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.
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. approved and implemented a 1-for-15 reverse stock split of its Class A and Class B common stock. A certificate of amendment was filed in Delaware, and the split becomes effective at 12:01 a.m. Eastern Time on August 19, 2026, with Class A shares trading on a split-adjusted basis that day under the existing NRDY symbol and a new CUSIP 64081V208.
The reverse split will reduce outstanding Class A shares from approximately 127.9 million to 8.5 million and is intended to increase the per-share price to satisfy the NYSE’s minimum average closing price requirement for continued listing. Stockholders approved the reverse split authorization at a special meeting, with 148,505,852 votes for and 3,646,654 against. No fractional shares will be issued; holders otherwise entitled to fractions will receive cash in lieu. Proportionate adjustments will be made to equity awards and share reserves, and authorized share counts and par values will not change.
Nerdy Inc. reported second‑quarter 2026 revenue of $43.2 million, down modestly year over year, while improving profitability. Gross profit was $28.0 million with a 65% gross margin, up from 62%, as cost of revenue fell on lower Expert costs and reduced amortization of internal‑use software.
Operating loss narrowed to $6.5 million from $12.3 million, and net loss to $6.9 million from $12.0 million, driven by double‑digit declines in sales and marketing and general and administrative expenses, including lower stock‑based compensation. For the first half, operating cash outflow improved to $6.5 million from $13.5 million.
Cash and cash equivalents were $38.4 million at June 30, 2026, alongside $20.0 million outstanding under a Term Loan bearing 10.75% interest and subject to liquidity and contribution‑margin covenants, with which the company reports compliance. Active Members declined 5% year over year to 29.1 thousand, but ARPM increased 5% to $366. Strategically, Nerdy abandoned its First Tutors business and, after quarter‑end, committed to wind down Varsity Tutors for Schools, expecting $2–4 million of exit costs and lower Institutional revenue. The company also discloses NYSE non‑compliance with the $1.00 minimum bid price and is pursuing a reverse stock split to regain compliance.
Nerdy Inc. reported second-quarter 2026 results with revenue of $43.3 million, down 4% year over year but in line with its $42–$44 million guidance. Consumer revenue was $36.5 million, or 84% of the total. Gross margin expanded to 64.7% from 61.5%, while net loss narrowed to $6.9 million from $12.0 million. Non-GAAP adjusted net loss improved to $2.1 million, and non-GAAP adjusted EBITDA loss shrank to $0.9 million from $2.7 million. As of June 30, cash and equivalents were $38.4 million.
The company is exiting First Tutors in the U.K. and shutting down Varsity Tutors for Schools, actions expected to lower annual fixed costs by about $11 million but generate $2–$4 million of exit costs, primarily in Q3. Full-year 2026 revenue guidance was reduced to $168–$175 million from $180–$190 million, with non-GAAP adjusted EBITDA now guided to -$4 million to approximately breakeven, excluding exit costs. Year-end cash is expected at $30–$32 million, including $20 million drawn on the term loan. Active Members were 29.1 thousand, down 5% year over year, while ARPM rose 5% to $366.
Nerdy Inc. approved a plan on July 31, 2026 to wind down its Varsity Tutors for Schools offering and business line so it can focus on its core Consumer business. The company currently estimates exit-related costs of $2 million to $4 million, substantially all expected to be recognized in the third quarter of 2026.
The estimated charges include $0.3 million to $0.5 million of employee severance and other termination benefits, $0.5 million to $1.3 million of contract termination costs, $1.4 million to $1.6 million of asset impairment charges, and $0.1 million to $0.2 million of other exit costs. Future cash expenses are estimated at $0.7 million to $1.8 million, with non-cash expenses of $1.6 million to $1.8 million. These restructuring expenses will be included in GAAP results but excluded from non-GAAP results, and actual amounts may differ materially from estimates.
Nerdy Inc. reports that Chief Financial Officer Atul Bagga sold 36,426 shares of Class A Common Stock at $0.83 per share on July 16, 2026. The shares were automatically sold in the open market under the issuer's sell-to-cover program to satisfy tax withholding obligations arising from the vesting and settlement of 125,000 restricted stock units. After this transaction, he holds 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units, totaling 1,463,574 reported equity-based interests.
Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported a sale of 31,034 shares of Class A Common Stock on 2026-07-16 at $0.83 per share. According to the footnotes, all sold shares were automatically sold under the issuer’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 100,000 restricted stock units. After this transaction, he holds 168,721 Class A shares and 1,550,000 restricted stock units.
Nerdy Inc. Chief Accounting Officer Kyle Callaway reported an automatic sale of 13,377 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. The shares were sold under a sell-to-cover program to satisfy taxes from the vesting of 29,453 restricted stock units. Following this transaction, Callaway holds 257,090 shares of Class A Common Stock and 230,030 restricted stock units.
Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported a sale of 22,707 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. According to the notes, these shares were automatically sold in the open market under the company’s sell-to-cover program to satisfy federal and state tax withholding from the vesting and settlement of 50,000 restricted stock units (RSUs). After this transaction, Swenson holds 1,268,924 shares of Class A Common Stock and 1,200,000 RSUs, totaling 2,468,924 Nerdy equity instruments.
Swenson Christopher C. reported acquisition or exercise transactions in this Form 4 filing.
Nerdy Inc. awarded Chief Legal Officer Christopher C. Swenson 600,000 RSUs under its 2021 Equity Incentive Plan. Each RSU represents one share of Class A Common Stock and vests in three annual tranches through July 2029. Following this grant, he holds 1,241,631 shares and 1,250,000 RSUs.
Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.
Nerdy Inc. granted its Chief Operating Officer, John Andrew Paszterko, 600,000 Restricted Stock Units (RSUs) under the 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock, vesting one-third in the twelve months ending July 15, 2027, one-third in the twelve months ending July 15, 2028, and one-third in the twelve months ending July 15, 2029.
After this award, he directly holds 1,749,755 Nerdy equity interests, consisting of 99,755 Class A Common Stock shares and 1,650,000 RSUs.