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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 1-39595

NERDY INC.

(Exact name of registrant as specified in its charter)


Delaware		98-1499860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	8001 Forsyth Blvd., Suite 1050
	St. Louis, Missouri 63105
(Address of Principal Executive Offices) (Zip Code)

(314) 412-1227

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

NRDY

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the numbers of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class A common stock, par value $0.0001 per share - 126,378,213 shares of common stock as of April 30, 2026

Class B common stock, par value $0.0001 per share - 63,730,417 shares of common stock as of April 30, 2026

Table of Contents

NERDY INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1

	Condensed Consolidated Statements of Operations (Unaudited).	1

	Condensed Consolidated Statements of Comprehensive Loss (Unaudited).	2

	Condensed Consolidated Balance Sheets (Unaudited).	3

	Condensed Consolidated Statements of Cash Flows (Unaudited).	4

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited).	5

	Notes to Condensed Consolidated Financial Statements (Unaudited).	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18

Item 4.	Controls and Procedures.	18

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings.	18

Item 1A.	Risk Factors.	19

Item 5.	Other Information.	19

Item 6.	Exhibits.	19

	SIGNATURES	20

Table of Contents

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

NERDY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share data)


	Three Months Ended March 31,
		2026		2025
Revenue		$	48,735	$	47,595
Cost of revenue		16,461		19,984
Gross Profit		32,274		27,611
Sales and marketing expenses		14,157		15,785
General and administrative expenses		23,915		28,411


Operating Loss		(5,798)		(16,585)
Interest expense		660		—
Interest income		(368)		(462)
Other expense		16		—

Loss before Income Taxes		(6,106)		(16,123)
Income tax expense		22		28
Net Loss		(6,128)		(16,151)

Net loss attributable to noncontrolling interests		(2,053)		(5,655)
Net Loss Attributable to Class A Common Stockholders		$	(4,075)	$	(10,496)

Loss per share of Class A Common Stock:
Basic and Diluted		$	(0.03)	$	(0.09)


Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted		124,295		118,456

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NERDY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(in thousands)


	Three Months Ended March 31,
		2026		2025
Net Loss		$	(6,128)	$	(16,151)
Foreign currency translation adjustments		—		37
Total Comprehensive Loss		(6,128)		(16,114)

Comprehensive loss attributable to noncontrolling interests		(2,053)		(5,643)
Total Comprehensive Loss Attributable to Class A Common Stockholders		$	(4,075)	$	(10,471)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NERDY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands)


	March 31, 2026		December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents	$	44,698	$	47,895
Accounts receivable, net	4,747		5,639
Other current assets	5,051		4,640
Total Current Assets	54,496		58,174
Fixed assets, net	9,387		8,683
Goodwill	5,717		5,717
Intangible assets, net	1,719		1,893
Other assets	1,648		1,699
Total Assets	$	72,967	$	76,166

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,725	$	3,376
Deferred revenue	10,114		14,481


Other current liabilities	7,774		7,768
Total Current Liabilities	22,613		25,625
Long-term debt	19,450		19,327
Other liabilities	1,975		2,281
Total Liabilities	44,038		47,233
Stockholders’ Equity
Class A common stock	13		12
Class B common stock	6		6
Additional paid-in capital	621,102		616,741
Accumulated deficit	(601,861)		(597,786)
Accumulated other comprehensive income	36		36
Total Stockholders’ Equity Excluding Noncontrolling Interests	19,296		19,009
Noncontrolling interests	9,633		9,924
Total Stockholders’ Equity	28,929		28,933
Total Liabilities and Stockholders’ Equity	$	72,967	$	76,166

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NERDY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Cash Flows From Operating Activities
Net Loss	$	(6,128)	$	(16,151)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock-based compensation expense	5,978		7,588
Depreciation & amortization	657		1,833
Amortization of intangibles	158		152
Amortization of deferred financing fees	123		—

Other	—		69
Other changes in operating assets and liabilities:
Decrease in accounts receivable, net	893		984
(Increase) decrease in other current assets	(412)		47
Decrease in other assets	51		294
Increase in accounts payable	1,349		1,632
Decrease in deferred revenue	(4,582)		(2,102)
Increase (decrease) in other current liabilities	211		(405)
Decrease in other liabilities	(78)		(385)
Net Cash Used in Operating Activities	(1,780)		(6,444)
Cash Flows From Investing Activities
Capital expenditures	(1,182)		(1,175)
Net Cash Used In Investing Activities	(1,182)		(1,175)
Cash Flows From Financing Activities








