Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-K

_________________________________________

(Mark One)


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

For the fiscal year ended December 31, 2024


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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the registrant’s Class A common stock, par value $0.0001 per share, held by non-affiliates as of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $123,755,346.

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 - 118,051,627 shares of common stock as of February 13, 2025

Class B common stock, par value $0.0001 per share - 64,395,418 shares of common stock as of February 13, 2025

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement for its 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024, are incorporated by reference into Part III of this report.

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TABLE OF CONTENTS


Cautionary Note on Forward-Looking Statements		1
Summary of Risk Factors		2

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	36
Item 3.	Legal Proceedings	36
Item 4.	Mine Safety Disclosures	36

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
Item 6.	[Reserved]	37
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	73
Item 9A.	Controls and Procedures	73
Item 9B.	Other Information	73
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	73

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	74
Item 11.	Executive Compensation	74
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	74
Item 14.	Principal Accountant Fees and Services	74

PART IV

Item 15.	Exhibits and Financial Statement Schedules	75
Item 16.	Form 10-K Summary	78
Signatures		79

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Certain statements in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. Any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “seeks,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Our financial condition, results of operations, and cash flows may differ materially from those in the forward-looking statements as a result of various factors, including:

•our offerings continue to evolve, which makes it difficult to predict our future financial and operating results;

•our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity;

•risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer and Institutional businesses;

•risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights;

•risks associated with our classification of some individuals and entities we contract with as independent contractors;

•risks associated with the liquidity and trading of our securities;

•risks associated with payments that we may be required to make under the tax receivable agreement;

•litigation, regulatory, and reputational risks arising from the fact that many of our Learners are minors;

•changes in applicable law or regulation;

•the possibility of cyber-related incidents and their related impacts on our business and results of operations;

•risks associated with the development and use of artificial intelligence and related regulatory uncertainty;

•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

•risks associated with managing our rapid growth; and

•other risks and uncertainties included under “Risk Factors” in Part I, Item 1A of this report.

The forward-looking statements in this report are based on information available as of the date of this report and current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Risk Factors” in Part I, Item 1A of this report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

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SUMMARY OF RISK FACTORS

We are subject to a variety of risks and uncertainties, including those highlighted under “Risk Factors” in Part I, Item 1A of this report, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could adversely affect our financial condition, results of operation, and cash flows. These risks include, but are not limited to, the following:

Risks Related to Our Business Model, Operations, and Growth Strategy

•Our offerings continue to evolve, which makes it difficult to predict our future financial and operating results, and we may not achieve our expected financial and operating results in the future;

•We have incurred significant net losses and generated negative operating cash flows since our formation, and it may be difficult for us to achieve and maintain profitability;

•Economic conditions, including slower growth or recession, may adversely affect our business, results of operations, and financial condition by reducing demand for the services provided on our platform;

•We contract with some individuals and entities classified as independent contractors, not employees, and if federal or state law mandates that they be classified as employees, our business may be adversely impacted;

•Our business depends heavily on the adoption of our offerings by new and existing customers. If we fail to attract new Learners or retain existing Learners, our revenue growth and profitability may be adversely impacted;

•We rely on our new and existing Learners to drive utilization and to generate revenue;

•Our financial performance depends heavily on Learner retention within our offerings, and factors influencing Learner retention may be out of our control;

•Many of our Learners are minors, which may subject us to significant and/or heightened litigation risks, regulatory scrutiny, and reputational damage;

•Our reputation and brand, and the network effects among Experts and Learners on our platform are important to our success, and if we are not able to maintain and continue developing our reputation and brand, and the network effects, our business, financial condition, and results of operations could be adversely affected;

•We may be exposed to claims and losses, including class action lawsuits, brought by or on behalf of our Learners or Experts, which could have a material adverse effect on our business;

•If we are not successful in scaling up our Institutional offering to educational systems, we could suffer losses and our results of operations could suffer;

•Contracts with education systems present unique risks and uncertainties that are not present when selling directly to Learners;

•We have grown rapidly and expect to continue to invest in our growth for the foreseeable future. If we fail to manage our growth effectively, the success of our business model may be compromised;

•Computer malware, viruses, hacking, phishing attacks, spamming, and other cyber-related incidents could harm our business and results of operations;

•We depend on third-party vendors, tools, and platforms for services, including but not limited to hosting, discovery, advertising, delivering content, and more;

•We face competition from established as well as other emerging companies and technologies, which could divert customers to our competitors, result in pricing pressures, and significantly reduce our revenue;

•Our use of machine learning and artificial intelligence or AI technologies in our offerings and business may result in reputational harm, liability, or other unforeseen adverse consequences; and

•We have historically generated negative cash flows from operations and may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business.

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Risks Related to Regulations

•Changes in laws or regulations relating to consumer data privacy or data protection, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could materially and adversely affect our business.

Risks Related to Intellectual Property

•We operate in an industry with extensive intellectual property litigation, and we have been, and may be in the future, subject to claims related to a violation of a third-party’s intellectual property rights. Such claims against us or our important vendors and suppliers, even where meritless, can be costly to defend and may hurt our business, results of operations, and financial condition; and

•Failure to adequately protect our intellectual property and other proprietary rights could adversely affect our business, results of operations, and financial condition.

Risks Related to Ownership of Class A Common Stock, Our Status as a Public Company, and the Tax Receivable Agreement

•The trading price of the shares of Class A Common Stock may be volatile, and purchasers of the Class A Common Stock could incur substantial losses;

•Charles Cohn, our Founder, Chairman, President, and Chief Executive Officer, beneficially owns a significant portion of our common stock and has significant influence over us;

•We may be required to make payments under the tax receivable agreement for certain tax benefits that we may claim, and the amounts of such payments could be substantial;

•In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the tax receivable agreement; and

•We will not be reimbursed for any payments made under the tax receivable agreement in the event that any tax benefits are subsequently disallowed; and

•Our failure to meet the New York Stock Exchange’s continued listing requirements could result in a delisting of our Class A Common Stock.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our businesses, financial condition, results of operations, and cash flows.

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PART I

ITEM 1. BUSINESS.

Unless otherwise stated or the context otherwise indicates, all references in this Form 10-K to “Nerdy,” “the Company,” “us,” “our,” or “we” mean Nerdy Inc. and its consolidated subsidiaries.

Business Overview

We operate a platform for live online learning. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including artificial intelligence (“AI”), to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Our comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including one-on-one instruction, small group tutoring, large format classes, tutor chat, essay review, adaptive assessments, and self-study tools. Our flagship business, Varsity Tutors LLC (“Varsity Tutors”), is one of the nation’s largest platforms for live online tutoring and classes. Our solutions are available directly to Learners (“Consumer(s)”), as well as through education systems (“Institution(s)”). Our platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality live online learning. Our offerings also include Varsity Tutors for Schools, a product suite that leverages our platform capabilities to offer high-dosage tutoring and our online learning solutions to Institutions. We have built a diversified business across multiple audiences, including: K-8, High School, College, Graduate School, and Professional.

Our Two-Sided Network

Nerdy connects Learners of all ages with the Experts they need to advance and develop in-demand skills, pass critical exams and certifications, excel academically, and live up to their potential. Nerdy allows people to learn online in thousands of subjects, when they want, from the convenience of home, school, and any other location at the click of a button.

Learners

We serve a diverse population of audiences across the entire learning life cycle from kindergarten all the way through professional. Learners use our platform for a broad set of purposes:

•to proactively improve their academic performance;

•to remediate academic underperformance;

•for enrichment to learn about a subject they are passionate about or to advance a foundational skill they want to develop;

•to learn new professional and technical skills;

•to obtain professional and technical designations and certifications; and

•to maximize their chances of admission into their school or program of choice, spanning private schools, to undergraduate programs, to graduate school, and beyond.

Our value proposition for Learners

•Trust: We are relentlessly focused on delighting our Learners and building a powerful brand founded on the principle of trust. It is our objective that Learners believe that Nerdy is a trusted online learning destination.

•Quality Experience: Learners choose our platform because of the superior learning experience we provide and the intuitive and purpose-built technology we offer to interact with the Experts. Our AI-powered Learner-Expert matching engine intelligently matches Learners with Experts who best fit their specific needs in order to deliver effective live learning. Additionally, Learners benefit from our modern technology and learning tools, including adaptive testing capabilities, that support a collaborative interaction and optimize the learning experience.

•Convenience: Our platform makes learning engaging and accessible. Learners can access thousands of Experts on our platform using numerous devices, providing them with the ability to learn across our various learning formats anytime and from anywhere, including at pre-scheduled times and on-demand.

•Long-Term, Consistent Learning: We have developed products that have created an opportunity to develop longer and more all-encompassing relationships that span academic calendar years, subjects, and learning formats.

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•Purpose-Built Technology: Our platform was designed specifically for learning with interactive technology tools such as two-way video, collaborative work-spaces, recording and replay capabilities, and adaptive diagnostic testing, as well as integrated personalization features to facilitate instruction and provide a more engaging and enjoyable experience to Learners.

•Expansive Range of Subjects: We are focused on providing breadth and depth in our subject catalog. The thousands of subjects we currently offer our Learners serve their needs across the entire learning lifecycle.

•Learning Across Multiple Formats: Our subscription offerings combine all of our products into a singular solution with all-inclusive pricing, making it easy and affordable for Learners to engage in multiple learning formats.

•Cost Effective: We believe we provide the best value for our Learners by offering a cost-effective and superior learning experience in comparison to traditional offline learning models. The flexibility of access provided by our platform along with the expansive subject catalog and multi-format learning experience at varying price points alleviates the inefficiencies of legacy models.

Experts

Our platform attracts highly qualified and experienced Experts who are passionate about helping people learn and interested in earning supplemental income in a flexible and convenient manner. They come from varied backgrounds, including teachers, professors, professionals, graduate and college students, retirees, and self-employed individuals. Our rigorous multi-step interview and vetting process leverages technology, including AI and process automation, and conditional human review for candidate evaluation. This confluence of technology, process automation, and AI allows us to source high quality Experts at scale with minimal human labor, making the process highly scalable and efficient. We have strong and growing engagement in the Expert network, and have the ability to scale with demand.

Our value proposition for Experts

•Large Learner Population, Strong Income Potential, More Convenient: Our platform empowers Experts with the convenience of immediate access to a large audience of Learners, providing the opportunity for meaningful supplementary earnings without the required effort to find new customers and without geographical constraints.

•Consistent Opportunities: Consumer demand trends toward recurring, ‘always on’ relationships has also impacted how Experts interact with our platform. As a result of our subscription-based business, Experts have the ability to develop deeper relationships that allow for more consistent revenue-generating opportunities.

•Flexibility: As the modern workforce mindset shifts toward flexibility and choice, our platform empowers Experts to work where, when, and how they want, giving them convenience and control over their work schedule.

•Purpose-Built Technology: Our platform empowers Experts with interactive technology features such as two-way video, collaborative work-spaces, recording and replay capabilities, and adaptive diagnostic testing, as well as integrated personalization features to make delivering online instruction easy.

•Frictionless Payment Processing: We ensure the Experts are paid on-time and securely with frequent payments, alleviating administrative burden and hassle and allowing them to focus on helping Learners learn.

Industry Background and Key Trends

There are several favorable trends in the learning market that make our platform and proposition appealing on both sides of the network and we believe that our business will disproportionately win as these category dynamics shift.

•Secular Digitization of Learning and the Impact of AI: We believe the learning industry is undergoing a rapid digital transformation. Technology, including AI, has lowered the barriers for individuals to access learning opportunities and connect with Experts on a global scale and is removing the inefficiencies of in-person interactions, increasing affordability, extending geographic access, and providing flexibility and convenience through on-demand online models. We leverage both internally developed and externally licensed capabilities related to AI and machine learning, which allows large data sets to be leveraged and understood in a way that can generate substantial insights that drive the personalization of the learning experience. We believe increased digital connectivity between Learners, Experts, and other key stakeholders is substantially improving the user experience and enabling personalized learning at scale.

•Consumerization of Learning: The transition in parents’ and modern Learners’ preferences towards finding, curating, and managing their own learning is reshaping the learning markets and contributing to the digitization of learning. As a result of this shift in consumer behavior, learning providers have emerged that focus on direct-to-consumer models making learning resources, including live learning, available broadly and on-demand. By providing numerous learning formats to help Learners access top Experts across multiple formats, our platform empowers both Learners and Experts to have more agency, optimize interactions, and enhance their learning and instructing experience.

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•Demand for Long-Term, Consistent Learning: Learners are expressing interest in supplemental learning solutions that support a more consistent use pattern over extended periods of time and a default to recurring, ‘always on’ relationships.

•Learning Loss and Chronic Absenteeism: The National Center for Education Statistics (“NCES”) publishes what is known as the “Nation's Report Card”, and results have shown that students have fallen behind in reading and math. Meanwhile, “chronic absenteeism”, which is defined as the percentage of students absent more than 10% of school days, remains above pre-pandemic figures. These problems, combined with the growing broad bipartisan recognition that high-dosage tutoring is a highly effective way to address the issue, is leading to an acceleration in market activity, with multiple states focused on rolling out state-funded, statewide tutoring programs.

•Changing Workforce Dynamics: The advent of technology has dramatically changed how people view work, and platforms that enable interactions directly between providers and consumers are disrupting traditional, antiquated models. The shifting mindset of today’s workforce towards seeking flexibility, freedom, and personal fulfillment has enabled transformation of several categories in recent years. We believe these dynamics will also fundamentally change the way people learn. We have a significant opportunity to leverage technology to connect highly qualified Experts directly to Learners of all ages and to enable high quality live learning at scale.

•Shift to Lifelong and Skills-Based Learning: Our economy has evolved to a knowledge-based economy, with employers competing for workers with the most job-appropriate and up-to-date skill sets. Additionally, technological advancements and their resulting transformational changes across industries are impacting skill requirements in today’s workplace. As a result, today’s workforce needs to constantly learn new concepts and skills to keep pace with fast-changing job requirements without the heavy penalty of having to temporarily exit the workforce. Our learning platform is ideally positioned to provide today’s professionals the flexibility to continue their learning journey at their convenience while acquiring the requisite skills across a vast range of subjects and multiple learning modalities, and also provide their employers with a return on their investment.

Our Solution - A Comprehensive Online Learning Destination

To address the large market opportunity, we built Nerdy and our flagship business, Varsity Tutors, to be a leading, multi-format, online learning destination. Our platform-oriented approach to growth allows us to leverage the shared capabilities we have developed - that serve as building blocks that can be modified for different markets and audiences - and allows us to efficiently enter new markets and modify our product offerings to the unique aspects of each group of Learners. In doing so, we’re able to build solutions that improve quality, decrease cost, improve convenience, and meet the needs of Learners by enabling access to high quality live learning, and other powerful learning resources.

Learning Memberships

Learning Memberships are an ‘all access’, subscription offering that aims to support Learners across academic calendar years, subjects, and learning formats. Learning Memberships include access to one-on-one instruction, live and recorded classes, self-study tools, college & career readiness resources, and adaptive assessments. Learning Memberships are for Learners of all ages, ranging from kindergarten to college and professional Learners, and can be used in any subject, at any time. Memberships are helping transform our relationship with customers into one that is recurring in nature and spans subjects and learning formats. The model encourages ongoing consistent learning over longer periods of time, which we believe can lead to significant improvements in customer engagement and lifetime value.

We continue to focus on enhancing the Learning Membership experience by modernizing and unifying the student user experience across the entire platform, streamlining the onboarding experience to drive higher levels of engagement earlier in the customer learning journey, making it easier for customers to manage their tutoring relationships, and improving discoverability of the breadth of our learning tools. From many years of experience, we believe that when customers engage more deeply with our products, including across multiple learning formats, multiple subjects, or multiple students per household, it is highly predictive of stronger long-term retention and higher lifetime value of those customers. Upgrades to the digital experience for Learners are in service of that ultimate outcome and are aimed at increasing engagement across each of those vectors.

Learning Platform as a Service

Our Learning Platform as a Service offers a customizable set of solutions allowing learning to be ‘always on’ and available for Learners. By offering a comprehensive suite of learning solutions, Institutions can add services and product offerings over time as needs evolve, allowing Nerdy to be a long-term partner to Institutions as they seek recurring and durable relationships.

Our Learning Platform as a Service offering leverages the technology infrastructure and product capabilities originally developed for our Consumer business, providing a single, unified platform that allows Institutions to roster entire student bases and deploy solutions for different segments of students.

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We have built access and subscription-based products for our Institutional business that are oriented toward providing district-wide solutions that can be deployed across entire student and teacher populations, significantly widening the impact we can have with our school district partners.

As part of our partnerships with Institutions, we provide access to the Varsity Tutors for Schools platform. Our comprehensive unified, platform access includes: 24/7 chat-based tutoring, essay review & coaching, live academic and enrichment classes, SAT and ACT test prep classes, self-study tools, and adaptive assessments. In 2024, we saw strong interest in districts signing up for access to our platform, as we have successfully enabled access to the Varsity Tutors for Schools platform at more than 1.1 thousand school districts, encompassing more than five million students. Student engagement with our platform has been stronger than expected, demonstrating the relevance of our offering and the growing need for student support beyond the traditional classroom. The breadth of the resources included in the platform allows us to serve a much broader set of needs for our Institutional partners and greatly expands the number of students we can impact within school districts.

Our high-dosage tutoring products provide Varsity Tutors for Schools with a comprehensive product portfolio capable of meeting the tutoring needs of school districts by providing flexible implementation models that meet the common use cases districts encounter, allowing them to better serve students and their community. We believe the simplification and evolution of our product suite positions us to attract new Institutional customers to the offering while also building deeper and larger relationships with existing ones.

Our Technology Platform

The convergence of subscription business models and access-based products across Consumer and Institutional has allowed us to unify the Varsity Tutors for Schools and Consumer user experience into one that is modern, intuitive, and personalized to better serve the needs of our customers. We consistently invest in improving our capabilities and technology architecture, as well as in developing new solutions that can be leveraged across new markets and audiences. Importantly, the investments we make to support a learning solution for one audience can be scaled to apply to new audiences, resulting in returns that are multiples of our initial investment. There are specific groupings of core competencies, or layers, of our unified platform that we believe to be particularly differentiated and powerful. We collectively call them AI for HI®, short for Artificial Intelligence for Human Interaction.

AI is allowing us to rapidly develop transformative experiences involving the real-time generation of content with near zero costs and improving our ability to deliver live human interaction and personalized learning at scale. With the use of generative AI for content creation, we have been able to rapidly expand the content depth of our learning resources in our most in-demand subjects. Additionally, we have developed AI Lesson Plan Generator and AI Tutor Chat to enhance the user experience and drive increased engagement on the platform.

Looking ahead, we will continue to deploy new capabilities and products. We expect to see improvements in retention over time as we deliver new products, improve customer and tutor management tools, and drive improved engagement.

Our Growth Strategy

We have multiple growth vectors that we believe will enable us to further scale our platform by attracting and retaining more Learners and Experts through deeper and more meaningful relationships.

As a leading provider of live, online learning and one of the largest platforms for live, online learning in the U.S., we attract and help Learners across multiple audience segments and subjects. We are continually investing in broadening our existing catalog of subjects for audiences across the learning lifecycle, including live instruction solutions, as well as proprietary content used for adaptive assessments and self-study. We consistently invest in improving our capabilities, technology architecture, and developing new solutions that can be leveraged across new markets and audiences. We believe that as our range of subjects offered and audiences served through the platform grows across learning categories, our market presence and brand recognition will expand, driving more Learners and Experts to our platform.

Direct-to-Consumer Audience

Our comprehensive learning destination provides learning experiences across numerous subjects and multiple formats. We are focused on further penetrating our core audiences and continuing to improve the product and customer experience in order to further expand our appeal among our direct-to-consumer audience. As shown through our development of Learning Memberships, we are constantly exploring new methods of learning that will allow us to broaden our appeal to more Learners. We have seen strong demand and increasing engagement as we continue to evolve our services and products toward ‘always on’recurring relationships with Learners that better serve our multiple direct-to-consumer audiences.

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Institutional Audience

The education system in the U.S. is under tremendous stress, creating an environment with immense opportunity for transformation. While COVID-19 accelerated and amplified some of the acute challenges that existed before the pandemic, adding incremental headwinds in the process, it also created an environment where new solutions to these challenges are not only welcome, but actively being pursued. And with recent advancements in technology, like the learning solutions we offer, transforming the way people learn has never been more possible. We believe school administrators and educators are rethinking how they can deliver the best outcomes for students, looking for new solutions beyond the traditional approach, which historically solved learning demands only with internal and in-person resources. Educators and students now have the opportunity to embrace not only the wealth of digital content options available, but also the increasingly flexible and personalized learning experiences that drive student outcomes. Our Learning Platform as a Service offering leverages the technology infrastructure and product capabilities originally developed for our Consumer business, providing a single, unified platform that allows Institutions to roster entire student bases and deploy solutions for different segments of students. The offerings can be deployed across large populations in a scalable manner to meet the needs of specific populations. With the strategic investments we are making to adapt our platform for Institutions and school districts, we believe we are well-positioned to be the learning solution of choice. Our unique and scalable platform leverages millions of data points to deliver live, personalized learning, offering administrators and school officials a critical solution as they lead the next generation of Learners.

Product Innovation and Adaptation Supporting Changing Needs of our Audiences

We build new products and technology capabilities that we believe will enable us to better meet Learner and Expert needs in the future, support innovation, and help drive continued growth while further strengthening our competitive moat. As we gain further scale, our ability to leverage data to infuse more personalization throughout the experience compounds. This leads to improved retention, monetization, and organically driven growth of new Learners and Experts using the platform. It also allows us to more effectively enter new markets and serve new audiences. We continue to evolve and enhance our product experience to build relevance and find solutions to unmet needs across all of our audiences, which we expect will open up new avenues for growth and lifetime value expansion, and otherwise accelerate our product roadmap.

Seasonality

For information about the seasonality of our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report.

Competition

Although we have built a scaled and differentiated platform for live learning, we compete with a variety of competitors both online and offline. We believe that the vast majority of our competition is from offline competitors. Within this market, there exist thousands of companies and hundreds of thousands of individuals that provide supplemental instruction and learning services. These span academics, test preparation, professional training and skills, adult learning, enrichment, and other categories. We believe that offline solutions are inferior to the online solution we have developed. Specifically, we believe that our platform is more efficient, convenient, effective, and affordable than most offline solutions. We believe this value proposition is a big factor in driving consumer adoption of online solutions like ours.

The offline market for live learning, both one-on-one instruction and small group tutoring, is large and fragmented. We compete for time and attention with many small and local businesses, small proprietorships, and larger national companies, including franchises. While we believe our online technology-driven solution offers significant benefits when compared to these offline options, we compete with them to attract Learners, Institutions, and Experts to our platform.

While we believe we are one of the few companies that offers a comprehensive destination for live learning online, we do compete with other direct-to-consumer and institutional solutions. Consumers have a variety of choices in terms of competitive options, and some of these competitors are well capitalized. We compete against a variety of tutor and class marketplaces and directories and also against companies that offer asynchronous and self-study products. We believe that consumer awareness is one of the primary barriers to the adoption of our online solution. While we have scaled to millions of users with access to our platform, many Consumers and Institutions in the U.S. are not aware of the online solutions we offer. We will continue to drive consumer awareness of the value and availability of our platform.

Human Capital

We are a remote-first company, which means that working remotely is the primary option for most of our employees. Much like online learning affords Learners the ability to find the best Experts for their needs irrespective of location, we believe a remote-first orientation enables us to access a significantly larger talent pool from which to hire, which can serve as a long-term competitive advantage. As of February 13, 2025, we had approximately six hundred full and part-time employees, none of whom are covered under a collective bargaining agreement. Additionally, we have agreements with approximately four hundred

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globally-sourced, independent contractors, which are primarily used in customer support, tutor operations, and engineering roles.

Talent Acquisition, Development, Engagement, and Retention

We believe that our employees are our greatest asset and place a premium on the importance of their retention, growth, and development. We offer competitive compensation, including salary and equity, and benefits packages to meet the needs of employees where we operate. All employees are offered training and development opportunities, including free classes and tutoring on our Live Learning Platform (for which they provide feedback on their experience with the platform, which helps us improve the platform).

Regulatory and Administrative Investigations, Audits, and Inquiries

We have in the past been, are currently, and may in the future be the subject of regulatory and administrative investigations, audits, and inquiries conducted by governmental agencies concerning the classification and compensation of Experts, data security, tax issues, unemployment insurance, workers’ compensation insurance, business practices, and other matters. Results of investigations, audits, inquiries, and related governmental action are inherently unpredictable and, as such, there is always the risk of an investigation, audit, or inquiry having a material impact on our business, financial condition, and results of operations, particularly in the event that an investigation, audit, or inquiry results in a lawsuit or unfavorable regulatory enforcement or other action. Regardless of the outcome, these matters can have an adverse impact on us in light of the costs associated with cooperating with, or defending against, such matters, reputational risks, and the diversion of management resources and other factors. For additional information regarding the impact of regulatory and administrative investigations, audits, and inquiries on our business and financial results, see “Risk Factors” in Part I, Item 1A of this report.

Government Regulation

There are a variety of regulations that apply to how we operate our business, including, for example, regulations related to marketing efforts (such as the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991 (“TCPA”), Federal Trade Commission (the “FTC”) guidelines related to communications with consumers, the Children’s Online Privacy Protection Act (“COPPA”), and the Family Educational Rights and Privacy Act (“FERPA”), among others); regulations related to data privacy of consumers (such as the California Consumer Privacy Act (“CCPA”) and the Student Online Personal Protection Act (“SOPPA”) among others) and how we process such information (such as the CCPA and other similar legislation that is or may be enacted (including the California Privacy Rights and Enforcement Act of 2020 (“CPRA”)), as well as data security and data breaches; regulations related to background checks as regulated by the Fair Credit Reporting Act (“FCRA”) and similar state laws and new hire reporting (for employees and independent contractors depending on the state); and other federal, state, local, and foreign laws of general applicability to employers, direct-to-consumer companies, and companies in general (these laws, regulations, and standards govern issues such as worker classification, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, personal injury, text messaging, subscription services, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, mobile application and website accessibility, money transmittal, and background checks).

There have been statutory changes and resulting ballot initiatives regarding independent contractor status that demonstrate certain sentiments among certain legislatures and the public (both favorable and unfavorable). There are also ongoing proposals as it relates to the classification of independent contractors in various states and cities, and there is potential for federal legislation regarding test(s) to determine whether independent contractors are properly classified by their putative employers. It is not possible to predict whether or when such legislative or judicial changes could or would be adopted or implemented, and there are certain proposals that, if adopted, could harm our business through a decrease in the number of Experts available through our platform or through a change to our unit level economics (in the event Experts are deemed to be employees). We may also run the risk of retroactive applications of new laws to our business model that could result in liability or losses. The Department of Labor published a final rule on independent contractor classification on January 10, 2024. The new rule, if it survives legal challenges and is implemented, changes the legal test used for classification of independent contractors under the Fair Labor Standards Act. We currently do not expect this rule making will impact the classification of our Experts as independent contractors.

We are also subject to data privacy and data security laws related to the personal information we collect from Learners and Experts. It is not possible to predict whether or when such legislation may be adopted in additional jurisdictions, and certain proposals, if adopted, could harm our business through a decrease in consumer registrations and revenue, or through a change in marketing strategies; however, a federal data privacy and security standard, which is also a possibility, may provide substantial clarity and benefits for businesses that collect and maintain such data.

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These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.

