Nerdy Inc 10-Q, filed Nov 9, 2026
Nerdy Inc. (NRDY)
10-Q
2026-11-09
For: 2026-09-30
View Original
Added on
November 09, 2026
About this 10-Q
Nerdy Inc filed this 10-Q on November 9, 2026, covering the quarter ended September 30, 2026.
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $33.19M
- down 10.3% from $37.02M a year earlier
- Net loss
- $8.59M
- compared with a net loss of $12.29M a year earlier
- Diluted EPS
- -$1.01
- compared with -$1.51 a year earlier
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, 2026
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: 001-39595
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (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 | ||||||||||||
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 | ☐ | ☒ | ||||||||||||
| 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 - 8,598,829 shares of common stock as of October 31, 2026
Class B common stock, par value $0.0001 per share - 4,248,687 shares of common stock as of October 31, 2026
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Sales and marketing expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Operating Loss | ( | ( | ( | ( | |||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Other expense (income), net | ( | ||||||||||||||||||||||
| Loss before Income Taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net Loss | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Loss Attributable to Class A Common Stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Loss per share of Class A Common Stock: | |||||||||||||||||||||||
Basic and Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-Average Shares of Class A Common Stock Outstanding: | |||||||||||||||||||||||
Basic and Diluted | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
1
NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Reclassification to net loss (see Note 1) | ( | ||||||||||||||||||||||
| Total Comprehensive Loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Total Comprehensive Loss Attributable to Class A Common Stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
2
NERDY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Fixed assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Stockholders’ Equity | |||||||||||
| Class A common stock | |||||||||||
| Class B common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Accumulated other comprehensive income | |||||||||||
| Total Stockholders’ Equity Excluding Noncontrolling Interests | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
3
NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net Loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Non-cash stock-based compensation expense | |||||||||||
| Depreciation & amortization | |||||||||||
| Amortization of intangibles | |||||||||||
Amortization of deferred financing fees | |||||||||||
| Non-cash loss on abandonment of business lines | |||||||||||
Other | |||||||||||
| Other changes in operating assets and liabilities: | |||||||||||
| Decrease in accounts receivable, net | |||||||||||
| Decrease (increase) in other current assets | ( | ||||||||||
| Decrease in other assets | |||||||||||
Increase in accounts payable | |||||||||||
| (Decrease) increase in deferred revenue | ( | ||||||||||
| Increase (decrease) in other current liabilities | ( | ||||||||||
| Decrease in other liabilities | ( | ( | |||||||||
| Net Cash Used in Operating Activities | ( | ( | |||||||||
| Cash Flows From Investing Activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net Cash Used In Investing Activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Proceeds from term loan | |||||||||||
| Payments of deferred financing fees | ( | ||||||||||
| Net Cash Provided By (Used In) Financing Activities | |||||||||||
| Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash | |||||||||||
| Net Decrease in Cash, Cash Equivalents, and Restricted Cash | ( | ( | |||||||||
| Cash, Cash equivalents, and Restricted Cash, Beginning of Year | |||||||||||
| Cash, Cash Equivalents, and Restricted Cash, End of Period | $ | $ | |||||||||
| Supplemental Cash Flow Information | |||||||||||
| Non-cash stock-based compensation included in capitalized internal-use software | $ | $ | |||||||||
| Purchase of fixed assets included in accounts payable | |||||||||||
| Cash paid for interest | |||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
4
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Beginning and end of period | $ | $ | $ | $ | |||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
| Beginning and end of period | |||||||||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Non-cash stock-based compensation | |||||||||||||||||||||||
| Conversion of combined interests into Class A common stock | — | — | — | ||||||||||||||||||||
| Rebalancing of ownership percentage between controlling and the noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Accumulated Deficit | |||||||||||||||||||||||
| Beginning of period | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| End of period | ( | ( | ( | ( | |||||||||||||||||||
Accumulated Other Comprehensive Income | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | ( | ( | ||||||||||||||||||||
| Reclassification to net loss | — | — | ( | — | |||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Total Stockholders’ Equity Excluding Noncontrolling Interests | |||||||||||||||||||||||
| Noncontrolling Interests | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency translation adjustments | — | ( | — | ||||||||||||||||||||
| Reclassification to net loss | — | — | ( | — | |||||||||||||||||||
| Conversion of combined interests into Class A common stock | — | — | ( | — | |||||||||||||||||||
| Rebalancing of ownership percentage between controlling and the noncontrolling interests | |||||||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Total Stockholders’ Equity | $ | $ | $ | $ | |||||||||||||||||||
| Class A Common Stock - Shares | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Activity under stock compensation plans | |||||||||||||||||||||||
| Conversion of combined interests into Class A common stock | — | — | — | ||||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Class B Common Stock - Shares | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Conversion of combined interests into Class A common stock | — | — | ( | — | |||||||||||||||||||
| End of period | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
5
NERDY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands, except per share information and where indicated otherwise)
NOTE 1 — BASIS OF PRESENTATION AND BACKGROUND
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.
Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders (as defined below) are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”).