Payments of deferred financing fees	(250)		—


Net Cash Used In Financing Activities	(250)		—
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash	15		—
Net Decrease in Cash, Cash Equivalents, and Restricted Cash	(3,197)		(7,619)
Cash, Cash equivalents, and Restricted Cash, Beginning of Year	47,895		52,673
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	44,698	$	45,054

Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software	$	146	$	285
Purchase of fixed assets included in accounts payable	68		—
Cash paid for interest	537		—

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NERDY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(in thousands)


	As Of and For The Three Months Ended March 31,
		2026		2025
Class A Common Stock
Beginning		$	12	$	12
Activity under stock compensation plans		1		—
End of period		13		12
Class B Common Stock


Beginning and end of period		6		6
Additional Paid-In Capital
Beginning of period		616,741		597,308
Non-cash stock-based compensation		6,124		7,873
Activity under stock compensation plans		(1)		—
Conversion of combined interests into Class A common stock		116		—


Rebalancing of ownership percentage between controlling and the noncontrolling interests		(1,878)		(2,514)
End of period		621,102		602,667
Accumulated Deficit
Beginning of period		(597,786)		(557,866)
Net loss		(4,075)		(10,496)
End of period		(601,861)		(568,362)
Accumulated Other Comprehensive Income
Beginning of period		36		19
Foreign currency translation adjustments		—		25
End of period		36		44
Total Stockholders’ Equity Excluding Noncontrolling Interests		19,296		34,367
Noncontrolling Interests
Beginning of period		9,924		21,634
Net loss		(2,053)		(5,655)

Foreign currency translation adjustments		—		12
Conversion of combined interests into Class A common stock		(116)		—


Rebalancing of ownership percentage between controlling and the noncontrolling interests		1,878		2,514
End of period		9,633		18,505
Total Stockholders’ Equity		$	28,929	$	52,872
Class A Common Stock - Shares
Beginning of period		123,561		117,699
Activity under stock compensation plans		1,188		1,657
Conversion of combined interests into Class A common stock		665		—


End of period		125,414		119,356
Class B Common Stock - Shares
Beginning of period		64,395		64,395

Conversion of combined interests into Class A common stock		(665)		—


End of period		63,730		64,395

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

NERDY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands, except per share information and where indicated otherwise)

NOTE 1 — BASIS OF PRESENTATION AND BACKGROUND

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.

Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders (as defined below) are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”).

Background

Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities (“TPG Pace”) and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”) and Varsity Tutors for Schools LLC (“Varsity Tutors for Schools”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow.

Nerdy Inc. has the following classes of securities issued and outstanding: (i) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The shares of Class B Common Stock are owned by the Legacy Nerdy Holders (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy LLC has units issued and outstanding (the “OpCo Units”) to its members, the legacy holders of Nerdy LLC equity (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC.

NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has considered all new accounting pronouncements and based on current information, has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on its results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit).

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 removes the prescriptive project stage model for internal-use software development and instead requires capitalization of costs when management has authorized and committed to funding the project and it is probable that the project will be completed and the software will be used as intended. The ASU also incorporates the accounting for website development costs into Subtopic 350-40 and clarifies that property, plant, and equipment disclosure requirements apply to all capitalized internal-use software costs. This ASU is effective for annual periods beginning after December 15, 2027 (i.e., Nerdy’s financial statements for the year ending December 31, 2028), and for interim periods therein.

Table of Contents

Early adoption is permitted. The amendments may be applied prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact this ASU will have on its financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for annual periods beginning after December 15, 2026 (i.e., Nerdy’s financial statements for the year ending December 31, 2027), and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company’s adoption of this ASU will result in expanded disclosures related to expense captions reported on the face of the income statement but will not have a material impact on the Company’s financial statements.