As stated above, we remain subject to a variety of laws and regulations. We monitor changes to applicable regulations and design our policies and practices to comply with the existing interpretations or applications of such applicable state and federal regulations. There is also a possibility of retroactive application of new laws to the business.

For additional information regarding the impact of government regulation on our business and financial results, see “Risk Factors” in Part I, Item 1A of this report.

Intellectual Property

We believe that our intellectual property rights are valuable and important to the business. We rely on trademarks, trade names, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements, and employee non-disclosure and invention assignment agreements to establish and protect our proprietary rights. Though we rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees and the functionality and frequent enhancements to the platform are larger contributors to our success in the marketplace.

We have an ongoing trademark and service mark registration program pursuant to which we register our brand names and product names, taglines, and logos in the U.S. and other countries to the extent it is determined to be appropriate and cost-effective. We have several registered and pending trademarks in the U.S. and foreign jurisdictions. Additionally, we have common law rights in some trademarks in the U.S. and foreign jurisdictions, as well as many registered copyrights in the U.S. We also have numerous registered domain names for websites that are used in the business, such as www.nerdy.com, the businesses of the subsidiary entities, such as www.varsitytutors.com, and other businesses and their respective variations.

We continue to evaluate and act upon additional intellectual property protections to the extent we believe it would be beneficial and cost-effective to do so. Despite efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged. For additional information, see “Risk Factors” in Item 1A of this report.

Available Information

We make available, free of charge, through our website (www.nerdy.com) reports we file with, or furnish to, the U.S. Securities and Exchange Commission (the “SEC”), including our annual reports on Forms 10-K, quarterly reports on Forms 10-Q, current reports on Forms 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The SEC maintains an internet site containing these reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. All of these documents also are available to stockholders at no charge upon request sent to our corporate secretary (8001 Forsyth Blvd., Suite 1050, St. Louis, Missouri 63105, Telephone: 314-412-1227). The information and other content contained on our website are not part of (or incorporated by reference in) this report or any other document we file with the SEC.

Information about our Executive Officers

The section below provides information regarding our executive officers as of February 13, 2025:

Charles Cohn, age 39, is our Founder, Chairman, President, and Chief Executive Officer. Mr. Cohn founded the Company in 2007. Mr. Cohn previously worked in investment banking at Wells Fargo Securities and venture capital at Ascension Ventures, which he then left to focus on growing Nerdy full-time at the end of 2011. He serves on the national council board of the entrepreneurship program at Washington University in St. Louis. Mr. Cohn has a BSBA in Finance and Entrepreneurship from Washington University in St. Louis.

Jason Pello, age 45, has served as our Chief Financial Officer since October 2020. Mr. Pello is responsible for the Company’s financial operations, including leading all aspects of the financial planning and analysis, accounting, treasury management, investor relations, and tax functions. Previously, Mr. Pello served as our Vice President, Finance, and Accounting from September 2019 until October 2020. Prior to joining Nerdy, Mr. Pello served as Vice President, Corporate Finance at Save-A-Lot, a grocery chain owned by private equity from December 2017 until September 2019. Mr. Pello started his career at PricewaterhouseCoopers and holds Bachelor’s and Master’s degree in Accounting from the University of Missouri-Columbia. He is a registered CPA in Missouri (inactive).

Chris Swenson, age 53, has served as our Chief Legal Officer and Corporate Secretary since August 2019, having started Nerdy’s legal department in May 2015 as its Vice President and General Counsel. Prior to joining Nerdy, Mr. Swenson was a partner at the national law firm of Polsinelli PC, and began serving as Nerdy’s outside counsel in 2008, shortly after it was

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founded. Mr. Swenson received a BSBA with distinction and a BA from Washington University in St. Louis, as well as his law degree from the University of Missouri-Kansas City.

ITEM 1A. RISK FACTORS.

In addition to the factors discussed elsewhere in this report, the following risks and uncertainties, some of which have occurred and any of which may occur in the future, could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business, financial condition, results of operations, and cash flows. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this report entitled “Cautionary Note Regarding Forward-Looking Statements” on page 1 of this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report.

Risks Related to Our Business Model, Operations, and Growth Strategy

Our offerings continue to evolve, which makes it difficult to predict our future financial and operating results, and we may not achieve our expected financial and operating results in the future.

Our offerings continue to evolve, and we may not achieve our expected financial and operating results in the future. Further, we cannot assure you that our newer products and services, or any other products and services we may introduce or acquire, will be integrated effectively into our business, achieve or sustain profitability, or achieve market acceptance at levels sufficient to justify our investment.

Our ability to fully integrate these new products and services into our platform or achieve satisfactory financial results from them is unproven. Because we have a limited operating history and the market for our services, including newly built products and services, is rapidly evolving, it is difficult for us to predict our operating results, particularly with respect to our most recent offerings. If the markets for a direct-to-consumer or an institutional, online learning platform do not develop as we expect or if we fail to address the needs of these markets, our business may be harmed. Some of our offerings have only been meaningfully integrated into our broader platform recently and thus have a limited operating history.

You should consider our business and prospects in light of the risks, expenses, and difficulties typically encountered by companies in their early stage of development, including, but not limited to, our ability to successfully:

•execute on our relatively new, evolving, and unproven business model, including our shift to offering Learning Memberships and our introduction of expanded Varsity Tutors for Schools offerings;

•build new products and services, both internally and through third parties;

•acquire complementary products and services to expand our offerings and enhance our platform;

•attract and retain Learners and Experts and increase their engagement with/through our platform;

•manage the growth of our business, including increasing or unforeseen expenses;

•develop and scale a technology infrastructure to efficiently handle increased utilization by Learners, especially during peak periods;

•maintain and manage relationships with strategic partners;

•ensure our platform remains secure and protects the information of Learners, Experts, and other users, including Institutional customers;

•build and pursue a profitable business model and pricing strategy;

•compete with companies that offer similar services or products;

•expand into adjacent markets;

•navigate the ongoing evolution and uncertain application of regulatory requirements to our business; and

•continue our expansion into new geographic markets, including markets outside the U.S.

We have encountered and will continue to encounter these risks and if we do not manage them successfully, our business, financial condition, results of operations, and prospects may be materially and adversely affected.

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We have incurred significant net losses and generated negative operating cash flows since our formation, and it may be difficult for us to achieve and maintain profitability.

We have experienced significant net losses and generated negative operating cash flows since our formation in October 2007, and we may continue to experience net losses and generate negative operating cash flows in the future. Our net losses for the years ended December 31, 2024, 2023, and 2022 were $67,142 thousand, $67,669 thousand, and $63,908 thousand, respectively. Our negative operating cash flows for the years ended December 31, 2024, 2023, and 2022 were $15,603 thousand, $7,560 thousand, and $48,002 thousand, respectively.

We expect to continue to make investments in the building and expansion of our business and platform and anticipate that our cost of revenue and operating expenses may increase. Additionally, as a public company, we incur significant legal, accounting, and other expenses. We may not succeed in increasing our revenue sufficiently to offset any higher expenses, and our efforts to grow the business may prove more expensive than we currently anticipate. We may incur losses in the future for a number of reasons, including for the reasons set forth as other risks described herein. We may encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors as we pursue our business plan and our business model continues to evolve. While our revenue has grown in recent periods, this growth may not be sustainable and we cannot assure you that we will be able to achieve profitability.

Our operations and performance depend in part on economic conditions, and adverse economic conditions may adversely affect our business, results of operations, and financial condition.

Adverse macroeconomic conditions, including inflation, slower growth or a recession, tighter credit, higher interest rates, and higher unemployment rates, can adversely impact consumer confidence and spending and may affect institutional funding and spending, and these conditions may adversely affect demand for the services provided on our platform.

A health pandemic could severely affect our business, results of operations, and financial condition due to impacts on Learners and Experts that use the platform, and consumer and institutional spending more broadly, as well as impacts from remote work and remote learning arrangements, actions taken to contain the disease or treat its impact, and the speed and extent of the recovery.

A health pandemic, depending upon its duration and severity, could have a material adverse effect on our business. For example, the COVID-19 pandemic had numerous effects on the global economy. Governmental authorities around the world implemented measures to reduce the spread of COVID-19, and these measures adversely affected workforces, customers, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, led to an economic downturn in many of our markets. To the extent a health pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this section.

We contract with some individuals and entities classified as independent contractors, not employees, and if federal or state law mandates that they be classified as employees, our business may be adversely impacted.

We engage independent contractors and are subject to the federal laws and regulations, including, but not limited, to the U.S. Internal Revenue Service (the “IRS”) regulations, and applicable state laws and regulations regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it could be determined that the independent contractor classification is inapplicable to the nature of the relationship between us and the independent contractors. Further, if legal standards for classification of independent contractors change, whether at the federal or state level, it may be necessary to change our business model or modify our compensation structure for these roles, including by paying additional compensation or reimbursing expenses (or whatever other requirements related to employees, versus independent contractors, are implicated by any such determination(s) or change(s)). The Department of Labor published a final rule on independent contractor classification on January 10, 2024. The new rule changed the legal test used for classification of independent contractors under the Fair Labor Standards Act. While the new rule has not impacted, and we do not currently expect it will impact, the classification of our Experts as independent contractors, there is a risk that as this new rule is interpreted in the future it may subject our Experts to reclassification.

A determination in, or settlement of, any legal proceeding(s), whether we are party to such legal proceeding or not, that classifies independent contractors with whom we contract as employees, could harm our business, financial condition, and results of operations, including as a result of:

•monetary exposure arising from or relating to failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), expense reimbursement, statutory and punitive damages, penalties, including related to attorney general actions by states, and government fines;

•injunctions prohibiting continuance of existing business practices;

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•claims for employee benefits, social security, workers’ compensation, and unemployment;

•claims of discrimination, harassment, and retaliation under civil rights laws;

•managing the growth of our business, including increasing or unforeseen expenses;

•developing and scaling a technology infrastructure to efficiently handle increased utilization by Learners, especially during peak periods;

•claims under laws pertaining to unionizing, collective bargaining, and other concerted activity;

•other claims, charges, or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and

•harm to our reputation and brand.

In 2024, we had approximately 20 thousand Active Experts with independent contractor agreements. We define an Active Expert as having instructed one or more sessions in a given period. We engage all of our Experts as independent contractors, and therefore, any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damage our reputation and our ability to attract and retain Experts and employees. We may also choose to cease contracting with Experts who are located in jurisdictions where we may be prohibited or otherwise restricted from engaging Experts as independent contractors, which may adversely affect our business.

Our business depends heavily on the adoption of our offerings by new and existing customers. If we fail to attract new Learners or retain existing Learners, our revenue growth and profitability may be adversely impacted.

The success of our business depends heavily on our ability to attract and retain new and existing Learners for our online learning offerings and resources. The growth of our business also depends on the level of engagement by existing Learners with our platform. The substantial majority of our revenue depends on small transactions made by a widely dispersed population with an inherently high rate of turnover primarily as a result of changing needs. The rate at which we expand our user base of Learners and increase Learner engagement with our platform may decline or fluctuate because of several factors, including:

•our ability to acquire and retain Learners of all age segments;

•our ability to consistently provide Learners with a convenient, high-quality experience;

•the quality and prices of our products and services that we offer to Learners and those of our competitors and other learning alternatives;

•changes in standardized testing or admissions requirements;

•changes in college or university enrollment;

•changes in professional licensure, certification requirements, or regulations;

•changes in learning-related spending levels by consumers and Institutions;

•the effectiveness of our sales and marketing efforts;

•seasonal demands for our offerings may fluctuate with the seasonal nature of traditional academic calendars; and

•our ability to introduce new products and services that are favorably received by Learners.

If we do not attract more Learners to our platform and offerings or if Learners do not increase their level of engagement with our platform, our revenue may grow more slowly than expected or decline. In particular, in order to engage new Learners, we need to convince Learners of our ability to provide high-quality learning online that is better than offline and other online alternatives they may have. It may be difficult to overcome any skepticism, and there can be no assurance that online offerings of the kind we develop will ever achieve mass market acceptance.

We rely on our new and existing Learners to drive utilization and to generate revenue, and if we fail to attract and retain Learners our business and operating results will suffer.

Building awareness of our product offerings and platform is critical to our ability to acquire prospective Learners, drive consumption and utilization, and generate revenue. A substantial portion of our expenses is attributable to marketing and sales efforts dedicated to attracting potential Learners to adopt our online learning offerings. Because we generate revenue based on Learners purchasing Learning Memberships for services delivered through our platform, it is critical to our success that we identify prospective Learners in a cost-effective manner and that Learners purchase and remain active in our offerings.

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The following factors, many of which are largely outside of our control, may prevent us from successfully driving and maintaining purchase and utilization of our online offerings in a cost-effective manner or at all:

•Negative perceptions about online learning offerings and other non-traditional online services. As a non-traditional form of delivering learning and/or instruction direct-to-consumers over the internet, our online learning offerings may be subject to increased scrutiny by prospective Learners. Online product offerings that we or our competitors offer may not be successful, and new entrants to the field of online learning also may not perform well. Such underperformance could create the perception that online offerings in general are not an effective way to learn or educate, whether or not our offerings achieve satisfactory performance, which could make it difficult for us to successfully attract prospective Learners. Additionally, telehealth services, and other non-traditional online services are becoming increasingly prevalent. If any of these online products or services fail to perform well, prospective Learners may become reluctant to purchase or consume online offerings for fear that the learning experience may be substandard and begin to look for alternatives to online learning.

•Ineffective marketing efforts. We invest substantial resources in developing and implementing marketing and sales strategies that focus on identifying new Learners. If our execution of our marketing strategies prove to be inefficient or unsuccessful in generating a sufficient quantity of high-quality Learners, our revenue could be adversely affected.

•Changes in search engine methodologies. We depend in part on various search engines to direct prospective Learners to our platform. Our ability to influence the number of prospective Learners directed to our platform is not entirely within our control. As search engines revise their methodologies and incorporate AI into their offerings, these changes could adversely affect our ability to attract prospective Learners to our platform.

•Impact of general economic and social conditions. Purchase and utilization of our offerings may be affected by changes in the U.S. economy and, to a lesser extent, by global economic conditions.

If one or more of these factors reduces demand from Learners for our offerings, purchase or utilization could be negatively affected or our costs associated with acquisition and retention could increase, or both. These developments could also harm our reputation and make it more difficult for us to engage additional Learners or to produce new products and services, which would negatively impact our ability to expand our business.

Illegal, improper, or otherwise inappropriate activity of Experts and Learners, whether or not occurring while utilizing our platform, could expose us to liability and harm our business, brand, financial condition, and results of operations.

Illegal, improper, or otherwise inappropriate activities by Experts and Learners, including the activities of individuals who may have previously engaged with but are not then receiving or providing services offered through our platform, could adversely affect our brand, business, financial condition, and results of operations. These activities may include harassment, sexual misconduct, unauthorized use of credit and debit cards or bank accounts, sharing of Learner accounts, sharing of Experts’ accounts, and other misconduct. While we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by these parties from occurring in connection with our offerings. Such conduct could expose us to liability or adversely affect our brand or reputation. At the same time, if the measures we have taken to guard against these illegal, improper, or otherwise inappropriate activities, such as our requirement that Experts undergo third-party background checks as part of the initial contracting process and thereafter, periodic Google/internet checks done in-house, and other related policies, are too restrictive and inadvertently prevent qualified Experts otherwise in good standing from using our offerings, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of qualified Experts on our platform and their utilization of our platform could be negatively impacted. Further, any negative publicity related to the foregoing, whether such incident occurred on our platform, on our competitors’ platforms, or on any online platform, could adversely affect our reputation and brand or public perception of our industry as a whole, which could negatively affect demand for platforms like ours and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition, and results of operations.

Many of our Learners are minors, which may subject us to significant and/or heightened litigation risks, regulatory scrutiny, and reputational damage.

Because of the nature of our business, many of our Learners are minors under the age of 18. As a result, we may be subject to additional laws and regulations that are applicable when businesses interact with children, such as COPPA. Additionally, although transactions with minor children are ultimately authorized and paid for by a parent or guardian, these minor children may not have the capacity to enter into binding agreements or may have the ability to subsequently void contracts. As a result, we may not be able to enforce the terms of these agreements. An incident involving a child, and in particular an incident that has the potential to compromise the safety or privacy of a child, could garner negative attention, which could harm our brand or reputation and adversely affect our business.

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We may be exposed to claims and losses, including class action lawsuits, brought by or on behalf of our Learners, Institutions, or Experts, which could have a material adverse effect on our business.

We may be exposed to claims and losses, including class action lawsuits, brought by or on behalf of our Learners, Institutions, or Experts, which could have a material adverse effect on our business. We have written contracts with Learners, Institutions, and Experts (either directly or through related and affiliated entities) that establish the terms and conditions of the relationships memorialized therein. Learners, Institutions, and Experts could seek to challenge those terms and conditions, including but not limited to: network access, usage by minors, recorded sessions, taxes, integration with other policies, confidentiality, content, restrictions, arbitration, disclaimer of warranties, limitation of liability, indemnification, third-party beneficiaries, non-solicitation provisions, non-disclosure provisions, non-exclusivity, non-disparagement, governing law/choice of law, jurisdiction, venue, notice requirements, affiliate marketing, other platform activities, contract termination (including early contract termination), authority, installment payments, subscriptions, refunds, minimum billing, redemptions, guarantees, compensation (and adjustments/additions thereto), independent contractor status, insurance, intellectual property rights, and economics of the relationships (noting that some of these items apply solely to Learners, some apply solely to Institutions, some apply solely to Experts, and some apply to two or more).

We may incur fines and other losses or negative publicity with respect to these problems. Additionally, these claims may give rise to litigation, which could be time-consuming and expensive. New employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation by the Experts on our platform. There can be no assurance that the corporate policies we have in place to help reduce our exposure to these risks will be effective or that we will not experience losses as a result of these risks. There can also be no assurance that the insurance policies we have purchased to insure against certain risks will be adequate or that insurance coverage will remain available on reasonable terms or be sufficient in amount or scope of coverage.

Our reputation and brand, and the network effects among Experts and Learners on our platform are important to our success, and if we are not able to maintain and continue developing our reputation and brand, and the network effects, our business, financial condition, and results of operations could be adversely affected.

We believe that building a strong reputation and brand as a safe, reliable, and effective platform and continuing to increase the strength of the network effects among Experts and Learners on our platform are critical to our ability to attract and retain qualified Experts and Learners and to market our offerings to Institutions. The successful development of our reputation and brand, and the network effects among Experts and Learners on our platform will depend on a number of factors, many of which are outside our control.

Negative perception of our platform or Company may harm our reputation and brand, and the networks effects, including as a result of:

•complaints or negative publicity about us, Experts on our platform, our product offerings, or our policies and guidelines, including our practices and policies, even if factually incorrect or based on isolated incidents;

•illegal, negligent, reckless, or otherwise inappropriate behavior by Experts, Learners, or third parties;

•a failure to provide Experts with competitive compensation and opportunities to work with Learners;

•actual or perceived disruptions or defects in our platform, such as privacy or data security breaches, site outages, payment disruptions, or other incidents that impact the reliability of our offerings;

•litigation regarding or investigations by regulators into our platform or our business;

•Learners’ lack of awareness of, or compliance with, our policies and terms and conditions;

•Experts’ lack of awareness of, or compliance with, our terms and conditions;

•changes to our policies that Learners or others perceive as overly restrictive, unclear, or inconsistent with our values or mission, or that are not clearly articulated;

•changes to our terms and conditions that Experts perceive as overly restrictive, unclear, or inconsistent with our values, or mission, or that are not clearly articulated;

•a failure to enforce our policies or terms and conditions in a manner that Learners, Experts, and other users perceive as effective, fair, and transparent;

•inadequate or unsatisfactory Learner support service experiences;

•illegal or otherwise inappropriate behavior by Experts, management team members, or other employees or contractors;

•negative responses by Experts or Learners or other users to new offerings on our platform;

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•political or social policies or activities; or

•any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

Additionally, because we are a founder-led company, actions by or unfavorable publicity about Charles Cohn, our Founder, Chairman, President, and Chief Executive Officer, may adversely impact our brand and reputation. If we do not successfully maintain and develop our brand, reputation, and network effects and successfully differentiate our offerings from competitive offerings, our business may not grow, we may not be able to compete effectively, and we could lose existing qualified Experts or existing Learners or fail to attract new qualified Experts, new Learners, or other new users, any of which could adversely affect our business, financial condition, and results of operations.

Attracting new Learners or Institutions for the launch of new offerings is complex and time-consuming. If we pursue unsuccessful offerings, we may forego more profitable offerings and our operating results and growth would be harmed.

The process of identifying new products and services that will be a good fit for our platform is complex and time-consuming. Because of the initial reluctance on the part of some Learners or Institutions to embrace a new method of delivering their learning experience, the process to attract and engage a new Learner or Institution can be lengthy. We invest significant resources in these new offerings and there is no guarantee that we will recoup these costs. We will be providing access to our platform at no cost for several years for some Institutional customers, and we may not recoup this investment through increased contracts with Institutional customers. As a result, we may ultimately be unable to recover the full investment that we make in a new offering or achieve our expected level of profitability for the offering.

Attracting new Experts for our existing online offerings and the launch of new offerings is complex and time-consuming. If we pursue unsuccessful offerings, we may forego more profitable offerings and our operating results and growth would be harmed.

To launch a new offering, we must integrate our platform with the relevant products, content, subject information, Experts with subject knowledge, and other operating model or platform modifications that we use to manage functions for our offerings. This process of launching a new offering is time-consuming and costly and we are primarily responsible for the significant costs of this effort even before we generate any revenue. Additionally, we often need to attract new Experts to provide the new offerings that we launch and we are responsible for the associated costs. We invest significant resources in these new offerings and there is no guarantee that we will recoup these costs.

The time that it takes for us to recover our investment in a new offering depends on a variety of factors, primarily the level of our acquisition costs and the rate of growth in Learner or Institution purchases and/or repeat purchases of the product. Because of the lengthy period required to recoup our investment in an offering, unexpected developments beyond our control could occur that result in current Learners or Institutions ceasing or significantly curtailing an offering before we are able to fully recoup our investment. It may be several years, if ever, before we generate revenue from a new offering sufficient to recover our costs. As a result, we may ultimately be unable to recover the full investment that we make in a new offering or achieve our expected level of profitability for the offering.

If we are not successful in quickly and efficiently scaling up offerings with new and existing Learners or Institutions, our reputation and our results of operations will suffer.

Our continued growth and profitability depends on our ability to successfully scale up our existing and newly launched offerings. As we continue aggressively growing our business, we may require new employees. If we cannot adequately recruit, train, or retain these new employees, we may not be successful in acquiring potential Learners or Institutions for our offerings, which would adversely impact our ability to generate revenue. Additionally, the Learners or Institutions in our offerings could lose confidence in the knowledge and capability of the Experts on the platform. If we cannot quickly and efficiently scale up our technology to handle growing purchases and utilization and new offerings, the Learners’ or Institutions’ experiences with our platform may suffer, which could damage our reputation among Experts, Learners, and Institutions.

Our ability to effectively manage any significant growth of new offerings and increasing purchases and utilization will depend on a number of factors, including our ability to:

•satisfy existing Learners and Institutions in, and attract and engage new Learners or Institutions for, our offerings;

•attract qualified Experts to support expanding offerings and utilization;

•develop and produce new products;

•successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and

•deliver high-quality technical support and customer service to Experts and Learners using our platform.

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Establishing new offerings or expanding existing offerings will require us to make investments in management and key staff, increased investments in our technology platform, incur additional marketing expenses, and reallocate other resources. If purchases or utilization of our offerings does not increase, we are unable to launch new offerings in a cost-effective manner, or we are otherwise unable to manage new offerings effectively, our ability to grow our business and achieve profitability would be impaired and the quality of our solutions and the satisfaction of the Learners and Institutions using our platform could suffer.

If we are not successful in scaling up our Institutional offerings to education systems, we could suffer losses and our results of operations will suffer.

We launched an Institutional strategy with the introduction of Varsity Tutors for Schools in 2021, leveraging our existing platform capabilities to offer online learning solutions to education systems. We have devoted significant resources and management time, including hiring new personnel, in launching our new Institutional program. Beginning in 2023, we began providing access to our platform at no cost for several years for some Institutional customers. As a result of these initiatives, we have signed contracts with various education systems. However, there is no guarantee that we will continue to grow this program or that the program will be successful. If we are not successful, we may suffer losses based on the expenses and resources devoted to pursuing this strategy and our results of operations will suffer.

Contracts with Institutions present unique risks and uncertainties that are not present when selling directly to Learners.

Our Institutional strategy may present several types of risks and uncertainties inherent in contracting with Institutions such as school districts. A portion of our Institutional sales are to partners who resell to government Institutions, such as school districts, while other Institutional sales are made directly. Selling to Institutions such as school districts can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense. Government entities often require contract terms that differ from our standard arrangements and require increased attention to pricing practices and expose us to different regulatory and contractual risks. Many of the contracts that we have entered into with Institutions are school-year contracts subject to annual renewal at the option of the Institution. Any number of factors could cause an Institution to not renew a contract or otherwise affect its willingness to contract with us, including budget cuts, negative publicity (whether or not the reason for such publicity is within our control), and changes in the composition of local school boards or changes in the Institution’s administration. See “Our financial performance depends heavily on Learner retention within our offerings, and factors influencing Learner retention may be out of our control” below. Any termination or non-renewal of a contract with an Institution could have an adverse effect on our results of operations, and a termination or non-renewal caused by our failure to improve the poor academic performance of students enrolled in our programs could adversely affect our ability to secure contracts with other Institutions. Additionally, the approval processes of some Institutions, which are required for formal contract execution, are lengthy and cumbersome and, in many cases, are not completed prior to the time we begin performance. This means that at times we incur substantial costs prior to the formal execution of these agreements by Institutions. Any of these risks related to contracting with Institutions could adversely affect our future sales and results of operations, or make them more difficult to predict.

Our financial performance depends heavily on Learner retention within our offerings, and factors influencing Learner retention may be out of our control.

Once a Learner begins consuming one or more of our learning offerings, we must retain Learners to generate ongoing revenue from that Learner. Our strategy involves offering high-quality support to Learners for a variety of needs in order to drive Learner satisfaction and retention. If we do not help Learners to quickly resolve any learning, technological, or logistical issues they encounter, otherwise provide effective ongoing support to Learners, or deliver the type of high-quality, engaging offerings that Learners expect, they may withdraw from our offerings, which would negatively impact our revenue.

Additionally, Learner retention could be compromised by the following factors, many of which are largely outside of our control:

•Learner dissatisfaction or changes in preference. Learners may decline to continue in our offerings based on their individual perceptions of the value they are getting from us. For example, we may face retention challenges as a result of Learners’ dissatisfaction with the quality of the platform, quality of Experts, level and quality of customer service, platform reliability, or other factors. Factors outside our control related to Learners’ satisfaction with, and overall perception of, an offering may contribute to decreased retention rates for that offering.

•Poor performance by Experts. Experts that are responsible for instructing may not understand what is involved in meeting Learner expectations, or may otherwise be unwilling to change the ways in which they would present the same content in an in-person setting. Our ability to maintain high Learner retention will depend in part on the ability and willingness of Experts to devote the necessary time and effort to develop their own teaching style(s), lesson plans, course curriculum, and content. Inability or unwillingness of Experts to meet Learner needs could cause the quality of the instruction and the quality of the customer experience to decline, which could contribute to decreased Learner satisfaction and retention.

