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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 September 30, 2025
OR
☐ 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 Logo - Black.jpg
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 - 122,938,630 shares of common stock as of October 31, 2025
Class B common stock, par value $0.0001 per share - 64,395,418 shares of common stock as of October 31, 2025

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NERDY INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page
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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
September 30,		 Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 37,019  $ 37,530  $ 129,877  $ 142,241 
Cost of revenue 13,723  11,077  51,128  45,786 
Gross Profit 23,296  26,453  78,749  96,455 
Sales and marketing expenses 16,563  20,315  45,906  53,244 
General and administrative expenses 25,815  31,862  80,798  97,017 
Operating Loss (19,082) (25,724) (47,955) (53,806)
Interest income (357) (768) (1,184) (2,533)
Other (income) expense, net
 (4) (27) —  8 
Loss before Income Taxes (18,721) (24,929) (46,771) (51,281)
Income tax expense 35  29  137  90 
Net Loss (18,756) (24,958) (46,908) (51,371)
Net loss attributable to noncontrolling interests (6,469) (9,058) (16,228) (18,932)
Net Loss Attributable to Class A Common Stockholders $ (12,287) $ (15,900) $ (30,680) $ (32,439)
Loss per share of Class A Common Stock:
Basic and Diluted
 $ (0.10) $ (0.14) $ (0.26) $ (0.29)
Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted
 121,666  113,287  120,091  110,267 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
(in thousands)
Three Months Ended
September 30,		 Nine Months Ended
September 30,
2025 2024 2025 2024
Net Loss $ (18,756) $ (24,958) $ (46,908) $ (51,371)
Foreign currency translation adjustments (26) 66  90  58 
Total Comprehensive Loss (18,782) (24,892) (46,818) (51,313)
Comprehensive loss attributable to noncontrolling interests (6,478) (9,034) (16,196) (18,911)
Total Comprehensive Loss Attributable to Class A Common Stockholders $ (12,304) $ (15,858) $ (30,622) $ (32,402)
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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NERDY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)
September 30,
2025		 December 31,
2024
ASSETS
Current Assets
Cash and cash equivalents $ 32,710  $ 52,541 
Accounts receivable, net 6,496  7,335 
Other current assets 5,284  4,838 
Total Current Assets 44,490  64,714 
Fixed assets, net 16,404  17,148 
Goodwill 5,717  5,717 
Intangible assets, net 2,051  2,430 
Other assets 1,750  2,498 
Total Assets $ 70,412  $ 92,507 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable $ 5,624  $ 2,555 
Deferred revenue 15,916  15,263 
Other current liabilities 9,476  10,509 
Total Current Liabilities 31,016  28,327 
Other liabilities 2,339  3,067 
Total Liabilities 33,355  31,394 
Stockholders’ Equity
Class A common stock 12  12 
Class B common stock 6  6 
Additional paid-in capital 612,723  597,308 
Accumulated deficit (588,546) (557,866)
Accumulated other comprehensive income
 77  19 
Total Stockholders’ Equity Excluding Noncontrolling Interests 24,272  39,479 
Noncontrolling interests 12,785  21,634 
Total Stockholders’ Equity 37,057  61,113 
Total Liabilities and Stockholders’ Equity $ 70,412  $ 92,507 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
Nine Months Ended
September 30,
2025 2024
Cash Flows From Operating Activities
Net Loss $ (46,908) $ (51,371)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization 5,540  5,137 
Amortization of intangibles 468  460 
Non-cash stock-based compensation expense 21,973  32,238 
Other
 69  — 
Other changes in operating assets and liabilities:
Decrease in accounts receivable, net 839  7,974 
Increase in other current assets
 (578) (893)
Decrease in other assets 748  1,598 
Increase in accounts payable
 3,041  3,084 
Increase (decrease) in deferred revenue
 171  (4,793)
(Decrease) increase in other current liabilities
 (239) 2,577 
Decrease in other liabilities (1,037) (299)
Net Cash Used in Operating Activities (15,913) (4,288)
Cash Flows From Investing Activities
Capital expenditures (4,051) (5,700)
Net Cash Used In Investing Activities (4,051) (5,700)
Cash Flows From Financing Activities
Net Cash Used In Financing Activities —  — 
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash 1  (18)
Net Decrease in Cash, Cash Equivalents, and Restricted Cash (19,963) (10,006)
Cash, Cash equivalents, and Restricted Cash, Beginning of Year 52,673  75,140 
Cash, Cash Equivalents, and Restricted Cash, End of Period $ 32,710  $ 65,134 
Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software $ 789  $ 1,275 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(in thousands)
As Of and For The Three Months Ended
September 30,		 As Of and For The Nine Months Ended
September 30,
2025 2024 2025 2024
Class A Common Stock
Beginning and end of period 12  11  $ 12  $ 11 
Class B Common Stock
Beginning and end of period 6  7  6  7 
Additional Paid-In Capital
Beginning of period 607,974  583,948  597,308  567,709 
Non-cash stock-based compensation 7,099  10,069  22,762  33,224 
Conversion of combined interests into Class A common stock —  135  —  976 
Rebalancing of ownership percentage between controlling and the noncontrolling interests (2,350) (3,190) (7,347) (10,947)
End of period 612,723  590,962  612,723  590,962 
Accumulated Deficit
Beginning of period (576,259) (531,820) (557,866) (515,281)
Net loss (12,287) (15,900) (30,680) (32,439)
End of period (588,546) (547,720) (588,546) (547,720)
Accumulated Other Comprehensive Income
Beginning of period 94  26  19  31 
Foreign currency translation adjustments (17) 42  58  37 
End of period 77  68  77  68 
Total Stockholders’ Equity Excluding Noncontrolling Interests 24,272  43,328  24,272  43,328 
Noncontrolling Interests
Beginning of period 16,913  30,378  21,634  33,129 
Net loss (6,469) (9,058) (16,228) (18,932)
Non-cash stock-based compensation —  79  —  289 
Foreign currency translation adjustments (9) 24  32  21 
Conversion of combined interests into Class A common stock —  (135) —  (976)
Rebalancing of ownership percentage between controlling and the noncontrolling interests 2,350  3,190  7,347  10,947 
End of period 12,785  24,478  12,785  24,478 
Total Stockholders’ Equity 37,057  67,806  $ 37,057  $ 67,806 
Class A Common Stock - Shares
Beginning of period 121,027  112,245  117,699  106,416 
Activity under stock compensation plans 1,346  2,227  4,674  6,130 
Conversion of combined interests into Class A common stock —  500  —  2,426 
End of period 122,373  114,972  122,373  114,972 
Class B Common Stock - Shares
Beginning of period 64,395  65,427  64,395  67,256 
Activity under stock compensation plans —  16  —  113 
Conversion of combined interests into Class A common stock —  (500) —  (2,426)
End of period 64,395  64,943  64,395  64,943 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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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, 2024. 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, 2024, filed with the SEC on February 27, 2025.
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.
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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.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU calls for a prospective method of adoption, but a retrospective method of adoption is permitted. The Company’s adoption of this ASU will result in expanded disclosures related to income taxes but will not have a material impact on the Company’s financial statements.
NOTE 3 — NONCONTROLLING INTERESTS
As of September 30, 2025, Legacy Nerdy Holders owned 64,395 OpCo Units, equal to 34.5% of the economic interest in Nerdy LLC, and 64,395 shares of Class B Common Stock. As of December 31, 2024, Legacy Nerdy Holders owned 64,395 OpCo Units equal to 35.4% of the economic interest in Nerdy LLC, and 64,395 shares of Class B Common Stock.
Nerdy Inc. owned 65.5% and 64.6% of the outstanding OpCo Units as of September 30, 2025 and December 31, 2024, 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.
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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
September 30,		 As Of and For The Nine Months Ended
September 30,
2025 2024 2025 2024
OpCo Units
Nerdy Inc.
Beginning of period 121,027  112,245  117,699  106,416 
Vesting or exercise of equity awards 1,346  2,227  4,674  6,130 
Conversion of Combined Interests into Class A Common Stock —  500  —  2,426 
End of period 122,373  114,972  122,373  114,972 
Legacy Nerdy Holders
Beginning of period 64,395  65,427  64,395  67,256 
Vesting or exercise of equity awards —  16  —  113 
Conversion of Combined Interests into Class A Common Stock —  (500) —  (2,426)
End of period 64,395  64,943  64,395  64,943 
Total
Beginning of period 185,422  177,672  182,094  173,672 
Vesting or exercise of equity awards 1,346  2,243  4,674  6,243 
End of period 186,768  179,915  186,768  179,915 
Ownership Percentage
Nerdy Inc.
Beginning of period 65.3  % 63.2  % 64.6  % 61.3  %
End of period 65.5  % 63.9  % 65.5  % 63.9  %
Legacy Nerdy Holders
Beginning of period 34.7  % 36.8  % 35.4  % 38.7  %
End of period 34.5  % 36.1  % 34.5  % 36.1  %
NOTE 4 — REVENUE
The following table presents the Company’s revenue by business category for the periods presented.
Three Months Ended
September 30,		 Nine Months Ended
September 30,
2025 % 2024 % 2025 % 2024 %
Consumer $ 33,166  89  % $ 31,919  85  % $ 109,003  84  % $ 113,237  79  %
Institutional 3,688  10  % 5,429  14  % 20,376  15  % 28,451  20  %
Other
 165  1  % 182  1  % 498  1  % 553  1  %
Revenue $ 37,019  100  % $ 37,530  100  % $ 129,877  100  % $ 142,241  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.
September 30,
2025		 December 31,
2024
Accounts receivable, net $ 6,496  $ 7,335 
Deferred revenue $ 15,916  $ 15,263 
“Accounts receivable, net” is reported net of reserves of $888 and $781 as of September 30, 2025 and December 31, 2024, respectively.
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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 September 30, 2025.
The effective income tax rate was (0.19)% and (0.29)% for the three and nine months ended September 30, 2025, respectively. The effective income tax rate was (0.12)% and (0.18)% for the three and nine months ended September 30, 2024, respectively. The effective income tax rates differed significantly from the statutory rates in both the current and prior year periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported in all periods represents amounts owed to state authorities.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, resulting in impacts to the Company’s deferred tax positions. However, these impacts were not material to its financial statements because the Company maintains a full valuation allowance against its deferred tax assets.
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
September 30,		 Nine Months Ended
September 30,
2025 2024 2025 2024
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (12,287) $ (15,900) $ (30,680) $ (32,439)
Weighted-average shares of Class A Common Stock for basic and diluted loss per share 121,666  113,287  120,091  110,267 
Basic and Diluted loss per share of Class A Common Stock $ (0.10) $ (0.14) $ (0.26) $ (0.29)
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.
Three Months Ended
September 30,		 Nine Months Ended
September 30,
2025 2024 2025 2024
Stock options 2,484  1,919  2,484  1,919 
Stock appreciation rights 5,627  5,713  5,627  5,713 
Restricted stock awards —  6  —  6 
Restricted stock units 8,759  16,832  8,759  16,832 
Restricted stock units - founder’s award 9,258  9,258  9,258  9,258 
Market-based performance restricted stock units
 1,962  —  1,962  — 
Combined Interests that can be converted into shares of Class A Common Stock 64,395  64,943  64,395  64,943 
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NOTE 7 — CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
The Company includes amounts in restricted cash required to be set aside by contractual agreement. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented.
September 30,
2025		 December 31,
2024		 September 30,
2024		 December 31,
2023
Cash and cash equivalents $ 32,710  $ 52,541  $ 65,002  $ 74,824 
Restricted cash included in Other current assets —  132  132  184 
Restricted cash included in Other assets —  —  —  132 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 32,710  $ 52,673  $ 65,134  $ 75,140 
NOTE 8 — FIXED ASSETS, NET
The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented.
September 30,
2025		 December 31,
2024
Fixed assets $ 55,850  $ 51,208 
Accumulated depreciation (39,446) (34,060)
$ 16,404  $ 17,148 
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
September 30,		 Nine Months Ended
September 30,
Statement of Operations Location 2025 2024 2025 2024
Amortization expense related to capitalized internal use software Cost of revenue $ 1,735  $ 1,562  $ 5,102  $ 4,444 
Depreciation expense General and administrative expenses 134  217  438  693 
NOTE 9 — 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.
September 30,
2025		 December 31, 2024
Carrying amount $ 6,311  $ 6,075 
Accumulated amortization (4,260) (3,645)
$ 2,051  $ 2,430 
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
September 30,		 Nine Months Ended
September 30,
Statement of Operations Location 2025 2024 2025 2024
Amortization expense related to intangible assets General and administrative expenses $ 158  $ 155  $ 468  $ 460 
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NOTE 10 — FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities include cash and cash equivalents, restricted cash, 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 and nine months ended September 30, 2025 or 2024.
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 September 30, 2025, Nerdy Inc. has not recognized a liability of $117,228 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 and nine months ended September 30, 2025 or 2024. 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.
In 2019, a Complaint was filed in a Superior California Court against Varsity Tutors alleging that Varsity Tutors misclassified California tutors as independent contractors as opposed to employees in violation of the California Labor Code and seeking penalties and other remedies under California’s Private Attorneys General Act (“PAGA”). In October 2023, Varsity Tutors agreed to a tentative settlement in this matter. No expense was recorded in the Condensed Consolidated Statements of Operations related to this matter for the three and nine months ended September 30, 2025 or 2024. At December 31, 2024, the Company had accrued $2,000 for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheet. The Court approved the aforementioned settlement, which Varsity Tutors paid in the first quarter of 2025.
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.
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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.
The following table presents information about the Company’s Tutoring Segment for the periods presented.
Three Months Ended
September 30,		 Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 37,019  $ 37,530  $ 129,877  $ 142,241 
Less:
Cost of revenue 13,723  11,077  51,128  45,786 
Employee-related expense (excluding product and development expense)
 20,180  25,453  59,699  71,001 
Marketing expense
 8,498  10,829  23,717  29,963 
Product and development expense 10,285  11,273  31,702  33,505 
Depreciation and amortization of intangible assets
 292  372  906  1,153 
Other segment items (a) 3,119  4,223  10,680  14,647 
Interest income
 (357) (768) (1,184) (2,533)
Income tax expense 35  29  137  90 
Segment Net Loss $ (18,756) $ (24,958) $ (46,908) $ (51,371)
(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, rent expense, and other overhead expense.
NOTE 14 — SUBSEQUENT EVENT
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 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), 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 (as defined in the Loan Agreement). 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.
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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. 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.
On November 3, 2025, the Company borrowed $20,000 under the Term Loan. These proceeds may be used for working capital and other general corporate purposes as permitted by the Term Loan. The remaining $10,000 under the first tranche of Term Loan will be 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.
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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, 2024 (the “2024 Annual Report”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 27, 2025. 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 2024 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 platform for live online learning. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including artificial intelligence (“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, tutor 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 directly to individual Learners (“Consumer(s)”), as well as through education systems (“Institution(s)”). 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 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 exclude our Institutional business. Our Active Member count as of September 30, 2025 was lower when compared to September 30, 2024 primarily due to operational challenges that we are actively addressing through the appointment of a new Chief Operating Officer to drive enhanced operational execution and systematic process improvements. We are also rolling out new student and Expert platform user experiences in the fourth quarter that we believe will re-accelerate growth.
Active Members in thousands September 30,
2025		 June 30,
2025		 March 31,
2025		 December 31,
2024		 September 30,
2024		 June 30,
2024
Active Members 34.3  30.6  40.5  37.5  39.7  35.5 
YoY change
 (14)% (14)% (12)% (8)% 1% 15%
“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 September 30, 2025 was higher when compared to September 30, 2024 due to the mix shift to higher frequency Learning Memberships coupled with price increases enacted during the first quarter of 2025, coupled with higher retention in newer cohorts due primarily to improvements in the user experience and new Expert incentives.
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ARPM in ones
 September 30,
2025		 June 30,
2025		 March 31,
2025		 December 31,
2024		 September 30,
2024		 June 30,
2024
ARPM
 $ 374  $ 348  $ 335  $ 302  $ 302  $ 281 
YoY change
 24% 24% 14% (2)% (13)% (20)%