Background
Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities (“TPG Pace”) and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”) and Varsity Tutors for Schools LLC (“Varsity Tutors for Schools”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow.
Nerdy Inc. has the following classes of securities issued and outstanding: (i) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, together with the Class A Common Stock, the “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
Wind-Down of Varsity Tutors for Schools
In the third quarter of 2026, the Company committed to a strategic plan to wind down its Varsity Tutors for Schools offering and business line (“VT4S”), which provided high-dosage tutoring and online learning solutions to education systems (“Institutions”). The Company recognized exit-related costs consisting of employee severance and other termination benefits, contract termination costs, and asset abandonment charges. The results of Varsity Tutors for Schools are included within continuing operations within these unaudited condensed consolidated financial statements and notes thereto. For additional information, see Notes 4, 5, and 8.
Abandonment of First Tutors
In the second quarter of 2026, the Company made a strategic decision to abandon the First Tutors business, which was operated by EduNation Limited, a limited company incorporated in England and Wales, a wholly owned subsidiary of Nerdy LLC. The Company no longer sells new services under the First Tutors trade name, and it is directing resources toward the growth of its core business. In connection with this abandonment, the Company recorded write-offs of the First Tutors trade
6
name along with other assets and liabilities. The results of First Tutors are included within continuing operations within these unaudited condensed consolidated financial statements and notes thereto. For additional information, see Note 5.
Reverse Stock Split
On August 19, 2026, Nerdy Inc. effected a 1-for-15 reverse stock split of its Common Stock (the “Reverse Stock Split”). In connection with the Reverse Stock Split, Nerdy Inc. filed a certificate of amendment with the Secretary of State of the State of Delaware to amend Nerdy Inc.’s amended and restated certificate of incorporation. The Reverse Stock Split became effective on August 19, 2026. As a result of the Reverse Stock Split, every 15 shares of Nerdy Inc.’s Common Stock issued or outstanding were automatically reclassified into one new share of Common Stock without any action on the part of the holders. The Reverse Stock Split did not modify any rights or preferences of the shares of Nerdy Inc.’s Common Stock. Proportionate adjustments were made to the exercise prices and the number of shares underlying Nerdy Inc.’s outstanding equity awards, as applicable, as well as to the number of shares issuable under Nerdy Inc.’s equity incentive plans and certain existing agreements. The Common Stock issued pursuant to the Reverse Stock Split remained fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. Nerdy LLC effected a corresponding reverse unit split of all outstanding Nerdy LLC units at the same ratio as the Reverse Stock Split, in accordance with its LLC Agreement. No fractional shares were issued in connection with the Reverse Stock Split. Any common stockholders who were entitled to receive fractional shares as a result of the Reverse Stock Split instead received cash in lieu of such fractional shares. All share and per share amounts of Nerdy Inc.’s Common Stock presented in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in the par value of the Common Stock to additional paid-in capital. Additionally, shares underlying unvested equity awards have been retroactively adjusted for all periods presented.
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. Early adoption is permitted. The amendments may be applied prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact this ASU will have on its financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for annual periods beginning after December 15, 2026 (i.e., Nerdy’s financial statements for the year ending December 31, 2027), and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company’s adoption of this ASU will result in expanded disclosures related to expense captions reported on the face of the income statement but will not have a material impact on the Company’s financial statements.
NOTE 3 — NONCONTROLLING INTERESTS
As of September 30, 2026, Legacy Nerdy Holders owned 4,249 OpCo Units, equal to 33.2 % of the economic interest in Nerdy LLC, and 4,249 shares of Class B Common Stock. As of December 31, 2025, Legacy Nerdy Holders owned 4,293 OpCo Units equal to 34.3 % of the economic interest in Nerdy LLC, and 4,293 shares of Class B Common Stock.
Nerdy Inc. owned 66.8 % and 65.7 % of the outstanding OpCo Units as of September 30, 2026 and December 31, 2025, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or required to
7
absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC.
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC for the periods presented.
| As Of and For The Three Months Ended September 30, | As Of and For The Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| OpCo Units | |||||||||||||||||||||||
| Nerdy Inc. | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Vesting or exercise of equity awards | |||||||||||||||||||||||
| Conversion of Combined Interests into Class A Common Stock | |||||||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Legacy Nerdy Holders | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Conversion of Combined Interests into Class A Common Stock | ( | ||||||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||
| Vesting or exercise of equity awards | |||||||||||||||||||||||
| End of period | |||||||||||||||||||||||
| Ownership Percentage | |||||||||||||||||||||||
| Nerdy Inc. | |||||||||||||||||||||||
| Beginning of period | % | % | % | % | |||||||||||||||||||
| End of period | % | % | % | % | |||||||||||||||||||
| Legacy Nerdy Holders | |||||||||||||||||||||||
| Beginning of period | % | % | % | % | |||||||||||||||||||
| End of period | % | % | % | % | |||||||||||||||||||
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, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | % | 2025 | % | 2026 | % | 2025 | % | ||||||||||||||||||||||||||||||||||||||||
| Consumer | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| Institutional (a) | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
Other | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
(a)Includes VT4S revenue of $514 and $1,776 for the three months ended September 30, 2026 and 2025, respectively, and $10,853 and $12,935 for the nine months ended September 30, 2026 and 2025, respectively. For additional information on the wind-down of VT4S, see Notes 1, 5, and 8.
