Welcome to our dedicated page for Nerdy SEC filings (Ticker: NRDY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nerdy Inc. (NYSE: NRDY) SEC filings page provides access to the company’s official regulatory disclosures, including current reports on Form 8-K and other documents filed with the U.S. Securities and Exchange Commission. These filings offer detailed information on Nerdy’s financial condition, capital structure, and material corporate events related to its live online learning platform and Varsity Tutors business.
Among the filings, investors can find earnings-related Form 8-K reports in which Nerdy furnishes press releases announcing quarterly results. These documents describe revenue composition between Consumer and Institutional segments, Learning Membership trends, gross margin dynamics, non-GAAP adjusted EBITDA, and commentary on the company’s path to profitability and liquidity. Because these materials are incorporated into SEC submissions, they serve as an authoritative source for the company’s reported operating metrics and risk disclosures.
Nerdy has also filed Form 8-K disclosures on financing arrangements, such as the Loan and Security Agreement that provides for term loans with an aggregate principal amount of up to $50 million and a maturity date in 2029. The filing outlines key terms, including interest rate structure, collateral, covenants related to minimum cash and leverage, and potential events of default. Reviewing these documents helps investors understand Nerdy’s borrowing capacity, obligations, and financial flexibility.
On this page, Stock Titan surfaces Nerdy’s SEC filings as they are made available through EDGAR and pairs them with AI-powered summaries that explain the significance of each document in clear language. Users can quickly scan earnings 8-Ks, financing agreements, and other material event disclosures to identify changes in Nerdy’s financial position, capital resources, and risk profile without reading every line of the underlying forms.
For those researching NRDY, this consolidated view of Nerdy’s SEC history supports deeper analysis of its AI-enabled education business, its use of debt financing, and the evolution of its Consumer and Institutional operations as described in official filings.
Nerdy Inc. received a notice from the New York Stock Exchange that its Class A common stock no longer meets the NYSE continued listing standard because the average closing price was below $1.00 over a consecutive 30 trading-day period. The company has up to six months from the March 5, 2026 notice to regain compliance, which it can do if on the last trading day of any calendar month its closing share price is at least $1.00 and the 30‑day average ending that day is also at least $1.00. Nerdy plans to consider options, including a potential reverse stock split subject to stockholder approval at its 2027 annual meeting if needed. Management states the notice is not expected to affect operations, SEC reporting, or its term loan, and notes cash and cash equivalents of $47.9 million as of December 31, 2025 to support liquidity and growth initiatives.
Nerdy Inc. operates an AI-enabled live tutoring and intervention platform, best known through its Varsity Tutors brand, serving consumers and school systems across thousands of subjects and multiple formats. The company connects “Learners” with vetted “Experts” for one-on-one, small-group, and class-based online instruction.
Nerdy is investing heavily in artificial intelligence, rebuilding core systems on AI-native codebases and launching its Live Learning Platform 2.0, which integrates AI-driven content, adaptive assessments, and matching tools. Products include subscription-based Learning Memberships for consumers and the Live+AI™ and Varsity Tutors for Schools offerings for institutions.
The company highlights significant ongoing net losses and negative operating cash flows, with a $60,948 thousand net loss and $18,846 thousand negative operating cash flow for the year ended December 31, 2025. Key risks include its evolving business model, high competition, indebtedness under a term loan, reliance on independent contractors, regulatory scrutiny around minors and data privacy, and uncertainty in scaling institutional contracts.
Nerdy Inc. returned to quarterly growth and reached profitability on a key non-GAAP metric. For Q4 2025, revenue was $49.1 million, up 2% from $48.0 million a year earlier and above guidance. Consumer Learning Memberships generated $41.6 million, or 85% of revenue, while Institutional revenue was $7.2 million, both growing year-over-year.
Profitability metrics improved sharply despite ongoing GAAP losses. Q4 non-GAAP adjusted EBITDA was positive $1.3 million, versus a $5.5 million loss in Q4 2024, with margin improving by more than 1,400 basis points. Full-year 2025 revenue was $179.0 million, down 6%, and net loss was $60.9 million, but non-GAAP adjusted net loss narrowed. Cash and cash equivalents were $47.9 million at year-end, and the company completed its AI-native Live+AI™ platform replatforming to support future growth and efficiency.
Nerdy Inc. Chief Financial Officer Jason H. Pello reported two equity transactions in Class A common stock. He received a grant of 1,000,000 restricted stock units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan, with each RSU representing one share of Class A common stock. These RSUs vest in three equal parts: one-third during the months ending July 15, 2026, one-third during the twelve months ending July 15, 2027, and one-third during the twelve months ending July 15, 2028. He also completed an open-market sale of 49,814 shares at $0.97 per share to cover taxes arising from the vesting of 96,686 RSUs under the company’s sell-to-cover program. Following these transactions, he holds 1,094,286 shares of Class A common stock and 1,551,949 RSUs.
Nerdy Inc.’s Chief Legal Officer, Christopher C. Swenson, reported both an RSU award and a tax-related share sale. He received 600,000 restricted stock units under Nerdy’s 2021 Equity Incentive Plan, with one-third scheduled to vest by July 15, 2026, another third over the twelve months ending July 15, 2027, and the final third over the twelve months ending July 15, 2028.
Swenson also executed an open-market sale of 32,641 shares of Class A common stock at $0.97 per share to cover taxes triggered by the vesting of 63,353 RSUs under the company’s sell-to-cover program. After these transactions, he holds 1,091,573 shares of Class A common stock and 931,169 RSUs.
Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.
Nerdy Inc. reported that Chief Operating Officer John Andrew Paszterko received a grant of 600,000 restricted stock units (RSUs) tied to Class A Common Stock at a stated price of $0.0000 per unit. Each RSU represents the right to receive one share of Class A stock. The award vests in three equal portions at various points during the twelve months ending January 15, 2027, January 15, 2028, and January 15, 2029, aligning the grant with multi‑year service. Following this grant, Paszterko’s reported holdings consist of 31,543 Class A shares and 1,150,000 RSUs, totaling 1,181,543 share-based interests.
Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported an open-market sale of 18,457 shares of Class A Common Stock on January 16, 2026 at $1.01 per share. According to the disclosure, these shares were automatically sold under the company’s sell-to-cover program to pay federal and state taxes triggered by the vesting and settlement of 50,000 restricted stock units (RSUs).
After this tax-related sale, Paszterko beneficially owns 581,543 shares, consisting of 31,543 shares of Class A Common Stock and 550,000 RSUs.
Nerdy Inc.'s Chief Legal Officer reported a sale of company stock. On 12/22/2025, the officer sold 35,000 shares of Nerdy Inc. Class A Common Stock in an open market transaction coded "S" (sale) at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.21 to $1.37.
After this transaction, the officer beneficially owns a total of 1,455,383 shares, consisting of 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units. The filing states that the shares were not sold as a result of any disagreement with the company and that the officer remains in his role at Nerdy Inc.
Nerdy insider plans additional stock sale under Rule 144. A holder of Nerdy Class A common stock has filed to sell 35,000 shares through Merrill Lynch on the NYSE, with an aggregate market value of 45,761 and 122,938,630 shares outstanding. The shares to be sold were acquired as stock-based compensation through RSU vesting on 09/15/2023 and 08/15/2023.
Over the past three months, the same seller, Christopher Swenson, has already sold 28,810 Nerdy Class A common shares on 11/17/2025 for gross proceeds of 24,200.4 and 19,204 shares on 12/16/2025 for gross proceeds of 23,044.8. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about Nerdy’s current or prospective operations.