“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 and nine months ended September 30, 2025 decreased when compared to the prior year periods. These decreases were 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, coupled with lower utilization of tutoring sessions in our Institutional business as a result of lower bookings.
Three Months Ended
September 30,		 Change Nine Months Ended
September 30,		 Change
Active Experts in thousands
 2025 2024 % 2025 2024 %
Active Experts 8.1  9.5  (15)% 13.8  17.3  (20)%
RESULTS OF OPERATIONS
Three Months Ended
September 30,		 Nine Months Ended
September 30,
dollars in thousands 2025 % 2024 % 2025 % 2024 %
Revenue $ 37,019  100  % $ 37,530  100  % $ 129,877  100  % $ 142,241  100  %
Cost of revenue 13,723  37  % 11,077  30  % 51,128  39  % 45,786  32  %
Gross Profit 23,296  63  % 26,453  70  % 78,749  61  % 96,455  68  %
Sales and marketing expenses 16,563  45  % 20,315  54  % 45,906  36  % 53,244  38  %
General and administrative expenses 25,815  70  % 31,862  85  % 80,798  62  % 97,017  68  %
Operating Loss (19,082) (52) % (25,724) (69) % (47,955) (37) % (53,806) (38) %
Interest income (357) (1) % (768) (3) % (1,184) (1) % (2,533) (2) %
Other (income) expense, net (4) —  % (27) —  % —  —  % 8  —  %
Loss before Income Taxes (18,721) (51) % (24,929) (66) % (46,771) (36) % (51,281) (36) %
Income tax expense 35  —  % 29  —  % 137  —  % 90  —  %
Net Loss (18,756) (51) % (24,958) (66) % (46,908) (36) % (51,371) (36) %
Revenue
Revenue for the three months ended September 30, 2025 decreased slightly when compared to the prior year period due to lower Institutional revenue, partially offset by higher Consumer revenue. Within Consumer revenue, Learning Membership revenue in the third quarter of 2025 increased 5% year-over-year, which was partially offset by a specific state-funded program ($907 thousand for the three months ended September 30, 2024) that did not recur in 2025.
Revenue for the nine months ended September 30, 2025 decreased when compared to the prior year period primarily due to lower Institutional revenue and a specific state-funded program ($5,382 thousand for the nine months ended September 30, 2024) within Consumer revenue that did not recur in 2025. Also within Consumer Revenue, Learning Membership revenue for the nine months ended September 30, 2025 increased 1% year-over-year.
Both current year periods were positively impacted by higher ARPM in our Consumer business as a result of a mix shift to higher frequency Learning Memberships and price increases enacted during the first quarter of 2025, coupled with higher retention in newer cohorts due primarily to improvements in the user experience and investments in Expert pay and incentives.
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The following tables present our revenue by business category for the periods presented.
Three Months Ended
September 30,		 Change
dollars in thousands 2025 % 2024 % $ %
Consumer $ 33,166  89  % $ 31,919  85  % $ 1,247  4  %
Institutional 3,688  10  % 5,429  14  % (1,741) (32) %
Other 165  1  % 182  1  % (17) (9) %
Revenue $ 37,019  100  % $ 37,530  100  % $ (511) (1) %
Nine Months Ended
September 30,		 Change
dollars in thousands 2025 % 2024 % $ %
Consumer $ 109,003  84  % $ 113,237  79  % $ (4,234) (4) %
Institutional 20,376  15  % 28,451  20  % (8,075) (28) %
Other 498  1  % 553  1  % (55) (10) %
Revenue $ 129,877  100  % $ 142,241  100  % $ (12,364) (9) %
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
September 30,		 Change Nine Months Ended
September 30,		 Change
dollars in thousands
 2025 2024 $ % 2025 2024 $ %
Revenue $ 37,019 $ 37,530 $ (511) (1)% $ 129,877 $ 142,241 $ (12,364) (9)%
Cost of revenue 13,723 11,077 (2,646) (24)% 51,128 45,786 (5,342) (12)%
Gross Profit $ 23,296 $ 26,453 $ (3,157) (12)% $ 78,749 $ 96,455 $ (17,706) (18)%
% Margin 63  % 70  % 61  % 68  %
Cost of revenue for the three and nine months ended September 30, 2025 increased primarily due to higher Expert costs of $2,473 thousand and $4,684 thousand, respectively, primarily driven by investments in Expert pay and incentives. We believe these investments drive Expert satisfaction and engagement with our platform (and Learners) by allowing certain Experts to receive additional income for each sequential recurring session with the same student. Following the adoption of the new incentives, we continue to see faster time to the first session, more sessions in the first 30 days, lower tutor replacement rates, and higher retention.
Gross margin for both current year periods decreased primarily due to investments in Expert pay and incentives. For the second consecutive quarter, gross margin improved sequentially quarter-over-quarter as margins increased approximately 140 basis points when compared to the second quarter of 2025. This gross margin expansion was primarily a result of price increases for new Consumer customers enacted during the first quarter of 2025. We expect sequential quarterly gross margin improvement to continue into the fourth quarter of 2025 as the mix of our Consumer revenue continues to shift into higher frequency and higher priced Learning Memberships, and as we are able to better optimize tutoring incentives now made possible due to improvements in the new tutor experience platform.
Operating Expenses
The following table sets forth our operating expenses for the periods presented.
Three Months Ended
September 30,		 Change Nine Months Ended
September 30,		 Change
dollars in thousands
 2025 2024 $ % 2025 2024 $ %
Sales and marketing expenses $ 16,563  $ 20,315  $ (3,752) (18)% $ 45,906  $ 53,244  $ (7,338) (14)%
General and administrative expenses 25,815  31,862  (6,047) (19)% 80,798  97,017  (16,219) (17)%
Total operating expenses $ 42,378  $ 52,177  $ (9,799) (19)% $ 126,704  $ 150,261  $ (23,557) (16)%
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Sales and Marketing
Sales and marketing expenses for the three months ended September 30, 2025 and 2024 included non-cash stock-based compensation of $336 thousand and $556 thousand, respectively. Excluding these impacts in both periods, sales and marketing expenses decreased $3,532 thousand, or 18%. Sales and marketing expenses for the nine months ended September 30, 2025 included non-cash stock-based compensation and restructuring costs of $1,010 thousand and $193 thousand, respectively. Sales and marketing expenses for the nine months ended September 30, 2024 included non-cash stock-based compensation of $1,729 thousand. Excluding these impacts in both periods, sales and marketing expenses decreased $6,812 thousand, or 13%.
These decreases in sales and marketing expenses were driven by Consumer marketing efficiency gains coupled with the moderation of our investment in the Institutional business given near-term funding uncertainties. We believe our new end-to-end Varsity Tutors for Schools experience that launches toward the end of the fourth quarter will better align to how schools operate, make it easier for school leaders to prescribe interventions and act upon data, and ultimately be a more sellable product for district wide sales.
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 $10,285 thousand and $11,273 thousand for the three months ended September 30, 2025 and 2024, respectively. Product and development costs were $31,702 thousand and $33,505 thousand for the nine months ended September 30, 2025 and 2024, 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 September 30, 2025 and 2024 included non-cash stock based compensation of $6,511 thousand and $9,256 thousand, respectively. Excluding these impacts in both periods, general and administrative expenses decreased $3,302 thousand, or 15%. General and administrative expenses for the nine months ended September 30, 2025 included non-cash stock based compensation and restructuring costs of $20,963 thousand and $455 thousand, respectively. General and administrative expenses for the nine months ended September 30, 2024 included non-cash stock based compensation of $30,509 thousand. Excluding these impacts in both periods, general and administrative expenses decreased $7,128 thousand, or 11%.
AI-enabled productivity improvements, coupled with new software-driven processes and system implementations, headcount reductions, and other cost reduction efforts, have enabled us to generate operating efficiencies and remove significant costs from the business. Recent advances in our application of AI across the entire tech stack provide us with the opportunity to move faster and drive further levels of productivity and operating leverage, while improving both the customer experience and operational consistency as we scale our business.
Interest Income
Interest income for the three months ended September 30, 2025 was $357 thousand, a decrease from $768 thousand in the same period in 2024, driven by lower interest income on our cash balances during the current period. Interest income for the nine months ended September 30, 2025 was $1,184 thousand, a decrease from $2,533 thousand in the same period in 2024, driven by lower interest income on our cash balances during the current period.
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents totaling $32,710 thousand and $52,541 thousand, respectively. We have incurred cumulative losses from our operations, and we will likely incur additional losses in the future. Our operations have historically been financed primarily through cash on hand 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 the Term Loan (as defined below). If cash on hand or from the Term Loan (as defined below) 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.
On November 3, 2025 (“Closing Date”), subsequent to the end of the period, we and certain of our 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 thousand (the “Term Loan”), subject to certain terms and conditions, with the first tranche of up to $30,000 thousand available for borrowing in multiple draws of at least $2,500 thousand and the second tranche of up to $20,000 thousand available for borrowing in multiple draws of at least $2,500 thousand.
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On the Closing Date, we borrowed $20,000 thousand under the Term Loan. These proceeds may be used for working capital and other general corporate purposes as permitted by the Term Loan. The remaining $10,000 thousand under the first tranche of Term Loan will be 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. Our ability to access the maximum borrowing capacity under the Term Loan will require our future TTM Contribution Margin (as defined in the Loan Agreement) to exceed historical levels.
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.
