nrdy-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from _______ to _______

Commission File Number: 1-39595

NERDY INC.

(Exact name of registrant as specified in its charter)


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

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

(314) 412-1227

(Registrant's telephone number, including area code)

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

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

NRDY

New York Stock Exchange

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

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

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

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

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

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


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1

	Condensed Consolidated Statements of Operations (Unaudited).	1

	Condensed Consolidated Statements of Comprehensive Loss (Unaudited).	2

	Condensed Consolidated Balance Sheets (Unaudited).	3

	Condensed Consolidated Statements of Cash Flows (Unaudited).	4

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

	Notes to Condensed Consolidated Financial Statements (Unaudited).	6

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

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

Item 4.	Controls and Procedures.	18

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings.	18

Item 1A.	Risk Factors.	19

Item 5.	Other Information.	19

Item 6.	Exhibits.	19

	SIGNATURES	20


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


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

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

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

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


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


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

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


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


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


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


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

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


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


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

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


End of period		63,730		64,395


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


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


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


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


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


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


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

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








Payments of deferred financing fees	(250)		—


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


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

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

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


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


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


Exhibit No.						Description

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

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

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

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

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

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

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


	Nerdy Inc.

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

SEC Form 10-Q filed by Nerdy Inc.