NOTE 3 — NONCONTROLLING INTERESTS

As of March 31, 2026, Legacy Nerdy Holders owned 63,730 OpCo Units, equal to 33.7% of the economic interest in Nerdy LLC, and 63,730 shares of Class B Common Stock. As of December 31, 2025, Legacy Nerdy Holders owned 64,395 OpCo Units equal to 34.3% of the economic interest in Nerdy LLC, and 64,395 shares of Class B Common Stock.

Nerdy Inc. owned 66.3% and 65.7% of the outstanding OpCo Units as of March 31, 2026 and December 31, 2025, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or required to absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC.

The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC for the periods presented.


	As Of and For The Three Months Ended March 31,
		2026		2025
OpCo Units
Nerdy Inc.
Beginning of period		123,561		117,699
Vesting or exercise of equity awards		1,188		1,657
Conversion of Combined Interests into Class A Common Stock		665		—



End of period		125,414		119,356
Legacy Nerdy Holders
Beginning of period		64,395		64,395

Conversion of Combined Interests into Class A Common Stock		(665)		—



End of period		63,730		64,395
Total
Beginning of period		187,956		182,094
Vesting or exercise of equity awards		1,188		1,657




End of period		189,144		183,751
Ownership Percentage
Nerdy Inc.
Beginning of period		65.7	%	64.6	%
End of period		66.3	%	65.0	%
Legacy Nerdy Holders
Beginning of period		34.3	%	35.4	%
End of period		33.7	%	35.0	%

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NOTE 4 — REVENUE

The following table presents the Company’s revenue by business category for the periods presented.


	Three Months Ended March 31,
		2026		%		2025		%
Consumer		$	39,284	80	%	$	38,013	80	%
Institutional		9,294		19	%	9,380		19	%
Other		157		1	%	202		1	%
Revenue		$	48,735	100	%	$	47,595	100	%

Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented.


	March 31, 2026		December 31, 2025
Accounts receivable, net	$	4,747	$	5,639
Deferred revenue	$	10,114	$	14,481

“Accounts receivable, net” is reported net of reserves of $180 and $485 as of March 31, 2026 and December 31, 2025, respectively.

NOTE 5 — INCOME TAXES

Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of March 31, 2026.

The effective income tax rate was (0.36)% and (0.17)% for the three months ended March 31, 2026 and 2025, respectively. The effective income tax rates differed significantly from the statutory rates in both periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported in both periods represents amounts owed to state authorities.

NOTE 6 — LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock.


	Three Months Ended March 31,
		2026		2025


Net loss attributable to Class A Common Stockholders for basic and diluted loss per share		$	(4,075)	$	(10,496)
















Weighted-average shares of Class A Common Stock for basic and diluted loss per share		124,295		118,456

Basic and Diluted loss per share of Class A Common Stock		$	(0.03)	$	(0.09)

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share of Class A Common Stock for the periods presented as they were anti-dilutive.

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	Three Months Ended March 31,
		2026	2025
Stock options		2,484	1,919
Stock appreciation rights		5,627	5,707

Restricted stock units		9,392	10,717
Restricted stock units - founder’s award		9,258	9,258
Market-based performance restricted stock units		1,758	3,076

Combined Interests that can be converted into shares of Class A Common Stock		63,730	64,395

NOTE 7 — FIXED ASSETS, NET

The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented.


	March 31, 2026		December 31, 2025
Fixed assets	$	31,566	$	30,206
Accumulated depreciation	(22,179)		(21,523)
	$	9,387	$	8,683

The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented.


		Three Months Ended March 31,
	Statement of Operations Location		2026		2025
Amortization expense related to capitalized internal use software	Cost of revenue		$	514	$	1,661
Depreciation expense	General and administrative expenses		143		172

NOTE 8 — INTANGIBLE ASSETS, NET

The Company’s intangible assets consist entirely of trade names. The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented.


	March 31, 2026		December 31, 2025
Carrying amount	$	6,250	$	6,310
Accumulated amortization	(4,531)		(4,417)
	$	1,719	$	1,893

The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented.


		Three Months Ended March 31,
	Statement of Operations Location		2026		2025
Amortization expense related to intangible assets	General and administrative expenses		$	158	$	152

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NOTE 9 — FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities include cash and cash equivalents, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. There were no fair value measurement adjustments recognized related to definite-lived assets or goodwill during the three months ended March 31, 2026 or 2025. The fair values of any outstanding borrowings under the Term Loan (as defined in Note 10) as of March 31, 2026 and December 31, 2025 approximated their carrying values.