As of September 30, 2025, we had no debt obligations. However, as discussed above, we and certain of our subsidiaries entered into the Loan Agreement with Hercules and the lenders party thereto on November 3, 2025, pursuant to which the lenders made the Term Loan available to us. 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, we will be required to repay in equal monthly installments of the principal and interest until the Maturity Date. 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), 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 the Loan Agreement) of at least 6 months. Additionally, our outstanding borrowings must not exceed certain multiples of our TTM Contribution Margin (as defined in the Loan Agreement). If at any time, the outstanding borrowings exceed the required multiple of the TTM Contribution Margin, we will be required to immediately repay principal until the outstanding borrowings are less than the applicable multiple. The obligations under the Loan Agreement are secured by a security interest in substantially all of the our assets and the assets of our 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.
Our other cash requirements under contractual obligations and commitments consist primarily of a lease arrangement. For information on our lease obligations and the amount and timing of future payments, see Note 15 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of our 2024 Annual Report. There have been no material changes to our leasing arrangements previously disclosed in our 2024 Annual Report.
The following table sets forth our cash flows for the periods presented.
Nine Months Ended
September 30,
dollars in thousands 2025 2024
Cash used in:
Operating activities $ (15,913) $ (4,288)
Investing activities (4,051) (5,700)
Financing activities —  — 
Effect of Exchange Rate Change on Cash, Cash equivalents, and Restricted Cash 1  (18)
Net Decrease in Cash, Cash Equivalents, and Restricted Cash $ (19,963) $ (10,006)
Operating Activities
Cash used in operating activities for the nine months ended September 30, 2025 increased $11,625 thousand when compared to the same period in 2024, primarily due to lower revenue and gross margin, the payment of a legal settlement of $2,000 thousand, and changes in working capital.
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Investing Activities
Cash used in investing activities was $4,051 thousand and $5,700 thousand for the nine months ended September 30, 2025 and 2024, 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
We did not have any financing activities during the nine months ended September 30, 2025 or 2024.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies and estimates are more fully described in our 2024 Annual Report. There have been no material changes to our critical accounting policies and estimates previously disclosed in our 2024 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; continued improvements in sales and marketing leverage; gross margin and operating leverage; the growth of our Institutional business; changes to our marketplace infrastructure systems; simplifying our operations model while growing our business; 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 rapid growth; and
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•other risks and uncertainties included under “Risk Factors” within Part II, Item 1A of this report and in our 2024 Annual Report filed with the SEC on February 27, 2025.
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.
EMERGING GROWTH COMPANY STATUS
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We expect to remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of TPG Pace Tech Opportunities’ initial public offering, (b) in which we have total annual gross revenue of at least $1,235,000 thousand, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates equals or exceeds $700,000 thousand as of the prior June 30 or (2) the date on which we have issued more than $1,000,000 thousand in non-convertible debt securities during the prior three-year period. Based upon the facts and circumstances that existed as of September 30, 2025, we continued to be an emerging growth company for our quarterly report for the period ended September 30, 2025. However, due to the fifth anniversary of the closing date of the TPG Pace’s initial public offering occurring in 2025, we will no longer be an emerging growth company starting with our Annual Report on Form 10-K for the year ended December 31, 2025, and as a result, will no longer be able to take advantage of the exemptions listed above.
SMALLER REPORTING COMPANY STATUS
We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. An entity is a “smaller reporting company” based upon the following criteria: (i) the market value of our shares of common stock held by non-affiliates is less than $250,000 thousand as of the prior June 30, or (ii) our annual revenues are less than $100,000 thousand during the prior fiscal year and the market value of our shares of common stock held by non-affiliates is less than $700,000 thousand as of the prior June 30. Based upon the facts and circumstances that existed as of June 30, 2025, we will remain a smaller reporting company for our Annual Report on Form 10-K for the year ended December 31, 2025 (and interim periods therein) and for our quarterly reports in the 2026 interim periods.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our exposure to market risk, foreign currency exchange rates, and interest rates are immaterial.
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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 September 30, 2025. Based on that evaluation, the Company’s CEO and CFO concluded that, as of September 30, 2025, 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 September 30, 2025, 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.
For disclosure of environmental proceedings with a governmental entity as a party pursuant to Item 103(c)(3)(iii) of Regulation S-K, we have elected to disclose matters where we reasonably believe such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1,000 thousand or more. Applying this threshold, there are no such environmental proceedings to disclose as of and for the three months ended September 30, 2025.
ITEM 1A. RISK FACTORS.
In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and the risk factors set forth below, 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, 2024 (the “2024 Annual Report”), filed with the SEC on February 27, 2025. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our 2024 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.
Risk Related to Our Indebtedness
Our operating activities may be restricted as a result of covenants related to our Term Loan, which we may be required to repay in an event of default, which could have a materially adverse effect on our business.
On November 3, 2025, we entered into the Loan Agreement with 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 up to $50,000 thousand. Until we have repaid such indebtedness, the Loan Agreement subjects us to various customary covenants, including requirements as to financial reporting and insurance, restrictions on our ability to dispose of our business or property, to change our line of business, to liquidate or dissolve, to merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, to incur additional indebtedness, to incur liens on our property including intellectual property, to pay certain dividends or other distributions on capital stock, to redeem capital stock and to maintain liquidity of a specified amount. Our business may be adversely affected by these restrictions on our ability to operate our business. The Term Loan will be guaranteed by certain of our subsidiaries and secured by a lien on substantially all of our and the guarantors' assets.
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Additionally, we may be required to repay the outstanding indebtedness under the Term Loan if an event of default occurs under the Loan Agreement. As a result of the occurrence of an event of default, Hercules could accelerate all of the obligations under the Loan Agreement or foreclose on the collateral securing the loan. In the event of an acceleration of amounts due under the Term Loan, we may not have enough available cash or be able to raise additional funds through equity or debt financings to repay such indebtedness at the time any such event of default occurs. In this case, we may be required to delay, limit, reduce or terminate our operating plans. Our business, financial condition and results of operations could be materially adversely affected as a result of any of these events.
Our level of indebtedness and debt service obligations could adversely affect our financial condition and may make it more difficult for us to fund our operations.
The Term Loan with Hercules provides up to $50,000 thousand of debt financing and has interest-only payments for an initial period of 36 months, 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. Thereafter, we are obligated to make payments that will include installments of principal and interest through the Maturity Date.
This indebtedness may create additional financing risk for us, particularly if our business or prevailing financial market conditions are not conducive to paying off or refinancing our outstanding debt obligations at maturity. This indebtedness could also have important negative consequences, including the fact that:
•we will need to repay our indebtedness by making payments of interest and principal, which will reduce the amount of money available to finance our operations, our research and development efforts, and other general corporate activities; and
•our failure to comply with the restrictive covenants in the Loan Agreement could result in an event of default that, if not cured or waived, would accelerate our obligation to repay this indebtedness, and Hercules could seek to enforce its security interest in the assets securing such indebtedness.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, the adoption or termination of contracts, instructions, or written plans for the purchase or sale of our securities by a director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, each of which is intended to satisfy the affirmative defense conditions of 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, were as follows:
Name Title Action Date Adopted Expiration
Date
Aggregate Number of Securities to be Sold
Jason Pello
Chief Financial Officer
 Adoption 9/10/2025 3/31/2026 150,000
No other director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, of the Company adopted 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 September 30, 2025.
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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
3.2
†10.1
31.1
31.2
* 32.1
101
Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2025 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 September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
† These exhibits constitute management contracts, compensatory plans, and arrangements.
*    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: November 6, 2025
 By: /s/ Jason Pello
Name: Jason Pello
Title:   Chief Financial Officer
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EX-10.1 2 cooexecutiveservicesagreem.htm COO EXECUTIVE SERVICES AGREEMENT Document