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•Personal factors. Factors impacting a Learner’s willingness and ability to stay engaged in an offering include personal factors, such as ability to continue to pay for the offering(s), lack of interest in continuing to learn in a particular area, distractions in the Learner’s learning environment, and sufficient time to engage in the offering(s), all of which are generally beyond our control.

•Circumvention of the platform/Disintermediation. Although both Learners and Experts are contractually prohibited from doing so, Learners and Experts may make arrangements for services and payments outside of our platform or through another platform, which may contribute to decreased retention rates, in addition to lost revenue.

Additionally, we will also need to retain the Institutions that we contract with to generate ongoing revenue from those Institutions and such retention could be compromised by the following factors, many of which are largely outside of our control:

•Timing of school and school districts’ funding sources and budget cycle. Our ability to generate revenue from Institutions such as schools and school districts may be adversely affected by decreased government funding of education. Public school funding is heavily dependent on support from federal, state, and local governments and is sensitive to government budgets. Additionally, the government appropriations process is often slow and unpredictable. Funding difficulties also could cause schools to be more resistant to price increases in our products and services, compared to other businesses that might be better able to pass on price increases to their customers.

•Negative publicity. Institutions are particularly sensitive to any actual or perceived integrity issues, Any negative publicity (whether or not within our control) could cause schools or school districts that currently employ our services to satisfy their needs in the future by alternative means.

•Changes in the composition of the school board or changes in school administration. Our contracts with schools and school districts are typically school-year contracts subject to annual renewal at the option of the school or school district, and in many instances the school or school district can terminate or modify the contracts at their convenience. Changes in the composition of the school board or changes in the school administration could lead to terminations or non-renewals even if there are no issues with our products and offerings.

Any of these factors could significantly reduce the revenue that we generate, which would negatively impact our operations and could compromise our ability to grow our business and achieve profitability.

We have grown rapidly in recent years and expect to continue to invest in our growth for the foreseeable future. If we fail to manage this growth effectively, the success of our business model may be compromised.

In recent years we experienced rapid growth in a relatively short period of time. Our revenue grew from $103,968 thousand in 2020 to $190,231 thousand in 2024. Our rapid growth has placed, and may continue to place, a significant strain on our administrative and operational infrastructure and other resources. Our ability to manage our operations and growth may require us to continue to expand our marketing and sales personnel, technology team, finance, accounting, legal, and administration teams, as well as our infrastructure. We may be required to refine our operational, financial, and management controls and reporting systems and procedures. If we fail to efficiently manage this expansion of our business, our costs and expenses may increase more than we plan and we may not successfully expand our customer base, enhance our platform and technology-enabled services, develop new offerings with new and existing customers, attract a sufficient number of new customers in a cost-effective manner, attract a sufficient number of qualified Experts in a cost-effective manner, satisfy the requirements of our existing customers, respond to competitive challenges, or otherwise execute our business plan. Although our business has experienced significant growth in the recent past, we cannot provide any assurance that our revenue will continue to grow at the same rate in the future.

Our ability to effectively manage any significant growth of our business will depend on a number of factors, including our ability to:

•effectively recruit, onboard, motivate, and retain new employees, including in software engineering, data science, product, design, marketing, sales, and customer service, while retaining existing employees, maintaining the most important aspects of our corporate culture, and effectively executing our business plan;

•effectively recruit, vet, contract, and curate new independent contractors, while retaining existing independent contractors, maintaining and improving our platform and its curation in connection with effectively executing our business plan;

•continue to improve our operational, financial, and management controls;

•effectively manage our cost structure and liquidity;

•effectively manage the implementation, onboarding, and servicing of our Institutional customers; and

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•protect and further develop our strategic assets, including our intellectual property rights.

These activities will require significant capital expenditures and allocation of valuable management and employee resources, and our growth will continue to place significant demands on our management and our operational and financial infrastructure.

There are no guarantees that we will be able to effectively manage any future growth in an efficient, cost-effective, or timely manner, or at all. In particular, any failure to successfully implement systems enhancements and improvements will likely negatively impact our ability to manage our expected growth, ensure uninterrupted operation of key business systems, and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our business and operations, the quality of our offerings could suffer, which could negatively affect our reputation, results of operations, and overall business.

We face competition from established, as well as other emerging companies, which could divert customers to our competition, result in pricing pressure, and significantly reduce our revenue.

We expect existing competitors and new entrants to the online learning market to constantly revise and improve their business models in response to challenges from competing businesses, including ours. If these or other market participants introduce new or improved delivery of direct-to-consumer and Institutional online learning and technology-enabled services that we cannot match or exceed in a timely or cost-effective manner, our ability to grow our revenue and achieve profitability could be compromised.

We compete against thousands of companies and hundreds of thousands of independent professionals. Some of our current, tangential, and potential competitors have significantly greater financial resources than we do. Increased competition may result in competitive pressure for us or a decrease in our market share, which could negatively affect our revenue and future operating results and our ability to grow our business.

A number of competitive factors could cause us to lose potential opportunities or force us to offer our solutions on less favorable economic terms, including:

•competitors may develop service offerings that Learners find to be more compelling than ours;

•competitors may adopt more aggressive pricing policies and offer more attractive sales terms and adapt more quickly to new technologies and changes in student requirements;

•competitors may offer better compensation to Experts or divert qualified Experts from our platform; and

•current and potential competitors may establish relationships among themselves or with third parties to enhance their products and expand their markets, and our industry may see an increasing number of new entrants and increased consolidation. Accordingly, new competitors may emerge and rapidly acquire significant market share.

We may not be able to compete successfully against current and future competitors. Additionally, competition may intensify as our competitors raise additional capital and as established companies in other market segments or geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow our business and achieve profitability could be impaired.

Our business is affected by seasonality driven by school and standardized testing schedules.

Our business is affected by the general seasonal trends common to education, tutoring, and standardized testing schedules in the markets we serve. We have observed increased traffic during the late summer and early fall months of August and September as Learners seek educational enrichment tools to start the school year. We have also historically observed increased traffic on our platform in advance of standardized tests. Our school-based offerings may also be impacted by the timing of school districts’ funding sources and budget cycles. This seasonality may adversely affect our business and cause our results of operations to fluctuate.

We have historically generated negative cash flows from operations and may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business.

We believe that our existing cash balances will be sufficient to meet our minimum anticipated cash requirements for at least the next twelve months. We may, however, need to raise additional funds to respond to business challenges or opportunities, accelerate our growth, develop new offerings, or enhance our platform. If we seek to raise additional capital, it may not be available on favorable terms or may not be available at all. Lack of sufficient capital resources could significantly limit our ability to manage our business and to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate

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additional funds are not available if and when needed, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy.

Our employees located outside of the U.S. and foreign residents accessing our platform and purchasing our offerings expose us to foreign risks.

Operating in international and foreign markets requires significant resources, management attention, and subjects us to regulatory, economic, and political risks that are different from those in the U.S. We have employees employed by locally established entities in Canada and the United Kingdom. Because we have employees in Canada and the United Kingdom, we are subject to the compensation and benefits regulations of those jurisdictions, which differ from compensation and benefits regulations in the U.S. Further, we are required to comply with data privacy regulations of the countries from which we draw applicants or from which our offerings draw Learners to our platform. Failure to comply with these regulations or to adequately adapt to international and foreign markets could harm our ability to successfully operate our business and pursue our business goals.

Experts may access the platform and continue to offer one-on-one and group instruction from any location in which they have access to our platform, even if located outside of the U.S., which exposes us to foreign and international risks. While we primarily operate in the U.S. today, some Experts are located in other jurisdictions, and the products and services on our platform are digitally delivered over the internet and therefore Experts and Learners worldwide may be able to interface with our platform. We cannot be certain that we are in compliance with country-specific laws, including those related to data privacy, consumer protection, labor and employment, among others. Moreover, we may contract with Experts who have provided a U.S. address but may actually be residents of non-US jurisdictions, or an Expert could change geographic locations without our awareness. While we attempt to monitor the location of Experts, and terminate contracts where we are aware that an Expert has moved to a restricted or governmentally prohibited geography, we are subject to risks that could arise when Experts access our platform from new or foreign locations.

Failures of our platform, or disruption to its access, could reduce Learners’, Institutions’, and Experts’ satisfaction with our offerings and could harm our reputation.

The performance and reliability of our platform, and its uninterrupted access, are critical to our operations, reputation, and ability to attract new Learners and Experts, as well as our acquisition and retention of Learners, Institutions, and Experts already using our platform. Learners and Experts both rely on our technology platform to receive and provide their online offerings, which requires them to be able access to our platform on a frequent, as-needed basis. Accordingly, any errors, defects, disruptions, or other performance problems with our platform, including features in third-party products that restrict or prevent access to our platform or our ability to adequately communicate with Learners and Experts, could damage our reputation, decrease satisfaction and retention, and impact our ability to attract new Learners, Institutions, and Experts in the future. If any of these problems occur, Learners, Institutions, and Experts may decide to terminate their relationship with us, not repurchase or renew, or make claims against us. Additionally, we license certain technology from third parties and the failure by any of these licensed technologies to perform could similarly harm our ability to provide these services and our reputation in the marketplace.

Our online systems, including our website and mobile apps, could contain undetected errors, or “bugs,” that could adversely affect their performance. Additionally, we regularly update and enhance our website, platform, and our other online systems and introduce new versions of our software products and apps. These updates may contain undetected errors when first introduced or released, which may cause disruptions in our services and may, as a result, cause us to lose market share, and our brand, business, prospects, financial condition, and results of operations could be materially and adversely affected.

If our security measures are breached or fail, we could lose Learners, Experts, Institutions, and employees; fail to attract new Learners, Experts, Institutions, and employees; and could be exposed to protracted and costly litigation.

Our business involves the storage, processing, and transmission of Learners’, Experts’, and other users’ proprietary, confidential and personal data, as well as the use of third-party partners who store, process, and transmit users’ proprietary, confidential, and personal data. We also maintain certain other proprietary and confidential data relating to our business and personal data of our personnel and applicants. There are risks of security incidents both on and off our systems as we increase the types of technology used to operate our platform, which includes mobile apps and third-party payment processing providers. Any security breach or incident that we experience could result in unauthorized access to, misuse of, or unauthorized acquisition of our or users’ data, the loss, corruption, or alteration of this data, interruptions in our operations, or damage to our computers or systems or those of our users. We have experienced attempted security incidents in the past and we may face additional attempted security intrusions in the future.

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Any such incidents could expose us to claims, litigation, regulatory, or other governmental investigations, administrative fines, and potential liability. An increasing number of online services have disclosed breaches of their security, some of which have involved sophisticated and highly targeted attacks on portions of their services. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not foreseeable or recognized until launched against a target, we and our third-party partners may be unable to anticipate these techniques or implement adequate preventative measures. As AI capabilities improve and are increasingly adopted, we may experience cyberattacks created through AI. If an actual or perceived breach of our or our third-party vendors’ and suppliers’ security occurs, public perception of the effectiveness of our security measures and brand could be harmed, and we could lose users. Data security breaches and other cybersecurity incidents may also result from non-technical means, for example, actions by employees, contractors, or vendors. Any compromise of our or our third-party vendors’ and suppliers’ security could result in a violation of applicable security, privacy, or data protection; consumer and other laws; regulatory or other governmental investigations; enforcement actions; and legal and financial exposure, including potential contractual liability, in all cases that may not always be limited to the amounts covered by our insurance. Any such compromise could also result in damage to our brand and a loss of confidence in our security and privacy or data protection measures.

Our systems and the systems we use under contract with third-parties may be vulnerable to computer viruses and other malicious software, physical or electronic break-ins, or weakness resulting from intentional or unintentional actions by us, our third-party service providers, as well as similar disruptions that could make all or portions of our website or apps unavailable for periods of time. While we currently employ various antivirus and computer protection software in our operations, we cannot assure you that such protections will in all cases successfully prevent hacking or the transmission of any computer virus, ransomware, or malware, which could result in significant damage to our hardware and software systems and databases, disruptions to our business activities, including to our e-mail and other communications systems, breaches of security and the inadvertent disclosure of personal, confidential, or sensitive data; interruptions in access to our website through the use of “denial of service;” or similar attacks, and other material adverse effects on our operations.

Further, we may need to expend significant resources to protect against, and to address issues created by, security breaches and other security incidents. Security breaches and other security incidents, including any breaches of our security measures or those of parties with which we have commercial relationships (e.g., third-party service providers who provide development or other services to us or through our platform) that result in the unauthorized access of users’ confidential, proprietary, or personal data or the belief that any of these have occurred, could damage our reputation and expose us to a risk of loss or litigation and possible liability. Significant unavailability of our platform due to attacks could cause users to cease using our platform and materially and adversely affect our business, prospects, financial condition, and results of operations. Although we maintain cybersecurity liability insurance, we cannot be certain our coverage will be adequate for liabilities actually incurred or will continue to be available to us on reasonable terms, or at all.

Many jurisdictions have or are considering enacting privacy or data protection laws or regulations relating to the collection, use, storage, transfer, disclosure, and/or other processing of personal data. Such laws and regulations may include data residency or data localization requirements (which generally require that certain types of data collected within a certain country be stored and processed within that country), data export restrictions or international transfer laws (which prohibit or impose conditions upon the transfer of such data from one country to another), requirements that companies implement privacy or data protection and security policies or requirements that companies grant individuals certain rights, such as the right to access, correct, and delete personal data stored or maintained by such companies, be informed of security breaches that affect their personal data, or provide consent to use their personal data for other purposes. While we have implemented various measures intended to enable us to comply with applicable privacy or data protection laws, regulations, and contractual obligations, these measures may not always be effective and do not guarantee compliance. Additionally, privacy or data protection laws and regulations may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another; and may conflict with one another, other requirements, or legal obligations, or our practices. Further, the existence and need to comply in certain markets could impact our ability to make our platform available in those markets (without taking additional compliance steps). Cultural norms around privacy or data protection also vary from country to country and can drive a need to localize or customize certain features of our platform in order to address varied privacy or data protection concerns, which can add cost and time to our development of new features and platform enhancements.

We depend on third-party vendors, tools, and platforms for services including but not limited to hosting, discovery, advertising, delivering content, and more.

We depend on major vendors for services including but not limited to hosting, discovery, advertising, delivering content, and more. In addition to proprietary technologies, we also rely on third-party tools and platforms for delivering certain products and services. These vendors and other third parties could change their rules, cost structure, marketing programs, and/or algorithms from time to time and any such changes could adversely impact our ability to generate revenue or deliver paid products and services.

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Computer malware, viruses, ransomware, hacking, phishing attacks, spamming, and other cyber-related incidents could harm our business and results of operations.

Computer malware, viruses, ransomware, physical or electronic break-ins, and similar disruptions could lead to interruptions and delays in our service and operations and loss, misuse, or theft of data. Computer malware, viruses, ransomware, computer hacking, and phishing attacks against online networking platforms have become more prevalent and may occur on our systems in the future.

Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand. Our cybersecurity liability insurance may not be sufficient to cover significant expenses and losses related to direct attacks on our website or internal system. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our offerings and technical infrastructure may harm our reputation, brand, and our ability to attract Learners and Experts to our platform. Any significant disruption to our website or internal systems could result in a loss of Learners and Experts and, particularly if disruptions occur during the peak periods at the beginnings of each academic term, could adversely affect our business and results of operations.

Additionally, depending on the nature of the information compromised, in the event of a security breach or other privacy or security related incident, we may also have obligations to notify affected individuals and regulators about the incident, and we may need to provide some form of remedy, such as a subscription to credit monitoring services, payment of significant fines, or payment of compensation in connection with a class-action settlement (including under foreign and state privacy laws). Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises our, our users’, our employees,’ or other confidential or personal information.

Our platform contains open source software components, and failure to comply with the terms of the underlying licenses could restrict our ability to market or operate our platform.

We use open source software in connection with our technology and services. Some open source software licenses require those who distribute open source software as part of their software to publicly disclose all or part of the source code (including proprietary code) to such software and/or make available any derivative works of the open source code on unfavorable terms or at no cost. The use of such open source code may ultimately require us to replace certain code used on our platform or discontinue certain aspects of our platform. From time to time, we may face claims from third parties claiming infringement of their intellectual property rights, or demanding the release or license of the open source software or derivative works that we developed using such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to pay substantial damages, publicly release the affected portions of our source code, and be limited in or cease using the implicated software unless and until we can re-engineer such software to avoid infringement or change the use of, or remove, the implicated open source software.

In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as the original developers of open source code generally do not provide warranties (with respect to, for example, non-infringement or functionality) or indemnities or other contractual protections. Our use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage.

If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives.

Our future success is substantially dependent on the continued service of our senior management team. We do not maintain key-person insurance on any of our employees, including our senior management team, other than a key-person insurance policy on Mr. Cohn. The loss of the services of any individual on our senior management team could make it more difficult to successfully operate our business and pursue our business goals.

Our future success also depends heavily on the retention of personnel from our software engineering, data science, product, design, marketing, sales, and customer service teams that are necessary to continue to attract and retain customers in our offerings, thereby generating revenue for us. In particular, our highly-skilled technical employees are responsible for maintaining and enhancing our products and platform, which ultimately have a significant impact on customer satisfaction and retention. Competition for these employees is heightened. As a result, we may be unable to attract or retain these key personnel that are critical to our success, resulting in harm to our relationships with customers, loss of expertise or know-how, and unanticipated recruitment and training costs.

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Increased input costs, including costs for Experts, or limited availability of Experts, could negatively impact our businesses, financial condition, results of operations, and cash flows.

Our input costs, including costs for Experts, could increase due to factors such as labor shortages, increased compliance costs associated with new or changing government regulations, pandemics, and general inflationary conditions. Accordingly, changes in input costs may limit our ability to maintain existing margins. While we try to manage the impact of increases of certain input costs by increasing the prices of our products and services, we may fail in attempting to effectively execute these price increases. Therefore, the prices charged for our products and services may not reflect changes in our input costs at the time they occur or at all. The negative impacts related to input cost inflation, as well as a potential shortage of Experts, could have a material adverse effect on our businesses, financial condition, results of operations, and cash flows.

Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other unforeseen adverse consequences to our business operations.

We use internally developed and third-party developed machine learning and AI technologies in our offerings and business, and we are making investments in expanding our AI capabilities in our platform and in the tools we use internally, including ongoing deployment and improvement of existing machine learning and AI technologies, as well as developing new product features using AI technologies, including, for example, generative AI. AI technologies are complex and rapidly evolving, and we face significant competition from other companies as well as an evolving regulatory landscape. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

The introduction of AI technologies may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. The intellectual property ownership and license rights, including copyright, surrounding AI technologies have not been fully addressed by courts or national or local laws or regulations in the U.S., and the use or adoption of third-party AI technologies into our platform and processes may result in exposure to claims of copyright infringement or other intellectual property misappropriation. Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the development and maintenance of proprietary datasets and machine learning models, development of new approaches and processes to provide attribution or remuneration to creators of training data, and development of appropriate protections and safeguards for handling the use of customer data with AI technologies, which may be costly and could impact our expenses. AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed. Learners or others may rely on or use this flawed content to their detriment, which may expose us to brand or reputational harm, competitive harm, and/or legal liability.

There can be no assurance that our investments in AI will be beneficial to our business. Our use of AI may depend on third-party software and infrastructure. We cannot control the availability or pricing of such third-party AI, especially in a highly-competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. If third-party AI becomes incompatible with our offerings or unavailable, or if the providers unfavorably change the terms or terminate their relationship with us, our solutions may become less appealing to our customers. The use of AI technologies presents emerging ethical and social issues, and if we enable or offer solutions that draw scrutiny or controversy due to their perceived or actual impact on customers or on society as a whole, we may experience brand or reputational harm, competitive harm, and/or legal liability.

Risks Related to Regulations

Our activities are subject to federal and state laws and regulations and other requirements, and these regulations are subject to change.

Our business is subject to regulation at both the federal and state levels in the United States across a range of subject areas, including privacy, data protection, consumer protection, and others, such as the Americans with Disabilities Act (the “ADA”). Many jurisdictions have or are considering enacting privacy or data protection laws or regulations relating to the collection, use, storage, transfer, disclosure, and/or other processing of personal data. Such laws and regulations may include data residency or data localization requirements (which generally require that certain types of data collected within a certain country be stored and processed within that country), data export restrictions or international transfer laws (which prohibit or impose conditions upon the transfer of such data from one country to another), requirements that companies implement privacy or data protection and security policies or requirements that companies grant individuals certain rights, such as the right to access, correct, and delete personal data stored or maintained by such companies, be informed of security breaches that affect their personal data, or provide consent to use their personal data for other purposes. While we have implemented various measures intended to enable us to comply with applicable privacy or data protection laws, regulations, and contractual obligations, these measures may not always be effective and do not guarantee compliance.

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Additionally, privacy or data protection laws and regulations may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements, or legal obligations or our practices. Further, the existence and need to comply in certain markets could impact our ability to offer our platform in those markets (without taking additional compliance steps). As we continue to expand into new markets outside the U.S., regulations and cultural norms around privacy or data protection will vary from country to country and can drive a need to localize or customize certain features of our platform in order to address varied privacy or data protection concerns, which can add cost and time to our development of new features and platform enhancements.

We use machine learning and AI throughout our business. As the regulatory framework for machine learning technology and AI evolves, our business, financial condition, and results of operations may be adversely affected. The regulatory framework for machine learning technology, AI and automated decision making is evolving. It is possible that new laws and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in ways that would affect the operation of our platform and the way in which we use AI and machine learning technology. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. Several jurisdictions have enacted or are considering measures related to the use of AI and machine learning in products and services. For example, the proposed EU Artificial Intelligence Act (“EUAIA”) could impose onerous obligations related to the use of AI related systems if passed into law. Such regulations, and others that may be passed in other jurisdictions, may require us to change our business practices for compliance, or else be subject to regulatory action and/or fines.

In order to process credit card payments, we are required to comply with payment rules established by payment card networks, such as the Payment Card Industry and its Data Security Standard, as well as with applicable laws. Our failure to comply with these laws or requirements could result in fines or impact our ability to accept payments in the future. Some jurisdictions have adopted laws that govern payments and other financial activities. These laws could require us to obtain money transmitter licenses, or other licenses or approval for financial transactions, that may cause disruption regarding our ability to accept credit card payments, thereby impacting our sales and revenue.

Our business may also be subject to laws specific to students, such as the Family Educational Rights and Privacy Act (“FERPA”) and the Student Online Personal Protection Act (“SOPPA”). State laws and regulations targeting protection of students continue to be proposed and enacted. While we have implemented various measures intended to enable us to comply with these laws focused on students, these measures may not always be effective and do not guarantee compliance. Future changes in these laws and regulations could raise our compliance costs and result in liabilities for us, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Changes in laws or regulations relating to consumer data privacy or data protection, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could materially and adversely affect our business.

We receive, collect, store, process, transfer, and use personal data and other user data. The effectiveness of our ability to offer our platform to Learners and Experts relies on the collection, storage, and use of this data concerning other Learners and Experts, including personally identifying or other sensitive data. Our collection and use of this data might raise privacy and data protection concerns, which could negatively impact the demand for our services. Privacy and data protection laws could restrict or add regulatory and compliance processes to our ability to effectively use and profit from those services.

There are numerous federal, state, and foreign laws and regulations regarding privacy, data protection, information security, and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal data and other content (such as the CAN-SPAM Act of 2003, the TCPA, the FCRA, FTC guidelines related to communications with consumers, COPPA, CCPA, CPRA, CPPA, CTDPA, VCDPA, CPA, UCPA, the UK Data Protection Act, the General Data Protection Regulation, among others), the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other laws and regulations. We are also subject to the terms of our privacy policies, and obligations to third parties related to privacy, data protection, and information security. We strive to comply with applicable laws, regulations, policies, and other legal obligations relating to privacy, data protection and information security to the extent possible. The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to our business operations may limit the use and adoption of our services and reduce overall demand for them. However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Further, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security, or disclosure of personal data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention, or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features.

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If we were found in violation of any applicable privacy or data protection laws or regulations, our business may be materially and adversely affected, and we would likely have to change our business practices and potentially the services and features available through our platform. Additionally, these laws and regulations could impose significant costs on us and could make it more difficult for us to use our current technology to promote certain offerings through the platform. Additionally, if a breach of data security were to occur, or other violation of privacy or data protection laws and regulations were to be alleged, solutions may be perceived as less desirable and our business, prospects, financial condition, and results of operations could be materially and adversely affected.

We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions, such as those passed in various U.S. states, which are continuing to emerge and evolve. These laws may lead other states to pass comparable legislation, with potentially greater penalties and more rigorous compliance requirements relevant to our business. The effects of state regulations and other similar state or federal laws, are significant and may require us to modify our data processing practices and policies and to incur substantial costs and potential liability in an effort to comply with such legislation. Additionally, the CCPA and other legal and regulatory changes are making it easier for certain individuals to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes. In recent years, there has also been an increase in attention to and regulation of data protection and data privacy across the globe, including in the U.S. with the increasingly active approach of the FTC to enforcing data privacy under the FTC Act Section 5 of the Unfair and Deceptive Acts framework.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others, and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the Experts on our platform may limit the adoption and use of, and reduce the overall demand for, our platform. Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others, and could result in significant liability, cause our users to lose trust in us and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

Additionally, certain actions of our users that are deemed to be a misuse of or unauthorized disclosure of another user’s personal data could negatively affect our reputation and brand and impose liability on us. While we have adopted policies regarding the misuse or unauthorized disclosure of personal data obtained through our services by our users and retain authority to put a hold on or permanently disable user accounts, users could nonetheless misuse or disclose another user’s personal data. The safeguards we have in place may not be sufficient to avoid liability on our part or avoid harm to our reputation and brand, especially if such misuse or unauthorized disclosure of personal data was high profile, which could adversely affect our ability to expand our user base, and our business and financial results.

If the personally identifiable information we collect from Learners or Experts is unlawfully acquired, accessed, or obtained, we could be required to pay substantial fines and bear the cost of investigating the data breach and providing notice to individuals whose personally identifiable information was unlawfully accessed.

In providing services to Learners and contracting with Experts to provide offerings to Learners, we collect personally identifiable information from Learners, prospective Learners, and Experts, and prospective Experts, such as names, birth dates, contact information, and payment information, as well as limited access to social security numbers of Experts through third-party systems. In the event that the personally identifiable information is unlawfully accessed or acquired, the majority of states and many jurisdictions have laws that require Institutions to investigate and immediately disclose the data breach to impacted individuals, usually in writing. In addition to costs associated with investigating and fully disclosing a data breach in such instances, we could be subject to substantial monetary fines or private claims by affected parties and our reputation would likely be harmed.

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Risks Related to Intellectual Property

We operate in an industry with extensive intellectual property litigation, and we have been, and may be in the future, subject to claims related to a violation of a third-party’s intellectual property rights. Such claims against us or our important vendors and suppliers, even where meritless, can be costly to defend and may hurt our business, results of operations, and financial condition.

Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The technology and software fields generally are characterized by extensive intellectual property litigation and many companies that own, or claim to own, intellectual property have aggressively asserted their rights. From time to time, we have been and may be subject to legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will assert intellectual property claims against us, particularly as we expand the complexity and scope of our business. Additionally, some of our agreements with certain third parties may require us to indemnify others against claims that our platform infringes a third-party’s intellectual property rights.

