Nerdy Inc SEC Filings

Nerdy Inc. (NRDY) reported an insider transaction by its Chief Legal Officer. On 11/17/2025, the officer sold 28,810 shares of Class A Common Stock at $0.84 per share in an open-market transaction. The company explains this was a sale to cover taxes triggered by the vesting of 63,353 restricted stock units (RSUs) under Nerdy’s sell-to-cover program, which automatically sells enough shares to satisfy federal and state withholding obligations.

After this transaction, the officer beneficially owns 1,509,587 Nerdy Class A shares and RSUs, consisting of 1,074,480 shares of Class A Common Stock and 435,107 RSUs. This filing reflects a routine tax-related sale rather than a discretionary reduction of the overall equity position.

Nerdy Inc. (NRDY) reported insider activity on a Form 4. A company director disclosed two open‑market sales of Class A common stock: 25,000 shares at $0.89 on 11/13/2025 and 25,000 shares at $0.85 on 11/14/2025. After the first sale, the insider beneficially owned 710,991 shares; after the second, 685,991 shares. The filing lists the ownership form as direct.

Nerdy, Inc. (NRDY) received a Form 144 notice for a proposed sale of 50,000 shares of its Class A Common Stock. The filer plans to sell through Morgan Stanley Smith Barney LLC, with an approximate sale date of 11/13/2025 on the NYSE. The filing lists an aggregate market value of 43,500 for the proposed sale. These securities were acquired on 09/20/2021 as an award from the issuer. The notice also reports 122,938,639 shares outstanding.

Nerdy Inc. (NRDY) reported Q3 2025 results with revenue of $37,019 thousand versus $37,530 thousand a year ago, as lower Institutional sales offset higher Consumer Learning Memberships. Gross margin was 63% (down from 70%). Operating loss narrowed to $(19,082) thousand from $(25,724) thousand. Net loss attributable to Class A stockholders improved to $(12,287) thousand, or $(0.10) per share.

Key metrics showed mixed trends: Active Members were 34.3 thousand (down 14% year over year), while ARPM rose to $374 (up 24%), reflecting a shift to higher-frequency plans and price increases. Active Experts were 8.1 thousand (down 15%).

Liquidity declined with cash and cash equivalents at $32,710 thousand (from $52,541 thousand at December 31, 2024). Subsequent to quarter end, the company entered a Loan and Security Agreement providing up to $50,000 thousand in term loans and drew $20,000 thousand on November 3, 2025, bearing interest at the greater of prime + 3.50% or 10.75%, interest-only for 36 months, maturing on November 1, 2029. Deferred revenue was $15,916 thousand, and Class A shares outstanding were 122,938,630 as of October 31, 2025.

Nerdy Inc. (NRDY) furnished press releases announcing results for its third quarter ended September 30, 2025. The company made the materials available as exhibits to a current report.

The information in the attached press releases is expressly furnished and not deemed filed under the Exchange Act, limiting associated liabilities unless specifically incorporated by reference. Included exhibits: 99.1 (Earnings Release) and 99.2 (Press Release).

Nerdy Inc. entered a Loan and Security Agreement with Hercules Capital for up to $50.0 million in term loans across two tranches. The company drew $20.0 million on the closing date under the first tranche, which totals up to $30.0 million; the remaining $10.0 million from this tranche is available until December 31, 2026. The second tranche of up to $20.0 million may be made available subject to lender approval after the first tranche is fully drawn or after that date.

The loan matures on November 1, 2029 and bears interest at the greater of the Wall Street Journal prime rate plus 3.50% or 10.75%. Payments are interest‑only for 36 months, extendable by 12 months upon specified milestones, followed by amortization to maturity. Fees include a facility charge of $0.3 million at closing and $0.2 million at the first draw of the second tranche, plus an end‑of‑term charge equal to 7.50% of funded amounts and declining prepayment charges. The loan is secured by substantially all assets and includes covenants, including maintaining the greater of $15.0 million of Qualified Cash or at least six months of Remaining Months Liquidity.

Nerdy Inc. (NRDY) disclosed an insider equity award: the Chief Operating Officer acquired 600,000 shares of Class A Common Stock on 10/15/2025, reported as an "A" transaction at $1.11 per share. The filing notes these represent Restricted Stock Units (RSUs) granted under the 2021 Equity Incentive Plan, with each RSU delivering one share upon vesting.

The RSUs vest in three equal tranches: one‑third at various points during the twelve months ending October 15, 2026, one‑third during the twelve months ending October 15, 2027, and one‑third during the twelve months ending October 15, 2028. Following the reported transaction, the officer beneficially owned 600,000 shares, held directly.

Christopher C. Swenson, the reporting person and identified as the company's Chief Legal Officer, filed a Form 4 for Nerdy Inc. (NRDY) disclosing an open-market sale on 09/16/2025. The filing states 18,428 shares of Class A common stock were sold at $1.27 per share under the issuer's sell-to-cover program to satisfy tax withholding from the vesting and settlement of 40,584 restricted stock units. After the transaction, the filing reports beneficial ownership of 1,538,397 shares comprised of 1,039,937 Class A shares and 498,460 restricted stock units. The Form 4 was signed by an attorney-in-fact on 09/18/2025.

Nerdy Inc. (NRDY) insider Form 4: Chief Financial Officer Jason H. Pello reported an open-market sale of 30,714 shares of Class A Common Stock on 09/16/2025 at $1.27 per share. The filing states the sale was executed automatically under the issuer's sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 67,640 restricted stock units. After the reported disposition, the reporting person beneficially owned 1,847,024 securities, consisting of 1,034,061 shares of Class A Common Stock and 812,963 restricted stock units. The Form 4 was signed by attorney-in-fact Thomas Lynn on 09/18/2025.