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July 28, 2025

John A. Paszterko


Dear John,

We believe that you have an impressive background and would excel in an executive-level role with Nerdy Inc. (NYSE: NRDY) and its subsidiaries and related/affiliated entities. As such, we offer you this Executive Services Agreement (“Agreement”) outlining the terms of your employment.
This Agreement is made and entered into on the date last written below by and between Live Learning Technologies Shared Resources LLC (“LLTSR”), your employer of record and common paymaster (as is the situation with all of our U.S. employees). LLTSR is the sister company of Varsity Tutors LLC (“Varsity Tutors”) and Varsity Tutors for Schools LLC (“VTS”). Varsity Tutors and VTS are each wholly owned subsidiaries of Nerdy LLC, and Nerdy Inc. is the majority shareholder of Nerdy LLC. Your roles and responsibilities will primarily relate to VTS but may include other Nerdy Inc. subsidiaries and/or related and/or affiliated entities (the “Nerdy Entities” or “Company”, including new or acquired entities that are or become subsidiaries and/or related and/or affiliated entities), all of whom will be third party beneficiaries of the Agreement.
1)Position and Starting Date. You will be the Chief Operating Officer reporting to the CEO, or as otherwise designated by the Board of Directors or CEO of Nerdy Inc, and shall collaborate with all Nerdy Entities’ businesses and functions. Your commencement date in this position is expected to be August 18, 2025. This Agreement, however, will become effective when your engagement actually commences and is approved by the Nerdy Inc. Compensation Committee, and it is possible that the actual start date may be prior to or after the preceding date. This Agreement is contingent on proof of employment eligibility (i.e., Form I-9), background/reference check and execution of this Agreement, and is open for your acceptance through Wednesday, July 30, 2025 at 5:00 PM CST, unless withdrawn prior to acceptance. During the term of your employment, you will not engage in any activity that materially interferes with your responsibilities to the Nerdy Entities.

2)Base Wage. You shall receive base wages (“Base Wage”) at the annual rate of $475,000 payable consistent with Company’s payroll practices, which is subject to review and final approval of the Compensation Committee. Your compensation will be reported on an IRS Form W-2. Such base compensation shall continue at the amount aforesaid unless and until changed by the Compensation Committee of Nerdy Inc. or until termination of your relationship in accordance with the terms hereof. In the event you and Company are unable to agree on the Base Wage in any succeeding calendar year, the Base Wage shall be set by Company at its sole discretion (provided the Base Wage is not reduced other than in connection with a salary reduction plan or process similarly affecting other executives at the same or similar level within the then-existing organizational structure of the Nerdy Entities). In the event this Agreement is in effect for only a portion of any particular month, the amount of your regular compensation for that month shall be prorated on the basis of the actual number of days during such month this Agreement was in effect. Your position is exempt, and you are expected to work whatever schedule is necessary to complete your responsibilities and are not entitled to overtime.

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i.Annual Bonus Target. If Nerdy Inc. has in place for any fiscal year a short term cash incentive or cash bonus plan in which other members of the senior leadership team of Nerdy Inc.are participants (a “Plan”), which is intended, then you shall participate in such plan. For 2025, you will receive an annual target cash bonus opportunity of
$100,000 (with the total amount prorated based upon the based upon the number of days employed in 2025), subject to Nerdy Inc.’s Compensation Committee approval and based upon certain annual targets to be determined by Nerdy Inc.’s Compensation Committee and subject to the terms of any Plan actually adopted. The Annual Bonus Target shall be payable in a cash lump sum, less applicable withholdings, on the first payroll after the Nerdy Inc. Compensation Committee deems the agreed upon and documented targets to be satisfied, or as soon as reasonably possible thereafter, provided Executive is employed in good standing at the time of the payment.

ii.Sign-On Bonus. Subject to review and final approval of the Compensation Committee, Executive shall be provided a one-time cash sign-on bonus in a gross amount equal to
$112,000 (the “Sign-On Bonus”), payable the first regular payroll date following the above-referenced approval and the commencement date, and subject to all applicable tax reporting and withholding requirements. In the event Executive voluntarily terminates employment with the Nerdy Entities without Good Reason or is terminated for Cause within twelve (12) months of the Commencement Date, Executive agrees to repay the Sign-On Bonus to the Company on a prorated basis based on the number of full calendar months not worked, relative to a 12-month period. Repayment shall be made within thirty (30) days of Executive’s termination date. The Company may, to the fullest extent permitted by law, deduct any such repayment amount from any final compensation or benefits due to Executive.

iii.Compensation Recovery Policy. The Annual Bonus, Sign-On Bonus, and Equity Awards (see below) are subject to (a) any right that the Company may have under any Company clawback or recoupment policy or other agreement or arrangement with a Participant (including the Company’s Compensation Recovery Policy) and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the SEC and any applicable NYSE listing standards.

3)Equity Awards. You will be recommended to receive an equity award utilizing Restricted Stock Units (RSU) (“Equity”) in the amount of 600,000 RSUs, subject to review and final approval of the Compensation Committee.
For purposes of this Agreement and subject to Compensation Committee approval, your grant date is expected to be October 15, 2025. This grant date is pending your actual start date and may change should your    actual    start    date    occur    after    October    15,    2025.

The recommended equity award grant is subject to review and final approval of the Compensation Committee. Upon such approval, the RSUs vest on a pro-rata basis, quarterly over the course of 3 years (e.g. the award vests 1/12 each quarter) starting at the effective date of the grant and will be subject to the terms and conditions of the equity plan document you will be provided at the time of the grant, and as part of your award agreement and award notice.
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You may be eligible for additional annual equity grants in Nerdy Inc. under the Nerdy Inc. 2021 Equity Incentive Plan based on performance as determined in the sole discretion of Nerdy Inc.’s Compensation Committee or its designee(s).
4)No Additional Compensation and Duty of Loyalty. Other than the Base Wage (including the Annual Bonus Target), Sign-On Bonus, and Equity (each as documented in writing), no other amounts shall be payable by the Nerdy Entities to you for any work you performed, unless otherwise agreed to in writing by the parties. You shall, subject to the direction and instruction of the CEO or the CEO’s designee: (i) devote your full and entire working time, attention, and energies to the Nerdy Entities, and will diligently and to the best of your ability perform all duties incident to your relationship hereunder and do so with a duty of loyalty to the Nerdy Entities; (ii) use your best efforts to promote the interests of the Nerdy Entities; and (iii) perform such other duties as may from time to time may be directed to you. You shall not during the term of this Agreement be engaged in any other business activity whether or not such business activity is pursued for gain, profit, or other pecuniary advantage without the prior written consent of the CEO, provided this shall not be construed as preventing you from (i) investing your assets in such form or manner as will not require any services on your part in the operation or affairs of the entities in which such investments are made; or (ii) from serving on up to two outside Boards or as an advisory board member of another company, provided it is approved in advance by the CEO. The preceding exceptions shall only be permitted if they do not compete with, pose a conflict of interest with, or interfere with the Company’s business activities or your duties to the Company as provided in this Agreement and do not violate the other terms and conditions of this Agreement (or such opportunities are approved in advance by the CEO in writing).
5)Payment/Taxes. Payment of all compensation to you hereunder shall be made in accordance with the relevant Nerdy Entities policies in effect from time to time, and for tax purposes you shall be considered a W-2 employee of LLTSR (your employer of record and the common paymaster regarding services provided hereunder).
6)Business Expenses. Upon submission of itemized expense statements in the manner specified by the Nerdy Entities, you shall be entitled to reimbursement for reasonable travel and other reasonable business expenses you duly incur in the performance of your duties.
7)Benefit Plans. You shall be entitled to participate with other executives and/or employees of Company in company-provided insurance benefits, so long as you meet the applicable eligibility requirements, in such fringe benefit plans as are provided to other executives and/or employees of Company. This shall include employee benefits such as holidays, paid time off, and other benefits offered to executives or employees, subject to the terms and conditions of those plans, policies, or practices (except as modified herein). Nothing in this Agreement shall preclude the Nerdy Entities from terminating or amending any benefit plan or program from time to time.
8)Flex Paid Time Off. You will be eligible for FlexPTO in accordance with the FlexPTO policy in the Employee Handbook (in addition to the paid holidays reflected in the Employee Handbook).
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9)Location and Computer/laptop. The Nerdy Entities are remote first, with nearly all employees working remotely. While this provides you with a certain amount of flexibility regarding where you choose to work, your location may impact you as well as the Nerdy Entities, so we need to confirm your current legal residence and need to be notified in advance of any changes to your legal residence to evaluate whether it causes any impact on the Nerdy Entities (and possibly you). You will be provided a mutually agreeable computer or laptop with necessary software and other necessary technology for your position and responsibilities to use for services performed for the Company. All such technology would be used for work purposes and you agree to return the equipment upon cessation of the relationship.
10)[RESERVED].

