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. is appointing Atul M. Bagga as Chief Financial Officer effective April 6, 2026, replacing Jason Pello, whose service as CFO ended April 3, 2026.
Bagga joins from JLL Technologies, where he was CFO and Head of Global FP&A, and previously held senior finance roles at Amazon Web Services, Zynga and Lazard Capital Markets. His employment agreement provides a $500,000 base salary, a target annual cash bonus equal to 50% of base salary (pro rated for 2026), and 1,500,000 Restricted Stock Units that vest quarterly over three years.
Nerdy also outlines a 2026 outlook, expecting revenue of $180–$190 million, non-GAAP adjusted EBITDA approximately breakeven, representing more than 1,000 basis points full-year margin improvement versus 2025, and year-end 2026 cash of $40–$45 million, including $20 million already funded under its new term loan.
Nerdy Inc.'s Chief Legal Officer, Christopher C. Swenson, reported an automatic tax-related share sale. On the transaction date, he sold 18,366 shares of Class A Common Stock in an open-market sale at $0.90 per share. According to the footnotes, this sale was executed under Nerdy’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 40,584 restricted stock units (RSUs). After this transaction, he holds a combined total of 2,004,376 Nerdy equity interests, consisting of 1,113,791 shares of Class A Common Stock and 890,585 RSUs.
Nerdy Inc. Chief Financial Officer Jason H. Pello reported an open-market sale of 30,609 shares of Class A Common Stock at $0.90 per share. According to the footnotes, these shares were automatically sold under the company’s sell-to-cover program solely to pay federal and state taxes arising from the vesting of 67,641 restricted stock units. After this tax-related transaction, Pello holds 1,056,318 shares of Class A Common Stock and 1,484,308 restricted stock units.
Nerdy Inc. Chief Financial Officer Jason H. Pello reported an open-market sale of 75,000 shares of Class A Common Stock at a weighted average price of $0.92 per share, with individual trade prices ranging from $0.86 to $0.97.
After this transaction, he holds 2,571,235 equity interests, including 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units. The company notes that the sale was not due to any disagreement and that Mr. Pello remains an officer.
Nerdy Inc. has called a virtual-only 2026 annual stockholder meeting for April 30, 2026, at 9:30 a.m. Eastern Time. Holders of 188,821,637 shares of Class A and Class B common stock as of March 3, 2026 can vote online, by phone, mail, or during the meeting.
Stockholders will vote on electing two Class II directors (Rob Hutter and Christopher “Woody” Marshall) to terms ending in 2029, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving on an advisory basis executive compensation, and choosing how often to hold future Say‑on‑Pay votes. The board recommends voting for all proposals and favors an annual Say‑on‑Pay vote.
The proxy describes Nerdy’s board structure, independence, and committees, outlines non‑employee director retainers and annual equity awards, and details executive pay. CEO Charles Cohn receives a $1 salary and previously granted performance-based equity that vests only if ambitious multi‑year stock price hurdles are met, aligning his rewards with long‑term stockholder value.
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.