NOTE 10 — LONG-TERM DEBT

Loan Agreement

On November 3, 2025 (“Closing Date”), the Company and certain of its subsidiaries entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and the lenders party thereto, pursuant to which the lenders made available up to two tranches of term loans in an aggregate principal amount of $50,000 (the “Term Loan”), subject to certain terms and conditions, with the first tranche of up to $30,000 available for borrowing in multiple draws of at least $2,500 and the second tranche of up to $20,000 available for borrowing in multiple draws of at least $2,500. The Term Loan matures on November 1, 2029 (the “Maturity Date”) and bears interest equal to the greater of (a) the prime rate as reported in The Wall Street Journal plus 3.50% and (b) 10.75%. The Loan Agreement is for 48 months, with interest-only payments for an initial period of 36 months from the Closing Date, which may be extended by an additional 12 months upon achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement (the “Interest-Only Period”). After the Interest-Only Period, the Company will be required to repay in equal monthly installments of the principal and interest until the Maturity Date. The obligations under the Loan Agreement are secured by a security interest in substantially all of the Company’s assets and the assets of its subsidiaries that are co-borrowers or guarantors. The Loan Agreement provides for an end of term charge equal to 7.50% of the funded loan amount, due at the earlier of prepayment or maturity. Pro-rata payment of any earned end of term charge will be due upon any partial prepayment. The Company incurred $2,251 of costs (including an accrued end of term charge of $1,500 based upon the amount borrowed on November 3, 2025) in connection with entering into the Loan Agreement and the borrowings under the Term Loan, which were deferred and are being amortized to interest expense over the term of the Term Loan.

As of March 31, 2026, the Term Loan had outstanding borrowings of $20,000 and an available borrowing capacity of $10,000. The remaining $10,000 under the first tranche of Term Loan is available to be drawn until December 31, 2026. After the first tranche is drawn in full or after December 31, 2026, the second Term Loan tranche may be made available, subject to the approval of the lenders. The Company’s ability to access the maximum borrowing capacity under the Term Loan will require its future TTM Contribution Margin (as defined in the Loan Agreement) to exceed historical levels. As of March 31, 2026 and December 31, 2025, the interest rate on the outstanding borrowings under the Term Loan was 10.75%

Debt Covenants

The Loan Agreement includes customary representations and warranties and covenants associated with the Term Loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), share repurchases, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Such covenants and limitations on indebtedness include (but are not limited to) that the Company must maintain the greater of (i) $15,000 of Qualified Cash (as defined in the Loan Agreement) or (ii) Qualified Cash that results in Remaining Months Liquidity (as defined in the Loan Agreement) of at least 6 months. Additionally, the Company’s outstanding borrowings must not exceed certain multiples of its TTM Contribution Margin. If at any time, the outstanding borrowings exceed the required multiple of the TTM Contribution Margin, the Company will be required to immediately repay principal until the outstanding borrowings are less than the applicable multiple. The Company’s ability to access the maximum borrowing capacity under the Term Loan will require its future TTM Contribution Margin to exceed historical levels. As of March 31, 2026, the Company was in compliance with these covenants.

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NOTE 11 — RELATED PARTIES

Tax Receivable Agreement

Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of: (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the reverse recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings.

As of March 31, 2026, Nerdy Inc. has not recognized a liability of $118,238 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the three months ended March 31, 2026 or 2025. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within the statement of operations.

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Independent Contractor Classification Matters

The Company, through its consolidated subsidiaries, is subject to various legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of third-party Experts on its platform as independent contractors, and claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters.

Other

The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations, or cash flows of the Company.

NOTE 13 — SEGMENT INFORMATION

The Company has one reportable segment: Tutoring. The Tutoring Segment generates revenue by selling services to individual Learners and Institutions for one-on-one instruction and small group tutoring that are fulfilled by Experts, who deliver instruction on its behalf through its proprietary Live Learning Platform. The Company does not have intra-entity sales or transfers.