11)Free Tutoring/Platform Access. You (and your immediate family) are eligible for whatever free and/or reduced cost tutoring/platform benefit is available to other employees (and their immediate families) while this Agreement is in effect. This is provided in order to become familiar with the Company platform, to explore and test new features of the platform, and to provide feedback regarding the customer experience on the platform. This benefit may not be carried over from one calendar year to the next, unless offered again by the Company.
12)Termination of Relationship.
a.For Cause. Notwithstanding anything herein to the contrary, the Nerdy Entities may terminate your relationship hereunder immediately for cause for any one of the following reasons: (i) your willful misconduct or negligence in the performance of your assigned duties (with such duties being those that are specifically communicated to you or that are consistent with those of a Chief Operating Officer in general) or your repeated failure to abide by directives provided in good faith to you by the Board of Directors, the Board of Managers, the CEO, or any supervisor, in any case, that, if curable, is not cured within ten (10) days following your receipt of such directives; (ii) any breach by you of (A) your fiduciary duties to the Nerdy Entities or (B) any material term of the Agreement, including any noncompetition, nonsolicitation, inventions, proprietary rights, and confidentiality agreement) that, if curable, is not cured within ten (10) days following written notice to you of such breach, which written notice shall set forth in reasonable detail the facts or circumstances constituting or giving rise to such material breach; (iii) any indictment, conviction, or plea of guilty or no contest (also known as “nolo contendre”) of or by (as applicable) you for any felony or other crime of dishonesty or moral turpitude, or any conduct by you that would reasonably be expected to result in material injury or reputational harm to the Nerdy Entities if you were retained in your position; (iv) your failure to abide by the policies or procedures of the Nerdy Entities in all material respects; (v) to the extent permitted by applicable law, illegal possession or use of any controlled substance; or (vi) your failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Nerdy Entities to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. Upon termination of your relationship for Cause, the Nerdy Entities shall be under no further obligation to you, except to pay all accrued but unpaid Base Wages through the date of termination.

