Nerdy Inc. 8-K

What Happened

• Nerdy Inc. (NRDY) announced that Jason Pello ceased serving as Chief Financial Officer effective April 3, 2026. On May 21, 2026 the company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release.
• Under the agreement Mr. Pello will act as a consultant through October 3, 2026 and will receive aggregate consulting payments of $223,125. The agreement also provides for the continued vesting of 333,333 restricted stock units that were scheduled to vest on April 15, 2026 and May 15, 2026. The release becomes effective after the applicable revocation period. The full agreement is filed as Exhibit 10.1 to the Form 8-K.

Key Details

• Effective departure date: April 3, 2026 (CFO: Jason Pello).
• Agreement date: May 21, 2026; consulting term ends October 3, 2026.
• Cash commitment: $223,125 in aggregate consulting payments.
• Equity: continued vesting of 333,333 restricted stock units scheduled for April 15 and May 15, 2026.

Why It Matters

• This provides short-term finance continuity while the company transitions away from its prior CFO, with a modest cash cost ($223k) and retention of previously scheduled equity vesting.
• Continued vesting of 333,333 RSUs preserves expected equity dilution/timing for those awards and may affect outstanding share counts when vested.
• Investors should note the company has not disclosed a permanent CFO in this filing; look for future updates on a successor and any impacts to financial reporting or guidance.