Future litigation may be necessary to defend against intellectual property infringement claims or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and would be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. Additionally, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could:

•hurt our reputation;

•adversely affect our relationships with our current or future Learners, Experts, schools, school districts, or other instructors or business relationships;

•cause delays or stoppages in providing our offerings;

•divert management’s attention and resources;

•require technology changes to our platform or other software that could cause us to incur substantial cost;

•subject us to significant liabilities; or

•require us to cease some or all of our activities.

In addition to liability for monetary damages against us, which may include attorneys’ fees and/or treble damages in the event of a finding of willful infringement, or, in some circumstances, damages against Experts, we may be prohibited from developing, commercializing, or continuing to provide some or all of our bundled technology-enabled solutions unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all.

Failure to adequately protect our intellectual property and other proprietary rights could adversely affect our business, results of operations, and financial condition.

Our ability to compete effectively depends, in part, upon protection of our rights in trademarks, trade names, trade secrets, copyrights, and other intellectual property rights. We rely on and plan to rely on contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret, and other laws to protect our intellectual property and other proprietary rights, and such measures may be inadequate. We may be unable to preclude third parties from misappropriating or infringing our technology and intellectual property. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information. Any litigation or claims brought by us could result in substantial costs and diversion of our resources. If the protection of our intellectual property and proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected.

Third parties may challenge any copyrights, trademarks, and other intellectual property and proprietary rights owned or held by us. Third parties may knowingly or unknowingly infringe, misappropriate, or otherwise violate our copyrights, trademarks, and other intellectual property and proprietary rights and we may not be able to prevent infringement, misappropriation, or other violation without substantial expense to us. Additionally, if we fail to protect our domain names, it could adversely affect our reputation and brand and make it more difficult for Learners to find our website, our content, and our services. If we pursue litigation to assert our intellectual property or proprietary rights, an adverse decision could limit our

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ability to assert our intellectual property or proprietary rights, limit the value of our intellectual property or proprietary rights, or otherwise negatively impact our business, financial condition, and results of operations.

Additionally, while we have written contracts with Learners and Experts (either directly or through related and affiliated entities) that establish the terms and conditions of the relationships memorialized therein, Learners and Experts could seek to challenge those terms and conditions, including but not limited to network access, recorded sessions, confidentiality, content restrictions, disclosure provisions, and other intellectual property rights. We have not faced litigation on these agreements or the provisions therein and accordingly there is uncertainty as to whether any or all of these protective provisions would be enforceable.

Risks Related to the Ownership of Class A Common Stock, Our Status as a Public Company, and the Tax Receivable Agreement

Our quarterly operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline.

Our quarterly operating results have historically fluctuated due to seasonality, changes in consumer behavior, and changes in our business, and our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following:

•timing of our costs incurred in connection with the launch of new offerings and the delay in receiving revenue from these new offerings, which delay may last for several years;

•seasonal variation driven by the seasonal nature of traditional academic calendars;

•changes in Learner purchases, utilization, and retention levels in our offerings;

•changes in our key metrics or the methods used to calculate our key metrics;

•changes in our pricing;

•changes in the mix of our product offerings;

•timing and amount of our marketing and sales expenses;

•costs necessary to improve and maintain our software platform;

•write-downs or write-offs, restructuring, and impairment, or other charges; and

•changes in the prospects of the economy generally, which could alter current or prospective customers’ spending priorities or could increase the time it takes us to launch new offerings.

Our operating results may fall below the expectations of market analysts and investors in some future periods, which could cause the market price of Class A Common Stock to decline substantially.

The trading price of the shares of Class A Common Stock may be volatile, and purchasers of the Class A Common Stock could incur substantial losses.

Our stock price may be volatile. The stock market in general and the market for technology companies and learning technology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our Class A Common Stock may be influenced by many factors, including:

•actual or anticipated variations in our operating results;

•changes in financial estimates by us or by any securities analysts who might cover our stock;

•changes in laws and regulations affecting our business;

•conditions or trends in our industry;

•changes as a result of macroeconomic events;

•stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the software and information technology industries;

•announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships, or divestitures;

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•announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

•the public’s reaction to our press releases, our other public announcements, and our filings with the SEC;

•capital commitments;

•investors’ general perception of our company and our business;

•recruitment or departure of key personnel, including Charles Cohn, our Founder, Chairman, President, and Chief Executive Officer;

•sales of Class A Common Stock, including sales by our directors and officers or specific stockholders

•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; and

•the volume of shares of Class A Common Stock available for public sale.

Additionally, in the past, stockholders have initiated class action lawsuits against technology companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management’s attention and resources from our business.

If equity research analysts do not publish research or reports or publish unfavorable research or reports about us, our business, or our market, our stock price and trading volume could decline.

The trading market for our Class A Common Stock may be influenced by the research and reports that equity research analysts publish about us and our business. We do not have any control over the analysts or the content and opinions included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.

Concentration of ownership among members of our senior management, our existing directors, and principal stockholders may prevent new investors from influencing significant corporate decisions.

Concentration of ownership among members of our senior management, our existing directors, and principal stockholders may prevent new investors from influencing significant corporate decisions. As a result, members of our senior management, our existing directors, and principal stockholders, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets or other significant corporate transactions. For example, Charles Cohn, our Founder, Chairman, President, and Chief Executive Officer, beneficially owns a significant portion of our Common Stock. Together with his spouse, he beneficially owns approximately 48.3% of our outstanding Class A Common Stock, assuming conversion of their Class B common stock and all other shares of Class B common stock. So long as Mr. Cohn beneficially owns certain specified percentages of our Class A Common Stock, Mr. Cohn will have rights to nominate up to three directors to our Board of Directors, and will also have consent rights with respect to other parties’ nominees.

Moreover, some of these persons or entities may have interests different than yours. For example, because many of these stockholders have held their shares for a long period, they may be more interested in selling our company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other stockholders.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, our Class A Common Stock may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company,” we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

Additionally, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt

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the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We will be an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of TPG Pace’s initial public offering (October 2025), though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1,235,000 thousand in annual revenue in any fiscal year, (ii) the market value of our shares of common stock that is held by non-affiliates exceeds $700,000 thousand as of any June 30 or (iii) we issue more than $1,000,000 thousand of non-convertible debt over a three-year period. As the fifth anniversary of the closing date of the TPG Pace’s initial public offering occurs in 2025, we will no longer be an “emerging growth company” starting with our Annual Report on Form 10-K for the year ended December 31, 2025, and as a result, will no longer be able to take advantage of the exemptions listed above.

The exact implications of the JOBS Act are subject to interpretation and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. Additionally, investors may find our Class A Common Stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may decline or become more volatile.

If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in our company.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, or operating.

When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal controls over financial reporting or we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports. As a result, the market price of the Class A Common Stock could be materially adversely affected.

Because we do not anticipate paying any cash dividends on the Class A Common Stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.

You should not rely on an investment in the Class A Common Stock to provide dividend income. We have not declared or paid cash dividends on the Class A Common Stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. Additionally, the terms of any future debt agreements we may enter into are likely to similarly preclude us from paying dividends. As a result, capital appreciation, if any, of the Class A Common Stock will be your sole source of gain for the foreseeable future. Investors should not purchase our Class A Common Stock with the expectation they will receive dividend income.

We are subject to risks related to taxation in the U.S.

Significant judgments based on interpretations of existing tax laws or regulations are required in determining our provision for income taxes. Our effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of our operations, changes in our future levels of research and development spending, mergers and acquisitions, or the result of examinations by various tax authorities. Although we believe our tax estimates are reasonable, if the IRS or other taxing authority disagrees with the positions taken on our tax returns, we could have additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position.

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Our bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our bylaws specify that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders; provided that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our bylaws provide that the federal district courts of the U.S. will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees, or agents and arising under the Securities Act. We believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums, and protection against the burdens of multi-forum litigation. However, these provisions may have the effect of discouraging lawsuits against our directors and officers. The choice of forum provision requiring that the Court of Chancery of the State of Delaware be the exclusive forum for certain actions would not apply to suits brought to enforce any liability or duty created by the Exchange Act.

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find these types of provisions to be inapplicable or unenforceable, and if a court were to find the exclusive forum provision in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could materially adversely affect our business.

We are subject to changing laws and regulations regarding regulatory matters and corporate governance, and public disclosure will increase our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and our future efforts to comply likely will result in, increased general and administrative expenses.

Moreover, because these laws, regulations, and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our and Nerdy LLC’s business and future profitability.

We have no material assets other than our interest in Nerdy LLC, which holds, directly or indirectly, all of our business. Nerdy LLC generally is not subject to U.S. federal income tax, but may be subject to certain U.S. state and local and non-U.S. taxes. We are a U.S. corporation subject to U.S. corporate income tax on our allocable share of the income or loss of Nerdy LLC. Further, because our operations and customers are located throughout the U.S., we and Nerdy LLC are subject to various U.S. state and local taxes. U.S. federal, state, local, and non-U.S. tax laws, policies, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us or Nerdy LLC and may have an adverse effect on our business, cash flows, and future profitability.

There can be no assurance that future tax law changes will not (i) increase the rate of the corporate income tax significantly, (ii) impose new limitations on deductions, credits, or other tax benefits or (iii) make other changes that may adversely affect our businesses, financial condition, results of operations, and cash flows. Such changes in U.S. federal income tax laws could adversely affect our or Nerdy LLC’s business, cash flows, and future profitability, which would have an adverse effect on our business, cash flows, and future profitability.

If we expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.

In the event that our operating business expands domestically or internationally, our effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be

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recorded under GAAP, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to (i) changes in tax laws or the regulatory environment, (ii) changes in accounting and tax standards or practices, (iii) changes in the composition of operating income by tax jurisdiction, and (iv) pre-tax operating results of our business.

Additionally, we may be subject to significant income, withholding, and other tax obligations in the U.S. and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations, and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (i) the availability of tax deductions, credits, exemptions, refunds, and other benefits to reduce tax liabilities, (ii) changes in the valuation of deferred tax assets and liabilities, if any, (iii) the expected timing and amount of the release of any tax valuation allowances, (iv) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (v) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (vi) changes to existing intercompany structure (and any costs related thereto) and business operations, (vii) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (viii) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing, or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

Our principal asset is our interest in Nerdy LLC, and, accordingly, we will depend on distributions from Nerdy LLC to pay taxes, make payments under the Tax Receivable Agreement (as defined below), and cover our corporate and other overhead expenses.

We are a holding company and have no material assets other than our ownership interest in Nerdy LLC. We have no independent means of generating revenue or cash flow. To the extent the funds of Nerdy LLC are legally available for distribution, and subject to any restrictions contained in any credit agreement to which Nerdy LLC or its subsidiaries is bound, we intend to cause Nerdy LLC (i) to make generally pro rata distributions to its unitholders, including Nerdy Inc., in an amount generally intended to allow the Nerdy LLC unit holders to satisfy their respective income tax liabilities with respect to their allocable share of the income or loss of Nerdy LLC, based on certain assumptions and conventions, and (ii) to reimburse Nerdy Inc. for its corporate and other overhead expenses. In the future, we may be limited, however, in our ability to cause Nerdy LLC and its subsidiaries to make these and other distributions to us due to restrictions contained in any credit agreement to which Nerdy LLC or any of its subsidiaries is bound. To the extent that we need funds and Nerdy LLC or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements or are otherwise unable to provide such funds, our liquidity and financial condition could be adversely affected.

Moreover, because we have no independent means of generating revenue, our ability to make tax payments and payments under the Tax Receivable Agreement (as defined below) is dependent on the ability of Nerdy LLC to make distributions to us in an amount sufficient to cover our tax obligations and obligations under the Tax Receivable Agreement. This ability, in turn, may depend on the ability of Nerdy LLC’s subsidiaries to make distributions to it. The ability of Nerdy LLC, its subsidiaries, and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions contained in any credit agreement to which Nerdy LLC, its subsidiaries, and other entities in which it directly or indirectly holds an equity interest are bound. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will accrue interest until paid.

We may be required to make payments under the Tax Receivable Agreement (as defined below) for certain tax benefits that we may claim, and the amounts of such payments could be substantial.

We have a tax receivable agreement with Nerdy LLC unit holders (other than us) (the “TRA Holders”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally will provide for the payment by us to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that we actually realize in periods after the reverse recapitalization as a result of: (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the reverse recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the Nerdy LLC redemption right or call right; and (ii) imputed interest deemed to be paid by us as a result of, and additional basis arising from, any payments under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these net cash savings.

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The term of the Tax Receivable Agreement commenced upon the completion of the reverse recapitalization and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless we exercise its right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances described below) and we make the termination payment specified in the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are our obligation and not obligations of Nerdy LLC, and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial. Estimating the amount and timing of our realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise. The actual increases in tax basis covered by the Tax Receivable Agreement, as well as the amount and timing of our ability to use any deductions (or decreases in gain or increases in loss) arising from such increases in tax basis, are dependent upon significant future events, including but not limited to the timing of the redemptions of units of Nerdy LLC (“OpCo Units”), the price of Class A Common Stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of tax basis associated with the OpCo Units of the redeeming holder at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character, and timing of taxable income Nerdy LLC generates in the future, the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement, the U.S. federal income tax rate then applicable to us, and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. Accordingly, estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is also by its nature imprecise. For purposes of the Tax Receivable Agreement, net cash savings in tax generally will be calculated by comparing our actual tax liability (determined by using the actual applicable U.S. federal income tax rate and certain simplifying assumptions with respect to state and local income taxes) to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The amount and timing of any payments under the Tax Receivable Agreement are dependent upon significant future events, including those noted above in respect of estimating the amount and timing of our realization of tax benefits.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

If the Tax Receivable Agreement terminates early (at our election or due to other circumstances, including our breach of a material obligation thereunder or upon the election of the TRA Holders in connection with certain changes of control described below), we would be required to make an immediate payment to each TRA Holder equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to the lesser of (i) 6.5% and (ii) one-year Secured Overnight Financing Rate (“SOFR”) (or a replacement rate, if applicable) plus 150 basis points) and the aggregate amount of such early termination payments is expected to be substantial. The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including that (i) we have sufficient income to fully utilize the tax attributes covered by the Tax Receivable Agreement, (ii) net operating losses and credits that are available as of the termination are utilized through the earlier of the scheduled expiration of such losses or credits or the fifth anniversary of the termination, (iii) the applicable tax rates will be those specified by law as in effect as of the termination date, (iv) non-amortizable asset basis is utilized on an accelerated timeline, and (v) any OpCo Units (other than those held by us) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the early termination payment relates.

If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales, and other forms of business combinations and certain changes to the composition of our board), the Tax Receivable Agreement will remain in effect with respect to each TRA Holder (provided that certain valuation assumptions applicable to an early termination of the Tax Receivable Agreement, including that there will be sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement, will be utilized to determine the payments to be made under the Tax Receivable Agreement), unless such TRA Holder elects (or the representative of the TRA Holders causes all of the TRA Holders to elect) to receive its early termination payment in connection with the change of control transaction, in which case the Tax Receivable Agreement will terminate with respect to such TRA Holder as described in the paragraph above. Any payment made under the Tax Receivable Agreement following a change of control may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which such payment relates.

If the Tax Receivable Agreement terminates early (in the situations described above), our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, or other forms of business combinations or changes of control that could be in the best interests of holders of Class A Common Stock. If our obligation to make payments under the Tax Receivable Agreement is accelerated by election of the TRA Holders in connection with a change of control, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control

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transaction giving rise to such acceleration. However, we may be required to fund such payment from other sources, and, as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact on our liquidity. We do not currently expect to cause an acceleration due to our breach, and we do not currently expect that we would elect to terminate the Tax Receivable Agreement early, except in cases where the early termination payment would not be material. There can be no assurance that we will be able to meet our obligations under the Tax Receivable Agreement.

If our payment obligations under the Tax Receivable Agreement are accelerated in connection with certain mergers, other forms of business combinations, or other changes of control, the consideration payable to holders of our Class A Common Stock could be substantially reduced.

If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales, and other forms of business combinations and certain changes to the composition of our Board of Directors), then our obligations under the Tax Receivable Agreement would be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, and, in such situations, payments under the Tax Receivable Agreement may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. As a result of our payment obligations under the Tax Receivable Agreement, holders of our Class A Common Stock could receive substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, our payment obligations under the Tax Receivable Agreement will not be conditioned upon the TRA Holders having a continued interest in us or Nerdy LLC, and the rights of the TRA Holders (including the right to receive payments) under the Tax Receivable Agreement are generally transferable by the TRA Holders as long as the transferee of such rights has executed and delivered or in connection with such transfer executes and delivers, a joinder to the Tax Receivable Agreement. Accordingly, the TRA Holders’ interests may conflict with those of the holders of our Class A Common Stock.

We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on certain tax reporting positions, and the IRS or another tax authority may challenge all or part of the tax basis increases upon which payment under the Tax Receivable Agreement are based, as well as other related tax positions we take, and a court could sustain such challenge. The TRA Holders will not reimburse us for any payments previously made under the Tax Receivable Agreement if any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, except that excess payments made to any TRA Holder will be netted against future payments that would otherwise be made to such TRA Holder, if any, after our determination of such excess (which determination may be made a number of years following the initial payment and after future payments have been made). As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could materially adversely affect our liquidity.

In certain circumstances, Nerdy LLC will be required to make tax distributions to the Nerdy LLC unitholders, including us, and the tax distributions that Nerdy LLC will be required to make may be substantial. The Nerdy LLC tax distribution requirement may complicate our ability to maintain our intended capital structure.

Nerdy LLC will generally make quarterly tax distributions, to the Nerdy LLC unitholders, including us. Such distributions will be pro rata and be in an amount sufficient to cause each Nerdy LLC unitholder to receive a distribution at least equal to such Nerdy LLC unitholder’s allocable share of net taxable income (calculated under certain assumptions) multiplied by an assumed tax rate. The assumed tax rate for this purpose will be the combined maximum U.S. federal, state, and local income tax rate that may potentially apply to any member for the applicable taxable year. The highest marginal U.S. federal income tax rate applicable to corporations is significantly lower than the highest marginal U.S. federal income tax rate applicable to non-corporate taxpayers. Additionally, the per-OpCo unit taxable income allocable to us will likely be lower than the per-OpCo unit taxable income allocated to other Nerdy LLC unitholders. As a result of these disparities, we may receive tax distributions from Nerdy LLC significantly in excess of our actual tax liability and our obligations under the Tax Receivable Agreement.

The receipt of such excess distributions would complicate our ability to maintain certain aspects of our capital structure. Such cash, if retained (or reinvested in Nerdy LLC without an accompanying stock dividend with respect to our Class A Common Stock), could cause the value of an OpCo unit to deviate from the value of a share of Class A Common Stock. If we retain such cash balances (or reinvests such balances in Nerdy LLC without an accompanying stock dividend with respect to our Class A Common Stock), the other Nerdy LLC unitholders would benefit from any value attributable to such accumulated or reinvested cash balances as a result of their exercise of the OpCo redemption right. We intend to take steps to eliminate any material cash balances. Such steps could include distributing such cash balances as dividends on our Class A Common Stock and reinvesting such cash balances in Nerdy LLC for additional OpCo Units (with an accompanying stock dividend with respect to our Class A Common Stock).

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The tax distributions to the Nerdy LLC unitholders may be substantial and may, in the aggregate, exceed the amount of taxes that OpCo would have paid if it were a similarly situated corporate taxpayer. Funds used by Nerdy LLC to satisfy its tax distribution obligations will generally not be available for reinvestment in its business.

Delaware law and our Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation, Bylaws, and the Delaware General Corporation Law, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our Board and therefore depress the trading price of our Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our Board of Directors or taking other corporate actions, including effecting changes in our management. Among other things, our governing documents, include provisions regarding:

•the ability of our Board to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•the limitation of the liability of, and the indemnification of, our directors and officers;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders after such date and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

•the requirement that a special meeting of stockholders may be called only by the Chief Executive Officer, the Chairman of the Board, or our Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•the ability of our Board to amend the bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management.

Our failure to meet the New York Stock Exchange’s continued listing requirements could result in a delisting of our Class A Common Stock.

If we fail to satisfy the continued listing requirements of the New York Stock Exchange (“NYSE”), such as the corporate governance requirements or the minimum closing bid price requirement, NYSE may take steps to delist our Class A Common Stock. Such a delisting would likely have a negative effect on the trading price of our Class A Common Stock and could impair our stockholders’ ability to sell or purchase our Class A Common Stock when they wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class A Common Stock to become listed again, stabilize the market price or improve the liquidity of our Class A Common Stock, or prevent future non-compliance with the listing requirements of NYSE.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 1C. CYBERSECURITY.

Our Board of Directors, recognizing the importance of maintaining the trust and confidence of our Learners, Experts, Institutional customers, clients, business partners, and employees, has delegated oversight of our cybersecurity risk management to the Audit Committee. Our cybersecurity policies, standards, processes, and practices have been established as part of our risk management program and are based on recognized frameworks, including as adopted by the National Institute

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of Standards and Technology (the “NIST”). In general, we seek to address cybersecurity risks through a cross-functional approach focused on preserving the confidentiality, security, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Our cybersecurity program focuses on these key areas:

•Governance: The Audit Committee has oversight of cybersecurity risk management and regularly interacts with our Chief Technology Officer (“CTO”) and other members of management.

•Education and Awareness: We provide regular, mandatory training for personnel regarding cybersecurity threats to equip them with effective tools to address and mitigate cybersecurity threats, and to communicate our information security policies, standards, processes, and practices.

•Cross-Functional Approach: We employ a cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

•Third-Party Risk Management: We have adopted a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

•Technical Safeguards: We deploy technical safeguards designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and revised through vulnerability and cybersecurity threat assessments.

•Incident Response and Recovery Planning: We maintain incident response and recovery plans addressing our response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.

We engage in the periodic assessment and testing of our policies, standards, processes, and practices designed to address cybersecurity threats and incidents. These efforts include internal and external activities, including reviews of our information security control environment, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning, and information security maturity assessments.

The Audit Committee receives regular presentations and reports on cybersecurity risks. Those presentations and reports have covered or will cover topics such as recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, and technological and peer company trends. The Audit Committee also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the members of the management team, including the CTO and the Vice President, Engineering and Security.

The CTO and Vice President, Engineering and Security in coordination with our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Legal Officer (“CLO”), among others, work collaboratively across functions to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Through ongoing communication, we monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate.

Our CTO has served in various roles in information technology and information security for over a decade, and holds a doctorate in mathematics from the London School of Economics and Political Science. The Vice President, Engineering and Security has served in various roles in information technology for over 25 years. Our CEO, CFO and CLO each hold degrees in their respective fields, and each have experience managing risks, including risks arising from cybersecurity threats.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including our business strategy, results of operations, or financial condition. Depending on their nature, cybersecurity threats in the future may materially affect our business strategy, results of operations, or financial condition. See “Risk Factors” in Part I, Item 1A of this report.

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ITEM 2. PROPERTIES.

Our corporate headquarters is located at 8001 Forsyth Blvd., Suite 1050, St. Louis, Missouri 63105 with a lease term that expires in April 2031, with two extension options. We believe that our facilities are adequate to meet our needs for the immediate future and that we will be able to secure additional space due to the expiration of our current lease or the expansion of our operations, as necessary, and if needed.

ITEM 3. LEGAL PROCEEDINGS.

For information regarding our legal proceedings, refer to “Commitments and Contingencies” in Note 17 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report, which is incorporated herein by reference.

Pursuant to SEC regulations, the Company is required to disclose certain information about environmental proceedings with a governmental entity as a party if the Company reasonably believes such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. Pursuant to such SEC regulations, the Company has elected to use a threshold of $1,000 thousand for purposes of determining whether disclosure of any such proceedings is required. Applying this threshold, there are no such environmental proceedings pending as of the filing date of this report or that were resolved during the fourth quarter of 2024.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Common Stock and Dividends

Our Class A common stock, par value $0.0001 per share (the “Class A Common Stock) is traded on the New York Stock Exchange (the “NYSE”) under the symbol, “NRDY”. Our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) is not traded on any established public trading market.

On February 13, 2025, there were approximately 38 stockholders and 21 stockholders of our Class A Common Stock and Class B Common Stock, respectively. The actual number of Class A Common Stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. We did not pay any cash dividends on our Class A Common Stock during the year ended December 31, 2024, nor do we have plans to pay cash dividends on our common stock in the foreseeable future.

The information required under this Item 5 concerning equity compensation plan information is set out under Part III, Item 12 of this report and is incorporated herein by this reference.

Issuer Purchases of Equity Securities

There were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a)(3) the Securities Exchange Act of 1934, during the fourth quarter of 2024.

Performance Graph

We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and capital resources of Nerdy Inc. The following discussion should be read in conjunction with the financial statements under Part II, Item 8 of this report, “Cautionary Note On Forward-Looking Statements” on page 1 of this report, and “Risk Factors” in Part I, Item 1A of this report. This section of this report generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this report, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Nerdy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024.

OVERVIEW

We operate a platform for live online learning. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including artificial intelligence (“AI”), to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Our comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, tutor chat, essay review, adaptive assessments, and self-study tools. Our flagship business, Varsity Tutors LLC (“Varsity Tutors”), is one of the nation’s largest platforms for live online tutoring and classes. Our solutions are available directly to Learners (“Consumer(s)”), as well as through education systems (“Institution(s)”). Our platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality live online learning. Our offerings include Varsity Tutors for Schools, a product suite that leverages our platform capabilities to offer high-dosage tutoring and our online learning solutions to Institutions. We have built a diversified business across the following audiences: K-8, High School, College, Graduate School, and Professional.

Seasonality of our Business

We have experienced in the past, and expect to continue to experience seasonal fluctuations in our revenue and earnings due to Learner and Institutional spending and consumption habits, and the timing of the academic year. Historically, we experience lower than normal revenue during the summer when schools and universities are out of session in the United States (the “U.S.”) and when people travel for vacations and holidays. Due to seasonality, comparisons of our historical quarterly results of operations on a sequential basis may not provide meaningful insight into our overall financial performance.

KEY FINANCIAL AND OPERATING METRICS

We monitor the following key operating metrics, among others, to evaluate the performance of our business.

“Active Member(s)” is defined as the number of Learners with an active paid Learning Membership as of the date presented. Variations in the number of Active Members are due to changes in demand for our solutions, seasonality, testing schedules, the extension of Learning Memberships to additional Consumer audiences, and the launch of new membership options. As a result, we believe Active Members is a key indicator of our ability to attract, engage, and retain Learners. Active Members exclude EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”), as well as our Institutional business. Our Active Member count as of December 31, 2024 was lower when compared to December 31, 2023 due to a higher mix of lower frequency Learning Memberships during 2024.


Active Members in thousands	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023
Active Members	37.5	39.7	35.5	46.1	40.7	39.5
YoY change	(8)%	1%	15%	40%	101%	250%

“Active Experts” is defined as the number of Experts who have instructed one or more sessions in a given period. Active Experts also includes our Institutional business, but excludes First Tutors UK. The following table summarizes Active Experts for the periods presented. Our Active Expert count during the year ended December 31, 2024 was primarily driven by higher Institutional active Experts when compared to the prior year period, which reflects the continued scaling of our Institutional business.