The Company’s CODM is the Chief Executive Officer of the Company, who evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The Company’s CODM assesses performance of the Tutoring Segment and decides how to allocate resources based on consolidated net loss that also is reported in the Condensed Consolidated Statements of Operations as “Net Loss.” Consolidated net loss is used to monitor budget versus actual results in order to assess the performance of the Tutoring Segment. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as “Total Assets.” The segment additions to property are reported in the Condensed Consolidated Statements of Cash Flows as “Capital expenditures.”

Substantially all of the Company’s tangible long-lived assets and revenues are located within the U.S. The Company does not have a customer that accounted for more than 10% of its consolidated net sales. See Note 4 for the Company’s revenue by business.

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The following table presents information about the Company’s Tutoring Segment for the periods presented.


	Three Months Ended March 31,
		2026		2025
Revenue		$	48,735	$	47,595

Less:
Cost of revenue		16,461		19,984
Employee-related expense (excluding product and development expense)		17,374		20,482
Marketing expense		8,400		8,431
Product and development expense		9,175		10,734
Depreciation and amortization of intangible assets		301		324
Other segment items (a)		2,838		4,225
Interest expense		660		—
Interest income		(368)		(462)
Income tax expense		22		28
Segment Net Loss		$	(6,128)	$	(16,151)

(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, rent expense, and other overhead expense.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and capital resources of Nerdy Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein and our audited consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 26, 2026. In addition, the following discussion and analysis of Nerdy Inc.’s financial condition and results of operations also contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth in the sections entitled “Item 1A. Risk Factors” in Part I of the 2025 Annual Report and “Item 1A. Risk Factors” in Part II of this report, as well as under the section “Cautionary Note On Forward-Looking Statements” below. Unless otherwise stated or the context otherwise indicates, all references in the succeeding paragraphs to “Nerdy,” “the Company,” “us,” “our” or “we” mean Nerdy Inc. and its consolidated subsidiaries.

OVERVIEW

We operate a next-generation live tutoring and intervention platform that leverages the power of human expertise with advanced artificial intelligence (“AI”) to personalize learning, accelerate student achievement, and empower educators. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including AI, to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Our comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, chat, essay review, adaptive assessments, and self-study tools. Our flagship business, Varsity Tutors LLC (“Varsity Tutors”), is one of the nation’s largest platforms for live online tutoring and classes. Our solutions are available to Learners either directly through Learning Memberships (“Consumers”) and through education systems (“Institutions”). Our platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality live online learning. Our offerings include Varsity Tutors for Schools, a product suite that leverages our next-generation live tutoring and intervention platform capabilities to offer high-dosage tutoring and our online learning solutions to Institutions. We have built a diversified business across the following audiences: K-8, High School, College, Graduate School, and Professional.

KEY OPERATING METRICS

We monitor the following key operating metrics, among others, to evaluate the performance of our business.

“Active Member(s)” is defined as the number of Learners with an active paid Learning Membership as of the date presented. Variations in the number of Active Members are due to changes in demand for our solutions, seasonality, testing schedules, and the launch of new membership options. As a result, we believe Active Members is a key indicator of our ability to attract, engage, and retain Learners. Active Members excludes our Institutional business. While our Active Member count as of March 31, 2026 was lower when compared to March 31, 2025, it was higher than it was in any quarter after March 31, 2025 and we believe the recent rollout and continued advancement of our new Learner and Expert platform user experiences will result in positive growth by the end of 2026.


Active Members in thousands	March 31, 2026	December 31, 2025	September 30, 2025	June 30, 2025	March 31, 2025	December 31, 2024
Active Members	36.9	33.2	34.3	30.6	40.5	37.5
YoY change	(9)%	(11)%	(14)%	(14)%	(12)%	(8)%

“Average Revenue per Member per Month” (“ARPM”) is defined as the average Consumer Learning Membership subscription revenue per member per month as of the date presented. Variations in ARPM are primarily due to changes in the mix of Learning Memberships sold and pricing changes. We believe ARPM is a key indicator of the value we provide to our customers. ARPM excludes our Institutional business. ARPM as of March 31, 2026 was higher when compared to March 31, 2025, primarily driven by price increases enacted in February 2025.