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b.Without Cause. The Nerdy Entities may terminate your relationship under this Agreement without Cause by giving at least thirty (30) days prior written notice to you of the intention to terminate this Agreement (provided that the Nerdy Entities may accelerate the date of your termination by providing you with pay in lieu of notice). In the event of any such termination of your relationship by the Nerdy Entities, you shall only be entitled to receive the Base Wage due you under this Agreement up to the termination date stated in said written notice so long as you continue to be ready, willing, and able to perform all of your duties in accordance with this Agreement and so long as there is no earlier termination date available. After the thirty (30) day notice period in the event of your termination without Cause by the Nerdy Entities, you will be paid an additional three (3) months of Base Wages as part of your separation without Cause, provided the notice was given by the Company, you continued performance under and compliance with the Agreement during the notice period (unless your service during the notice period is excused and still paid for by the Nerdy Entities), and you sign a departure agreement and release prepared by and satisfactory to the Nerdy Entities (the “Departure Agreement”) (with such Departure Agreement to be fully effective within sixty (60) days following the date of termination).
In addition to the foregoing, in the event your relationship with the Nerdy Entities is terminated by the Company (or its successor) without Cause hereunder on or within twelve (12) months following the date of the consummation of a Change of Control (as defined in the Nerdy Inc. 2021 Equity Incentive Plan and such period referred to as the “Double-Trigger Period”), the vesting and exercisability of each of your then outstanding and unvested stock awards granted to you in Nerdy Inc. shall be automatically accelerated fifty percent (50%), provided in order to receive the benefit of the accelerated vesting and exercisability, you sign a Departure Agreement within sixty (60) day following the date of termination. There is no Double-Trigger Period (or attendant accelerated vesting and exercisability) in conjunction with a Resignation by Executive for Good Reason as set forth in 12)c. below titled “Resignation by Executive”).
c.Resignation by Executive. Notwithstanding anything herein to the contrary, you may terminate your relationship hereunder without Good Reason (as defined below) by giving at least thirty (30) days prior written notice. You may also terminate your relationship hereunder for Good Reason (as defined herein). For purposes of this Agreement, “Good Reason” shall mean that you have complied with the “Good Reason Process”, defined below, following the occurrence of any of the following events, if not consented to by you: (i) the material breach by the Nerdy Entities of any of their obligations under this Agreement; or
(ii) a material reduction in your Base Wages other than in connection with a salary reduction plan or process similarly affecting other executives at the same or similar level within the then-existing organizational structure of the Nerdy Entities. The “Good Reason Process” means Your resignation shall not be considered to be a resignation for Good Reason unless you provide written notice to the Nerdy Entities within ninety
(90) days following the initial occurrence of any such Good Reason event and the Nerdy Entities fail to remedy such event within thirty (30) days after receiving written notice from you setting forth in reasonable detail the facts supporting your basis claiming resignation for Good Reason.
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You shall continue in your role during the thirty (30) day cure period; however, if not cured by the thirtieth (30th) day, your resignation shall be effective and you shall be entitled to three (3) months of Base Wages as part of your resignation for Good Reason provided you sign a Departure Agreement prepared by and satisfactory to the Nerdy Entities and such Departure Agreement becomes effective within sixty (60) days following the date of termination. Your resignation under any other circumstance or for any other reason will be a resignation without “Good Reason” and in such circumstances, the Nerdy Entities shall be under no further obligation to you, except to pay all accrued but unpaid Base Wages to the date of termination thereof.
d.Cooperation. Following any notice of termination of your relationship under this Agreement, you shall reasonably cooperate with the Nerdy Entities in all matters relating to the winding up of your pending work on behalf of Company and the orderly transfer of any such pending work to such other executives or employees of the Nerdy Entities as may be designated; and to that end the Nerdy Entities shall be entitled to your full-time or part-time services of as the Nerdy Entities may reasonably require during all or any part of the period from the time of giving any such notice until the effective date of such termination.
e.Disability. You may be terminated hereunder without liability if you shall be permanently prevented from properly performing your essential duties with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than six (6) consecutive months. Upon such termination, you shall be entitled to all accrued but unpaid Base Wages.
f.Key Person Insurance. The Nerdy Entities may, at their expense, provide key person insurance for you, which upon death; will provide the insuring entity an amount equal to the cost of your Base Wages and the cost to find your replacement, as determined by Nerdy Inc.’s Board of Directors.
g.Death. In the event of your death during your relationship, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that within fifteen (15) days the Nerdy Entities shall pay to your heirs or personal representatives your Base Wages and PTO accrued to the date of death and your estate shall also receive an additional three (3) months of Base Wages (payable as a lump sum or as continuation of Base Wages, as determined by Nerdy Inc., with the latter being consistent with the typical payroll procedure in effect at the time). Also, in the event your relationship hereunder ceases as a result of your death, you shall receive accelerated vesting equivalent to six (6) months of service beyond your date of death. All other unvested equity in Nerdy Inc. will be forfeited. The additional Base Wages and accelerated vesting resulting from your death are contingent upon your estate signing a Departure Agreement prepared by and satisfactory to the Nerdy Entities.
13)Restrictions and Covenants.
a.Files and Records. All files, records, documents, reports and so forth (including all copies thereof) concerning Customers (as hereinafter defined), including, without limitation, customers solicited, consulted, interviewed, or served by you during the term of this Agreement, as well as all other business, computer, and other records (whether on paper or other media), shall belong to and remain the property of the Nerdy Entities. All work produced by your and all other efforts you contributed of any kind or nature, shall be considered the sole and exclusive property of the Nerdy Entities and you shall have no interest therein. Upon termination of your relationship, without regard to the reason for such termination, you shall return to the Nerdy Entities all files, records, documents, reports; shall retain no copies, extracts, notes, or the like of such information; and, shall certify in writing your compliance with the provisions of this paragraph upon request of Company
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b.Confidential Information. As used herein, the term “Confidential Information” shall mean any information proprietary to the Nerdy Entities and not generally known, including without limitation Trade Secrets (as defined herein), Inventions (as defined herein), technology whether now known or hereafter discovered, and information pertaining to research, development, techniques, purchasing, marketing, selling, accounting, licensing, know how, processes, products, equipment, devices, models, prototypes, computer hardware, computer programs and flow charts, program code, software libraries, databases, formulae, compositions, discoveries, pricing information, advertising, training methods, client lists, contacts and referral sources, the particular needs and requirements of clients, the identity of clients and potential clients (including, but not limited to, key customer client names, telephone numbers, e-mail addresses, home addresses, and cell phone numbers), information regarding contracted experts, financial and personnel information, and pending business transactions and shall also include financial, confidential and proprietary information of clients and other third parties received. Information may be deemed Confidential Information regardless of its source, and all information designated or treated as Confidential Information shall conclusively be deemed Confidential Information for all purposes.
The term Confidential Information shall not apply to the following: (i) information that is or becomes public knowledge other than through your fault; (ii) information that you received from a third party who is under no obligation to keep the information confidential; (iii) information that you can show by written records was in your possession prior to the date of disclosure by the Nerdy Entities to you of the Confidential Information in question; or (iv) information that is individually developed by you outside the scope of your relationship with the Nerdy Entities, and that you can show by written or other tangible evidence was so independently developed. The burden of proving the foregoing exceptions shall be on you.
As used herein, the term “Trade Secret” shall mean information, including but not limited to, technical or non-technical data, formula, pattern, compilation, program, device, method, technique, or process that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
As used herein, the term “Invention” shall mean all ideas, discoveries, developments, improvements, innovations, technology, computer programs, software, products, and methods, systems or plans whether or not shown or described in writing or reduced to practice or use, and whether or not entitled to the protection of applicable patent, trademark, copyright, or similar laws, relating in any manner to any of Company’s present or future products, services, or research.
Any Invention that you, either alone or with others (i) makes, discovers, devises, conceives, reduces to practice, or otherwise possesses during your relationship with the Nerdy Entities or for a period of six months following such relationship, and (ii) directly or indirectly relates to or arises out of your relationship with the Nerdy Entities or the actual or anticipated business, products, technology, or services of Company shall be a work for hire as that term is defined in Section 101 of the Copyright Act (17 U.S.C. §101) and the sole property of Company. You hereby assign to Company all rights, title, and interest you obtain in any and all Inventions under this Agreement.
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c.Non-Disclosure of Confidential Information. You shall, during the course of your relationship and at all times subsequent to your relationship, hold in strictest and total confidence all Confidential Information. You will at no time, without prior written authorization by the appropriate representative, disclose, assign, transfer, convey, communicate, or use for the benefit of any person or entity other than Company any Confidential Information, nor shall you permit any other person or entity to use Confidential Information in competition with Nerdy Inc., the Company, and/or its related and/or affiliated entities.
d.Return of Confidential Information. Upon termination of your relationship hereunder or at any other time upon request of Nerdy Inc., the Company, and/or its related and/or affiliated entities , you shall deliver promptly to the requesting entity all originals and all copies (including photocopies, facsimiles, and computer or other means of electronic storage whether now known or hereafter discovered) of all manuals, letters, notes, notebooks, reports, computer programs and flowcharts, and similar items, memoranda, lists of clients and referral sources, and all other materials and copies thereof relating in any way to Confidential Information or the business of Nerdy Inc., the Company or any of their related and/or affiliated entities. You will not make or retain any copies of the foregoing and will so represent to the appropriate entity/entities upon your termination. Furthermore, upon your termination, you will return to the appropriate entity all computer hardware and/or software provided by or owned by Nerdy Inc., the Company, and/or their related and/or affiliated entities so that, with respect to the software, you may be deleted as an authorized user. If you fail to return any software, the entity that pays you shall have the right to deduct from any compensation due and owing you any licensing fees incurred in connection with such unreturned computer software.