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.
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| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Deferred revenue | $ | $ | |||||||||
“Accounts receivable, net” is reported net of reserves of $285 and $485 as of September 30, 2026 and December 31, 2025, respectively.
NOTE 5 — RESTRUCTURING
In the third quarter of 2026, the Company committed to a strategic plan to wind down VT4S, which provided high-dosage tutoring and online learning solutions to Institutions. The Company recognized exit-related costs during the nine months ended September 30, 2026 consisting of employee severance and other termination benefits, contract termination costs, and asset abandonment charges. No other costs are expected to be incurred related to this event. The Company expects to settle the related liabilities by the end of the second quarter of 2027.
In the second quarter of 2026, the Company made a strategic decision to abandon the First Tutors business, which was operated by EduNation Limited, a limited company incorporated in England and Wales. In connection with this abandonment, the Company recorded write-offs of the First Tutors trade name along with other assets and liabilities during the nine months ended September 30, 2026. No other costs are expected to be incurred related to this event. The Company expects to settle the related liabilities by the end of the fourth quarter of 2026.
For additional information on these restructuring events, see Notes 1, 4, and 8. Amounts related to the restructuring events are shown in the following table.
| Employee-Related Costs | Contract Termination Costs | Asset Abandonment Charges | Total | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Charge to expense | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
| Non-cash charges | ( | ( | ( | ||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| Total expected restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
| Cumulative restructuring charges incurred to date | |||||||||||||||||||||||
| Remaining expected restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
During the three and nine months ended September 30, 2026, the Company incurred total restructuring charges of $3,974 and $4,856 , respectively. Of the total restructuring charges incurred during the three months ended September 30, 2026, $1,606 , $221 , and $2,147 were included in “Cost of revenue”, “Sales and marketing expenses”, and “General and administrative expenses”, respectively, in the Condensed Consolidated Statement of Operations. Of the total restructuring charges incurred during the nine months ended September 30, 2026, $1,606 , $221 , and $3,029 were included in “Cost of revenue”, “Sales and marketing expenses”, and “General and administrative expenses”, respectively in the Condensed Consolidated Statement of Operations.
NOTE 6 — 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, 2026.
The effective income tax rate was (0.49 )% and (0.19 )% for the three months ended September 30, 2026 and 2025, respectively. The effective income tax rate was (0.46 )% and (0.29 )% for the nine months ended September 30, 2026 and 2025, respectively. The effective income tax rates differed significantly from the statutory rates in both the current and prior year
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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.
NOTE 7 — 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to Class A Common Stockholders for basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average shares of Class A Common Stock for basic and diluted loss per share | |||||||||||||||||||||||
| Basic and Diluted loss per share of Class A Common Stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Stock appreciation rights | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Restricted stock units - founder’s award | |||||||||||||||||||||||
Market-based performance restricted stock units | |||||||||||||||||||||||
| Combined Interests that can be converted into shares of Class A Common Stock | |||||||||||||||||||||||
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, 2026 | December 31, 2025 | ||||||||||
| Fixed assets | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
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In connection with the wind-down of VT4S, the Company recorded a charge for the abandonment of capitalized internal-use software, net of accumulated amortization, of $1,606 . This charge for the abandonment of capitalized internal-use software consisted of $6,606 gross book value and $5,000 of accumulated amortization, and was included in “Cost of revenue” in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026. For additional information, see Notes 1, 4, and 5.
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 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Amortization expense related to capitalized internal-use software | Cost of revenue | $ | $ | $ | $ | ||||||||||||||||||||||||
| Abandonment of capitalized internal-use software | Cost of revenue | ||||||||||||||||||||||||||||
| Depreciation expense | General and administrative expenses | ||||||||||||||||||||||||||||
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, 2026 | December 31, 2025 | ||||||||||
| Carrying amount | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| $ | $ | ||||||||||
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 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Amortization expense related to intangible assets | General and administrative expenses | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 10 — FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities include cash and cash equivalents, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. There were no fair value measurement adjustments recognized related to definite-lived assets or goodwill during the three and nine months ended September 30, 2026 or 2025. The fair values of any outstanding borrowings under the Term Loan (as defined in Note 11) as of September 30, 2026 and December 31, 2025 approximated their carrying values.