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	Year Ended December 31,		Change
Active Experts in thousands	2024	2023	%
Active Experts	20.2	17.2	17%

RESULTS OF OPERATIONS


	Year Ended December 31,
dollars in thousands	2024		%		2023		%
Revenue	$	190,231	100	%	$	193,399	100	%
Cost of revenue	61,837		33	%	56,952		29	%
Gross Profit	128,394		67	%	136,447		71	%
Sales and marketing expenses	71,623		37	%	68,448		36	%
General and administrative expenses	126,879		67	%	125,570		65	%


Operating Loss	(70,108)		(37)	%	(57,571)		(30)	%
Unrealized loss on derivatives, net	—		—	%	13,385		7	%
Interest income	(3,104)		(2)	%	(3,377)		(2)	%
Other expense (income), net	23		—	%	(19)		—	%

Loss before Income Taxes	(67,027)		(35)	%	(67,560)		(35)	%
Income tax expense	115		—	%	109		—	%
Net Loss	(67,142)		(35)	%	(67,669)		(35)	%

Revenue

Revenue for the year ended December 31, 2024 declined primarily due to lower average revenue per member per month (“ARPM”) in our Consumer business, partially offset by higher revenues in our Institutional business. Revenue for the year ended December 31, 2023 included legacy Package revenue of $15,850 thousand that did not recur in the current year period due to the completion of the transition to Learning Memberships in our Consumer business.

The following table presents the Company’s revenue by business category for the periods presented.


	Year Ended December 31,								Change
dollars in thousands	2024		%		2023		%		$		%
Consumer	$	154,230	81	%	$	158,654	82	%	(4,424)		(3)	%
Institutional	35,277		18	%	33,815		17	%	1,462		4	%
Other (a)	724		1	%	930		1	%	(206)		(22)	%
Revenue	$	190,231	100	%	$	193,399	100	%	$	(3,168)	(2)	%

(a)Other consists of EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) and other services.

Cost of Revenue and Gross Profit

The following table sets forth our cost of revenue and gross profit for the periods presented.


	Year Ended December 31,						Change
dollars in thousands	2024			2023			$		%
Revenue	$	190,231		$	193,399		$	(3,168)	(2)	%
Cost of revenue	61,837			56,952			4,885		9	%
Gross Profit	$	128,394		$	136,447		$	(8,053)	(6)	%
% Margin	67		%	71		%

Cost of revenue for the year ended December 31, 2024 increased due to higher Expert costs of $4,096 thousand, primarily related to higher utilization of tutoring sessions across Learning Memberships in our Consumer business and the continued scaling of our Institutional business.

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Gross margin for the year ended December 31, 2024 decreased primarily due to lower ARPM coupled with higher utilization of tutoring sessions across Learning Memberships in our Consumer business and higher substitution costs during the first half of the year in our Institutional business. We have introduced improvements to our marketplace infrastructure systems, including session scheduling enhancements, invoice automation improvements, and changes to the tutor placement and substitution program logic. We believe these enhancements will improve the customer experience due to the higher reliability level of our marketplace infrastructure systems and improve gross margins by lowering costs.

Operating Expenses

The following table sets forth our operating expenses for the periods shown:


	Year Ended December 31,				Change
dollars in thousands	2024		2023		$		%
Sales and marketing expenses	$	71,623	$	68,448	$	3,175	5	%
General and administrative expenses	126,879		125,570		1,309		1	%

Total operating expenses	$	198,502	$	194,018	$	4,484	2	%

Sales and Marketing

Sales and marketing expenses for the year ended December 31, 2024 and 2023 included non-cash stock-based compensation of $2,345 thousand and $2,795 thousand, respectively. Excluding these impacts in both periods, sales and marketing expenses increased $3,625 thousand, or 5%.

Sales and marketing increases were driven by investments in our Institutional sales organization which were made to drive customer acquisition, brand awareness, and reach, including through signing up school districts with access to the Varsity Tutors platform, which is a strategy to introduce school districts to the platform and ultimately convert them to our fee-based offerings. These investments were partially offset by Consumer marketing efficiency gains.

General and Administrative

General and administrative expenses include compensation for certain employees, support services, product and development expenses intended to support continued innovation, and other operating expenses. Product and development costs were $43,928 thousand and $40,859 thousand for the years ended December 31, 2024 and 2023, respectively, an increase of $3,069 thousand. Product and development costs include compensation for employees on our product, engineering, and design teams who are responsible for developing new and improving existing offerings, maintaining our website, improving efficiencies across our organization, and third-party expenses.

General and administrative expenses for the year ended December 31, 2024 included non-cash stock-based compensation, of $38,744 thousand. General and administrative expenses for the year ended December 31, 2023 included non-cash stock-based compensation, costs related to the warrant and earnout transactions, a provision for legal settlement, and restructuring costs of $41,474 thousand, $1,940 thousand, $1,250 thousand, and $841 thousand, respectively. Excluding these impacts in both periods, general and administrative expenses increased $8,070 thousand, or 10%.

We believe our investments in product development and our platform-oriented approach to growth have allowed us to launch and continuously improve our suite of ‘always on’ subscription products, including Learning Memberships for Consumers, and our high-dosage tutoring offerings for Institutional customers. We believe these subscription and access-based offerings simplify our operating model needed to support the organization, which allows us to maximize our investment in our unified platform.

Unrealized Loss on Derivatives, Net

During the year ended December 31, 2023, we recognized a net loss of $13,385 thousand related to non-cash mark-to-market adjustments on our warrants and earnouts contracts prior to the settlement in 2023 of all of our warrants and earnouts. We did not have any mark-to-market adjustments on our warrants and earnouts contracts during the year ended December 31, 2024 as we did not have any warrants or earnouts outstanding. For additional information on the warrant and earnout transactions, refer to Notes 1, 4, and 13 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report.

Interest Income

Interest income was $3,104 thousand for the year ended December 31, 2024, compared to $3,377 thousand for the year ended December 31, 2023. This decrease was driven by lower interest income on our cash balances during the year ended December 31, 2024.

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Income Tax Expense

Our effective income tax rate was (0.17)% and (0.16)% for the years ended December 31, 2024 and 2023, respectively. Income tax expense recorded during the years ended December 31, 2024 and 2023 represents amounts owed to state authorities. The following table presents a reconciliation of income tax expense with amounts computed at the federal statutory tax rate for the periods presented.


	Year Ended December 31,
dollars in thousands	2024		2023
Computed tax (21%)	$	(14,076)	$	(14,188)
Partnership outside basis adjustments	47		2,266
Income tax benefit attributable to NCI	6,180		6,979
Income tax credit	(630)		(1,121)
Change in valuation allowance charged to expense	11,019		11,907
State income tax benefit, net of effect on federal tax	(2,699)		(2,888)
Other, net	274		(2,846)
Income tax expense	$	115	$	109

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

As of December 31, 2024 and 2023, we had cash and cash equivalents totaling $52,541 thousand and $74,824 thousand, respectively. We have incurred cumulative losses from our operations, and we may incur additional losses in the future. Our operations have historically been financed primarily through cash on hand and capital contributions. To the extent we generate negative operating cash flows, it is possible that we may have to finance future operations primarily or in part from cash on hand.

Cash Requirements

Our cash requirements within the next twelve months include working capital requirements, sales and marketing activities, and capital expenditures. We believe our cash on hand will be sufficient to satisfy these future requirements.

Our cash requirements under our contractual obligations and commitments consist primarily of lease arrangements. See Note 15 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report for information on our lease obligations and the amount and timing of future payments. As of December 31, 2024, we had no debt obligations.

The following table sets forth our cash flows.


	Year Ended December 31,
dollars in thousands	2024		2023
Cash used in:
Operating activities	$	(15,603)	$	(7,560)
Investing activities	(6,863)		(6,887)
Financing activities	—		(1,940)
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash	(1)		(20)
Net Decrease in Cash, Cash Equivalents, and Restricted Cash	$	(22,467)	$	(16,407)

Operating Activities

Cash used in operating activities for the year ended December 31, 2024 increased $8,043 thousand when compared to the same period in 2023 as lower revenue and gross margin coupled with investments in our Institutional sales organization and product development to drive innovation and support our continued growth were partially offset by favorable changes in working capital primarily related to fluctuations in the timing of sales and collections of receivables.

Investing Activities

Cash used in investing activities was $6,863 thousand and $6,887 thousand for the years ended December 31, 2024 and 2023, respectively. Cash used in investing activities related to capital expenditures primarily for the development of internal use software and information technology (“IT”) equipment.

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Financing Activities

Cash used in financing activities for the year ended December 31, 2023 was $1,940 thousand, which related to transaction costs paid in connection with the warrant and earnout transactions. We did not have any financing activities during the year ended December 31, 2024. For additional information on the warrant and earnout transactions, refer to Notes 1, 4, and 13 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make judgments, estimates, and assumptions. We make these subjective determinations after considering our historical performance, management’s experience, current economic trends, and events and information from outside sources. Inherent in this process is the possibility that actual results could differ from these estimates and assumptions for any particular period. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 2 within the “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report. Our critical accounting policies and estimates are those that have a meaningful impact on the reporting of our financial condition and results of operations.

Revenue Recognition and Deferred Revenue

We recognize revenue from our services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of contracts with Learners and Institutions, who are our customers, when they are provided services. Revenue is recognized in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

We generate revenue by selling tutoring services to Learners and Institutions that are fulfilled by Experts, who deliver instruction on our behalf through our proprietary Live Learning Platform.

We provide a significant service of integrating instruction services, which are provided by Experts on our behalf through our platform, using our curation and matching technologies and features in order to deliver a combined output to meet our performance obligation to Learners. We are primarily responsible for the services provided and set pricing. We determined that collectively, these factors reflect that we are the principal in transactions with Learners and Institutions.

We do not have any incremental costs to obtain or fulfill a contract that require capitalization. We elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less.

Learners

Our revenue from contracts with Learners, which are generally short-term in duration (one year or less), is recognized as performance obligations are satisfied. Contracts with Learners are sold through Learning Memberships, whereby Learners pay a fixed monthly rate over the contract term.

Revenue earned through Learning Memberships is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as Learners are not obligated to meet with the same Expert for a minimum number of sessions), we concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to Learners in an amount that reflects the consideration we are contractually entitled to receive in exchange for those services.

Cash for the purchase of services by Learners is generally collected monthly in advance and recorded to deferred revenue until the services are used by the Learner. We recognize revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire each month for Learning Memberships) with the customer based on historical customer usage patterns. We estimate the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.

Institutions

Our revenue from contracts with Institutions, which are generally short-term in duration (one year or less), is recognized from services as performance obligations are satisfied. Contracts with Institutions are generally sold through access-based subscriptions, whereby Institutions pay a fixed rate over the contract term. We have also sold prepaid high-dosage contracts,

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which consist of payments for services that can be redeemed following the date of first payment or payments after services are completed.

Revenue is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the Institutions receive benefit from the completion of each session (as Institutions are not obligated to meet with the same Expert for a minimum number of sessions), we concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by Institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to the Institutions in an amount that reflects the consideration we are contractually entitled to receive in exchange for those services. For Institutions that do not pay in advance, we typically invoice these Institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for credit losses.

Per the terms of our access-based, subscription contracts, purchased services can be redeemed for a set period of time from the date of payment. Per the terms of our prepaid high-dosage contracts, services purchased by Institutions are generally redeemed following the date of the first payment. We recognize revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire after a stated usage period) with the Institution based on historical usage patterns. We estimate the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.

Fixed Assets, Net

Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of IT equipment. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation of fixed assets other than capitalized internal use software is calculated on a straight-line basis over estimated useful lives of one to seven years and is included in “General and administrative expenses.” When fixed assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations.

We capitalize certain costs, including stock-based compensation, associated with software developed or obtained for internal use and website and application development. We capitalize development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use, it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades.

Stock-based Compensation

We recognize the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line or graded (when applicable) over the period during which the employee is required to provide service in exchange for the award - the requisite service period. Any forfeitures of stock-based compensation are recorded as they occur. The grant date fair value of the restricted stock units was determined based upon the closing price of our Class A Common Stock on the date of grant. The grant date fair value of the stock appreciation rights, restricted stock awards, and stock options was determined using the Black-Scholes Model. The grant date fair value of the Founder’s Award was determined using the Monte Carlo Option Pricing Method.

For additional discussion on stock-based compensation, see Note 18 in “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

See Note 3 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report for a discussion regarding recently issued and adopted accounting standards.

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EMERGING GROWTH COMPANY STATUS

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Additionally, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We expect to remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing date of the TPG Pace’s initial public offering (such anniversary date is October 6th, 2025), (b) in which we have total annual gross revenue of at least $1,235,000 thousand or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates equals or exceeds $700,000 thousand as of the prior June 30th, or (2) the date on which we have issued more than $1,000,000 thousand in non-convertible debt securities during the prior three-year period. Based upon the facts and circumstances that existed as of December 31, 2024, we remained an emerging growth company for our Annual Report on Form 10-K for the year ended December 31, 2024 and will continue to be for our quarterly reports in the 2025 interim periods. However, due to the fifth anniversary of the closing date of the TPG Pace’s initial public offering occurring in 2025, we will no longer be an emerging growth company starting with our Annual Report on Form 10-K for the year ended December 31, 2025, and as a result, will no longer be able to take advantage of the exemptions listed above.

SMALLER REPORTING COMPANY STATUS

As of December 31, 2023, we were no longer a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. An entity is a “smaller reporting company” based upon the following criteria: (i) the market value of our shares of common stock held by non-affiliates is less than $250,000 thousand as of the prior June 30, or (ii) our annual revenues are less than $100,000 thousand during the prior fiscal year and the market value of our shares of common stock held by non-affiliates is less than $700,000 thousand as of the prior June 30.

According to 5120.1b of the SEC Financial Reporting Manual, once we failed to qualify for smaller reporting company status, we remained unqualified until making a subsequent determination either: (i) our public float fell below $200,000 thousand as of the last business day of our most recently completed second fiscal quarter or (ii) our public float and annual revenues met certain other requirements for subsequent qualification as of the last business day of our most recently completed second fiscal quarter. Based upon our subsequent determination that occurred as of December 31, 2024, we have re-entered smaller reporting company status and will use scaled disclosures in annual and quarterly reports, as applicable, permitted for a smaller reporting company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk, foreign currency exchange rates, and interest rates are immaterial.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS


Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			46
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022			47
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023, and 2022			48
Consolidated Balance Sheets as of December 31, 2024 and 2023			49
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022			50
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024, 2023, and 2022			51
Notes to Consolidated Financial Statements			52

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Nerdy Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nerdy Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

February 27, 2025

We have served as the Company's auditor since 2016.

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NERDY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Year Ended December 31,
	2024		2023		2022
Revenue	$	190,231	$	193,399	$	162,665
Cost of revenue	61,837		56,952		49,732
Gross Profit	128,394		136,447		112,933
Sales and marketing expenses	71,623		68,448		74,183
General and administrative expenses	126,879		125,570		129,559


Operating Loss	(70,108)		(57,571)		(90,809)
Unrealized loss (gain) on derivatives, net	—		13,385		(26,620)
Interest income	(3,104)		(3,377)		(483)
Other expense (income), net	23		(19)		183

Loss before Income Taxes	(67,027)		(67,560)		(63,889)
Income tax expense	115		109		19
Net Loss	(67,142)		(67,669)		(63,908)

Net loss attributable to noncontrolling interests	(24,557)		(27,495)		(28,509)
Net Loss Attributable to Class A Common Stockholders	$	(42,585)	$	(40,174)	$	(35,399)

Loss per share of Class A Common Stock:

Basic and Diluted	$	(0.38)	$	(0.41)	$	(0.41)

Weighted-Average Shares of Class A Common Stock Outstanding:

Basic and Diluted	111,695		97,157		85,873

See accompanying Notes to Consolidated Financial Statements.

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NERDY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)


	Year Ended December 31,
	2024		2023		2022
Net Loss	$	(67,142)	$	(67,669)	$	(63,908)
Foreign currency translation adjustments	(19)		74		(266)
Total Comprehensive Loss	(67,161)		(67,595)		(64,174)

Comprehensive loss attributable to noncontrolling interests	(24,564)		(27,464)		(28,627)
Total Comprehensive Loss Attributable to Class A Common Stockholders	$	(42,597)	$	(40,131)	$	(35,547)

See accompanying Notes to Consolidated Financial Statements.

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NERDY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)


	December 31,
	2024		2023
ASSETS
Current Assets
Cash and cash equivalents	$	52,541	$	74,824
Accounts receivable, net	7,335		15,398
Other current assets	4,838		4,815
Total Current Assets	64,714		95,037
Fixed assets, net	17,148		16,388
Goodwill	5,717		5,717
Intangible assets, net	2,430		3,061
Other assets	2,498		4,541
Total Assets	$	92,507	$	124,744

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	2,555	$	3,443
Deferred revenue	15,263		20,480


Other current liabilities	10,509		11,682
Total Current Liabilities	28,327		35,605
Other liabilities	3,067		3,533

Total Liabilities	31,394		39,138

Commitments and Contingencies (See Note 17)

Stockholders’ Equity
Class A common stock, par value $0.0001 per share, 1,000,000 shares authorized, 117,699 and 106,416 shares issued and outstanding, respectively	12		11
Class B common stock, par value $0.0001 per share, 150,000 shares authorized, 64,395 and 67,256 shares issued and outstanding, respectively	6		7
Additional paid-in capital	597,308		567,709
Accumulated deficit	(557,866)		(515,281)
Accumulated other comprehensive income	19		31
Total Stockholders’ Equity Excluding Noncontrolling Interests	39,479		52,477
Noncontrolling interests	21,634		33,129
Total Stockholders’ Equity	61,113		85,606
Total Liabilities and Stockholders’ Equity	$	92,507	$	124,744

See accompanying Notes to Consolidated Financial Statements.

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NERDY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended December 31,
	2024		2023		2022
Cash Flows From Operating Activities
Net Loss	$	(67,142)	$	(67,669)	$	(63,908)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization	6,956		6,166		5,919
Amortization of intangibles	614		606		602
Unrealized loss (gain) on derivatives, net	—		13,385		(26,620)

Non-cash stock-based compensation expense	41,089		44,269		47,244

Other	—		1,940		—
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net	8,063		(3,802)		(6,275)
(Increase) decrease in other current assets	(78)		972		125
Decrease in other assets	1,889		527		1,232
Decrease in accounts payable	(170)		(474)		(391)
Decrease in deferred revenue	(5,217)		(5,059)		(4,466)
(Decrease) increase in other current liabilities	(959)		3,287		(188)
Decrease in other liabilities	(648)		(1,708)		(1,276)
Net Cash Used In Operating Activities	(15,603)		(7,560)		(48,002)
Cash Flows From Investing Activities
Capital expenditures	(6,863)		(6,887)		(5,317)
Net Cash Used In Investing Activities	(6,863)		(6,887)		(5,317)
Cash Flows From Financing Activities
Payments of warrant and earnout transaction costs	—		(1,940)		—

Payments to legacy investors	—		—		(767)







Other	—		—		(233)
Net Cash Used In Financing Activities	—		(1,940)		(1,000)
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash	(1)		(20)		(13)
Net Decrease in Cash, Cash Equivalents, and Restricted cash	(22,467)		(16,407)		(54,332)
Cash, Cash Equivalents, and Restricted Cash, Beginning of Year	75,140		91,547		145,879
Cash, Cash Equivalents, and Restricted Cash, End of Year	$	52,673	$	75,140	$	91,547

Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software	$	1,580	$	2,441	$	2,402
Purchase of fixed assets included in accounts payable	2		731		—
Cash paid for income taxes	117		93		38

See accompanying Notes to Consolidated Financial Statements.

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NERDY INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands)


	Nerdy Inc. Stockholders’
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total

	Shares	Value		Shares	Value
Balance, December 31, 2021	83,913	$	8	73,987	$	7	$	490,220	$	(439,708)	$	136	$	45,142	$	95,805
Net loss	—	—		—	—		—		(35,399)		—		(28,509)		(63,908)
Stock-based compensation	—	—		—	—		46,818		—		—		2,833		49,651
Foreign currency translation adjustments	—	—		—	—		—		—		(148)		(118)		(266)
Activity under stock compensation plans	5,534	1		1,168	—		(233)		—		—		—		(232)
Conversion of combined interests into Class A common stock	5,849	—		(5,849)	—		3,005		—		—		(3,005)		—


Rebalancing of controlling and noncontrolling interests	—	—		—	—		(17,779)		—		—		17,779		—
Balance, December 31, 2022	95,296	$	9	69,306	$	7	$	522,031	$	(475,107)	$	(12)	$	34,122	$	81,050
Net loss	—	—		—	—		—		(40,174)		—		(27,495)		(67,669)
Stock-based compensation	—	—		—	—		45,963		—		—		747		46,710
Foreign currency translation adjustments	—	—		—	—		—		—		43		31		74
Activity under stock compensation plans	8,388	2		645	—		(2)		—		—		—		—
Conversion of combined interests into Class A common stock	1,193	—		(1,193)	—		485		—		—		(485)		—
Warrant transactions	4,306	—		513	—		14,602		—		—		887		15,489
Earnout transaction	(2,767)	—		(2,015)	—		5,691		—		—		4,261		9,952
Rebalancing of controlling and noncontrolling interests	—	—		—	—		(21,061)		—		—		21,061		—
Balance, December 31, 2023	106,416	$	11	67,256	$	7	$	567,709	$	(515,281)	$	31	$	33,129	$	85,606
Net loss	—	—		—	—		—		(42,585)		—		(24,557)		(67,142)
Stock-based compensation	—	—		—	—		42,355		—		—		314		42,669
Foreign currency translation adjustments	—	—		—	—		—		—		(12)		(7)		(19)
Activity under stock compensation plans	8,303	1		119	—		(1)		—		—		—		—
Conversion of combined interests into Class A common stock	2,980	—		(2,980)	(1)		1,160		—		—		(1,160)		(1)
Rebalancing of controlling and noncontrolling interests	—	—		—	—		(13,915)		—		—		13,915		—
Balance, December 31, 2024	117,699	$	12	64,395	$	6	$	597,308	$	(557,866)	$	19	$	21,634	$	61,113

See accompanying Notes to Consolidated Financial Statements.

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NERDY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share information and where indicated otherwise)

NOTE 1 — BACKGROUND

Nerdy Inc. (along with its consolidated subsidiaries, “Nerdy” or “the Company”) operates a platform for live online learning. The Company’s purpose-built proprietary platform leverages technology, including artificial intelligence (“AI”), to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Nerdy’s comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, tutor chat, essay review, adaptive assessments, and self-study tools. Nerdy’s flagship business, Varsity Tutors LLC (“Varsity Tutors”), is a platform for live online tutoring and classes. Its solutions are available directly to Learners (“Consumer(s)”), as well as through education systems (“Institution(s)”). Nerdy’s platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality, live online learning. Nerdy’s offerings include Varsity Tutors for Schools, a product suite that leverages the Company’s platform capabilities to offer high-dosage tutoring and its online learning solutions to Institutions. Nerdy has built a diversified business across the following audiences: K-8, High school, College, Graduate School, and Professional.

Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities (“TPG Pace”) and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”) and Varsity Tutors for Schools LLC (“Varsity Tutors for Schools”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow.

Nerdy Inc. has the following classes of securities issued and outstanding: Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”). The shares of Class B Common Stock are owned by the Legacy Nerdy Holders (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy LLC has units issued and outstanding (the “OpCo Units”) to its members, the legacy holders of Nerdy LLC (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC.

The Public and FPA Warrant Exchange, the Private Warrant Transaction, and the Earnout Transaction

Prior to the Public and FPA Warrant Exchange and the Private Warrant Transaction (both terms defined below), Nerdy Inc. had warrants that consisted of TPG Pace’s previously outstanding private placement warrants and public warrants to purchase Class A ordinary shares that were converted into corresponding private placement warrants to purchase Class A Common Stock (the “Private Placement Warrant(s)”) and public warrants to purchase Class A Common Stock (the “Public Warrant(s)”). Additionally, Nerdy Inc. also issued warrants to purchase Class A Common Stock in connection with a forward purchase agreement (the “FPA Warrant(s)”). Nerdy LLC had previously outstanding warrants to purchase OpCo Units (the “OpCo Warrant(s)”). The Private Placement Warrants, the Public Warrants, the FPA Warrants, and the OpCo Warrants are collectively referred to herein as the “Warrant(s).”

Prior to the Earnout Transaction (as defined below), of the total shares and units issued and outstanding, Nerdy Inc. had 8,000 shares or units of (i) Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, that were subject to forfeiture (the “Earnout(s)”).

Public and FPA Warrant Exchange

On September 25, 2023, the Company concluded an offer to holders of its then-outstanding Public Warrants and FPA Warrants, which provided such holders the opportunity to receive 0.25 shares of Nerdy Inc.’s Class A Common Stock (the “Public Offer exchange rate”) in exchange for each Public Warrant and FPA Warrant tendered by such holders (the “Offer”). At the closing of the Offer, all remaining outstanding Public and FPA warrants that were not exchanged at the election of the holder were converted into 0.225 shares of Class A Common Stock. As a result, 12,000 Public Warrants and FPA Warrants were exchanged for 2,992 shares of Nerdy Inc.’s Class A Common Stock, with a nominal cash settlement in lieu of fractional shares. No Public Warrants and FPA Warrants remained outstanding after these exchanges.

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Private Warrant Transaction

Concurrently with the Offer, holders of the then-outstanding Private Placement Warrants and the OpCo Warrants agreed to amend the warrant agreement to require that upon the closing of the Offer that (a) each Private Placement Warrant be automatically exchanged or exercised on a cashless basis into shares of Class A Common Stock and (b) each OpCo Warrant that is outstanding be automatically exercised on a cashless basis into OpCo Units with an equivalent number of shares of Class B Common Stock being issued, in each case, at the same ratio as the Public Offer exchange rate (the “Private Warrant Transaction”, together with the Public and FPA Warrant Exchange, the “Warrant Transactions”). As a result of the Private Warrant Transaction, 5,281 Private Placement Warrants were exchanged or exercised on a cashless basis for 1,314 shares of the Company’s Class A Common Stock, with a nominal cash settlement in lieu of fractional shares and 2,052 OpCo Warrants were exchanged or exercised on a cashless basis for 513 OpCo Units (with an equivalent number of shares of Class B Common Stock), with a nominal cash settlement in lieu of fractional shares. No Private Placement Warrants and OpCo Warrants remained outstanding after the Private Warrant Transaction.

Earnout Transaction

Concurrently with the Offer, holders of the then-outstanding Earnouts agreed to forfeit (and thus surrender for cancellation) 60% of the Earnouts they held and agreed that the remaining 40% of the Earnouts will no longer be subject to potential forfeiture and will be either regular shares of Class A Common Stock or regular OpCo Units (with an equivalent number of regular shares of Class B Common Stock) (the “Earnout Transaction”). As a result of the Earnout Transaction, 2,764 shares of Class A Common Stock and 2,015 OpCo Units (with an equivalent number of shares of Class B Common Stock) were cancelled and 1,842 shares of Class A Common Stock and 1,343 OpCo Units (with an equivalent number of shares of Class B Common Stock) remain outstanding after the Earnout Transaction and are no longer subject to forfeiture. The 36 Earnouts held by the Company are now regular shares of Class A Common Stock and are no longer subject to forfeiture.

Transaction Expenses

In connection with these transactions, the Company incurred expenses of $1,940 the year ended December 31, 2023, which were included in “General and administrative expenses” in the Consolidated Statements of Operations.

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC, management concluded Nerdy LLC was not a variable interest entity as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries are consolidated with and into Nerdy’s Inc.’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, internal-use software, and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions, and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows.

Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the

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Company’s chief executive officer, in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Consolidated information is used to monitor budget versus actual results in order to asses the performance of the Company’s one operating segment. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S. For additional segment information, see Note 19.

