nrdy-20260309

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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NERDY INC.

(Name of Registrant as Specified In Its Charter)

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NERDY INC.

8001 Forsyth Blvd, Suite 1050

St. Louis, Missouri 63105

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held April 30, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Nerdy Inc., will be a virtual-only meeting to be held on April 30, 2026, at 9:30 a.m. Eastern Time. The purpose of the Annual Meeting is the following:

1.To elect two Class II directors, Rob Hutter and Christopher (Woody) Marshall, to our board of directors, to serve until the 2029 annual meeting of stockholders;

2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026;

3.To approve, on an advisory basis, the compensation of our named executive officers;

4.To approve, on an advisory basis, the frequency of future advisory votes on executive compensation; and

5.To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The proposal for the election of the directors relates solely to the election of the Class II directors nominated by the board of directors.

Only Nerdy Inc. stockholders of record at the close of business on March 3, 2026, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

We are distributing our proxy materials to our stockholders via the Internet under the “Notice and Access” rules of the Securities and Exchange Commission (“SEC”). This approach provides a convenient way to access the materials and vote, while also saving printing and mailing costs and reducing the environmental impact of our Annual Meeting. On March 10, 2026, we are mailing a Notice of Internet Availability of Proxy Materials to stockholders of record as of the close of business on March 3, 2026, containing instructions about how to access our proxy materials and vote online or by telephone.

Your vote is important. Whether or not you are able to attend the meeting, it is important that your shares be represented. To ensure that your vote is recorded, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating, and returning the proxy card.

Our Annual Meeting will be held in a virtual-only format. The Annual Meeting can be accessed at the following link: www.virtualshareholdermeeting.com/NRDY2026. To log in to the Annual Meeting, you have two options: join as a “Guest” or join as a “Stockholder.” If you were a stockholder as of the close of business on March 3, 2026, you are eligible to join the Annual Meeting as a “Stockholder” and have the option to vote your shares or ask questions at the meeting.

To join the Annual Meeting as a “Stockholder,” you will be required to enter your 16-digit control number. If you are a registered stockholder as of the close of business on March 3, 2026, the control number can be found on your proxy card or notice. If you do not have your control number, you may attend as a “Guest” but will not have the option to vote your shares or ask questions at the Annual Meeting.


	By order of the board of directors,
St. Louis, Missouri
Date: March 10, 2026		/s/ Charles Cohn
		Charles Cohn
		Founder, Chairman, & Chief Executive Officer

TABLE OF CONTENTS


Summary			1
General Information			2
Overview of Proposals			5
Proposal No. 1 - Election of Class I I Directors			6
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm			9
Proposal No. 3 - A dvisory Vote to App r ove the Comp ensation for our N amed Executive Officers			12
Proposal No. 4 - A dvisory Vote on the Frequency of Future S tockholder Advisory Votes on the Compensation of our Named Executive Officers			13
Report of the Audit Committee			11
Corporate Governance			14
Director Compensation			19
Equity Compensation Plan Information			21
Executive Compensation			21
Pay vs. Performance			26
Certain Relationships and Related Party Transactions			28
Principal Stockholders			28
Delinquent Section 16(a) Reports			30
General Matters			30


	2025 PwC		2024 PwC
Audit fees(1)	$	1,235,500	$	917,500
Audit-related fees(2)	—		140,000
Tax fees(3)	—		—
All other fees(4)	2,000		2,000


			The Audit Committee of the Board of Directors of Nerdy Inc.

						Greg Mrva (Chair)
						Christopher (Woody) Marshall
						Rob Hutter


Name	Fees Earned or Paid in Cash ($)1)	Option Awards ($)(2)	Stock Awards ($)	All Other Compensation ($)	Total ($)
Rob Hutter	43,000	150,000	—	—	193,000
Christopher (Woody) Marshall	55,000	150,000	—	—	205,000
Greg Mrva	60,000	150,000	—	—	210,000
Stuart Udell	44,000	150,000	—	—	194,000
Abigail Blunt	42,500	150,000	—	—	192,500


Name						Number of Shares Underlying Options
Rob Hutter						423,445
Christopher (Woody) Marshall						492,493
Greg Mrva						455,198
Stuart Udell						538,302
Abigail Blunt						290,024


	Annual Retainer
Board of Directors:
All non-employee directors	$	35,000
Audit Committee:
Members	8,000
Chair	20,000
Compensation Committee:
Members	5,000
Chair	12,000
Nominating and Corporate Governance Committee:
Members	4,000
Chair	7,500


