Nerdy Inc. filings document the public-company record for a NYSE-listed operator of live online tutoring and learning services. Form 8-K reports cover operating results and financial condition, exhibits for quarterly earnings releases, executive management changes, and material agreements, including debt financing arrangements. The filings also identify the company’s Class A common stock under the NRDY ticker.
Proxy and annual-meeting filings describe shareholder voting matters, board elections, auditor ratification, executive compensation votes and governance procedures. Capital-structure disclosures include Class A and Class B common stock voting information, while material-event filings provide formal records of liquidity, term-loan arrangements and other corporate actions affecting Nerdy’s reporting profile.
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.
Nerdy Inc. director Gregory Mrva received two new stock option grants on Class A common stock as part of his board compensation. He was awarded options for 96,774 shares at an exercise price of $0.89 per share and a separate grant for 241,935 shares at the same exercise price.
The options will vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. The number of options granted reflects his annual cash retainer and additional committee retainers, which he elected to receive in equity instead of cash.
Nerdy Inc. director Udell Stuart received two stock option grants as equity compensation in place of cash retainers. On April 30, 2026, he was awarded options covering 70,968 and 241,935 shares of Class A common stock, each with a $0.89 exercise price and expiration on April 30, 2036. The options vest on the earlier of one year from the grant date or the next annual meeting of Nerdy stockholders, reflecting his annual cash retainer and additional committee retainers elected to be paid in equity.
Nerdy Inc. held its 2026 annual meeting in virtual format on April 30, where stockholders elected two Class II directors, ratified the auditor, and approved executive pay proposals. Quorum was strong, with 160,257,497 of 188,821,637 common shares present, representing 85% of shares entitled to vote.
Stockholders elected Rob Hutter and Christopher (Woody) Marshall to serve as Class II directors until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. On an advisory basis, stockholders approved named executive officer compensation and chose a three-year cycle for future advisory votes on executive pay.
Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported an open-market sale of 31,788 shares of Class A Common Stock at $0.93 per share. According to the footnotes, these shares were automatically sold under the company’s sell-to-cover program to pay federal and state taxes from the vesting of 100,000 restricted stock units. After this tax-related sale, he holds 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.
Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an open-market sale of 69,796 shares of Class A Common Stock at $0.93 per share. According to the disclosure, all shares were automatically sold under the company’s sell-to-cover program to satisfy federal and state tax withholding on the vesting of 150,000 restricted stock units. After these transactions, Swenson’s position consists of 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units, indicating this was a tax-related liquidity event rather than a discretionary reduction of his overall equity stake.