NOTE 11 — LONG-TERM DEBT
Loan Agreement
On November 3, 2025 (“Closing Date”), the Company and certain of its subsidiaries entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and the lenders party thereto, pursuant to which the lenders made available up to two tranches of term loans in an aggregate principal amount of $50,000 (the “Term Loan”), subject to certain terms and conditions, with the first tranche of up to $30,000 available for borrowing in multiple draws of at least $2,500 and the second tranche of up to $20,000 available for borrowing in multiple draws of at least $2,500 . The Term Loan matures on November 1, 2029 (the “Maturity Date”) and bears interest equal to the greater of (a) the prime rate as reported in The Wall Street Journal plus 3.50 % and (b) 10.75 %. The Loan Agreement is for 48 months, with interest-only payments for an initial period of 36 months from the Closing Date, which may be extended by an additional 12 months upon achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement (the “Interest-Only
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Period”). After the Interest-Only Period, the Company will be required to repay in equal monthly installments of the principal and interest until the Maturity Date. The obligations under the Loan Agreement are secured by a security interest in substantially all of the Company’s assets and the assets of its subsidiaries that are co-borrowers or guarantors. The Loan Agreement provides for an end-of-term charge equal to 7.50 % of the funded loan amount, due at the earlier of prepayment or maturity. Pro-rata payment of any earned end-of-term charge will be due upon any partial prepayment. The Company incurred $2,251 of costs (including an accrued end of term charge of $1,500 based upon the amount borrowed on November 3, 2025) in connection with entering into the Loan Agreement and the initial borrowing under the Term Loan, which were deferred and are being amortized to interest expense over the term of the Term Loan.
On September 28, 2026, the Company borrowed the remaining $10,000 available under the first tranche of the Term Loan, and incurred an additional accrued end-of-term charge of $750 in connection with this borrowing under the Term Loan, which was deferred and is being amortized to interest expense over the remaining term of the Term Loan. As of September 30, 2026, the Term Loan had outstanding borrowings of $30,000 and an available borrowing capacity of $17,442 . Pursuant to the Loan Agreement, as the first tranche has been drawn in full, the second Term Loan tranche is available to the Company, subject to the approval of the lenders. As of September 30, 2026 and December 31, 2025, the interest rate on the outstanding borrowings under the Term Loan was 10.75
Debt Covenants
The Loan Agreement includes customary representations and warranties and covenants associated with the Term Loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), share repurchases, collateral, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Such covenants and limitations on indebtedness include (but are not limited to) that the Company must maintain the greater of (i) $15,000 of Qualified Cash (as defined in the Loan Agreement) or (ii) Qualified Cash that results in Remaining Months Liquidity (as defined in the Loan Agreement) of at least 6 months. Additionally, the Company’s outstanding borrowings must not exceed certain multiples of its TTM Contribution Margin. If at any time, the outstanding borrowings exceed the required multiple of the TTM Contribution Margin, the Company will be required to immediately repay principal until the outstanding borrowings are less than the applicable multiple. The Company’s ability to access the maximum borrowing capacity under the Term Loan will require its future TTM Contribution Margin (as defined in the Loan Agreement) to exceed historical levels. As of September 30, 2026, the Company was in compliance with these covenants.
NOTE 12 — 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, 2026, Nerdy Inc. has not recognized a liability of $118,238 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy LLC’s 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, 2026 or 2025. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within the statement of operations.
NOTE 13 — 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
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claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters.
Other
The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations, or cash flows of the Company.
NOTE 14 — SEGMENT INFORMATION
The Company has one reportable segment: Tutoring. The Tutoring Segment generates revenue by selling services to individual Learners and Institutions for one-on-one instruction and small group tutoring that are fulfilled by Experts, who deliver instruction on its behalf through its proprietary Live Learning Platform. The Company does not have intra-entity sales or transfers.
The Company’s CODM is the Chief Executive Officer of the Company, who evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The Company’s CODM assesses performance of the Tutoring Segment and decides how to allocate resources based on consolidated net loss that also is reported in the Condensed Consolidated Statements of Operations as “Net Loss.” Consolidated net loss is used to monitor budget versus actual results in order to assess the performance of the Tutoring Segment. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as “Total Assets.” The segment additions to property are reported in the Condensed Consolidated Statements of Cash Flows as “Capital expenditures.”
Substantially all of the Company’s tangible long-lived assets and revenues are located within the U.S. The Company does not have a customer that accounted for more than 10% of its consolidated revenue. 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
Employee-related expense (excluding product and development expense) | |||||||||||||||||||||||
Marketing expense | |||||||||||||||||||||||
| Product and development expense | |||||||||||||||||||||||
Depreciation and amortization of intangible assets | |||||||||||||||||||||||
| Other segment items (a) | |||||||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Segment Net Loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, rent expense, and other operating costs.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and capital resources of Nerdy Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein and our audited consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 26, 2026. In addition, the following discussion and analysis of Nerdy Inc.’s financial condition and results of operations also contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth in the sections entitled “Item 1A. Risk Factors” in Part I of the 2025 Annual Report and “Item 1A. Risk Factors” in Part II of this report, as well as under the section “Cautionary Note On Forward-Looking Statements” below. Unless otherwise stated or the context otherwise indicates, all references in the succeeding paragraphs to “Nerdy,” “the Company,” “us,” “our” or “we” mean Nerdy Inc. and its consolidated subsidiaries.
OVERVIEW
We operate a next-generation live tutoring and intervention platform that leverages the power of human expertise with advanced artificial intelligence (“AI”) to personalize learning, accelerate student achievement, and empower educators. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including AI, to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Our comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, chat, essay review, adaptive assessments, and self-study tools. Our flagship business, Varsity Tutors LLC (“Varsity Tutors”), is one of the nation’s largest platforms for live online tutoring and classes. Our solutions are available to Learners either directly through Learning Memberships (“Consumers”) and, through education systems (“Institutions”). Our platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality live online learning. Our legacy offerings include Varsity Tutors for Schools, a product suite that provided 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.