Fair Value

The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:

Level 1 - Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

Level 2 - Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.

Level 3 - Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Foreign Currency Translation

The Company operates foreign businesses in the United Kingdom and Canada. The functional currencies of these businesses are the local currencies. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive income” as a component of “Stockholders’ Equity” on the Consolidated Balance Sheets.

Revenue Recognition and Deferred Revenue

The Company recognizes revenue from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of contracts with Learners and Institutions, who are its customers, when they are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company generates revenue by selling tutoring services to Learners and Institutions that are fulfilled by Experts, who deliver instruction on its behalf through its proprietary Live Learning Platform.

The Company provides a significant service of integrating instruction services, which are provided by Experts on its behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to Learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that we are the principal in transactions with Learners and Institutions.

The Company does not have any incremental costs to obtain or fulfill a contract that require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less.

Learners

The Company’s revenue from contracts with Learners, which are generally short-term in duration (one year or less), is recognized as performance obligations are satisfied. Contracts with Learners are sold through Learning Memberships, whereby Learners pay a fixed monthly rate over the contract term.

Revenue earned through Learning Memberships is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as Learners are not obligated to meet with the same Expert for a minimum number of sessions), the Company concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on

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the date services are delivered to Learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services.

Cash for the purchase of services by Learners is generally collected monthly in advance and recorded to deferred revenue until the services are used by the Learner. The Company recognizes revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire each month for Learning Memberships) with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.

Institutions

The Company’s revenue from contracts with Institutions, which are generally short-term in duration (one year or less), is recognized from services as performance obligations are satisfied. Contracts with Institutions are generally sold through access-based subscriptions, whereby Institutions pay a fixed rate over the contract term. The Company has also sold prepaid high-dosage contracts, which consist of payments for services that can be redeemed following the date of first payment or payments after services are completed.

Revenue is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the Institutions receive benefit from the completion of each session (as Institutions are not obligated to meet with the same Expert for a minimum number of sessions), the Company concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by Institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to the Institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For Institutions that do not pay in advance, the Company typically invoices these Institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for credit losses.

Per the terms of the access-based, subscription contracts, purchased services can be redeemed for a set period of time from the date of payment. Per the terms of the prepaid high-dosage contracts, services purchased by Institutions are generally redeemed following the date of the first payment or payments after services are completed. The Company recognizes revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire after a stated usage period) with the Institution based on historical usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.

Cost of Revenue

Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, amortization of capitalized technology costs, including stock-based compensation, and other costs required to deliver services to Learners and Institutions. Expert costs are recognized as services are provided to Learners.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial Institutions, are stated at cost and approximate fair value.

Accounts Receivable, Net

The Company’s accounts receivable relate to sales of services which have not been collected and contractual amounts due to the Company. A receivable is considered past due if payments have not been received within the agreed upon invoice terms.

Allowance for Credit Losses

The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience and economic trends. Accounts receivable are written off as a decrease to the allowance for credit losses when all collection efforts have been exhausted and an account is deemed uncollectible.

Prepaid Expenses

Prepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, advertising, and other operating costs, which are of continuing benefit to the Company. The amounts reported as assets on the Consolidated Balance Sheets within “Other current assets” were $3,722 and $3,129 as of December 31, 2024 and 2023, respectively.

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Fixed Assets, Net

Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of information technology (“IT”) equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets. Depreciation of fixed assets other than capitalized internal use software is included in “General and administrative expenses” in the Consolidated Statements of Operations. Estimated useful lives range from one to seven years for furniture and fixtures; the shorter of lease term or seven years for leasehold improvements; one to three years for office equipment; and one to four years for other fixed assets. Repair and maintenance costs are expensed as incurred. Any gains and losses incurred on the sale or disposals of assets are included in “General and administrative expenses” in the Consolidated Statements of Operations.

The Company capitalizes certain costs, including stock-based compensation, associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use, it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades.

For additional information on fixed assets and internal use software, see Note 10.

Goodwill

Goodwill recorded by the Company relates to the assets of a previously acquired business. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. At both December 31, 2024 and 2023, “Goodwill” reported on the Consolidated Balance Sheets was $5,717.

Intangible Assets

Intangible assets consist solely of definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. Amortization of the definite-lived intangible assets is provided on a straight-line basis over 10 years and is included in “General and administrative expenses” in the Consolidated Statements of Operations. For additional information on intangible assets, see Note 11.

Recoverability of Assets

The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. The Company groups assets at the lowest level for which cash flows are separately identifiable. In general, an asset group is deemed impaired and written down to its fair value if estimated related undiscounted future cash flows are less than its carrying amount.

The Company conducts a definite-lived asset impairment assessment when events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. For the years ended December 31, 2024, 2023, and 2022, the Company concluded there were no events or changes in circumstances that would indicate an impairment of its definite-lived assets.

The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative goodwill impairment test would be performed. The Company’s qualitative assessment requires management to make judgments surrounding macroeconomic, industry and market factors, as well as the overall condition and performance of the Company, and other relevant entity-specific events.

The Company conducted qualitative goodwill impairment assessments and concluded there were no impairments of goodwill as of December 31, 2024, 2023, and 2022.

These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14.

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Leases

The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised.

The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which their associated obligation is incurred. Sublease income is recognized in the period in which the income is earned.

As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date, and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment.

Stock-based Compensation

The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line or graded (when applicable) over the period during which the employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). Any forfeitures of stock-based compensation are recorded as they occur. See Note 18 for disclosures related to stock-based compensation.

Marketing Expenses

Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search, and other paid channels. Marketing expenses also include costs associated with the delivery of the Company’s large format classes, including StarCourse costs, costs related to contracts that only provide platform access to Institutions, and expenditures across new marketing channels to drive brand awareness and reach. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Consolidated Statements of Operations. Marketing expenses were $39,593, $43,043, and $45,113 for the years ended December 31, 2024, 2023, and 2022, respectively.

Income Taxes

Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of net taxable income or loss and any related tax credits of Nerdy LLC.

The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations.

Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities, and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

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The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals, or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. Additionally, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information on income taxes, see Note 7.

Net Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of non-qualified stock options (“Stock Option(s)”), stock appreciation rights (“SAR(s)”), restricted stock awards (“RSA(s)”), restricted stock units (“RSU(s)”), if any, using the “treasury stock” method and the Combined Interests (as defined in Note 4) that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. Prior to the Warrant Transactions and Earnout Transaction (see Note 1), the average number of shares of Class A Common Stock used for diluted earnings (loss) per share was also adjusted for the dilutive effect of Warrants and Earnouts, if any, using the “treasury stock” method. Net earnings (loss) for diluted earnings (loss) per share is adjusted for Nerdy Inc.’s share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to dilutive securities. Additionally, net earnings (loss) for diluted earnings (loss) per share was adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent they were dilutive.

Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented.

Prior to the Earnout Transaction (see Note 1), the Company had outstanding Earnouts, that were subject to forfeiture. In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts were excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnouts would have been included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds were met and they were no longer subject to forfeiture. Additionally, for the periods when they were outstanding, Earnouts did not participate in losses but were eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, were considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share was computed using the two-class method. Under the two-class method, net earnings attributable to Class A Common Stock, if any, were allocated to Class A Common Stock and Earnouts as if all of the net earnings for the period had been distributed.

Defined Contribution Plan

The Company sponsors a defined contribution 401(k) plan under which it makes matching contributions. The Company expensed $1,316, $1,105, and $868 for the years ended December 31, 2024, 2023, and 2022, respectively.

NOTE 3 — RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on the results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) based on current information.

Recently Issued

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for annual periods beginning after December 15, 2026 (i.e., Nerdy’s financial statements for the year ending December 31, 2027), and for interim periods within fiscal years beginning after December 15, 2027. Early adoption permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all

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prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company’s adoption of this ASU will result in expanded disclosures related to income taxes but will not have a material impact on the Company’s financial statements.

Recently Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing segment disclosures in ASC Topic 280. This ASU requires a retrospective method of adoption. The Company’s adoption of this ASU resulted in new disclosures related to segments (as the Company has been and continues to be an entity with a single reportable segment) but did not have a material impact on the Company’s financial statements. For additional information, see Note 19.

NOTE 4 — NONCONTROLLING INTERESTS

As of December 31, 2024, Legacy Nerdy Holders owned 64,395 OpCo Units, equal to a 35.4% of the economic interest in Nerdy LLC, and 64,395 shares of Class B Common Stock. As of December 31, 2023, Legacy Nerdy Holders owned 67,256 OpCo Units, equal to a 38.7% of the economic interest in Nerdy LLC, and 67,256 shares of Class B Common Stock.

The OpCo Units and the shares of Class B Common Stock (together, the “Combined Interests”) may be redeemed at the option of the Legacy Nerdy Holders on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by Nerdy Inc. If Nerdy Inc. elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than five business days after the redemption notice date. Upon the redemption of the OpCo Units and Class B Common Stock for shares of Class A Common Stock or the equivalent thereof, all redeemed shares of Class B Common Stock will be cancelled. After each conversion, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders is adjusted to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC.

Nerdy Inc. owned 64.6% and 61.3% of the outstanding OpCo units as of December 31, 2024 and 2023, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders is rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC.

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The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the periods presented.


	As Of and For The Year Ended December 31,
	2024		2023		2022
OpCo Units
Nerdy Inc.
Beginning of period	106,416		90,654		79,271

Vesting or exercise of equity awards	8,303		8,388		5,534
Conversion of Combined Interests into Class A Common Stock	2,980		1,193		5,849
Issuance of OpCo units as a result of the Warrant Transactions	—		4,306		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		1,875		—
End of period	117,699		106,416		90,654
Legacy Nerdy Holders
Beginning of period	67,256		65,948		70,629

Vesting or exercise of equity awards	119		645		1,168
Conversion of Combined Interests into Class A Common Stock	(2,980)		(1,193)		(5,849)
Issuance of OpCo units as a result of the Warrant Transactions	—		513		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		1,343		—
End of period	64,395		67,256		65,948
Total
Beginning of period	173,672		156,602		149,900

Vesting or exercise of equity awards	8,422		9,033		6,702

Issuance of OpCo units as a result of the Warrant Transactions	—		4,819		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		3,218		—
End of period	182,094		173,672		156,602
Ownership Percentage
Nerdy Inc.
Beginning of period	61.3	%	57.9	%	52.9	%
End of period	64.6	%	61.3	%	57.9	%
Legacy Nerdy Holders
Beginning of period	38.7	%	42.1	%	47.1	%
End of period	35.4	%	38.7	%	42.1	%

NOTE 5 — REVENUE

The following table presents the Company’s revenue by business category for the periods presented.


	Year Ended December 31,
	2024		%		2023		%		2022		%
Consumer	$	154,230	81	%	$	158,654	82	%	$	140,820	86	%
Institutional	35,277		18	%	33,815		17	%	19,054		12	%
Other (a)	724		1	%	930		1	%	2,791		2	%
Revenue	$	190,231	100	%	$	193,399	100	%	$	162,665	100	%

(a)Other consists of EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) and other services.

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Contract liabilities are recorded within “Deferred revenue” on the Company’s Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized as performance obligations are satisfied, and all other revenue recognition criteria have been met. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances for the periods presented.


	December 31,
	2024		2023
Accounts receivable, net	$	7,335	$	15,398
Deferred revenue	$	15,263	$	20,480

“Accounts receivable, net”, is shown net of reserves of $781 and $544 as of December 31, 2024 and 2023, respectively. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months.

NOTE 6 — RESTRUCTURING

In July 2023, the Company communicated workforce reductions primarily to certain variable hourly employees in tutor operations and IT customer support roles. The workforce reductions were the result of efficiencies gained through new recurring revenue relationships with higher lifetime value customers that simplify the Company’s operating model, as well as ongoing automation efforts involving self-service capabilities, the application of AI, and other efficiency efforts.

In December 2022, the Company announced the completion of workforce reductions of approximately 17% of its total workforce. The reductions primarily affected variable hourly roles and included a limited number of corporate fixed personnel roles. The new products and go-to-market strategies in both the Company’s Consumer and Institutional businesses, which focus on recurring revenue relationships with higher value customers, allow for a simplified sales model and generate operating efficiencies, including in the headcount needed to operate certain areas of the business.

Restructuring charges and the associated liabilities for employee-related costs are shown in the following table.






Balance, December 31, 2022	$	113
Charge to expense	841
Cash payments	(954)
Non-cash charges	—
Balance, December 31, 2023	$	—

Total expected restructuring charges	$	2,320
Cumulative restructuring charges incurred to date	2,320
Remaining expected restructuring charges	$	—

All of the total restructuring charges incurred during the year ended December 31, 2023 and were included in “General and administrative expenses,” in the Consolidated Statement of Operations. Of the total restructuring charges incurred during the year ended December 31, 2022, $345 and $1,134 were included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Consolidated Statement of Operations. No restructuring charges were incurred during the year ended December 31, 2024.

NOTE 7 — INCOME TAXES

Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 4), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC.

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The following table presents expense for income taxes for the periods presented.


	Year Ended December 31,
	2024			2023			2022
Current:
Federal	$	—		$	—		$	—
State and local	115			109			19

	115			109			19
Deferred:
Federal	—			—			—
State and local	—			—			—

	—			—			—
Income tax expense	$	115		$	109		$	19

Loss before income taxes	$	(67,027)		$	(67,560)		$	(63,889)
Effective income tax rate	(0.17)		%	(0.16)		%	(0.03)		%

Income tax expense recorded during the years ended December 31, 2024, 2023, and 2022 represents amounts owed to state authorities.

The following table presents a reconciliation of income tax expense with amounts computed at the federal statutory tax rate for the periods presented.


	Year Ended December 31,
	2024		2023		2022
Computed tax (21%)	$	(14,076)	$	(14,188)	$	(13,417)
Partnership outside basis adjustments	47		2,266		(3,840)
Income tax benefit attributable to NCI	6,180		6,979		7,085
Income tax credit	(630)		(1,121)		(412)
Change in valuation allowance charged to expense	11,019		11,907		14,301
State income tax benefit, net of effect on federal tax	(2,699)		(2,888)		(2,406)
Other, net	274		(2,846)		(1,292)
Income tax expense	$	115	$	109	$	19

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Non-current deferred tax assets (liabilities) were as follows:


	December 31, 2024						December 31, 2023
	Assets		Liabilities		Net		Assets		Liabilities		Net
Investment in Nerdy LLC (a)	$	77,424	$	—	$	77,424	$	72,759	$	—	$	72,759
Net operating loss and credit carryforwards	46,094		—		46,094		34,504		—		34,504
Other items	191		—		191		—		—		—
Total gross deferred income taxes	123,709		—		123,709		107,263		—		107,263
Valuation allowance	(123,709)		—		(123,709)		(107,263)		—		(107,263)
Total deferred taxes	$	—	$	—	$	—	$	—	$	—	$	—

(a)The Company’s deferred tax asset for investment in partnership relates to excess tax outside basis over financial reporting outside basis in Nerdy LLC, which is treated as a partnership for U.S. federal income tax purposes.

At December 31, 2024 and 2023, the Company continued to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. The full valuation allowance will remain until there is sufficient evidence to support the reversal of all or some portion of these allowances.

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The following table summarizes changes to the Company’s valuation allowance for the periods presented.


	As Of and For The Year Ended December 31,
	2024		2023		2022
Balance, beginning of year	$	(107,263)	$	(86,774)	$	(60,483)

Provision charged to expense	(11,019)		(11,907)		(14,301)
Provision charged to additional paid-in capital	(5,427)		(8,582)		(11,990)
Balance, end of year	$	(123,709)	$	(107,263)	$	(86,774)

As of December 31, 2024, the Company had U.S. federal net operating loss (“NOL”) and credit carryforwards totaling $38,035, which have expiration dates ranging from 2035 to extending indefinitely without expiration, as well as state NOL carryforwards totaling $8,059, which have expiration dates ranging from 2029 to extending indefinitely without expiration.

The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. At both December 31, 2024 and 2023, the Company had not recorded any uncertain tax positions, nor any accrued interest or penalties on the Consolidated Balance Sheets. During the years ended December 31, 2024, 2023, and 2022, the Company did not record any interest and penalties in “Income tax expense” in the Consolidated Statements of Operations.

Nerdy Inc.’s U.S. federal, state, and local jurisdiction income tax returns for the tax years ended December 31, 2023, 2022 and 2021 are generally open and subject to examination by the tax authorities in each respective jurisdiction.

NOTE 8 — LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Prior to the Earnout Transaction (see Note 1), Earnouts did not participate in profits or losses but were eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, were considered participating securities for basic and diluted loss per share. As such, basic and diluted loss per share was computed using the two-class method. Under the two-class method, net earnings attributable to Class A Common Stock, if any, were allocated to Class A Common Stock and Earnouts as if all of the net earnings for the period had been distributed. For additional information, see Notes 1 and 2.

Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of Stock Options, SARs, RSAs, and RSUs, if any, using the “treasury stock” method and for the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. Prior to the Warrant Transactions and Earnout Transaction (see Note 1), the average number of shares of Class A Common Stock used for diluted earnings (loss) per share was also adjusted for the dilutive effect of Warrants and Earnouts, if any, using the “treasury stock” method. “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the Nerdy Inc.’s share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to dilutive securities. Additionally, “Net loss attributable to Class A Common Stockholders for diluted loss per share” was adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants were dilutive.


	Year Ended December 31,
	2024		2023		2022
Net Loss Attributable to Class A Common Stockholders	$	(42,585)	$	(40,174)	$	(35,399)
Less: Undistributed net earnings attributable to participating securities	—		—		—
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share	$	(42,585)	$	(40,174)	$	(35,399)
















Weighted-average shares of Class A Common Stock for basic and diluted loss per share	111,695		97,157		85,873


Basic and Diluted loss per share of Class A Common Stock	$	(0.38)	$	(0.41)	$	(0.41)

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The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the periods presented as they were anti-dilutive.


	Year Ended December 31,
	2024	2023	2022
Stock options	1,919	1,394	974
Stock appreciation rights	5,713	5,759	6,548
Restricted stock awards	—	119	866
Restricted stock units	14,893	15,072	14,683
Restricted stock units - founder’s award	9,258	9,258	9,258
Warrants	—	—	19,311
Earnouts	—	—	7,964
Combined Interests that can be converted into shares of Class A Common Stock	64,395	67,256	65,948

NOTE 9 — CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.


	December 31,
	2024		2023		2022
Cash and cash equivalents	$	52,541	$	74,824	$	90,715
Restricted cash included in Other current assets	132		184		516
Restricted cash included in Other assets	—		132		316
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows	$	52,673	$	75,140	$	91,547

The Company includes amounts in restricted cash required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of its office lease in Tempe, Arizona.

NOTE 10 — FIXED ASSETS, NET

Fixed assets, net consisted of:


	December 31,
	2024		2023
Capitalized internal use software	$	44,172	$	37,066
Office equipment	3,744		3,169
Leasehold improvements	1,944		1,855
Furniture & fixtures	548		604
Other	800		800
	51,208		43,494
Accumulated depreciation	(34,060)		(27,106)
	$	17,148	$	16,388

The following table presents amortization expense related to capitalized internal use software and depreciation expense recorded by the Company in the Consolidated Statements of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Amortization expense related to capitalized internal use software	Cost of revenue	$	6,058	$	5,268	$	4,865
Depreciation expense	General and administrative expenses	898		898		1,054

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NOTE 11 — INTANGIBLE ASSETS, NET

The Company’s intangibles assets consist entirely of trade names. The following table presents the carrying amount and accumulated amortization related those trade names reported on the Consolidated Balance Sheets for the periods presented.


	December 31,
	2024		2023
Carrying amount	$	6,075	$	6,122
Accumulated amortization	(3,645)		(3,061)
	$	2,430	$	3,061

The following table presents amortization expense related to intangible assets recorded by the Company in the Consolidated Statements of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Amortization expense related to intangible assets	General and administrative expenses	$	614	$	606	$	602

For the definite-lived intangible assets recorded as of December 31, 2024, estimated amortization expense for the next five years is as follows:


2025	$	608
2026	608
2027	607
2028	607
2029	—

NOTE 12 — OTHER CURRENT LIABILITIES


	December 31,
	2024		2023
Accrued compensation	2,782		3,402
Accrued legal settlements	2,000		2,075
Operating lease liabilities	928		1,317
Accrued taxes	874		1,020
Accrued insurance	706		940
Accrued credit card	547		718
Customer refunds	444		481
Accrued score guarantee	121		139
Other	2,107		1,590
	$	10,509	$	11,682

NOTE 13 — DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes.

Prior to the Warrant Transactions and Earnout Transaction (see Note 1), the Company had issued and outstanding Warrants and Earnouts to non-employees. The Warrants and Earnouts held by non-employees were not in the scope of ASC Topic 718 “Compensation—Stock Compensation” and were classified as derivative liabilities under ASC Topic 480, “Distinguishing Liabilities from Equity” or ASC Topic 815, “Derivatives and Hedging.”

As a result of the Warrant Transactions and Earnout Transaction, the Warrants held by non-employees were exchanged or exercised for shares of Class A Common Stock or OpCo Units (with an equivalent number of shares of Class B Common Stock) and the portion of the Earnouts held by non-employees that remained outstanding are no longer subject to forfeiture. As such, the Company reviewed the classification of the Warrants and Earnouts issued to non-employees under ASC Topic 480 or ASC 815 and concluded the fair value of the Warrant and Earnout liabilities should be reclassified to stockholders’ equity. Immediately prior to closing of the transactions, the Company recorded the Warrants and Earnouts issued to non-employees at

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their fair values, and included these fair value adjustments in “Unrealized loss (gain) on derivatives, net” in the Consolidated Statements of Operations for the year ended December 31, 2023. At the closing of the transactions, the Company reclassified the fair values of the Warrants and Earnouts issued to non-employees to additional paid-in capital and noncontrolling interests within stockholders’ equity from other liabilities, which resulted in a decrease to other liabilities and a corresponding increase to additional paid-in capital and noncontrolling interests on the consolidated balance sheet. At December 31, 2024 and 2023, no Warrant and Earnout contracts issued to non-employees were outstanding.

The following table presents the effects of the Company’s derivative instruments on the Company’s Consolidated Statement of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Non-employee Warrants	Unrealized loss (gain) on derivatives, net	$	—	$	11,091	$	(12,812)
Non-employee Earnouts	Unrealized loss (gain) on derivatives, net	—		2,294		(13,808)
		$	—	$	13,385	$	(26,620)

NOTE 14 — FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities also include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. For additional information on definite-lived assets and goodwill, see Notes 2, 10, and Note 11. There were no fair value measurement adjustments recognized related to definite-lived assets and goodwill during the years ended December 31, 2024, 2023, and 2022.

NOTE 15 — LEASES

The Company leases office space in St. Louis, Missouri and in Tempe, Arizona through operating lease agreements. Additionally, the Company subleases its Tempe, AZ office space as a result of a sublease agreement entered into in 2020. The Company has no finance lease agreements. The lease in St. Louis, MO has a remaining term of approximately 6 years, with two extension options. The lease and sublease in Tempe, AZ each have a remaining term of six months. The Company makes payments to the lessor of the office space in Tempe, AZ, while receiving payments from the sublessee.

The following table presents the balance sheet location of the Company’s operating leases.


	December 31,
	2024		2023
ROU assets
Other assets	$	2,498	$	3,612

Lease liabilities:
Other current liabilities	$	928	$	1,317
Other liabilities	2,399		3,348
Total lease liabilities	$	3,327	$	4,665

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The following table presents maturities of the Company’s operating lease liabilities as of December 31, 2024.


	December 31, 2024
2025	$	1,200
2026	567
2027	577
2028	588
2029	599
Thereafter	815
Total future minimum payments	$	4,346
Less: Implied interest	1,019
Total lease liabilities	$	3,327

The following table presents supplemental operations statement information related to the Company’s operating leases and sublease agreements for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Operating lease expense	General and administrative expenses	$	1,476	$	1,577	$	1,541
Variable lease expense	General and administrative expenses	19		179		110

Sublease income	General and administrative expenses	(1,047)		(1,028)		(1,008)

(a)Rent expense and sublease income as reported under ASC Topic 840, Leases.

At December 31, 2024, the weighted-average remaining lease term and the weighted-average IBR of the Company’s operating leases was approximately 5.22 years and 9.36%, respectively. At December 31, 2023, the weighted-average remaining lease term and the weighted-average IBR of the Company’s operating leases was approximately 4.97 years and 8.22%, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $1,602 and $1,808, and $1,629 for the years ended December 31, 2024, 2023, and 2022, respectively. ROU assets obtained in exchange for operating lease liabilities during the year ended December 31, 2023 were $2,776. No ROU assets were obtained in exchange for operating lease liabilities during the years ended December 31, 2024 or 2022.

NOTE 16 — RELATED PARTIES

Tax Receivable Agreement

Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the reverse recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement, as amended; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. If Nerdy Inc. elects to terminate the Tax Receivable Agreement early, Nerdy Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it to the TRA Holders under the Tax Receivable Agreement (based upon certain valuation assumptions and deemed events set forth in the Tax Receivable Agreement).

As of December 31, 2024, Nerdy Inc. has not recognized a liability of $117,156 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the years ended December 31, 2024, 2023, or 2022. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within earnings.

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NOTE 17 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Independent Contractor Classification Matters

Varsity Tutors, a consolidated subsidiary of the Company, is subject to various legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of third-party Experts on its platform as independent contractors, and claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. Varsity Tutors disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters.

In 2019, a Complaint was filed in a Superior California Court against Varsity Tutors alleging that Varsity Tutors misclassified California tutors as independent contractors as opposed to employees in violation of the California Labor Code and seeking penalties and other remedies under California’s Private Attorneys General Act (“PAGA”). In October 2023, Varsity Tutors agreed to a settlement in this matter. The Court has approved this settlement, which Varsity Tutors will pay in the first quarter of 2025. The Company expensed $1,700 related to this matter during the year ended December 31, 2023, which was included in “General and administrative expenses” in the Consolidated Statements of Operations. At December 31, 2024 and 2023, the Company accrued $2,000 for this matter, which was included in “Other current liabilities” on the Consolidated Balance Sheets.

For other proceedings challenging the classification of third-party Experts on its platform as independent contractors, the Company believes that it is at most only reasonably possible and not probable that Varsity Tutors will incur a loss under these legal and regulatory proceedings because of the Company’s significant experience with such claims of this nature, as well as the Company’s analysis of the facts and circumstances related to current claims. Additionally, the amount of loss cannot be reasonably estimated because the amount of loss contingency is often based on certain variable inputs (e.g., platform usage by the Expert, number of plaintiffs/claimants, jurisdiction, etc.) which make the determination of a range of loss not possible. As a result, there was no accrual recorded on the Consolidated Balance Sheets at December 31, 2024 or 2023 related to these matters. No expense was recorded in the years ended December 31, 2024, 2023, or 2022 related to these matters.

Other

The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations, or cash flows of the Company. Although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations, or cash flows of the Company.

Executive Agreements

The Company maintains executive services agreements with certain members of its executive management team which contain separation from service clauses that provide for severance upon termination by the Company without cause, or certain other contractual terms.