e.Non-Solicitation of Clients. It is specifically agreed that during the term of your relationship with Nerdy Inc., the Company, and/or their related and/or affiliated entities and for a period of twenty-four
(24) months after the termination of such relationship, whether voluntary or involuntary, you shall not, individually or collectively, as a participant in a partnership, sole proprietorship, corporation, limited liability company, or other entity, or as an operator, investor, shareholder, partner, director, employee, consultant, manager, sales representative, independent contractor or advisor of any such entity, or in any other capacity whatsoever, either directly or indirectly (i) solicit or accept any business from any Client or assist any other entity in soliciting or accepting any business from any Client, or (ii) request or advise any Client to withdraw, curtail, or cancel any of such Client’s business or other relationships with Nerdy Inc., the Company and/or their related and/or affiliated entities.
As used herein, “Client” shall mean any person or entity with whom you had dealings that Nerdy Inc., the Company, and/or their related and/or affiliated entities, during your relationship, (i) rendered any services to, or (ii) solicited the business of such person or entity, whether or not any services were rendered to such person during your relationship.
f.Non-Solicitation of Employees, Executives, Contractors, or Contracted Experts. You expressly agree and understand that it would cause substantial harm and detriment to the Nerdy Entities if employees, executives, contractors, or contracted experts of Company were to be hired by you or lured by you to another business. Specifically, the harm and detriment that would be incurred includes, but is not limited to, loss of continuity and return on investment made in training employees or experts, additional training and hiring costs for replacement employees, executives, or contracted experts, potential loss of clients, and potential loss of Confidential Information. In consideration of the Nerdy Entities’ interest in protecting Confidential Information, client relationships, goodwill and loyalty, it is specifically agreed that during the term of your relationship and for a period of eighteen (18) months after the termination of your relationship, whether voluntary or involuntary, you shall not (i) personally participate, directly or indirectly, in or be materially involved in any manner in the hiring or any attempt to hire as an employee, executive, officer, partner, director, consultant, or advisor any person who is at the time of such hiring or attempted hiring an employee, executive, partner, contractor, or contracted expert of Company, (ii) disclose the name of any employee, executive, contractor, or expert of Company to any prospective or subsequent employer, or (iii) otherwise, directly or indirectly, induce or attempt to induce any employee, executive, contractor, or contracted expert to terminate his, her, or its relationship with Nerdy Inc., the Company, and/or their related and/or affiliated entities.
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g.Limitation on Competition. You recognize that your relationship or continued relationship hereunder is induced primarily because of the covenants and assurances you made, that your covenant not to compete unfairly is necessary to insure the continuation of the business of the Nerdy Entities, and that irreparable harm and damage will be done to them in the event that you compete unfairly with them.
It is therefore specifically agreed that during the term of your relationship hereunder and for a period of eighteen (18) months after the termination of your relationship, you shall not in the United States or any other country that generates more than one percent (1%) of Nerdy Inc.’s total revenue during either the preceding calendar year or the most recent completed quarter, directly or indirectly, own, manage, operate, control, advise, be employed by, or materially participate in, or be materially involved in any manner with the ownership, management, operation, or control of any business that competes with the business then conducted by the Nerdy Entities.
You agree that the area and duration of this limitation are reasonable under the circumstances, considering your knowledge of the Confidential Information and client relationships. This restriction is necessary to protect client relationships and Confidential Information, including but not limited to client and prospect information, methods and systems of doing business, marketing information, and financial information. You agree that it is further necessary because of your position, because the protectable information would likely be competitively harmful to it in any area where it competes, and other relevant factors. You also agree that, in all likelihood, this will not constitute a serious handicap to you in securing future employment.
h.Non-Disparagement. It is specifically agreed that during the term of your relationship with Nerdy Inc., the Company, and/or their related and/or affiliated entities and for a period of thirty-six (36) months thereafter, you shall not disparage the business reputation of the Nerdy Entities (or their management team(s)) or take any actions that are harmful to their goodwill with their customers, investors, vendors, employees, experts, the media, or the public.
i.Remedies. You (i) have carefully read and understand all of the provisions of this Agreement and have had the opportunity for this Agreement to be reviewed by counsel, (ii) is voluntarily entering into this Agreement, (iii) has not relied upon any representation or statement made by the Nerdy Entities (as well as their equity holders, agents, representatives, employees, experts, or attorneys) with regard to the subject matter or effect of this Agreement, which representation is not contained herein, (iv) acknowledges that the duration, geographical scope, and subject matter of the restrictive covenants set forth herein are reasonable and necessary to protect the goodwill, customer relationships, legitimate business interests and Confidential Information, and that Company would not have proceeded hereunder without the benefit of such provisions, and (v) will be able to earn a satisfactory livelihood without violating this Agreement.
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You acknowledge that your threatened or actual breach of any of the terms hereof will result in immediate, irreparable harm and injury to the Nerdy Entities, not adequately compensable by monetary relief. As a result, the Nerdy Entities shall have the right to enforce the provisions hereof by injunction, specific performance or other equitable relief, as well as through all other equitable and/or legal remedies to which they may be entitled. In the event of a breach of or a default under this Agreement by you, the Nerdy Entities shall be entitled to seek specific performance of this Agreement and you hereby agree to pay all costs of enforcement and collection of any and all remedies and damages under this Agreement, including reasonable attorneys’ fees. In the event of your breach of any of the Sections of this Agreement entitled “Non- Solicitation of Clients,” “Non-Solicitation of Company Employees, Executives, Contractors, or Contracted Experts,” or “Limitation on Competition” then the restrictive periods referenced in such Sections shall be tolled and shall begin to run or recommence running only at such time as the breach is alleviated. You agree to waive any requirement for an injunction bond but, if a bond is required by a court, it shall be in a nominal amount.
14)Miscellaneous Terms
a.Assignment and Transfer. Your rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer, or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by the Nerdy Entities, any purchaser of substantially all of Nerdy Inc.’s assets, purchased stock, any corporate successor to Nerdy Inc., agent, affiliate, partner, proprietor, successor, parent, sibling, rightholder or any assignee thereof. This Agreement shall inure to the benefit of and may be enforced by the Nerdy Entities and their successors or assigns, and it shall be binding upon you and your heirs, successors, and assigns. To the extent any of the Nerdy Entities are held not to have direct rights under this Agreement by a Court of competent jurisdiction, Nerdy Inc., Nerdy LLC, Varsity Tutors LLC, Veritas Prep LLC, and EduNation Limited shall be considered third party beneficiaries to this Agreement and are each entitled to the right and benefits hereunder any may enforce the provisions hereof as if any were a party hereto.
b.No Inconsistent Obligations. You are aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with you undertaking working with hereunder. You will not disclose to Nerdy Inc., the Company, or any of their related and/or affiliated entities or use, or induce the Nerdy Inc, the Company, and/or their related and/or affiliated entities to use any confidential information or trade secrets of others. You represent and warrant that you have returned all property and confidential information belonging to all prior companies with whom you worked.
c.Notification to Subsequent Employer(s). You shall notify each subsequent company or person or entity using your services following the termination of your relationship hereunder of the existence and provisions of this Agreement. Nerdy Inc, the Company, and/or their related and/or affiliated entities are hereby authorized to notify any person or entity employing or otherwise using the your services or evidencing an interest or intention to arrange for the employment of or to employ or otherwise use your services as to the existence and provisions of this Agreement, including providing a copy of this Agreement and shall be free to advise any third party of its intention to enforce such Agreement.
d.Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations, and warranties between them respecting the subject matter hereof,except for the specific documents referenced and/or incorporated by reference herein (including documents related to the Equity).
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This Agreement and the terms and conditions herein may be amended only by an instrument in writing signed by you and the Nerdy Entities, provided in the event of any conflict with this Agreement on the one hand and Equity documents on the other hand, the latter shall control.
e.Choice of Law. This Agreement and the terms and conditions herein will be governed by, and construed under, the laws (including the statutes of limitations) of the State of Delaware, without regard to conflicts of laws principles that would apply the laws of any other jurisdictions.
f.Exclusive Venue and Jury Trial Waiver. Any action or proceeding relating to this Agreement and the terms and conditions herein, the plan documents that govern the equity herein, or the transactions that are the subject of this Agreement may be brought in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in a U.S. federal court sitting in the State of Delaware, or if the U.S. federal courts do not have jurisdiction with regard to the matter, in a Delaware state court other than the Court of Chancery), and any applicable appellate court, but in no other court. Each party (i) consents to the personal jurisdiction of each of those courts in any action or proceeding of the type described in the preceding sentence, (ii) agrees not to seek to transfer any such action or proceeding to any other court, whether because of inconvenience of the forum or for any other reason and (iii) agrees that process in any such action or proceeding may be served by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought. EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, BROUGHT BY ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
g.Attorneys’ Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or your relationship with Nerdy Inc., the Company, and/or their related and/or affiliated entities, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys’ fees and costs in such legal proceedings from the non‑prevailing party or parties.
h.Severability. Should any one or more sections of this Agreement be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining sections contained herein shall not in any way be affected or impaired thereby. In addition, if any section hereof is found to be partially enforceable, then it shall be enforced to that extent. A court with jurisdiction over the matters contained in this Agreement shall have the authority to revise the language hereof to the extent necessary to make any such section or covenant of this Agreement enforceable to the fullest extent permitted by law.
i.Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and any ambiguity is construed in favor of the Nerdy Entities.
j.Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Nerdy Entities by an officer thereof (other than you) or other person duly authorized.