WIND-DOWN OF VARSITY TUTORS FOR SCHOOLS
In the third quarter of 2026, we committed to a strategic plan to wind down our Varsity Tutors for Schools offering and business line (“VT4S”), which provided high-dosage tutoring and online learning solutions to Institutions. We recognized exit-related costs consisting of employee severance and other termination benefits, contract termination costs, and asset abandonment charges. The results of Varsity Tutors for Schools are included within continuing operations within these unaudited condensed consolidated financial statements and notes thereto. For additional information, see Notes 1, 4, 5, and 8 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part 1, Item 1 of this report.
ABANDONMENT OF FIRST TUTORS
In the second quarter of 2026, we made a strategic decision to abandon the First Tutors business, which was operated by EduNation Limited, a limited company incorporated in England and Wales. We no longer sell new services under the First Tutors trade name, and we are directing resources toward the growth of our core business. In connection with this abandonment, we recorded write-offs of the First Tutors trade name along with other assets and liabilities. The results of First Tutors are included within continuing operations within these unaudited condensed consolidated financial statements and notes thereto. For additional information, see Notes 1 and 5 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part 1, Item 1 of this report.
KEY OPERATING METRICS
We monitor the following key operating metrics, among others, to evaluate the performance of our business.
“Active Member(s)” is defined as the number of Learners with an active paid Learning Membership as of the date presented. Variations in the number of Active Members are due to changes in demand for our solutions, seasonality, testing schedules, and the launch of new membership options. As a result, we believe Active Members is a key indicator of our ability to attract, engage, and retain Learners. Active Members excludes our Institutional business. While our Active Member count as
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of September 30, 2026 was lower when compared to September 30, 2025, we expect certain product enhancements and customer acquisition initiatives that we plan to release later in the fourth quarter to support new client acquisition.
| Active Members in thousands | September 30, 2026 | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Active Members | 31.8 | 29.1 | 36.9 | 33.2 | 34.3 | 30.6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
YoY change | (7)% | (5)% | (9)% | (11)% | (14)% | (14)% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
“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. ARPM excludes our Institutional business. ARPM as of September 30, 2026 decreased compared to September 30, 2025, primarily due to the lapping of price increases enacted in February 2025 and a mix shift to lower frequency Learning Memberships. ARPM was higher than the prior year as of March 31, 2026 and June 30, 2026, reflecting the effect of those price increases.
| ARPM in ones | September 30, 2026 | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ARPM | $ | 366 | $ | 366 | $ | 374 | $ | 364 | $ | 374 | $ | 348 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| YoY change | (2)% | 5% | 12% | 21% | 24% | 24% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
“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, 2026 decreased when compared to the prior year periods. This decrease was primarily due to lower Consumer Active Experts, driven by 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. Our Active Expert count during the three and nine months ended September 30, 2026 was also impacted by the wind-down of VT4S. We believe our Active Expert count at September 30, 2026 is sufficient to meet our near-term growth objectives.
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
Active Experts in thousands | 2026 | 2025 | % | 2026 | 2025 | % | |||||||||||||||||||||||||||||
| Active Experts | 6.7 | 8.1 | (17)% | 10.6 | 13.8 | (23)% | |||||||||||||||||||||||||||||
RESULTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| dollars in thousands | 2026 | % | 2025 | % | 2026 | % | 2025 | % | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 33,189 | 100 | % | $ | 37,019 | 100 | % | $ | 125,155 | 100 | % | $ | 129,877 | 100 | % | |||||||||||||||||||||||||||||||
| Cost of revenue | 13,386 | 40 | % | 13,723 | 37 | % | 45,094 | 36 | % | 51,128 | 39 | % | |||||||||||||||||||||||||||||||||||
| Gross Profit | 19,803 | 60 | % | 23,296 | 63 | % | 80,061 | 64 | % | 78,749 | 61 | % | |||||||||||||||||||||||||||||||||||
| Sales and marketing expenses | 13,760 | 42 | % | 16,563 | 45 | % | 39,488 | 32 | % | 45,906 | 36 | % | |||||||||||||||||||||||||||||||||||
| General and administrative expenses | 18,413 | 55 | % | 25,815 | 70 | % | 65,217 | 52 | % | 80,798 | 62 | % | |||||||||||||||||||||||||||||||||||
| Operating Loss | (12,370) | (37) | % | (19,082) | (52) | % | (24,644) | (20) | % | (47,955) | (37) | % | |||||||||||||||||||||||||||||||||||
| Interest expense | 691 | 2 | % | — | — | % | 2,023 | 2 | % | — | — | % | |||||||||||||||||||||||||||||||||||
| Interest income | (281) | — | % | (357) | (1) | % | (974) | (1) | % | (1,184) | (1) | % | |||||||||||||||||||||||||||||||||||
| Other expense (income), net | 2 | — | % | (4) | — | % | 17 | — | % | — | — | % | |||||||||||||||||||||||||||||||||||
| Loss before Income Taxes | (12,782) | (39) | % | (18,721) | (51) | % | (25,710) | (21) | % | (46,771) | (36) | % | |||||||||||||||||||||||||||||||||||
| Income tax expense | 62 | — | % | 35 | — | % | 118 | — | % | 137 | — | % | |||||||||||||||||||||||||||||||||||
| Net Loss | (12,844) | (39) | % | (18,756) | (51) | % | (25,828) | (21) | % | (46,908) | (36) | % | |||||||||||||||||||||||||||||||||||
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Revenue
Revenue for both the three and nine months ended September 30, 2026 decreased when compared to the prior year period due to lower Consumer and Institutional revenue. Institutional revenue decreased in both current year periods as a result of our decision to wind down the VT4S business line. Consumer revenue for the three months ended September 30, 2026 decreased due to lower Active Member count and lower ARPM. Consumer revenue for the nine months ended September 30, 2026 decreased due to a lower Active Member count, partially offset by higher ARPM.
