Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
-13.90%
$0.80
0% positive prob.
5-Day Prediction
-15.29%
$0.79
0% positive prob.
20-Day Prediction
+0.51%
$0.93
0% positive prob.
SEC 8-K filings with transcript text
Feb 26, 2026 · 100% conf.
1D
-13.90%
$0.80
Act: +2.31%
5D
-15.29%
$0.79
Act: -3.01%
20D
+0.51%
$0.93
8-K
false 0001819404 0001819404 2026-02-26 2026-02-26
Washington, D.C. 20549
Date of Report (date of earliest event reported) February 26, 2026
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 26, 2026, Nerdy Inc. issued press releases announcing results for its fourth quarter and year ended December 31, 2025. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated February 26, 2026.
99.2
Press Release dated February 26, 2026.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: February 26, 2026
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
3
Nov 6, 2025
8-K
false 0001819404 0001819404 2025-11-06 2025-11-06
Washington, D.C. 20549
Date of Report (date of earliest event reported) November 6, 2025
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 6, 2025, Nerdy Inc. issued press releases announcing results for its third quarter ended September 30, 2025. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated November 6, 2025.
99.2
Press Release dated November 6, 2025.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: November 6, 2025
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
3
Aug 7, 2025
8-K
false 0001819404 0001819404 2025-08-07 2025-08-07
Washington, D.C. 20549
Date of Report (date of earliest event reported) August 7, 2025
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 7, 2025, Nerdy Inc. issued press releases announcing results for its second quarter ended June 30, 2025. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated August 7, 2025.
99.2
Press Release dated August 7, 2025.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: August 7, 2025
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
3
May 8, 2025
8-K
false 0001819404 0001819404 2025-05-08 2025-05-08
Washington, D.C. 20549
Date of Report (date of earliest event reported) May 8, 2025
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 8, 2025, Nerdy Inc. issued press releases announcing results for its first quarter ended March 31, 2025. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated May 8, 2025.
99.2
Press Release dated May 8, 2025.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: May 8, 2025
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
3
Feb 27, 2025
8-K
false 0001819404 0001819404 2025-02-27 2025-02-27
Washington, D.C. 20549
Date of Report (date of earliest event reported) February 27, 2025
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 27, 2025, Nerdy Inc. issued press releases announcing results for its fourth quarter and year ended December 31, 2024. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated February 27, 2025.
99.2
Press Release dated February 27, 2025.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: February 27, 2025
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
3
Nov 7, 2024
8-K
false 0001819404 0001819404 2024-11-07 2024-11-07
Washington, D.C. 20549
Date of Report (date of earliest event reported) November 7, 2024
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 7, 2024, Nerdy Inc. issued press releases announcing results for its third quarter ended September 30, 2024. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated November 7, 2024.
99.2
Press Release dated November 7, 2024.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: November 7, 2024
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
Aug 8, 2024
8-K
false 0001819404 0001819404 2024-08-08 2024-08-08
Washington, D.C. 20549
Date of Report (date of earliest event reported) August 8, 2024
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2024, Nerdy Inc. issued press releases announcing results for its second quarter ended June 30, 2024. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated August 8, 2024.
99.2
Press Release dated August 8, 2024.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: August 8, 2024
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
May 7, 2024
8-K
false 0001819404 0001819404 2024-05-07 2024-05-07
Washington, D.C. 20549
Date of Report (date of earliest event reported) May 7, 2024
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2024, Nerdy Inc. issued press releases announcing results for its first quarter ended March 31, 2024. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated May 7, 2024.
99.2
Press Release dated May 7, 2024.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: May 7, 2024
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
Feb 27, 2024
8-K
0001819404 false 0001819404 2024-02-27 2024-02-27 0001819404 dei:FormerAddressMember 2024-02-27 2024-02-27
Washington, D.C. 20549
Date of Report (date of earliest event reported) February 27, 2024
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code) 101 S. Hanley Rd., Suite 300 St. Louis, MO 63105 (Former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 27, 2024, Nerdy Inc. issued press releases announcing results for its fourth fiscal quarter and fiscal year ended December 31, 2023. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated February 27, 2024.
99.2
Press Release dated February 27, 2024.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: February 27, 2024
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
Nov 7, 2023
8-K
false 0001819404 0001819404 2023-11-07 2023-11-07
Washington, D.C. 20549
Date of Report (date of earliest event reported) November 7, 2023
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 7, 2023, Nerdy Inc. issued press releases announcing results for its third quarter ended September 30, 2023. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated November 7, 2023.
99.2
Press Release dated November 7, 2023.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: November 7, 2023
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
Aug 8, 2023
8-K
false 0001819404 0001819404 2023-08-08 2023-08-08 0001819404 nrdy:ClassACommonStockParValue0.0001PerShareMember 2023-08-08 2023-08-08 0001819404 nrdy:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50PerShareMember 2023-08-08 2023-08-08
Washington, D.C. 20549
Date of Report (date of earliest event reported) August 8, 2023
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2023, Nerdy Inc. issued press releases announcing results for its second quarter ended June 30, 2023. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated August 8, 2023.
99.2
Press Release dated August 8, 2023.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: August 8, 2023
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
May 9, 2023
8-K
false 0001819404 0001819404 2023-05-09 2023-05-09 0001819404 us-gaap:CommonStockMember 2023-05-09 2023-05-09 0001819404 us-gaap:WarrantMember 2023-05-09 2023-05-09
Washington, D.C. 20549
Date of Report (date of earliest event reported) May 9, 2023
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 9, 2023, Nerdy Inc. issued press releases announcing results for its first quarter ended March 31, 2023. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated May 9, 2023.