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k.Assistance in Litigation. You shall, during and after termination of the relationship, upon reasonable notice, furnish such information and proper assistance to the Nerdy Entities as may reasonably be required by them in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.
l.Survival. All of those provisions of this Agreement that require performance by either party following its termination shall survive any termination of this Agreement.
m.Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to your residence (as noted in the books and records) for notice to you, or to the principal office for notice to the Nerdy Entities as the case may be.
n.Section 409A. Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), Nerdy Inc. and/or the Company determine(s) that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to hereunder on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent any payments under this Agreement are nonqualified deferred compensation and contingent upon execution of a Departure Agreement during a specified period of time, and such period spans two calendar years, such payments shall not commence until the second calendar year. The parties intend that this Agreement be administered in accordance with Section 409A of the Code. To the extent that any provision of this agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Nerdy Inc. and the Company make no representation or warranty and shall have no liability to you or any other person if any provisions of this agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.


IN WITNESS WHEREOF, Executive has executed this Agreement and Company has caused this Agreement to be executed by its duly authorized representatives.

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NERDY INC., NERDY LLC, and LIVE LEARNING TECHNOLOGIES SHARED RESOURCES LLC:


Charles K. Cohn, Founder, Chairman, and CEO, Nerdy Inc. and Manager Nerdy LLC (and their related and affiliated entities)
Date: 07 / 29 / 2025








EXECUTIVE:    
JOHN PASZTERKO
                

Date: 07 / 29 / 2025




















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EX-31.1 3 ex311-nerdy9302025.htm CERTIFICATION OF CEO Document


EXHIBIT 31.1
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Charles Cohn, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Nerdy Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2025
 By: /s/ Charles Cohn
Name: Charles Cohn
Title:   President and Chief Executive Officer

EX-31.2 4 ex312-nerdy9302025.htm CERTIFICATION OF CFO Document


EXHIBIT 31.2
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jason Pello, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Nerdy Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2025
 By: /s/ Jason Pello
Name: Jason Pello
Title:   Chief Financial Officer

EX-32.1 5 ex321-nerdy9302025.htm 906 CERTIFICATION Document


EXHIBIT 32.1
Certification Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, the Chief Executive Officer of Nerdy Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:
(a)the quarterly report on Form 10-Q for the period ended September 30, 2025, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2025
 By: /s/ Charles Cohn
Name: Charles Cohn
Title:   President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Nerdy Inc. and will be retained by Nerdy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



Certification Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, the Chief Financial Officer of Nerdy Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:
(a)the quarterly report on Form 10-Q for the period ended September 30, 2025, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2025
 By: /s/ Jason Pello
Name: Jason Pello
Title:   Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Nerdy Inc. and will be retained by Nerdy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.