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. reported an insider transaction by a person who is a director, chief executive officer, and 10% owner. On 12/10/2025, an affiliated trust purchased 174,947 shares of Class A common stock at a weighted average price of $1.40 per share, with trades executed between $1.36 and $1.45. After the transaction, the reporting person had large indirect holdings through several family trusts and an LLC.
The filing also notes 9,258,298 restricted stock units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches if share-price milestones of $18, $22, $26, $30, $34, $38, and $42 are achieved based on a 90-day average within the performance period. Any RSUs that do not vest will expire on September 20, 2028.
Nerdy Inc. insiders Charles and Allison Cohn report large beneficial stakes in the company’s stock. Charles Cohn beneficially owns 77,937,477 shares through various trusts and entities, representing 48.7% of the class based on the combined Class A and Class B share count. Allison Cohn beneficially owns 12,601,127 shares, representing 9.8% of the class, held through several LLCs and family trusts.
The disclosure explains that these positions stem largely from Nerdy’s 2021 business combination, structured as an Up-C, and related agreements. Charles Cohn, the founder, Chairman and Chief Executive Officer, holds nomination rights under a stockholders’ agreement that help shape Nerdy’s seven‑member board. He also holds a Founder and CEO Performance Award covering up to 9,258,298 Class A shares that can vest over seven years if the stock achieves specified price hurdles between $18.00 and $42.00 per share.
Nerdy Inc.'s chief executive officer, who is also a director and 10% owner, reported buying Class A common stock in an insider transaction. On 12/09/2025, an affiliated trust purchased 176,215 shares of Class A common stock in the open market at a weighted average price of $1.44 per share, with individual trades occurring between $1.32 and $1.48 per share.
Following this transaction, the reporting person has large indirect holdings through several family trusts and Rarefied Air Capital LLC, as well as 9,258,298 restricted stock units. Each RSU represents one share of Class A common, and these RSUs vest in seven equal tranches only if share price targets between $18.00 and $42.00 are met over a 90‑day average before they expire on September 20, 2028.
An insider of the issuer has filed a Form 144 notice to sell shares of common Class A stock. The filing covers 75,000 shares to be sold through broker The Charles Schwab Corporation, with an aggregate market value of $108,000, and notes that there were 122,938,630 shares of this class outstanding.
The securities to be sold were acquired through award vestings between February 15, 2023 and November 15, 2023, with 75,000 securities acquired as of February 15, 2023. The filing also reports that the same seller, Jason H. Pello, has sold 30,714 shares for gross proceeds of $39,007 on September 16, 2025 and 43,969 shares for gross proceeds of $36,934 on November 17, 2025 during the prior three months.
Nerdy Inc. director, CEO and 10% owner Charles Cohn reported buying additional Class A common stock. On December 8, 2025, a trust affiliated with him, the Cohn Family Trust U/A/D 3/16/2017, purchased 184,491 shares of Nerdy Inc. Class A common stock at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.30 to $1.35.
After this transaction, the filing shows indirect beneficial ownership of Class A shares through several entities, including 31,784,341 shares held by the Cohn Family Trust U/A/D 3/16/2017 and 1,540,307 shares held by the Cohn Family Trust 5/24/18. It also notes 9,258,298 restricted stock units that can convert into Class A shares if specific stock price milestones between $18.00 and $42.00 are met over a 90‑day period before they expire on September 20, 2028.
Nerdy Inc. reported an insider share purchase by a person who is a director, chief executive officer and 10% owner. On 12/05/2025, the reporting person bought 177,969 shares of Class A common stock at a weighted average price of about $1.40 per share through the Cohn Family Trust U/A/D 3/16/2017. The trades were executed in multiple transactions between $1.34 and $1.45 per share.
After this transaction, the reporting person beneficially owns large stakes in Nerdy through several entities, including 31,599,850 Class A shares via the Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via the Cohn Family Investments Trust dated 5/24/18. In addition, there are 9,258,298 restricted stock units that can convert into Class A shares if Nerdy’s stock sustains share price milestones between $18.00 and $42.00 over 90-day periods, with any unvested RSUs expiring on September 20, 2028.
Nerdy Inc. reported an insider share purchase by a director, officer and 10% owner. On 12/04/2025, the reporting person bought 186,930 shares of Class A common stock at a weighted average price of $1.37 per share through the Cohn Family Trust U/A/D 3/16/2017. After this transaction, indirect beneficial ownership includes 31,421,881 shares held by that trust, 1,540,307 shares held by the Cohn Family Trust 5/24/18, 13,194,231 shares held by Rarefied Air Capital LLC, and 1,278,512 shares held by the Cohn Family Investments Trust dated 5/24/18.
The filing also notes 9,258,298 restricted stock units issued under Nerdy Inc.’s 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches if the company’s share price reaches targets between $18.00 and $42.00 per share, based on a 90-day average, before the RSUs expire on September 20, 2028.
Nerdy Inc. reported insider buying by its Chief Executive Officer, who is also a director and 10% owner. On 12/03/2025, an affiliated trust purchased 91,672 shares of Class A Common Stock at a weighted average price of $1.29 per share and another 90,000 shares at a weighted average price of $1.34 per share, through multiple trades within the stated price ranges.
After these transactions, the reporting person holds Nerdy Class A shares through several family trusts and an entity called Rarefied Air Capital LLC, as well as performance-based Restricted Stock Units. The RSUs cover 9,258,298 shares that vest in seven equal tranches only if the stock sustains share price targets between $18.00 and $42.00 over a 90-day period, with any unvested RSUs expiring on September 20, 2028.
Nerdy Inc. reported an insider share purchase by a senior leader who is a director, chief executive officer, and 10% owner. On 12/02/2025, the reporting person indirectly bought 198,100 shares of Class A common stock at a weighted average price of $1.26 per share through the Cohn Family Investments Trust, with individual trades ranging from $1.22 to $1.28.
After this transaction, the reporting person reports large indirect holdings through several family trusts and an LLC, including 9,258,298 restricted stock units granted under Nerdy’s 2021 Equity Incentive Plan. These RSUs vest in seven equal parts only if Nerdy’s stock sustains price targets of $18, $22, $26, $30, $34, $38, and $42 per share over a consecutive 90‑day period before expiring on September 20, 2028.
Nerdy Inc. reported an insider share purchase by its Chief Executive Officer, who is also a director and 10% owner. On 11/28/2025, the reporting person bought 80,708 shares of Class A common stock at a weighted average price of $1.32 per share through the Cohn Family Investments Trust.
After this transaction, the reporting person beneficially owns substantial stakes in Nerdy through multiple entities, including 891,412 shares held by Cohn Family Investments Trust and 13,194,231 shares held by Rarefied Air Capital LLC. In addition, 9,258,298 restricted stock units (RSUs) were issued under the 2021 Equity Incentive Plan, each representing one share of Class A common stock.
These RSUs vest in seven equal tranches if Nerdy’s share price meets milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00 and $42.00 per share, based on a 90-day average, with any unvested RSUs expiring on September 20, 2028.
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