While both current year periods were impacted by a lower Active Member count when compared to the corresponding prior year periods, we expect certain product enhancements and customer acquisition initiatives that we plan to release later in the fourth quarter to support new client acquisition.
The following tables present our revenue by business category for the periods presented.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| dollars in thousands | 2026 | % | 2025 | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer | $ | 30,739 | 93 | % | $ | 33,166 | 89 | % | $ | (2,427) | (7) | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Institutional (a) | 2,450 | 7 | % | 3,688 | 10 | % | (1,238) | (34) | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | % | 165 | 1 | % | (165) | (100) | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 33,189 | 100 | % | $ | 37,019 | 100 | % | $ | (3,830) | (10) | % | |||||||||||||||||||||||||||||||||||||||||||||||
(a)Includes VT4S revenue of $514 thousand and $1,776 thousand for the three months ended September 30, 2026 and 2025, respectively.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| dollars in thousands | 2026 | % | 2025 | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer | $ | 106,475 | 85 | % | $ | 109,003 | 84 | % | $ | (2,528) | (2) | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Institutional (a) | 18,496 | 14 | % | 20,376 | 15 | % | (1,880) | (9) | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 184 | 1 | % | 498 | 1 | % | (314) | (63) | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 125,155 | 100 | % | $ | 129,877 | 100 | % | $ | (4,722) | (4) | % | |||||||||||||||||||||||||||||||||||||||||||||||
(a)Includes VT4S revenue of $10,853 thousand and $12,935 thousand for the nine months ended September 30, 2026 and 2025, respectively.
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 | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 33,189 | $ | 37,019 | $ | (3,830) | (10)% | $ | 125,155 | $ | 129,877 | $ | (4,722) | (4)% | |||||||||||||||||||||||||||||||||
| Cost of revenue | 13,386 | 13,723 | (337) | (2)% | 45,094 | 51,128 | (6,034) | (12)% | |||||||||||||||||||||||||||||||||||||||
| Gross Profit | $ | 19,803 | $ | 23,296 | $ | (3,493) | (15)% | $ | 80,061 | $ | 78,749 | $ | 1,312 | 2% | |||||||||||||||||||||||||||||||||
| % Margin | 60 | % | 63 | % | 64 | % | 61 | % | |||||||||||||||||||||||||||||||||||||||
Cost of revenue for both current year periods was impacted by the wind-down of VT4S. This included a charge for the abandonment of capitalized internal-use software of $1,606 thousand in connection with the wind-down, partially offset by lower expert costs resulting from the reduced VT4S activity. Cost of revenue included amortization expense related to capitalized internal-use software of $554 thousand and $1,735 thousand for the three months ended September 30, 2026 and 2025, respectively, and $1,652 thousand and $5,102 thousand for the nine months ended September 30, 2026 and 2025, respectively. Excluding the impact of the VT4S wind-down, cost of revenue and gross margin improvements for the three and nine months ended September 30, 2026 were primarily driven by lower amortization of capitalized internal-use software as a result of charges for the abandonment of capitalized internal-use software that occurred in the third quarter of 2026 and the fourth quarter of 2025. These impacts were partially offset by higher Expert costs as sessions per member increased.
.
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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 | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Sales and marketing expenses | $ | 13,760 | $ | 16,563 | $ | (2,803) | (17)% | $ | 39,488 | $ | 45,906 | $ | (6,418) | (14)% | |||||||||||||||||||||||||||||||||
| General and administrative expenses | 18,413 | 25,815 | (7,402) | (29)% | 65,217 | 80,798 | (15,581) | (19)% | |||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 32,173 | $ | 42,378 | $ | (10,205) | (24)% | $ | 104,705 | $ | 126,704 | $ | (21,999) | (17)% | |||||||||||||||||||||||||||||||||
Sales and Marketing
Sales and marketing expenses for the three months ended September 30, 2026 included non-cash stock-based compensation and restructuring costs of $91 thousand and $221 thousand, respectively. Sales and marketing expenses for the three months ended September 30, 2025 included non-cash stock-based compensation $336 thousand. Excluding these impacts, sales and marketing expenses decreased $2,779 thousand, or 17%. Sales and marketing expenses for the nine months ended September 30, 2026 included non-cash stock-based compensation and restructuring costs of $644 thousand and $221 thousand. 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. Excluding these impacts, sales and marketing expenses decreased $6,080 thousand, or 14%. These decreases in both current year periods were driven by AI-enabled productivity gains and reduced investment in our Institutional business.
