Nerdy Inc SEC Filings

Nerdy Inc. CEO Charles K. Cohn, through the Charles K. Cohn Revocable Trust, made an open-market purchase of 219,019 shares of Class A Common Stock at a weighted average price of about $0.91 per share. After this transaction, the revocable trust held 219,019 shares.

As of the same date, Cohn also had substantial indirect holdings through family trusts and Rarefied Air Capital LLC, along with direct ownership of 9,258,298 Class A shares. Separate Restricted Stock Units granted under the Nerdy Inc. 2021 Equity Incentive Plan may vest upon future stock price milestones up to $42.00 per share, expiring on September 20, 2028.

Nerdy Inc. detailed the separation terms for former Chief Financial Officer Jason Pello. He previously ceased serving as CFO effective April 3, 2026, and on May 21, 2026 the company and Pello entered into a Consulting Agreement, Departure Agreement and General Release.

Under this agreement, Pello will act as a consultant through October 3, 2026 and receive aggregate consulting payments totaling $223,125. The agreement also allows continued vesting of 333,333 restricted stock units that had been scheduled to vest on April 15, 2026 and May 15, 2026. The agreement includes a customary release of claims and becomes effective after the applicable revocation period.

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an automatic sale of 22,796 shares of Class A Common Stock at $0.80 per share. According to the footnotes, these shares were sold in the open market solely to cover federal and state taxes triggered by the vesting of 50,000 restricted stock units under the company’s sell-to-cover program.

After this tax-related transaction, Swenson’s reported holdings consist of 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units, for a total of 1,911,784 shares and units.

Nerdy Inc. reported modest Q1 2026 growth with a sharply narrower loss. Revenue rose to $48.7 million from $47.6 million, while gross margin improved to 66% from 58% as cost of revenue fell.

Net loss shrank to $6.1 million from $16.2 million, helped by lower sales and marketing and general and administrative expenses, including AI-enabled productivity gains. Operating cash outflow improved to $1.8 million, and cash and equivalents were $44.7 million with $20.0 million outstanding under a Term Loan at 10.75%.

Consumer revenue grew on higher average revenue per member, though Active Members declined year over year. Institutional revenue was slightly lower. Nerdy remained in compliance with debt covenants and believes existing cash will cover near-term operating and investment needs.

Nerdy Inc. reported first-quarter 2026 results that beat guidance and showed sharp profit improvement while growth remained modest. Revenue was $48.7 million, above the $46–$48 million guidance range and up 2% from $47.6 million a year earlier, driven by higher consumer pricing partly offset by softer institutional revenue.

Gross margin rose to 66.2% from 58.0%, reflecting prior price increases and AI-enabled efficiency. Net loss narrowed to $6.1 million from $16.2 million, and non-GAAP adjusted EBITDA turned positive at $1.0 million versus a loss of $6.4 million a year ago, Nerdy’s second consecutive positive quarter on this metric.

Active Members were 36.9 thousand, down 9% year over year, but the decline has been narrowing. Average revenue per member per month reached $374, up 12%. Nerdy ended the quarter with $44.7 million in cash and reaffirmed its 2026 outlook for $180–$190 million in revenue and approximately breakeven non-GAAP adjusted EBITDA.

Nerdy Inc. director Robert J. Hutter received stock option awards in lieu of cash board fees. On April 30, 2026, he was granted options to acquire 34,677 shares of Class A Common Stock at an exercise price of $0.89 per share, with 276,612 options shown as held after this grant. He was also granted a separate option for 241,935 shares at the same $0.89 exercise price, with 241,935 options shown as held after that grant.

The footnotes state these awards reflect his annual cash retainer and additional committee retainers, which he elected to take entirely or partly in equity. The options vest on the earlier of one year from the grant date or the next annual stockholder meeting, making this a routine, compensation-related equity grant rather than an open-market purchase or sale.

Nerdy Inc. director Christopher P. Marshall received two stock option grants as compensation for his service on the board. One grant covers 88,710 options and the other 241,935 options, each for Class A common stock with a $0.89 per-share exercise price.

The options represent his annual equity award and the cash and committee retainers he elected to take in equity rather than cash. They fully vest on the earlier of the one-year anniversary of the April 30, 2026 grant date or the next annual stockholder meeting. Marshall has sole voting and dispositive power, while TCV VIII Management, L.L.C. holds 100% of the pecuniary interest, and he disclaims beneficial ownership except to the extent of his pecuniary interest.

Nerdy Inc. director Abigail Blunt received two stock option grants as equity compensation. On the grant date, she was awarded options over 68,548 shares of Class A common stock and another grant over 241,935 shares, both with a conversion or exercise price of $0.89 per share. The options vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. Footnotes explain these grants reflect her annual cash retainer and additional committee retainers, which she elected to receive in equity instead of cash.