COO — John Paszterko: The Chief Operating Officer was terminated effective immediately, representing a sudden loss of a senior executive.

Other Events. On August 14, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward Looking Statements All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected increase in the per share closing price o…

Material Modification to Rights of Security Holders. To the extent required by

Results of Operations and Financial Condition. On August 6, 2026, Nerdy Inc. issued press releases announcing results for its second quarter ended June 30, 2026. 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…

Costs Associated with Exit or Disposal Activities. On July 31, 2026, Nerdy Inc. (the “Company”) committed to a plan to wind down its Varsity Tutors for Schools offering and business line. The wind-down permits the Company to focus on its core Consumer business. The Company currently estimates exit-related costs in the range of $2 million to $4 million, substantially all of which it expects to recognize during the third quarter of 2026. The exit-related costs include an estimated range of $0.3…

Chief Accounting Officer — Kyle Callaway: Kyle Callaway was promoted to Chief Accounting Officer from his previous role as Controller.

Chief Financial Officer — Jason Pello: Jason Pello ceased serving as the Company’s Chief Financial Officer.

Results of Operations and Financial Condition. On May 7, 2026, Nerdy Inc. issued press releases announcing results for its first quarter ended March 31, 2026. 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 ot…

Chief Financial Officer — Jason Pello: Jason Pello was notified of the Company’s decision to end his service as Chief Financial Officer.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. On March 5, 2026, Nerdy Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A Common Stock was less than $1.00 over a consecutive 30 trading-day period. The Company notified the NYSE on March 6…

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 “Ex…

Entry into a Material Definitive Agreement. On November 3, 2025 (“Closing Date”), Nerdy Inc. (the “Company”) and certain of its subsidiaries entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and the lenders party thereto, pursuant to which the lenders will make available up to two tranches of term loans in an aggregate principal amount of $50.0 million (the “Term Loan”), subject to certain terms and conditions. Amount. The Loan Agreement pr…

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…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Chief Operating Officer — John A. Paszterko: Nerdy Inc. appointed John A. Paszterko as Chief Operating Officer.

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…

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 ot…

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 “Ex…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. On November 12, 2024, Nerdy Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A Common Stock was less than $1.00 over a consecutive 30 trading-day period. The Company plans to notify the NYSE by November 12, 2024 that it intends…

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…

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…

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 ot…

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 am…

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…

Material Modification to Rights of Security Holders.