NOTE 18 — STOCK-BASED COMPENSATION

Prior to the reverse recapitalization, Nerdy LLC’s employees and executives participated in the Nerdy 2016 U.S. Unit Appreciation Rights Plan, the 2016 Canadian Unit Appreciation Rights Plan and the Varsity Tutors, LLC Incentive Unit Plan (collectively, the “Legacy Plans”). The Legacy Plans consisted of unit appreciation rights (“UAR(s)”) and profit interest units (“PIU(s)”). UARs were subject to multi-year, time-based, graded, vesting schedules, typically over four or five years. PIUs represented a non-voting equity interest in Nerdy LLC that entitled the holder to appreciation in the historical equity value of Nerdy LLC arising after the date of grant and after such time as an applicable hurdle amount is met. PIUs were subject to multi-year, time-based, graded, vesting schedules, typically over a four to six year period. In connection with the reverse recapitalization, certain UARs and PIUs were exchanged for Nerdy Inc. equity awards. UARs were converted into SARs with underlying equity being Class A Common Stock and PIUs were converted into RSAs with the underlying equity being OpCo Units (with an equivalent number of shares of Class B Common Stock).

Following the reverse recapitalization, the Company’s employees and Board of Directors began to participate in Nerdy Inc.’s 2021 Equity Incentive Plan (as amended, the “2021 Equity Plan”), which initially permitted the issuance of various stock-based compensation awards up to 27,775, including but not limited to SARs, RSUs, and Stock Options. The Company will no

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longer issue new awards under the Legacy Plans as all future grants will be issued under the 2021 Equity Plan or another equity plan that is approved by the Compensation Committee of the Company’s Board of Directors. Awards issued under the 2021 Equity Plan have a maximum term of 10 years. Nerdy's stockholders approved an amendment to the 2021 Equity Plan to increase the number of authorized shares of Class A Common Stock that may be issued under the 2021 Equity Plan by 12,500 and to include an annual evergreen provision. The annual evergreen provision allows for: on January 1, 2023 and each January 1 thereafter, an increase in the number of shares of Class A Common Stock reserved for issuance under the 2021 Equity Plan by (a) five percent of the number of shares of Class A Common Stock issued and outstanding on a pro forma basis on the immediately preceding December 31 including: (1) all shares of Class A Common Stock underlying any then-outstanding Stock Options, SARs, RSUs, and unvested RSAs (2) the exchange of all shares of the Company’s Class B Common Stock (including the shares of Class B Common Stock underlying any stock awards in clause (1)) or (b) such lesser number of shares as determined by the Company’s Board of Directors.

Under the 2021 Equity Plan, Nerdy Inc. granted RSUs, in lieu of any cash compensation, to the legacy Nerdy LLC founder in consideration of the participant’s future continued employment with the Company (the “Founder’s Award”). Each RSU represents the right to receive one share of Class A Common Stock. The RSUs will vest based on the achievement of stock price hurdles. The initial Stock Price Hurdle is $18.00 per share, which will cause one-seventh of the RSUs to vest. Each hurdle is $4.00 per share greater than the previous and will cause an additional one-seventh of the RSUs to vest, with 100% vested at $42.00 per share. If the stock price hurdles are not met by September 20, 2028 (“Performance Period End Date”), the unvested RSUs will be forfeited. The stock price hurdles will be deemed achieved upon the first date prior to the Performance Period End Date on which the average closing market price on the New York Stock Exchange (“NYSE”) of one share of Nerdy Inc.’s Class A Common Stock over a consecutive 90 calendar-day period, equals or exceeds the applicable dollar amount set forth in the vesting table.

Total compensation cost for the Company’s non-cash stock-based compensation awards recognized in the years ended December 31, 2024, 2023, and 2022 consisted of:


	Year Ended December 31,
Financial Statement Location	2024		2023		2022
Sales and marketing expenses	$	2,345	$	2,795	$	4,086
General and administrative expenses	38,744		41,474		43,158
Fixed assets, net (capitalized internal use software)	1,580		2,441		2,402
Total non-cash stock-based compensation costs	$	42,669	$	46,710	$	49,646

As of December 31, 2024, the total compensation cost related to non-vested awards not yet recognized was $50,216, which is expected to be recognized over a weighted-average period of 1.89 years. The Company did not recognize any deferred tax benefit related to non-cash stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022 as it had recorded a full valuation allowance against the deferred tax assets at Nerdy Inc. as of and for the years ended December 31, 2024, 2023, 2022. For additional discussion, see Note 7. As of December 31, 2024 and 2023, total non-cash stock-based compensation costs, net of accumulated amortization, capitalized as “Capitalized internal use software” on the Consolidated Balance Sheets were $3,994 and $3,958, respectively. During the years ended December 31, 2024, 2023, and 2022, the Company amortized previously capitalized non-cash stock-based compensation costs of $1,544 and $1,016, and $406, respectively, which was included in “Cost of revenue” in the Consolidated Statements of Operations.

SARs (formerly UARs)


in thousands, except SARs, which are in ones, or where otherwise indicated	SARs	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2023	5,758,589	$	2.20
Granted	—	—
Exercised	(17,627)	1.04
Forfeited	(28,024)	3.49
Expired	—	—
Outstanding at December 31, 2024	5,712,938	2.20		4.57	$	560
Vested and expected to vest as of December 31, 2024	5,712,938	2.20		4.57	560
Exercisable at December 31, 2024	5,684,859	2.18		4.56	560

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The total intrinsic value of SARs exercised during the years ended December 31, 2024, 2023, and 2022 was $29, $1,171, and $636, respectively.

RSAs (formerly PIUs)


RSAs are in ones and where otherwise indicated	RSAs	Weighted-Average Grant Date Fair Value Per Share
Nonvested RSAs at December 31, 2023	119,171	$	2.96
Granted	—	—
Vested	(119,171)	2.96
Forfeited	—	—
Nonvested RSAs at December 31, 2024	—	—

The total vest date fair value of RSAs was approximated using the quoted market price of the Class A Common Stock on the vest date. The total vest date fair value of RSAs that vested during the years ended December 31, 2024, 2023, and 2022 was $295, $2,103 and $3,591, respectively.

Stock Options


Stock Options are in ones and where otherwise indicated	Stock Options	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2023	1,393,618	$	5.15
Granted	599,214	2.56
Exercised	—	—
Forfeited	(26,672)	11.20
Expired	(47,000)	11.20
Outstanding at December 31, 2024	1,919,160	4.11		7.34	$	—
Vested and expected to vest as of December 31, 2024	1,919,160	4.11		7.34	—
Exercisable at December 31, 2024	1,247,353	4.82		6.38	—

The fair value of each stock option was estimated on the date of grant using the Black-Scholes Model. The Company uses the simplified method for estimating a stock option term as it does not have sufficient historical stock options exercise experience upon which to estimate an expected term. The expected term was estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends and other factors The risk-free rate was the interpolated U.S. Treasury rate for a term equal to the expected term. The dividend yield was set at zero as the Company does not intend to pay a dividend in the foreseeable future. The weighted-average assumptions and fair values for stock options granted are summarized in the table below.


	2024	2023	2022
Expected term (in years)	5.64	5.50	5.65
Expected stock price volatility	80.7%	83.0%	66.9%
Risk-free interest rate	4.6%	3.4%	2.9%
Expected dividends	—%	—%	—%
Fair Value (per stock option)	$1.80	$2.10	$2.12

There were no stock options exercised during the years ended December 31, 2024, 2023, or 2022.

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RSUs


RSUs in ones and where otherwise indicated	RSUs	Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2023	15,071,731	$	3.79
Granted	14,935,174	2.09
Vested	(8,118,139)	3.37
Forfeited	(6,995,734)	3.26
Nonvested at December 31, 2024	14,893,032	2.56

The grant date fair value of each RSU award was determined based upon the closing price of the Company’s Class A Common Stock on the date of grant. The weighted-average grant date fair value per share of RSUs granted during the years ended December 31, 2024, 2023, and 2022 was $2.09, $3.83, and $2.71, respectively. The total vest date fair value of RSUs that vested during the years ended December 31, 2024, 2023, and 2022 was $15,016, $27,627, and $17,388, respectively.

RSUs - Founder’s Award


RSUs - Founder’s Award in ones and where otherwise indicated	RSUs - Founder’s Award	Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2023	9,258,298	$	5.06
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at December 31, 2024	9,258,298	5.06

The Founder’s Award grant-date fair value is recognized using the graded vesting method during which the employee is required to provide service in exchange for the award - the requisite service period. The requisite service period was determined to be the derived service period of 4.70 years.

NOTE 19 — SEGMENT INFORMATION

The Company has one reportable segment: Tutoring. The Tutoring Segment generates revenue by selling services to Learners and Institutions for one-on-one instruction and small group tutoring that are fulfilled by Experts, who deliver instruction on its behalf through its proprietary Live Learning Platform. The Company does not have intra-entity sales or transfers. The accounting policies of the Tutoring Segment are the same as those described in Note 2.

The Company’s CODM is the Chief Executive Officer of the Company, who evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The Company’s CODM assesses performance of the Tutoring Segment and decides how to allocate resources based on consolidated net loss that also is reported in the Consolidated Statements of Operations as “Net Loss.” Consolidated net loss is used to monitor budget versus actual results in order to assess the performance of the Tutoring Segment. The measure of segment assets is reported on the Consolidated Balance Sheets as “Total Assets.” The segment additions to property are reported in the Consolidated Statements of Cash Flows as “Capital expenditures.”

Substantially all of the Company’s tangible long-lived assets and revenues are located within the U.S. The Company does not have a customer that accounted for more than 10% of its consolidated net sales. See Note 5 for the Company’s revenue by business category.

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The following table presents information about the Company’s Tutoring Segment for the periods presented.


	Year Ended December 31,
	2024		2023		2022
Revenue	$	190,231	$	193,399	$	162,665

Less:
Cost of revenue	61,837		56,952		49,732
Employee-related expense (excluding product and development expense)	94,937		85,756		98,242
Marketing expense	39,593		43,043		45,113
Product and development expense	43,928		40,859		36,097
Depreciation and amortization of intangible assets	1,512		1,504		1,656
Other segment items (a)	18,555		22,837		22,817
Unrealized loss (gain) on derivatives, net	—		13,385		(26,620)
Interest income	(3,104)		(3,377)		(483)
Income tax expense	115		109		19
Segment Net Loss	$	(67,142)	$	(67,669)	$	(63,908)

(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, provisions for legal settlement, rent expense, and other overhead expense.

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ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024. Based on that evaluation, the Company’s CEO and CFO concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective.

Limitations on Effectiveness of Controls and Procedures

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As of December 31, 2024, our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on management’s assessment utilizing these criteria, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

ITEM 9B. OTHER INFORMATION.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2024, the adoption or termination of contracts, instructions, or written plans for the purchase or sale of our securities by a director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, each of which is intended to satisfy the affirmative defense conditions of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, were as follows:

Name

Title

Action

Date Adopted

Expiration
Date

Aggregate Number of Securities to be Sold

Jason Pello

Chief Financial Officer

Adoption

12/5/2024

3/31/2025

75,000

Christopher Swenson

Chief Legal Officer

Adoption

12/13/2024

3/6/2026

186,742

No other director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K during the three months ended December 31, 2024.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item is included in the Company’s definitive proxy statement for its 2025 annual meeting of stockholders, to be filed with the United States Securities and Exchange Commission within 120 days after December 31, 2024 (the “2025 Proxy Statement”) and is hereby incorporated by reference. Information regarding executive officers of the Company is included under the heading “Information about our Executive Officers” in “Business” in Part I, Item 1 of this report.

Code of Conduct

The Company has adopted a code of ethics, our Code of Conduct, applicable to our directors, officers, and employees, including our principal executive officer, principal financial officer, and principal accounting officer, which sets forth the Company’s expectations for the conduct of business by our directors, officers, and employees. The Code of Conduct is available on the Company’s website at www.nerdy.com. In the event the Company amends the Code of Conduct or waivers of compliance are granted and it is determined that such amendments or waivers are subject to the disclosure provisions of Item 5.05 of Form 8-K, the Company will post such amendments or waivers on its website or in a report on Form 8-K.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its directors, officers and employees, which it believes is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the applicable exchange listing standards.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item is included in the 2025 Proxy Statement and is hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this Item is included in the 2025 Proxy Statement and is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item is included in the 2025 Proxy Statement and is hereby incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this Item is included in the 2025 Proxy Statement and is hereby incorporated by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Documents filed as a part of this report:

1.Financial Statements. The following consolidated financial statements of Nerdy Inc. are filed as a part of this document under Part II, Item 8.

•Report of Independent Registered Public Accounting Firm

•Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022

•Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023, and 2022

•Consolidated Balance Sheets at December 31, 2024 and 2023

•Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022

•Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024, 2023, and 2022

•Notes to Consolidated Financial Statements

2.Financial Statement Schedules. None. Schedules not included have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3.Exhibits.


Exhibit No.						Description
2.1						Business Combination Agreement, dated as of January 28, 2021, by and among TPG Pace Tech Opportunities Corp., TPG Pace Tech Merger Sub LLC, TCV VIII (A) VT, Inc., LCSOF XI VT, Inc., TPG Pace Blocker Merger Sub I Inc., TPG Pace Blocker Merger Sub II Inc., Live Learning Technologies LLC, and, solely for the purposes of specified therein, each of Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and TCV VIII (A), L.P. (incorporated by reference to Exhibit 2.1 filed with TPG Pace’s Form 8-K filed by TPG Pace on January 29, 2021 (File No. 001-39595)).

2.2						First Amendment to Business Combination Agreement, dated as of March 19, 2021, by and among TPG Pace Tech Opportunities Corp., TPG Pace Tech Merger Sub LLC, TCV VIII (A) VT, Inc., LCSOF XI VT, Inc., TPG Pace Blocker Merger Sub I Inc., TPG Pace Blocker Merger Sub II Inc., Live Learning Technologies LLC, and, solely for the purposes of specified therein, each of Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and TCV VIII (A), L.P. (incorporated by reference to Exhibit 2.2 filed with TPG Pace’s Form S-4 filed by TPG Pace on March 19, 2021 (File No. 333-254485)).

2.3						Second Amendment to Business Combination Agreement, dated as of July 14, 2021, by and among TPG Pace Tech Opportunities Corp., TPG Pace Tech Merger Sub LLC, TCV VIII (A) VT, Inc., LCSOF XI VT, Inc., TPG Pace Blocker Merger Sub I Inc., TPG Pace Blocker Merger Sub II Inc., Live Learning Technologies LLC, and, solely for the purposes of specified therein, each of Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and TCV VIII (A), L.P. (incorporated by reference to Exhibit 2.3 filed with TPG Pace’s Form S-4/A filed by TPG Pace on July 15, 2021 (File No. 333-254485)).

2.4						Third Amendment to Business Combination Agreement, dated as of August 11, 2021, by and among TPG Pace Tech Opportunities Corp., TPG Pace Tech Merger Sub LLC, TCV VIII (A) VT, Inc., LCSOF XI VT, Inc., TPG Pace Blocker Merger Sub I Inc., TPG Pace Blocker Merger Sub II Inc., Live Learning Technologies LLC, and, solely for the purposes of specified therein, each of Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and TCV VIII (A), L.P. (incorporated by reference to Exhibit 2.4 filed with TPG Pace’s Form S-4/A filed by TPG Pace on August 11, 2021 (File No. 333-254485).

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Exhibit No.						Description
2.5						Fourth Amendment to Business Combination Agreement, dated as of August 18, 2021, by and among TPG Pace Tech Opportunities Corp., TPG Pace Tech Merger Sub LLC, TCV VIII (A) VT, Inc., LCSOF XI VT, Inc., TPG Pace Blocker Merger Sub I Inc., TPG Pace Blocker Merger Sub II Inc., Live Learning Technologies LLC, and, solely for the purposes of specified therein, each of Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and TCV VIII (A), L.P. (incorporated by reference to Exhibit 2.5 filed with TPG Pace’s Form S-4/A filed by TPG Pace on August 19, 2021 (File No. 333-254485).

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

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

4.1						Stockholders Agreement, dated as of January 28, 2021, by and among TPG Pace Tech Opportunities Corp., each of (i) TPG Pace Tech Opportunities Sponsor, Series LLC, (ii) TCV VIII (A) VT, Inc. and TCV VIII (A), L.P., (iii) LCSOF XI VT, Inc, Learn Capital Special Opportunities Fund XIV, L.P., Learn Capital Special Opportunities Fund XV, L.P., Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P. and Learn Capital Special Opportunities Fund XVI, L.P. (A), L.P. and (iv) Cohn Investments, LLC and Charles K. Cohn VT Trust U/A/D May 26, 2017 (incorporated by reference to Exhibit 10.2 filed with TPG Pace’s Form 8-K filed by TPG Pace on January 29, 2021 (File No. 001-39595).

4.2						Registration Rights Agreement (incorporated by reference to Exhibit 10.1 filed with Nerdy’s Form 8-K filed by Nerdy Inc. on September 24, 2021 (File No. 001-39595).

4.3						D escription of Securities of Nerdy Inc.

10.1						Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC (incorporated by reference to Exhibit 10.2 filed with Nerdy’s Form 8-K filed by Nerdy Inc. on September 24, 2021 (File No. 001-39595).

10.2						First Amendment to the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC, dated March 14, 2022 (incorporated by reference to exhibit 10.2 filed with Nerdy’s Form 10-Q for the quarterly period ended March 31, 2022 filed by Nerdy Inc. on May 16, 2022 (File No. 001-39595)).

†10.3						Nerdy Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 filed with TPG Pace’ Form 8-K filed by TPG Pace on January 29, 2021 (File No. 001-39595)).

†10.4						First Amendment to the Nerdy Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with Nerdy’s Form 8-K filed by Nerdy Inc. on May 5, 2022 (File No. 001-39595)).

†10.5						Forms of Award Agreements under the Nerdy Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Nerdy’s Form 8-K filed by Nerdy Inc. on September 24, 2021 (File No. 001-39595)).

10.6						Form of Tax Receivable Agreement dated as of September 20, 2021 between Nerdy Inc. and the holders party thereto (incorporated by reference to Exhibit 10.3 filed with Nerdy’s Form 8-K filed by Nerdy Inc. on September 24, 2021 (File No. 001-39595).

10.7						First Amendment to the Tax Receivable Agreement, dated March 25, 2022 (incorporated by reference to exhibit 10.1 filed with Nerdy’s Form 10-Q for the quarterly period ended March 31, 2022 filed by Nerdy Inc. on May 16, 2022 (File No. 001-39595)).

10.8						Form of Indemnity Agreement for Directors (incorporated by reference to Exhibit 10.7 filed with Nerdy’s Form 8-K filed by Nerdy Inc. on September 24, 2021 (File No. 001-39595).

10.9						Forward Purchase Agreement, dated as of September 23, 2020, between TPG Pace and an affiliate of TPG Global, LLC (incorporated by reference to Exhibit 10.9 filed with TPG Pace’s Form S-1/A filed by TPG Pace on September 24, 2020 (File No. 333-248594)).

10.10						Form of Forward Purchase Agreements, dated as of September 23, 2020, between TPG Pace and other third parties (incorporated by reference to Exhibit 10.10 filed with TPG Pace’s Form S-4 filed by TPG Pace on March 19, 2021 (File No. 333-254485)).

10.11						Form of Amendments No. 1 to the Forward Purchase Agreements, dated as of October 6, 2020, between TPG Pace and other third parties (incorporated by reference to Exhibit 10.11 filed with TPG Pace’s Form S-1/A filed by TPG Pace on October 1, 2020 (File No. 333-248594)).

10.12						Form of Amendments No. 2 to the Forward Purchase Agreements, dated as of January 29, 2021, between TPG Pace and other third parties (incorporated by reference to Exhibit 10.12 filed with TPG Pace’s Form S-4 filed by TPG Pace on March 19, 2021 (File No. 333-254485)).

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Exhibit No.						Description
10.13						Private Placement Warrants Purchase Agreement, dated as of October 6, 2020, between TPG Pace and the Sponsor (incorporated by reference to Exhibit 10.3 filed with TPG Pace’s Form 8-K filed by TPG Pace on October 13, 2020 (File No. 001-39595)).

10.14						Warrant Agreement, dated as of October 9, 2020, between TPG Pace and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 filed with TPG Pace’s Form 8-K filed by TPG Pace on October 13, 2020 (File No. 001-39595)).

†10.15						Form K-1 Executive Services Agreement with Nerdy Inc. and Nerdy LLC (incorporated herein by reference to Exhibit 10.17 filed with Nerdy Inc.’s Form 10-Q for the quarterly period ended September 30, 2021 filed by Nerdy Inc. on November 15, 2021 (File No.001-39595)).

†10.16						Form W-2 Executive Services Agreement with Nerdy Inc. and Nerdy LLC (incorporated herein by reference to Exhibit 10.18 filed with Nerdy Inc.’s Form 10-Q for the quarterly period ended September 30, 2021 filed by Nerdy Inc. on November 15, 2021 (File No.001-39595)).

†10.17						Varsity Tutors LLC 2016 U.S. Unit Appreciation Rights Plan (incorporated herein by reference to Exhibit 99.2 filed with Nerdy Inc.’s Registration Statement S-8 filed by Nerdy Inc. on November 29, 2021 (File No.333-261401)).

†10.18						Varsity Tutors LLC 2016 Canadian Unit Appreciation Rights Plan (incorporated herein by reference to Exhibit 99.3 filed with Nerdy Inc.’s Registration Statement S-8 filed by Nerdy Inc. on November 29, 2021 (File No.333-261401)).

†10.19						Nerdy Inc. Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 filed with Nerdy’s Form 8-K filed by Nerdy Inc. on May 5, 2023 (File No. 001-39595)).

10.20						Amendment No.1 to the Warrant Agreement, dated as of September 26, 2023, by and between Nerdy Inc. and Continental Stock & Transfer Trust Company, as warrant agent (incorporated by reference to Exhibit 10.1 filed with Nerdy Inc.'s Form 8-K filed by Nerdy Inc. on September 26, 2023 (File No. 001-39595)).

10.21						Form of Earnout Equity Cancellation and Release Agreement, by and among Nerdy Inc., Nerdy LLC, and each of the holders party thereto (incorporated by reference to Exhibit 10.2 filed with Nerdy Inc.’s Form 8-K filed by Nerdy Inc. on September 26, 2023 (File No. 001-39595)).

†10.22						Founder Performance Award Agreement under the 2021 Nerdy Inc. Equity Incentive Plan, between Nerdy Inc. and Charles Cohn.

†10.23						F orm of Perfo rma nce -Based Restricted Stock Unit Award Agreement under the 20 21 Nerdy Inc. Equity Incentive Plan .

19.1						Insider Trading Policy of Nerdy Inc, effective as of November 1, 2023.

21.1						List of Subsidiaries of Nerdy Inc. (incorporated by reference to Exhibit 21.1 filed with Nerdy Inc.’s Form S-1 filed by Nerdy Inc. on October 15, 2021 (File No. 333-260266)).

23.1						Consent of PricewaterhouseCoopers LLP.

24.1						Power of Attorney (Included under Signatures).
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 February 27, 2025.

31.2						Certification of Jason Pello pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 27, 2025.

32.1*						Certification of Charles Cohn and Jason Pello, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 27, 2025.

97.1						Nerdy Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 filed with Nerdy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 filed by Nerdy Inc. on February 27, 2024 (File No. 001-39595)).

101.INS						The instance document does not appear in the interactive data file because its XBRL (eXtensible Business Reporting Language) tags are embedded within the Inline XBRL document.

101.SCH						iXBRL (Inline XBRL) Taxonomy Extension Schema Document.

101.CAL						iXBRL (Inline XBRL) Taxonomy Calculation Linkbase Document.

101.DEF						iXBRL (Inline XBRL) Taxonomy Definition Linkbase Document.

101.LAB						iXBRL (Inline XBRL) Taxonomy Label Linkbase Document.

101.PRE						iXBRL (Inline XBRL) Taxonomy Presentation Linkbase Document.

Table of Contents


Exhibit No.						Description

104						The cover page from the Company’s Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline XBRL) and contained in Exhibit 101.

† These exhibits constitute management contracts, compensatory plans, and arrangements.

* These certifications are deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 16. FORM 10-K SUMMARY.

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Nerdy Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Nerdy Inc.

Date: February 27, 2025	By:	/s/ Charles Cohn
		Name: Charles Cohn
		Title: President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Charles Cohn and Jason Pello, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resolution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Charles Cohn

Director, President, and Chief Executive Officer
(Principal Executive Officer)

February 27, 2025

Charles Cohn

/s/ Jason Pello

Chief Financial Officer
(Principal Financial and Accounting Officer)

February 27, 2025

Jason Pello

/s/ Abigail Blunt

Director

February 27, 2025

Abigail Blunt

/s/ Robert Hutter

Director

February 27, 2025

Robert Hutter

/s/ Christopher Marshall

Director

February 27, 2025

Christopher Marshall

/s/ Gregory Mrva

Director

February 27, 2025

Gregory Mrva

/s/ Stuart Udell

Director

February 27, 2025

Stuart Udell

EXHIBIT 4.3

DESCRIPTION OF NERDY INC. SECURITIES

Class A Common Stock

Voting Rights. Except as provided by law or in a preferred stock designation, holders of our Class A Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders and do not have cumulative voting rights. Except as otherwise required by law, holders of Class A Common Stock are not entitled to vote on any amendment to the certificate of incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our certificate of incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

Dividend Rights. Subject to prior rights and preferences that may be applicable to any outstanding shares or series of Preferred Stock, holders of Class A Common Stock are entitled to receive ratably in proportion to the shares of Class A Common Stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by the Nerdy Inc. Board out of funds legally available for dividend payments.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A Common Stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of Preferred Stock.

Other Matters. The shares of Class A Common Stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to our Class A Common Stock.

Class B Common Stock

Generally. Shares of Class B common stock will not be transferrable except in connection with a permitted transfer of a corresponding number of OpCo Units. Accordingly, each holder of Class B Common Stock will have a number of votes in Nerdy Inc. equal to the aggregate number of OpCo Units that it holds.

Voting Rights. Holders of shares of our Class B Common Stock are entitled to one vote per share held of record on all matters to be voted upon by the holders of Common Stock. Holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except with respect to the amendment of certain provisions of our certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B Common Stock so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law.

Dividend Rights. Holders of our Class B Common Stock do not have any right to receive dividends, unless the dividend consists of shares of our Class B Common Stock or of rights, options, warrants or other securities convertible or exercisable into or redeemable for shares of Class B Common Stock paid proportionally with respect to each outstanding share of our Class B Common Stock and a dividend consisting of shares of Class A Common Stock or of rights, options, warrants or other securities convertible or exercisable into or redeemable for shares of Class A Common Stock on the same terms is simultaneously paid to the holders of Class A Common Stock.

Liquidation Rights. Holders of our Class B Common Stock do not have any right to receive a distribution upon a liquidation or winding up of Nerdy Inc.

Other Matters. The shares of Class B Common Stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to our Class B Common Stock.

Preferred Stock

The Nerdy Inc. Board has the authority to issue shares of Preferred Stock from time to time on terms it may determine, to divide shares of Preferred Stock into one or more series and to fix the designations, preferences, privileges, and restrictions of Preferred Stock, including dividend rights, conversion rights, voting rights, terms of

redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of Preferred Stock could have the effect of decreasing the trading price of Class A Common Stock, restricting dividends on the capital stock of Nerdy Inc., diluting the voting power of the Common Stock, impairing the liquidation rights of the capital stock of Nerdy Inc., or delaying or preventing a change in control of Nerdy Inc.

Election of Directors and Vacancies

Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances and the terms and conditions of the Stockholders Agreement, the number of directors of the Nerdy Inc. Board shall be fixed solely and exclusively by resolution duly adopted from time to time by the Nerdy Inc. Board, but initially consists of seven (7) directors, divided into three (3) classes, designated Class I, II and III, with Class I consisting of two (2) directors, Class II consisting of two (2) directors and Class III consisting of three (3) directors.