ARPM in ones	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024
ARPM	$	374	$	364	$	374	$	348	$	335	$	302
YoY change	12%		21%		24%		24%		14%		(2)%

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“Active Experts” is defined as the number of Experts who have instructed one or more sessions in a given period. We believe Active Experts is a key indicator of our ability to service Learners and provide Experts with revenue-generating opportunities. Active Experts includes our Institutional business. The following table summarizes Active Experts for the periods presented. Our Active Expert count during the three months ended March 31, 2026 decreased when compared to the prior year period. This decrease was primarily due to lower Consumer Active Experts as a result of our Expert incentives, which has promoted utilization of the highest quality Experts by encouraging them to work with more Learners and develop deeper relationships that allow for increased revenue-generating opportunities. We believe our Active Expert count at March 31, 2026 is sufficient to meet our near-term growth objectives.


	Three Months Ended March 31,		Change
Active Experts in thousands		2026	2025	%
Active Experts		8.3	10.8	(23)%

RESULTS OF OPERATIONS


	Three Months Ended March 31,
dollars in thousands		2026		%		2025		%
Revenue		$	48,735	100	%	$	47,595	100	%
Cost of revenue		16,461		34	%	19,984		42	%
Gross Profit		32,274		66	%	27,611		58	%
Sales and marketing expenses		14,157		29	%	15,785		33	%
General and administrative expenses		23,915		49	%	28,411		60	%

Other operating expenses		—		—	%	—		—	%
Operating Loss		(5,798)		(12)	%	(16,585)		(35)	%
Interest expense		660		1	%	—		—	%
Interest income		(368)		—	%	(462)		(1)	%
Other expense		16		—	%	—		—	%

Loss before Income Taxes		(6,106)		(13)	%	(16,123)		(34)	%
Income tax expense		22		—	%	28		—	%
Net Loss		(6,128)		(13)	%	(16,151)		(34)	%

Revenue

Revenue for the three months ended March 31, 2026 increased when compared to the prior year period due to higher Consumer revenue, partially offset by lower Institutional revenue. The increase in Consumer revenue was driven by higher ARPM, which was primarily a result of price increases enacted in February 2025.

The following table presents our revenue by business category for the periods presented.


	Three Months Ended March 31,			Change
dollars in thousands		2026		%		2025		%		$		%
Consumer		$	39,284	80	%	$	38,013	80	%	$	1,271	3	%
Institutional		9,294		19	%	9,380		19	%	(86)		(1)	%
Other		157		1	%	202		1	%	(45)		(22)	%
Revenue		$	48,735	100	%	$	47,595	100	%	$	1,140	2	%

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Cost of Revenue and Gross Profit

The following table sets forth our cost of revenue and gross profit for the periods presented.


	Three Months Ended March 31,	Change
dollars in thousands		2026			2025			$		%
Revenue		$	48,735		$	47,595		$	1,140	2%
Cost of revenue		16,461			19,984			3,523		18%
Gross Profit		$	32,274		$	27,611		$	4,663	17%
% Margin		66		%	58		%

Cost of revenue for the three months ended March 31, 2026 decreased when compared to the prior year period primarily due to lower Expert costs of $2,376 thousand. Gross margin and gross profit for the three months ended March 31, 2026 increased when compared to the prior year period, primarily due to the benefit of price increases enacted in February 2025.

Operating Expenses

The following table sets forth our operating expenses for the periods presented.


	Three Months Ended March 31,	Change
dollars in thousands		2026		2025		$		%
Sales and marketing expenses		$	14,157	$	15,785	$	(1,628)	(10)%
General and administrative expenses		23,915		28,411		(4,496)		(16)%
Total operating expenses		$	38,072	$	44,196	$	(6,124)	(14)%

Sales and Marketing

Sales and marketing expenses for the three months ended March 31, 2026 included non-cash stock-based compensation of $296 thousand. Sales and marketing expenses for the three months ended March 31, 2025 included non-cash stock-based compensation and restructuring costs of $344 thousand and $193 thousand, respectively. Excluding these impacts, sales and marketing expenses decreased $1,387 thousand, or 9%. This decrease was driven by AI-enabled productivity gains and reduced investment in our Institutional business.