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2)
Equity compensation plans approved by stockholders	27,017,909	2.51	22,120,698
Equity compensation plans not approved by stockholders	—		—
Total	27,017,909		22,120,698


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(4)	Total ($)
Charles Cohn Chief Executive Officer	2025	1	—	—	—	1
	2024	1	—	—	—	1
Jason Pello Chief Financial Officer	2025	425,000	105,000	815,000	17,750	1,362,750
	2024	425,000	75,000	2,130,000	17,436	2,647,436
Chris Swenson Chief Legal Officer	2025	420,000	63,000	500,000	11,343	994,343
	2024	420,000	50,000	1,278,000	11,170	1,759,170


Name	Option Awards				Stock Awards
	Number of Securities Underlying Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Exercise Price ($)	Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Shares, Units, or Other Rights that have not Vested ($)(1)
Charles Cohn Chief Executive Officer	—	—	—	—	—	—	9,258,298(2)	9,628,630
Jason Pello Chief Financial Officer	281,549	—	2.47	1/16/2030	—	—	—	—
	89,753	—	1.99	6/12/2030	—	—	—	—
	352,602	—	1.99	10/6/2030	—	—	—	—
	—	—	—	—	13,353(3)	13,887	—	—
	—	—	—	—	135,282(4)	140,693	—	—
	—	—	—	—	500,000(5)	520,000	—	—
	—	—	—	—	—	—	500,000(6)	520,000
Chris Swenson Chief Legal Officer	—	—	—	—	13,353(3)	13,887	—	—
	—	—	—	—	81,169(4)	84,416	—	—
	—	—	—	—	300,000(5)	312,000	—	—
							306,748(6)	319,018


	Summary Compensation Table Total		Compensation Actually Paid		Value of Initial Fixed $100 Investment Based On:
	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(1)(2)(3)	Average Summary Compensation Table Total for non-PEO Named Executive Officers ($)(1)	Average Compensation Actually Paid to non-PEO Named Executive Officers ($)(1)(2)(3)	TSR ($)(4)	Net Loss ($ in thousands)
2025	1	(3,768,999)	1,178,547	325,834	30.32	(60,948)
2024	1	(10,707,999)	2,203,303	(91,263)	47.23	(67,142)


	Summary Compensation Table Total for PEO ($)	Exclusion of Stock Awards for PEO($)	Inclusion of Equity Values for PEO($)	Compensation Actually Paid to PEO ($)
2025	1	—	(3,769,000)	(3,768,999)
2024	1	—	(10,708,000)	(10,707,999)


Name and Address of Beneficial Owners	Number of shares of Class A Common Stock	Number of shares of Class B Common Stock(1)	% of Total Voting Power (2)
Directors and Named Executive Officers:
Charles Cohn(3)	48,880,224	42,564,998	48.5	%
Jason Pello	1,935,645	—	1.0	%
Chris Swenson	1,164,798	1,023,348	1.2	%
Abigail Blunt	280,225	—	*
Rob Hutter	—	—	*
Christopher (Woody) Marshall	—	—	*
Greg Mrva	962,921	—	*
Stuart Udell	373,617	18,457	*
All directors and officers as a group (8 individuals)	53,597,430	43,606,803	51.1	%


Five Percent Holders:
Entities affiliated with TCV(4)	4,268,261	16,636,527	11.1	%
Entities affiliated with Learn Capital(5)	8,198,434	1,218,548	5.0	%


