Nerdy Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$NRDY
Other Consumer Services
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) May 21, 2026
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Consulting Agreement, Departure Agreement, and General Release with Former Chief Financial Officer
On April 6, 2026, Nerdy Inc. (the “Company”) filed a Current Report on Form 8-K announcing that Jason Pello ceased serving as the Company’s Chief Financial Officer effective April 3, 2026. In connection with Mr. Pello’s previously announced separation from the Company, the Company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release (the “Agreement”) on May 21, 2026.
Pursuant to the Agreement, Mr. Pello will serve as a consultant to the Company through October 3, 2026 and will receive aggregate consulting payments totaling $223,125. The Agreement also provides for the continued vesting of 333,333 restricted stock units that were scheduled to vest on April 15, 2026 and May 15, 2026. The Agreement contains a customary release of claims and becomes effective upon expiration of the applicable revocation period.
The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
†10.1 | ||||||||
104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document). | |||||||
† These exhibits constitute management contracts, compensatory plans, and arrangements.
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SIGNATURES
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 22, 2026 | By: | /s/ Christopher C. Swenson | ||||||
Name: Christopher C. Swenson | ||||||||
Title: Chief Legal Officer and Corporate Secretary | ||||||||
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