General and Administrative

General and administrative expenses include compensation for certain employees, support services, product and development expenses intended to support continued innovation, and other operating expenses. Product and development costs were $9,175 thousand and $10,734 thousand for the three months ended March 31, 2026 and 2025, respectively. Product and development costs include compensation for employees on our product and engineering teams who are responsible for developing new and improving existing offerings, maintaining our website, improving efficiencies across our organization, and third-party expenses.

General and administrative expenses for the three months ended March 31, 2026 included non-cash stock based compensation of $5,682 thousand. General and administrative expenses for the three months ended March 31, 2025 included non-cash stock based compensation and restructuring costs of $7,244 thousand and $455 thousand, respectively. Excluding these impacts, general and administrative expenses decreased $2,479 thousand, or 12%. We are applying AI systematically across the tech stack helping drive durable cost reductions and improved unit economics.

Interest Expense

Interest expense for the three months ended March 31, 2026 was $660 thousand, which was driven by our outstanding borrowings under our term loan that was originated in November 2025.

Interest Income

Interest income for the three months ended March 31, 2026 was $368 thousand, compared to interest income of $462 thousand in the same period in 2025, This decrease driven by lower interest income on our cash balances during the current period.

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LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents totaling $44,698 thousand and $47,895 thousand, respectively. We have incurred cumulative losses from our operations, and we may incur additional losses in the future. Our operations have historically been financed through cash on hand, debt financing, and capital contributions. To the extent we continue to generate negative operating cash flows, it is possible that we may have to finance future operations primarily or in part from cash on hand or from our term loan. If cash on hand or from our term loan is not sufficient to fund our business, we may also need to implement significant cost-containment measures or explore additional financing alternatives. However, there can be no assurance that any financing would be available to us on acceptable terms, or at all, or that any cost-containment measures we implement would be sufficient or effective in reducing losses or preserving liquidity.

Cash Requirements

Our cash requirements within the next twelve months include working capital requirements, sales and marketing activities, and capital expenditures. We believe our cash on hand will be sufficient to satisfy these future requirements.

Our cash requirements under contractual obligations and commitments consist primarily of borrowings under our term loan and a lease arrangement. For information on our debt and lease obligations and the amount and timing of future payments, see Notes 12 and 13, respectively, within “Notes to Consolidated Financial Statements” in Part II, Item 8 of our 2025 Annual Report. There have been no material changes to our leasing arrangements previously disclosed in our 2025 Annual Report.

The following table sets forth our cash flows for the periods presented.


	Three Months Ended March 31,
dollars in thousands	2026		2025
Cash used in:
Operating activities	$	(1,780)	$	(6,444)
Investing activities	(1,182)		(1,175)
Financing activities	(250)		—
Effect of Exchange Rate Change on Cash, Cash equivalents, and Restricted Cash	15		—
Net Decrease in Cash, Cash Equivalents, and Restricted Cash	$	(3,197)	$	(7,619)

Operating Activities

Cash used in operating activities for the three months ended March 31, 2026 decreased $4,664 thousand when compared to the same period in 2025, due to higher revenue and gross profit, coupled with lower sales and marketing and general and administrative expenses. These impacts were partially offset by higher working capital and by interest payments of $537 thousand made in connection with our term loan that originated in November 2025. Cash used in operating activities for the three months ended March 31, 2025 was impacted by the payment of a legal settlement of $2,000 thousand.

Investing Activities

Cash used in investing activities was $1,182 thousand and $1,175 thousand for the three months ended March 31, 2026 and 2025, respectively. Cash used in investing activities for both periods related to capital expenditures primarily for the development of internal use software and IT equipment.

Financing Activities

Cash used in financing activities for the three months ended March 31, 2026 was $250 thousand as we paid deferred financing fees previously incurred in connection with our term loan that was originated in November 2025. We did not have any financing activities during the three months ended March 31, 2025.