(1)			Each share of Class B Common Stock entitles the holder thereof to one vote per share. Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC, the units of Nerdy LLC, together with an equal number of shares of Class B Common Stock, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis.
(2)			Represents percentage of voting power of the holders of Class A Common Stock and Class B Common Stock of the Company voting together as a single class.
(3)			Consists of Class B Common Stock held by (i) Charles K. Cohn VT Trust U/A/D May 26, 2017, (ii) Cohn Investments, LLC, (iii) Rarefied Air Capital LLC, (iv) Cohn Family Trust U/A/D March 16, 2017; and (v) Charles Cohn Revocable Trust. Mr. Cohn is the beneficial owner of the Charles K. Cohn VT Trust U/A/D May 26, 2017, Cohn Family Trust U/A/D March 16, 2017, and the Charles Cohn Revocable Trust, the sole manager of Cohn Investments, LLC, and the sole manager of Rarefied Air Capital LLC. Includes 6,777,089 shares of Class A Common Stock and 5,824,038 shares of Class B Common Stock held by Mr. Cohn’s spouse, who has sole voting and sole dispositive power of those shares. Mr. Cohn disclaims beneficial ownership of the 12,601,127 shares of common stock held by his spouse.
(4)			Consists of shares of Common Stock held by (i) TCV VIII (A), L.P. (“TCV VIII (A)”), and (ii) TCV VIII VT Master, L.P. (“TCV Master Fund”). The general partner of TCV Master Fund is TCV VIII VT Master GP, LLC (“Master GP”). The managing member of Master GP is TCV VIII, L.P. (“TCV VIII”). The direct general partner of TCV VIII and TCV VIII (A) is Technology Crossover Management VIII, L.P. (“TCM VIII”). The general partner of TCM VIII is Technology Crossover Management VIII, Ltd. (“Management VIII”). Each of TCM VIII and Management VIII may be deemed to beneficially own the shares held by TCV VIII (A). Each of Master GP, TCV VIII, TCM VIII and Management VIII may be deemed to beneficially own the shares held by TCV Master Fund. Each of Master GP, TCV VIII, TCM VIII and Management VIII disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Mr. Marshall has sole voting and dispositive power for 318,470 shares of the Class A Common Stock, but he has no pecuniary interest in such shares, and he disclaims beneficial ownership except to the extent of his pecuniary interest. The address for these entities is 250 Middlefield Road, Menlo Park, CA 94025.
(5)			Consists of shares of Common Stock held by (i) Learn Capital Special Opportunities Fund X, L.P. (“LC Fund X”), (ii) Learn Capital Special Opportunities Fund XI, L.P. (“LC Fund XI”), (iii) Learn Capital Special Opportunities Fund XII, L.P. (“LC Fund XII”), (iv) Learn Capital Special Opportunities Fund XIII, L.P. (“LC Fund XIII”), (v) Learn Capital Special Opportunities Fund XIV, L.P. (“LC Fund XIV”), (vi) Learn Capital Special Opportunities Fund XV, L.P. (“LC Fund XV”), and (vii) Learn Capital Special Opportunities Fund XVI, L.P. (“LC Fund XVI” and together with, LC Fund X, LC Fund XI, LC Fund XII, LC Fund XIII and LC Fund XIV and LC Fund XV, the “Learn Capital Funds”). The general partners for LC Fund X, LC Fund XI, LC Fund XII, LC Fund XIII, LC Fund XIV, LC Fund XV, and LC Fund XVI are Learn Capital Management X, LLC (“Management X”), Learn Capital Management XI, LLC (“Management XI”), Learn Capital Management XII, LLC (“Management XII”), Learn Capital Management XIII, LLC (“Management XIII”), Learn Capital Management XIV, LLC (“Management XIV”), Learn Capital Management XV, LLC (“Management XV”), and Learn Capital Management XVI, LLC (“Management XVI”), respectively. Management X, Management XI, Management XII, Management XIII, Management XIV, Management XV and Management XVI are collectively referred to as the “Management Entities.” Each of the Management Entities may be deemed to beneficially own the shares held by the Learn Capital Funds. Gregory V. Mauro and Mr. Hutter are each managing members of certain of these entities and may be deemed to have shared power to dispose of these shares. Each of the Management Entities disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address for these entities is 600 Congress Avenue, Suite 2800, Austin, Texas, 78701.


	Average Summary Compensation Table Total for non-PEO Named Executive Officers ($)	Average Exclusion of Stock Awards for non-PEO Named Executive Officers ($)	Average Inclusion of Equity Values for non-PEO Named Executive Officers ($)	Average Compensation Actually Paid to non-PEO Named Executive Officers ($)
2025	1,178,547	(657,500)	(195,213)	325,834
2024	2,203,303	(1,704,000)	(590,566)	(91,263)


	Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for PEO ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO($)	Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)	Total - Inclusion of Equity Values for PEO (S)
2025	—	(3,769,000)	—	—	(3,769,000)
2024	—	(10,708,000)	—	—	(10,708,000)


	Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for non-PEO Named Executive Officers ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for non-PEO Named Executive Officers ($)	Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for non-PEO Named Executive Officers ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for for non-PEO Named Executive Officers ($)	Total - Inclusion of Equity Values for non-PEO Named Executive Officers (S)
2025	179,502	(302,516)	—	(72,199)	(195,213)
2024	1,080,000	(962,716)	122,400	(830,250)	(590,566)

SEC Form DEF 14A filed by Nerdy Inc.