General and Administrative
General and administrative expenses include compensation for certain employees, support services, product and development expenses intended to support continued innovation, and other operating expenses. Product and development costs were $7,763 thousand and $10,285 thousand for the three months ended September 30, 2026 and 2025, respectively, and $26,702 thousand and $31,702 thousand for the nine months ended September 30, 2026 and 2025, respectively. Product and development costs include compensation for employees on our product and engineering teams who are responsible for developing new and improving existing offerings, maintaining our website, improving efficiencies across our organization, and third-party expenses.
General and administrative expenses for the three months ended September 30, 2026 included non-cash stock based compensation and restructuring costs of $1,757 thousand and $2,147 thousand, respectively. General and administrative expenses for the three months ended September 30, 2025 included non-cash stock based compensation of $6,511 thousand. Excluding these impacts, general and administrative expenses decreased $4,795 thousand, or 25%. General and administrative expenses for the nine months ended September 30, 2026 included non-cash stock based compensation and restructuring costs of $11,035 thousand and $3,029 thousand, respectively. 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. Excluding these impacts, general and administrative expenses decreased $8,227 thousand, or 14%. We are applying AI systematically across the tech stack, helping drive continued cost reductions and improved unit economics.
Interest Expense
Interest expense for the three and nine months ended September 30, 2026 was $691 thousand and $2,023 thousand, which was driven by our outstanding borrowings under our term loan that was originated in November 2025.
Interest Income
Interest income for the three months ended September 30, 2026 was $281 thousand, compared to interest income of $357 thousand in the same period in 2025. Interest income for the nine months ended September 30, 2026 was $974 thousand, compared to interest income of $1,184 thousand in the same period in 2025. These decreases were 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, 2026 and December 31, 2025, we had cash and cash equivalents totaling $42,535 thousand and $47,895 thousand, respectively. We have incurred cumulative losses from our operations, and we may incur additional losses in the future. Our operations have historically been financed through cash on hand, debt financing, and capital contributions. To
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the extent we continue to generate negative operating cash flows, it is possible that we may have to finance future operations primarily or in part from cash on hand or from our term loan. If cash on hand or from our term loan is not sufficient to fund our business, we may also need to implement significant cost-containment measures or explore additional financing alternatives. However, there can be no assurance that any financing would be available to us on acceptable terms, or at all, or that any cost-containment measures we implement would be sufficient or effective in reducing losses or preserving liquidity.
On September 28, 2026, we borrowed the remaining $10,000 thousand available under the first tranche of the term loan. Pursuant to the loan agreement, as the first tranche has been drawn in full, the second term loan tranche is available to us, subject to the approval of the lenders.
Cash Requirements
Our cash requirements within the next twelve months include working capital requirements, sales and marketing activities, and capital expenditures. We believe our cash on hand will be sufficient to satisfy these future requirements.
Our cash requirements under contractual obligations and commitments consist primarily of borrowings under our term loan and a lease arrangement. For information on our debt and lease obligations and the amount and timing of future payments, see Notes 12 and 13, respectively, within “Notes to Consolidated Financial Statements” in Part II, Item 8 of our 2025 Annual Report. There have been no material changes to our leasing arrangements previously disclosed in our 2025 Annual Report.
The following table sets forth our cash flows for the periods presented.
| Nine Months Ended September 30, | |||||||||||
| dollars in thousands | 2026 | 2025 | |||||||||
| Cash (used in) provided by: | |||||||||||
| Operating activities | $ | (11,089) | $ | (15,913) | |||||||
| Investing activities | (4,050) | (4,051) | |||||||||
| Financing activities | 9,750 | — | |||||||||
| Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash | 29 | 1 | |||||||||
| Net Decrease in Cash, Cash Equivalents, and Restricted Cash | $ | (5,360) | $ | (19,963) | |||||||
Operating Activities
Cash used in operating activities for the nine months ended September 30, 2026 decreased $4,824 thousand when compared to the same period in 2025, primarily due to lower sales and marketing and general and administrative expenses. These impacts were partially offset by lower Institutional bookings as a result of the wind-down of VT4S and by interest payments of $1,636 thousand made in connection with our term loan that originated in November 2025. Cash used in operating activities for the nine months ended September 30, 2025 was impacted by the payment of a legal settlement of $2,000 thousand.
Investing Activities
Cash used in investing activities was $4,050 thousand and $4,051 thousand for the nine months ended September 30, 2026 and 2025, respectively. Cash used in investing activities for both periods related to capital expenditures primarily for the development of internal use software and IT equipment.
Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2026 was $9,750 thousand. We received proceeds of $10,000 thousand from a borrowing under our term loan and paid deferred financing fees of $250 thousand previously incurred in connection with the origination of our term loan in November 2025. We did not have any financing activities during the nine months ended September 30, 2025.
Debt Covenants
Our loan agreement includes customary representations and warranties and covenants associated with our term loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), share repurchases, collateral, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Such covenants and limitations on indebtedness include (but are not limited to) that we must maintain the greater of (i) $15,000 thousand of Qualified Cash (as defined in the loan agreement) or (ii) Qualified Cash that results in Remaining Months Liquidity (as defined in our loan agreement) of at least 6 months. Additionally, our outstanding borrowings must not exceed certain multiples of our TTM Contribution Margin. If at any time, the outstanding borrowings exceed the required multiple of our TTM Contribution Margin, we will be required to immediately repay principal until the outstanding borrowings are less than the applicable multiple. Our ability to access the maximum borrowing capacity
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under our term loan will require our future TTM Contribution Margin to exceed historical levels. As of September 30, 2026, we were in compliance with these covenants.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies and estimates are more fully described in our 2025 Annual Report. There have been no material changes to our critical accounting policies and estimates previously disclosed in our 2025 Annual Report.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 2 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part 1, Item 1 of this report for a discussion regarding recently issued accounting standards.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including our expectations with respect to: revenue and active member growth; enhancing the Learning Membership experience; AI-enabled productivity and operating leverage; or the sufficiency of our cash to fund future operations. Any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “seeks,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Our financial condition, results of operations, and cash flows may differ materially from those in the forward-looking statements as a result of various factors, including:
•our offerings continue to evolve, which makes it difficult to predict our future financial and operating results;
•our level of indebtedness, which could adversely affect our financial condition;
•our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us;
•our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity;
•risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer business;
•risks associated with the implementation of our plan to wind down VT4S, including the timing and amount of expected exit costs, our ability to realize anticipated benefits, and the impact on our business and results of operations;
•risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights;
•risks associated with our classification of some individuals and entities we contract with as independent contractors;
•risks associated with the liquidity and trading of our securities;
•risks associated with payments that we may be required to make under the tax receivable agreement;
•litigation, regulatory, and reputational risks arising from the fact that many of our Learners are minors;
•changes in applicable law or regulation;
•the possibility of cyber-related incidents and their related impacts on our business and results of operations;
•risks associated with the development and use of artificial intelligence and related regulatory uncertainty;
•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
•risks associated with managing our growth; and
•other risks and uncertainties included under “Risk Factors” within Part II, Item 1A of this report, in our 2025 Annual Report filed with the SEC on February 26, 2026, and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026.
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
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activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” elsewhere in this report. Readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our exposure to market risk and foreign currency exchange rates are immaterial.
Interest Rate Risk
As of September 30, 2026, we had outstanding principal value of indebtedness of $30,000 thousand related to outstanding borrowings under our term loan that bore interest at a weighted-average variable rate of 10.75%. As of December 31, 2025, we had outstanding principal value of indebtedness of $20,000 thousand related to outstanding borrowings under our term loan that also bore interest at a weighted-average variable rate of 10.75%. A hypothetical 100 basis point change in interest rates would have had an immaterial impact on both interest expense and interest paid on variable rate debt during the three and nine months ended September 30, 2026. We did not have any outstanding indebtedness during the three and nine months ended September 30, 2025. For additional information regarding the Company’s debt, refer to Note 11 within “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1 of this report.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2026. Based on that evaluation, the Company’s CEO and CFO concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Limitations on Effectiveness of Controls and Procedures
Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control Over Financial Reporting
There were no significant changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
For information regarding our legal proceedings, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part I, Item 1 of this report, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS.
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In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the SEC on February 26, 2026 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026 (the “2026 Q2 Quarterly Report”). There have been no material changes to the risk factors previously disclosed in our 2025 Annual Report and the 2026 Q2 Quarterly Report. These risks could materially and adversely affect our business, financial condition, results of operations, and cash flows. However, these risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations, and cash flows.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, no director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, of the Company adopted, terminated
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 | ||||||||
| 3.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| * 32.1 | ||||||||
| 101 | Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2026 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.” | |||||||
| 104 | The cover page from the Company’s Form 10-Q for the quarterly period ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. | |||||||
* These certifications are deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Nerdy Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Nerdy Inc. | ||||||||
Date: November 9, 2026 | By: | /s/ Atul Bagga | ||||||
| Name: Atul Bagga | ||||||||
| Title: Chief Financial Officer | ||||||||
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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 9, 2026 | By: | /s/ Charles Cohn | ||||||
| Name: Charles Cohn | ||||||||
| Title: President and Chief Executive Officer | ||||||||
EXHIBIT 31.2
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Atul Bagga, 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 9, 2026 | By: | /s/ Atul Bagga | ||||||
| Name: Atul Bagga | ||||||||
| Title: Chief Financial Officer | ||||||||
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, 2026, 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 9, 2026 | 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, 2026, 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 9, 2026 | By: | /s/ Atul Bagga | ||||||
| Name: Atul Bagga | ||||||||
| 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.