99.2
Press Release dated May 9, 2023.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: May 9, 2023
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
2
Feb 28, 2023
8-K
false 0001819404 0001819404 2023-02-28 2023-02-28 0001819404 us-gaap:CommonStockMember 2023-02-28 2023-02-28 0001819404 us-gaap:WarrantMember 2023-02-28 2023-02-28
Washington, D.C. 20549
Date of Report (date of earliest event reported) February 28, 2023
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 28, 2023, Nerdy Inc. issued press releases announcing results for its fourth fiscal quarter and fiscal year ended December 31, 2022. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated February 28, 2023
99.2
Press Release dated February 28, 2023
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: February 28, 2023
By:
/s/ Jason Pello
Name:
Jason Pello
Title:
Chief Financial Officer
3
Nov 14, 2022
8-K
false 0001819404 0001819404 2022-11-14 2022-11-14 0001819404 us-gaap:CommonClassBMember 2022-11-14 2022-11-14 0001819404 us-gaap:WarrantMember 2022-11-14 2022-11-14
Washington, D.C. 20549
Date of Report (date of earliest event reported) November 14, 2022
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2022, Nerdy Inc. issued press releases announcing results for its third quarter ended September 30, 2022. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated November 14, 2022.
99.2
Press Release dated November 14, 2022.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: November 14, 2022
By:
/s/ Jason H. Pello
Name:
Jason H. Pello
Title:
Chief Financial Officer
2
Aug 15, 2022
8-K
false 0001819404 0001819404 2022-08-15 2022-08-15 0001819404 nrdy:ClassACommonStockParValue0.0001PerShareMember 2022-08-15 2022-08-15 0001819404 nrdy:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50PerShareMember 2022-08-15 2022-08-15
Washington, D.C. 20549
Date of Report (date of earliest event reported) August 15, 2022
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 15, 2022, Nerdy Inc. issued press releases announcing results for its second quarter ended June 30, 2022. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated August 15, 2022
99.2
Press Release dated August 15, 2022
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: August 15, 2022
By:
/s/ Jason H. Pello
Name: Jason H. Pello
Title: Chief Financial Officer
2
May 16, 2022
8-K
false 0001819404 0001819404 2022-05-13 2022-05-13 0001819404 nrdy:ClassACommonStockParValue0.0001PerShareMember 2022-05-13 2022-05-13 0001819404 nrdy:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50PerShareMember 2022-05-13 2022-05-13
Washington, D.C. 20549
Date of Report (date of earliest event reported) May 13, 2022
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 16, 2022, Nerdy Inc. issued press releases announcing results for its first quarter ended March 31, 2022. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Ian Clarkson, the Company’s President and Chief Operating Officer, will be departing the Company. Mr. Clarkson will continue to provide services to the Company as a consultant for a period of nine months to assist the Company with the transition of his responsibilities. Mr. Clarkson will no longer be the President and Chief Operating Officer effective May 13, 2022. Mr. Clarkson entered into an agreement (the “Consulting Agreement”) effective May 13, 2022, regarding his consulting relationship with the Company, which amends and supersedes his executive services agreement with the Company, whereby he will, subject to the terms and conditions set forth in the Consulting Agreement, (a) be able to receive a consulting fee equal to his current base salary until February 13, 2023, (b) remain eligible to receive continued vesting of 294,958 unvested units of Nerdy LLC (and 294,958 corresponding shares of the Company’s Class B common stock), (c) may be entitled to receive accelerated vesting of 294,958 certain unvested units of Nerdy LLC (and 294,958 corresponding shares of the Company’s Class B common stock) and 153,033 restricted stock units in accordance with the term of his Consulting Agreement with the Company that had been previously granted to Mr. Clarkson, and (d) forfeit 2,600,000 unvested stock options, 688,647 restricted stock units, and 294,958 unvested units in Nerdy LLC (and 294,958 corresponding shares of the Company’s Class B common stock). The underlying security of unvested stock options and restricted stock units was the Company’s Class A common stock. The Consulting Agreement contains a standard release of claims on the part of Mr. Clarkson. The foregoi
Feb 28, 2022
8-K
false 0001819404 0001819404 2022-02-28 2022-02-28 0001819404 nrdy:ClassACommonStockParValue0.0001PerShareMember 2022-02-28 2022-02-28 0001819404 nrdy:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50PerShareMember 2022-02-28 2022-02-28
Washington, D.C. 20549
Date of Report (date of earliest event reported) February 28, 2022
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 28, 2022, Nerdy Inc. issued press releases announcing results for its fourth fiscal quarter and fiscal year ended December 31, 2021. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Item 2.02, Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated February 28, 2022
99.2
Press Release dated February 28, 2022
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: February 28, 2022
By:
/s/ Jason H. Pello
Name: Jason H. Pello
Title: Chief Financial Officer
3
Nov 15, 2021
8-K
false 0001819404 0001819404 2021-11-15 2021-11-15 0001819404 us-gaap:CommonClassBMember 2021-11-15 2021-11-15 0001819404 us-gaap:WarrantMember 2021-11-15 2021-11-15
Washington, D.C. 20549
Date of Report (date of earliest event reported) November 15, 2021
(Exact name of registrant as specified in its charter)
Delaware
001-39595
98-1499860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 S. Hanley Rd., Suite 300 St. Louis, MO
63105
(address of principal executive offices)
(zip code) (314) 412-1227 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 15, 2021, Nerdy Inc. issued press releases announcing results for its third fiscal quarter ended September 30, 2021. A copy of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. The information contained in Item 2.02, Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Earnings Release dated November 15, 2021
99.2
Press Release dated November 15, 2021
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: November 15, 2021
By:
/s/ Jason H. Pello
Name:
Jason H. Pello
Title:
Chief Financial Officer
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This page provides Nerdy Inc. (NRDY) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on NRDY's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.