Debt Covenants

Our loan agreement includes customary representations and warranties and covenants associated with our term loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), share repurchases, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Such covenants and limitations on indebtedness include (but are not limited to) that we must maintain the greater of (i) $15,000 thousand of Qualified Cash (as defined in the loan agreement) or (ii) Qualified Cash that results in Remaining Months Liquidity (as defined in our loan agreement) of at least 6 months. Additionally, our outstanding borrowings must not exceed certain multiples of our TTM Contribution Margin. If at any

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time, the outstanding borrowings exceed the required multiple of our TTM Contribution Margin, we will be required to immediately repay principal until the outstanding borrowings are less than the applicable multiple. Our ability to access the maximum borrowing capacity under our term loan will require our future TTM Contribution Margin to exceed historical levels. As of March 31, 2026, we were in compliance with these covenants.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies and estimates are more fully described in our 2025 Annual Report. There have been no material changes to our critical accounting policies and estimates previously disclosed in our 2025 Annual Report.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part 1, Item 1 of this report for a discussion regarding recently issued accounting standards.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Certain statements in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including our expectations with respect to: revenue growth; enhancing the Learning Membership experience; gross margin and operating leverage; return on sales and marketing investments; changes to our marketplace infrastructure systems; simplifying our operations model while growing our business; or the sufficiency of our cash to fund future operations. Any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “seeks,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Our financial condition, results of operations, and cash flows may differ materially from those in the forward-looking statements as a result of various factors, including:

•our offerings continue to evolve, which makes it difficult to predict our future financial and operating results;

•our level of indebtedness, which could adversely affect our financial condition;

•our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us;

•our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity;

•risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer and Institutional businesses;

•risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights;

•risks associated with our classification of some individuals and entities we contract with as independent contractors;

•risks associated with the liquidity and trading of our securities;

•risks associated with payments that we may be required to make under the tax receivable agreement;

•litigation, regulatory, and reputational risks arising from the fact that many of our Learners are minors;

•changes in applicable law or regulation;

•the possibility of cyber-related incidents and their related impacts on our business and results of operations;

•risks associated with the development and use of artificial intelligence and related regulatory uncertainty;

•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

•risks associated with managing our growth; and

•other risks and uncertainties included under “Risk Factors” within Part II, Item 1A of this report and in our 2025 Annual Report filed with the SEC on February 26, 2026.

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You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” elsewhere in this report. Readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk and foreign currency exchange rates are immaterial.

Interest Rate Risk

As of March 31, 2026 and December 31, 2025, we had outstanding principal value of indebtedness of $20,000 thousand related to outstanding borrowings under our Term Loan that bore interest at a weighted-average variable rate of 10.75%. A hypothetical 100 basis point change in interest rates would have had an immaterial impact on both interest expense and interest paid on variable rate debt during the three months ended March 31, 2026. We did not have any outstanding indebtedness during the three months ended March 31, 2025. For additional information regarding the Company’s debt, refer to Note 10 within “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1 of this report.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2026. Based on that evaluation, the Company’s CEO and CFO concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Effectiveness of Controls and Procedures

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

For information regarding our legal proceedings, refer to Note 12 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part I, Item 1 of this report, which is incorporated herein by reference.

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ITEM 1A. RISK FACTORS.

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the SEC on February 26, 2026. There have been no material changes to the risk factors previously disclosed in our 2025 Annual Report. These risks could materially and adversely affect our business, financial condition, results of operations, and cash flows. However, these risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations, and cash flows.

ITEM 5. OTHER INFORMATION.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2026, no director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, of the Company adopted, modified ,or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K during the three months ended March 31, 2026.

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Form 10-Q or are incorporated herein by reference.


Exhibit No.						Description

3.1						Certificate of Incorporation of Nerdy Inc. (incorporated by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed on September 24, 2021 (File No. 001-39595)).

3.2						Bylaws of Nerdy Inc. (incorporated by reference to Exhibit 3.2 filed with the Company’s Form 8-K filed on September 24, 2021 (File No. 001-39595)).

31.1						Certification of Charles Cohn pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 7, 2026.

31.2						Certification of Atul Bagga pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 7 , 202 6 .

* 32.1						Certification of Charles Cohn and Atul Bagga , pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 7 , 202 6 .

101						Interactive Data File (Form 10-Q for the quarterly period ended March 31, 2026 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.”

104						The cover page from the Company’s Form 10-Q for the quarterly period ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

* These certifications are deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Nerdy Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Nerdy Inc.

Date: May 7, 2026	By:	/s/ Atul Bagga
		Name: Atul Bagga
		Title: Chief Financial Officer

Nerdy Inc. 10-Q