Under the Bylaws, at all meetings of stockholders called for the election of directors, a plurality of the votes properly cast will be sufficient to elect such directors to the Nerdy Inc. Board.

Except as the DGCL or the Stockholders Agreement may otherwise require and subject to the rights, if any, of the holders of any series of Preferred Stock, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies on the Nerdy Inc. Board, including unfilled vacancies resulting from the removal of directors, may be filled only by the affirmative vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. All directors will hold office until the expiration of their respective terms of office and until their successors will have been elected and qualified. A director elected or appointed to fill a vacancy resulting from the death, resignation or removal of a director or a newly created directorship will serve for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until his or her successor will have been elected and qualified.

Subject to the rights, if any, of any series of Preferred Stock, any director may be removed from office only with cause and only by the affirmative vote of the holders of a majority of the outstanding Common Stock then entitled to vote at an election of directors. Subject to the terms and conditions of the Stockholders Agreement, in case that any one or more directors should be so removed, new directors may be elected at the same time for the unexpired portion of the full term of the director or directors so removed.

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by Nerdy Inc., subject, nevertheless, to the provisions of the DGCL, the Certificate of Incorporation and to any Bylaws adopted and in effect from time to time; provided, however, that no Bylaw so adopted will invalidate any prior act of the directors which would have been valid if such Bylaw had not been adopted.

Quorum

The holders of a majority of the voting power of Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise required by law or provided by the Certificate of Incorporation. If, however, such quorum will not be present or represented at any meeting of the stockholders, the holders of a majority of the voting power present in person or represented by proxy, will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present or represented. At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Anti-takeover Effects of the Certificate of Incorporation and the Bylaws

The Certificate of Incorporation and the Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. These provisions, which are summarized below, may discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with the board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the board of directors the power to discourage acquisitions that some stockholders may favor.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which apply so long as the Class A Common Stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Common Stock. Additional shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved Common Stock may be to enable the Nerdy Inc. Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of Nerdy Inc. by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of management and possibly deprive stockholders of opportunities to sell their shares of Class A Common Stock at prices higher than prevailing market prices.

Special Meeting, Action by Written Consent and Advance Notice Requirements for Stockholder Proposals

Unless otherwise required by law, and subject to the rights, if any, of the holders of any series of Preferred Stock, special meetings of the stockholders of Nerdy Inc., for any purpose or purposes, may be called only (i) by the Chief Executive Officer, the Chairman of the Board or the Board or (ii) at any time when no annual meeting has been held for a period of thirteen (13) months after Nerdy Inc.’s last annual meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of the Bylaws or otherwise, all the force and effect of an annual meeting. Unless otherwise required by law, written notice of a special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any special meeting of stockholders will be limited to the purposes stated in the notice.

The Bylaws also provide that unless otherwise restricted by the Certificate of Incorporation or the Bylaws, any action required or permitted to be taken at any meeting of the Nerdy Inc. Board or of any committee thereof may be taken without a meeting, if all members of the Nerdy Inc. Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Nerdy Inc. Board or committee.

In addition, the Bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders, including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder’s intention to bring such business before the meeting.

These provisions could have the effect of delaying until the next stockholder meeting any stockholder actions, even if they are favored by the holders of a majority of our outstanding shares of Common Stock.

Limitations on Liability and Indemnification of Officers and Directors

The Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the DGCL, and the Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was our director or officer or any of its subsidiaries or was serving at our request in an official capacity for another entity. We must

indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Exclusive Jurisdiction of Certain Actions

The Certificate of Incorporation requires, to the fullest extent permitted by law, unless Nerdy Inc. consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Nerdy Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent or trustee of Nerdy Inc. to Nerdy Inc. or its stockholders, (iii) any action asserting a claim against Nerdy Inc. or any director or officer or other employee of Nerdy Inc. arising pursuant to any provision of the DGCL, the certificate of incorporation or bylaws, or (iv) any action asserting a claim against Nerdy Inc. or any of its director or officer or other employee governed by the internal affairs doctrine, in each such case subject to (a) said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and (b) the next sentence below hereof for any action asserted to enforce any liability or duty created by the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or, in each case, rules and regulations promulgated thereunder, for which there is exclusive federal or concurrent federal and state jurisdiction. Although we believe this provision benefits Nerdy Inc. by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. Unless Nerdy Inc. consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws of the United States. Although we believe this provision benefits Nerdy Inc. by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Transfer Agent and Warrant Agent

The transfer agent for our Class A Common Stock and Class B Common Stock is Continental Stock Transfer & Trust Company.

Founders Grant Form

EXHIBIT 10.22

NERDY INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Pursuant to the terms and conditions of the Nerdy Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Nerdy Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted stock units set forth below (this “Award”) on the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.


Participant:			Charles Cohn
Date of Grant:			____________________________
Total Number of Restricted Stock Units:			9,258,298
Vesting Schedule:			Subject to the Agreement, the Plan and the other terms and conditions set forth herein, the Restricted Stock Units shall vest in accordance with the terms and conditions set forth on Exhibit B attached hereto (the “Founder RSU Award Conditions”).

By accepting this Grant Notice, you agree to be bound by the terms and conditions of the Plan, the Agreement, the Founder RSU Award Conditions and this Restricted Stock Unit Award Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, the Founder RSU Award Conditions and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan, the Founder RSU Award Conditions or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Electronic acceptance of this Grant Notice pursuant to the Company’s instructions to the Participant (including through an online acceptance process) is acceptable.

Founders Grant Form

EXHIBIT A

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (together with the Grant Notice to which this Restricted Stock Unit Award Agreement is attached and the Founder RSU Award Conditions, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Nerdy Inc., a Delaware corporation (the “Company”), and Chuck Cohn (the “Participant”).

1.The Grant. In consideration of the Participant’s past and/or continued employment with the Company or its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth in the Grant Notice, the Company hereby grants the Participant an award consisting of the number of Restricted Stock Units set forth in the Grant Notice, whereby each Restricted Stock Unit represents the right to receive one share of Stock, in accordance with the terms and conditions set forth herein and in the Plan (the “Award”). To the extent that any provision of this Agreement conflicts with the expressly applicable terms of the Plan, Participant acknowledges and agrees that those terms of the Plan shall control and, if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

2.Rights as a Stockholder. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Participant to any rights of a holder of Stock prior to the date shares of Stock are issued to Participant in settlement of the Award. Participant’s rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Restricted Stock Units lapse in accordance with Section 5.

3.Restrictions; Forfeiture. The Restricted Stock Units are restricted in that they may not be sold, transferred, or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant and the Founder RSU Award Conditions, and Stock is issued to Participant as described in Section 4 of this Agreement. The Restricted Stock Units are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”).

4.Issuance of Stock. No shares of Stock shall be issued to Participant prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 5. After the Restricted Stock Units vest pursuant to this Agreement and the Founder RSU Award Conditions, the Company shall, promptly and within 60 days of such vesting date, cause to be issued Stock registered in Participant’s name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to Participant in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to Participant

A-1

pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Any Dividend Equivalents credited to Participant’s account during the vesting schedule of the related Restricted Stock Units shall become payable to Participant in the form of a lump sum cash payment at the same time as the related Restricted Stock Units are settled in accordance with this Section 4. Neither this Section 4 nor any action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind.

5.Vesting; Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will lapse upon the vesting dates set forth in the Founder RSU Award Conditions, subject to the terms and conditions therein. Any shares of Stock underlying the Restricted Stock Units that become vested and nonforfeitable will be issued to Participant in payment of Participant’s vested Restricted Stock Units as set forth in Section 4.

6.Termination of Employment. If Participant’s employment with the Company or any of its Subsidiaries is terminated for any reason, then, except as set forth on Exhibit B, those Restricted Stock Units for which the Forfeiture Restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Stock Units shall be forfeited to the Company. The Restricted Stock Units for which the Forfeiture Restrictions have lapsed as of the date of such termination, including Restricted Stock Units for which the restrictions lapsed in connection with such termination or which remain outstanding and eligible to vest pursuant to Founder RSU Award Conditions, shall not be forfeited to the Company and shall be settled (or eligible to vest and be settled) as set forth in Section 5. For purposes of this Agreement and as set forth on Exhibit B, Participant shall be considered to be employed by the Company or an Affiliate as long as Participant remains the Chief Executive Officer or Executive Chairman of the Company; provided that, following a Change in Control, Participant shall be considered to be employed by the Company or an Affiliate so long as Participant remains in service with the Company, an Affiliate, or a corporation or other entity or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for this Award.

7.Leave of Absence. This Award shall be subject to any Company policy applicable to treatment of equity Awards upon a leave of absence.

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applicable withholding taxes, the Participant authorizes withholding from payroll and any other amounts payable to the Participant, in the same calendar year, and otherwise agrees to make adequate provision through the submission of cash, a check or its equivalent for any sums required to satisfy the remaining withholding taxes. Given that Sell-to-Cover is both mandatory and non-discretionary, it is the intent of the parties that this Section 8 comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the Agreement will be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of this Award or disposition of the underlying shares and that Participant has been advised, and hereby are advised, to consult a tax advisor. Participant represents that Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

9.Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares issued or in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. PARTICIPANT IS CAUTIONED THAT ISSUANCE OF STOCK UPON THE VESTING OF RESTRICTED STOCK UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

10.Legends. If a stock certificate is issued with respect to shares of Stock issued hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the SEC, any

A-3

applicable laws or the requirements of the New York Stock Exchange or any other stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.

11.No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor the award of Restricted Stock Units thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. The grant of this Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

12.Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

13.No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

14.Execution of Receipts and Releases. Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate.

15.No Guarantee of Interests. The Board, the Committee and the Company do not guarantee the Stock of the Company from loss or depreciation.

16.Company Records. Records of the Company or any Affiliate regarding the Participant’s service and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

17.Notices. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

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may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

19.Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors, administrators and the Person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

20.Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

21.Interpretation. The titles and headings of paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement dictates, the plural shall be read as the singular and the singular as the plural.

22.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

23.Consent to Missouri Jurisdiction and Venue. The Participant hereby consents and agrees that state courts located in St. Louis County, Missouri and the United States District Court for the Eastern District of Missouri each shall have personal jurisdiction and proper venue with respect to any dispute between the Participant and the Company arising in connection with the Award or this Agreement. In any dispute with the Company, the Participant will not raise, and the Participant hereby expressly waives, any objection or defense to any such jurisdiction as an inconvenient forum.

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24.Company Recoupment of Awards. A Participant’s rights with respect to this Award shall in all events be subject to (a) any right that the Company may have under any Company clawback or recoupment policy or other agreement or arrangement with a Participant and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder form time to time by the SEC.

25.Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Award; provided¸ however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

26.Acknowledgements Regarding the Nonqualified Deferred Compensation Rules. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. The Participant acknowledges and agrees that (a) the Participant is not relying upon any written or oral statement or representation of any of the Company, any Affiliate or any of their respective employees, directors, managers, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the Participant’s execution of this Agreement and the grant, settlement and vesting of this Award, and (b) in deciding to enter into this Agreement, the Participant is relying on the Participant’s own judgment and the judgment of the professionals of the Participant’s choice with whom the Participant has consulted. The Participant hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the Participant’s execution of this Agreement and the grant, vesting and settlement of this Award.

27.The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.

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Exhibit B

Founder RSU Award Conditions

1.Vesting of Restricted Stock Units. Upon the first instance of the Company’s achievement, on or before September 20, 2028 (the “Performance Period End Date”), of the applicable Stock Price Hurdles set forth below, subject to your continued employment as Chief Executive Officer or Executive Chairman of the Company through such vesting date (the “Hurdle Achievement Date”), the corresponding number of Restricted Stock Units shall vest on such Hurdle Achievement Date.


Stock Price Hurdle	Number of Restricted Stock Units	Aggregate % of Restricted Stock Units
$18.00	1,322,614	14.29%
$22.00	1,322,614	28.57%
$26.00	1,322,614	42.86%
$30.00	1,322,614	57.14%
$34.00	1,322,614	71.43%
$38.00	1,322,614	85.71%
$42.00	1,322,614	100%

For purposes of the above, the applicable “Stock Price Hurdle” will be deemed achieved upon the first (and only the first) date prior to the Performance Period End Date on which the average closing market price on the New York Stock Exchange (or such other market on which the Company’s Class A Common Stock is then principally listed) of one share of the Company’s Class A Common Stock over a consecutive 90 calendar-day period, equals or exceeds the applicable dollar amount set forth in the table above.

The above Stock Price Hurdles and the corresponding number of Restricted Stock Units shall be equitably and proportionately adjusted in the event of an event set forth in Section 8(c) or Section 8(d) of the Plan.

2.Forfeiture of Restricted Stock Units.

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a)Subject to paragraphs 2(b) and 3(c) of this Exhibit B, any Restricted Stock Units that have not vested as of the termination of your employment shall immediately terminate and be forfeited. For purposes hereof, your employment shall be deemed terminated if you are no longer the Chief Executive Officer or Executive Chairman of the Company (it being understood that service solely as a non-employee member of the Board shall not constitute continued employment for this purpose); provided that, following a Change in Control, you shall be considered to be employed by the Company or an Affiliate so long as you remain in service in any capacity with the Company, an Affiliate, or a corporation or other entity or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for this Award.

b)Notwithstanding the foregoing, in the event your employment is terminated without Cause or you resign for Good Reason, or in the event your employment terminates due to your death or Disability, in each case, prior to a Change in Control (such termination, a “Qualifying Non-CIC Termination”), this Award shall remain outstanding and eligible to vest upon any Hurdle Achievement Date that occurs during the period ending upon the earlier of the Performance End Date or the twenty-four month anniversary following such Non-CIC Termination (the “Post-Termination Period”).

c)For the avoidance of doubt, this Award will automatically terminate with respect to Restricted Stock Units that are then unvested as of the Performance Period End Date (or the last day of the Post-Termination Period, if earlier) with respect to any and all corresponding Stock Price Hurdle(s) that has/have not been achieved by such date.

3.Change in Control.

a)Measurement upon Change in Control. Upon a Change in Control that occurs on or prior to the Performance End Date, the Company’s achievement of the applicable Stock Price Hurdles for any Restricted Stock Units that have not previously attained such Stock Price Hurdles shall be determined based on the Change in Control Price (as defined in the Plan), with straight-line interpolation for any Change in Control Price between Stock Price Hurdles. Any Restricted Stock Units that satisfy any Stock Price Hurdle(s) as of a Change in Control pursuant to the immediately preceding sentence shall vest as of immediately prior to such Change in Control.

b)Unvested RSUs Not Assumed. To the extent that any Restricted Stock Units do not satisfy the Stock Price Hurdles in such case (the “Unvested RSUs”), and to the extent such Unvested RSUs are not assumed, continued or substituted by a successor or acquirer. 50% of such Unvested RSUs shall accelerate and vest immediately prior to and subject to the consummation of such Change in Control, with the remaining 50% of such Unvested RSUs forfeited for no consideration.

c)Unvested RSUs Assumed. To the extent any Unvested RSUs are assumed, continued or substituted by a successor or acquirer, such Unvested RSUs shall vest quarterly over the twelve-month period following the Change in Control, subject to your continued service with the successor or acquirer or its affiliates (and, for the avoidance of doubt, such service would not be limited to the role of Chief Executive Officer or Executive Chairman). In the event your service is terminated without Cause or you resign for Good Reason prior to the vesting of such Unvested RSUs, 50% of the then-unvested portion of such Unvested RSUs would accelerate and vest

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4.Holding Period. You will be required to hold 100% of the Net Shares (as defined below) received as the result of the settlement of any vested Restricted Stock Units pursuant to this Award, for two years following the applicable Hurdle Achievement Date; provided that, (i) you shall be permitted to transfer any Net Shares for estate-planning purposes to a “Family Member” (as such term is used and defined in the Registration Statement on Form S-8 under the Securities Act of 1933, as amended) and (ii) such holding period shall no longer apply in the event your employment is terminated without Cause or you resign for Good Reason. For purposes hereof, “Net Shares” means those shares of Class A Common Stock that remain after shares subject to this Award are sold or withheld, as the case may be, to satisfy any tax obligations arising in connection with the settlement upon vesting of any Restricted Stock Units.

5.Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

a)“Cause” means your employment with the Company is terminated by the Company for any of the following reasons: (i) any material breach by you of any employment agreement or confidentiality and/or proprietary information and invention assignment agreement between you and the Company or any material written policy of the Company and, if curable, your failure to cure such breach within 30 days after receiving written notice thereof; (ii) intentional repeated willful misconduct or gross neglect of your duties and your failure to cure, if curable, such condition within 30 days after receiving written notice thereof; (iii) your willful repeated failure to follow reasonable and lawful instructions from the Board of Directors of the Company, and your failure to cure, if curable, such condition within 30 days after receiving written notice thereof; (iv) your conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; or (v) your commission of or participation in an act of fraud against the Company.

b)“Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.

c)“Good Reason” means your resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your job responsibilities, duties, authority, and following a Change in Control you not serving in the role as Chief Executive Officer of the ultimate parent company in a control group of companies; (ii) you ceasing to report to the Board of Directors of the Company, or following a Change in Control you not reporting directly to the Board of Directors of the ultimate parent company in a control group of companies, (iii), a material breach of by the Company of any employment agreement or confidentiality and/or proprietary information and invention assignment agreement between you and the Company; or (v) a relocation of your principal place of employment that increases your one-way commute by more than 30 miles. In addition, in order to terminate employment for Good Reason, you must notify the Company in writing of the circumstances constituting Good Reason within 30 days after the first occurrence of the circumstance giving rise to Good Reason setting forth the basis for your resignation and the Company shall have 30 days after your written notice is received in which to cure. In the event the Company fails to cure within such 30- day period, you must resign from all positions you hold with the Company effective no later than 90 days after the expiration of such cure period.

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EXHIBIT 10.23

U.S. Employee Form

NERDY INC.

2021 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Pursuant to the terms and conditions of the Nerdy Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Nerdy Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance-based restricted stock units set forth below (this “Award”) on the terms and conditions set forth herein and in the Performance Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.



Participant:

Date of Grant:
Total Number of Performance-Based Restricted Stock Units:
Vesting Schedule:						The Performance Stock Units are subject to achievement of performance-based vesting and time-based vesting as specified on Schedule A.

By accepting this Grant Notice, you agree to be bound by the terms and conditions of the Plan, the Agreement, and this Performance-Based Restricted Stock Unit Award Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan, or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Electronic acceptance of this Grant Notice pursuant to the Company’s instructions to the Participant (including through an online acceptance process) is acceptable.

U.S. Employee Form

EXHIBIT A

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Performance-Based Restricted Stock Unit Award Agreement (together with the Grant Notice to which this Restricted Stock Unit Award Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Nerdy Inc., a Delaware corporation (the “Company”), and (the “Participant”).

1. The Grant. In consideration of the Participant’s past and/or continued employment with the Company or its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth in the Grant Notice, the Company hereby grants the Participant an award consisting of the number of Performance-Based Restricted Stock Units (the “Performance Stock Units”) set forth in the Grant Notice, whereby each Performance Stock Unit represents the right to receive one share of Stock, in accordance with the terms and conditions set forth herein and in the Plan (the “Award”). [The number of Performance Stock Units that you will actually earn and be eligible to vest in will be determined based on the level of achievement of the milestones in accordance with Schedule A attached hereto, with [TARGET NUMBER] Performance Stock Units to be earned if target performance levels are achieved (the “Target Award”).] To the extent that any provision of this Agreement conflicts with the expressly applicable terms of the Plan, Participant acknowledges and agrees that those terms of the Plan shall control and, if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

2. Rights as a Stockholder. The Performance Stock Units granted pursuant to this Agreement do not and shall not entitle Participant to any rights of a holder of Stock prior to the date shares of Stock are issued to Participant in settlement of the Award. Participant’s rights with respect to the Performance Stock Units shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Performance Stock Units lapse in accordance with Sections 5 and 6.

3. Restrictions; Forfeiture. The Performance Stock Units are restricted in that they may not be sold, transferred, or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant and Schedule A, and Stock is issued to Participant as described in Section 4 of this Agreement. The Performance Stock Units are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”).

4. Issuance of Stock. No shares of Stock shall be issued to Participant prior to the date on which the Performance Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Performance Stock Units lapse, in accordance with Sections 5 and 6. After the Performance Stock Units vest pursuant to this Agreement, the Company shall, promptly and within 60 days of such vesting date, cause to be issued Stock registered in Participant’s name in payment of such vested Performance Stock Units upon receipt by the Company of any required tax withholding. The Company shall evidence the Stock to be issued in payment of such vested Performance Stock Units in the manner it deems appropriate. The value of any fractional Performance Stock Units shall be rounded down at the time Stock is issued to Participant in connection with the Performance Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to Participant pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Any Dividend Equivalents credited to Participant’s account during the vesting schedule of the related Performance Stock Units shall become payable to Participant in the form of a lump sum cash payment at the

same time as the related Performance Stock Units are settled in accordance with this Section 4. Neither this Section 4 nor any action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind.

5. Vesting; Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Performance Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will lapse as set forth in the vesting schedule set forth on Schedule A, provided that Participant remains in the employ of the Company or its Subsidiaries until the applicable dates set forth in the vesting schedule. Any shares of Stock underlying the Performance Stock Units that become vested and nonforfeitable will be issued to Participant in payment of Participant’s vested Performance Stock Units as set forth in Section 4.

6. Termination of Employment. If Participant’s employment with the Company or any of its Subsidiaries is terminated for any reason, then those Performance Stock Units for which the Forfeiture Restrictions have not lapsed as of the date of termination shall become null and void and those Performance Stock Units shall be forfeited to the Company. The Performance Stock Units for which the Forfeiture Restrictions have lapsed as of the date of such termination, including Performance Stock Units for which the restrictions lapsed in connection with such termination, shall not be forfeited to the Company and shall be settled as set forth in Section 5. For purposes of this Agreement, Participant shall be considered to be employed by the Company or an Affiliate as long as Participant remains an employee of any of the Company, an Affiliate, or a corporation or other entity or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for this Award. Without limiting the scope of the preceding sentence, it is expressly provided that Participant shall be considered to have terminated employment with the Company (a) when Participant ceases to be an employee of any of the Company, an Affiliate, or a corporation or other entity or a parent or subsidiary of such corporation or other entity assuming or substituting a new award for this award or (b) at the time of the termination of the “Affiliate” status under the Plan of the corporation or other entity that employs Participant.

7. Leave of Absence. This Award shall be subject to any Company policy applicable to treatment of equity Awards upon a leave of absence.

8. Tax Withholding. To the extent that the grant or vesting of this Award results in compensation income or wages to Participant for federal, state, local and/or foreign tax purposes, Participant shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award. Unless otherwise determined by the Committee, the Company’s (or any Subsidiary’s) required tax withholding obligation shall be satisfied in full by an arrangement whereby (i) the Company shall issue to a broker designated by the Company and acting on behalf of the Participant a number of shares of Stock sufficient to satisfy the withholding amount due along with any applicable third-party commission with irrevocable instructions to sell such shares of Stock (“Sell-to-Cover”) and (ii) the proceeds from such Sell-to-Cover shall be remitted to the Company. In the event the proceeds from the Sell-to-Cover are insufficient to fully satisfy the applicable withholding taxes, the Participant authorizes withholding from payroll and any other amounts payable to the Participant, in the same calendar year, and otherwise agrees to make adequate provision through the submission of cash, a check or its equivalent for any sums required to satisfy the remaining withholding taxes. Given that Sell-to-Cover is both mandatory and non-discretionary, it is the intent of the parties that this Section comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the Agreement will be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. The Company and the Participant intend that the representations and requirements set forth in Rule 10b5-1(c)(1)(ii) under the Exchange Act shall be deemed to have been made and satisfied by virtue of the mandatory and non-discretionary Sell-to-Cover requirement of this Section 8. Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of this Award or disposition of the underlying shares and that Participant has been advised, and hereby are advised, to consult a tax

advisor. Participant represents that Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

9. Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares issued or in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. PARTICIPANT IS CAUTIONED THAT ISSUANCE OF STOCK UPON THE VESTING OF PERFORMANCE STOCK UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

10. [Legends. If a stock certificate is issued with respect to shares of Stock issued hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the SEC, any applicable laws or the requirements of the New York Stock Exchange or any other stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.]

11. No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor the award of Performance Stock Units thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. The grant of this Award is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

12. Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

13. No Liability for Good Faith Determinations. The Company and the members of the Board and the Committee shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Performance Stock Units granted hereunder.

14. Execution of Receipts and Releases. Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefore in such form as it shall determine appropriate.

15. No Guarantee of Interests. The Board, the Committee and the Company do not guarantee the Stock of the Company from loss or depreciation.

16. Company Records. Records of the Company or any Affiliate regarding the Participant’s service and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

17. Notices. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

18. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format (including any notices required by Section 17 above), the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

19. Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

20. Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

21. Interpretation. The titles and headings of paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement dictates, the plural shall be read as the singular and the singular as the plural.

extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

23. Consent to Missouri Jurisdiction and Venue. The Participant hereby consents and agrees that state courts located in St. Louis County, Missouri and the United States District Court for the Eastern District of Missouri each shall have personal jurisdiction and proper venue with respect to any dispute between the Participant and the Company arising in connection with the Award or this Agreement. In any dispute with the Company, the Participant will not raise, and the Participant hereby expressly waives, any objection or defense to any such jurisdiction as an inconvenient forum.

24. Company Recoupment of Awards. A Participant’s rights with respect to this Award shall in all events be subject to (a) any right that the Company may have under any Company clawback or recoupment policy or other agreement or arrangement with a Participant (including the Company’s Compensation Recovery Policy) and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the SEC.

25. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to this Award; provided¸ however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

26. Acknowledgements Regarding the Nonqualified Deferred Compensation Rules. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. The Participant acknowledges and agrees that (a) the Participant is not relying upon any written or oral statement or representation of any of the Company, any Affiliate or any of their respective employees, directors, managers, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the Participant’s execution of this Agreement and the grant, settlement and vesting of this Award, and (b) in deciding to enter into this Agreement, the Participant is relying on the Participant’s own judgment and the judgment of the professionals of the Participant’s choice with whom the Participant has consulted. The Participant hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the Participant’s execution of this Agreement and the grant, vesting and settlement of this Award.

27. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.

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EXHIBIT 19.1

NERDY INC.

AMENDED INSIDER TRADING POLICY

(effective November 1, 2023)

This memorandum sets forth the policy of Nerdy Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trading or the appearance of impropriety, to satisfy the Company’s obligation to reasonably supervise the activities of Company personnel, and to help Company personnel avoid the severe consequences associated with violations of insider trading laws. It is your obligation to understand and comply with this Insider Trading Policy and applicable laws.

PART I. OVERVIEW

A. To Whom does this Insider Trading Policy Apply?

This Insider Trading Policy is applicable to the Company’s directors, officers, executives, employees and consultants and their respective “affiliates” (collectively, and solely for the purposes of this Insider Trading Policy, these persons are referred to as “Insiders”) and applies to any and all transactions by such persons in the Company’s securities, including its common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred stock, convertible debentures, warrants, exchange-traded options or other derivative securities), and any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities.

In addition, certain specified Insiders (and their affiliated persons) identified in the Company’s list of Designated Insider(the “Designated Insiders”) must comply with the Trading Procedures set forth in Part II of this Insider Trading Policy (the “Trading Procedures”). The Board shall periodically review the list of Designated Insiders, and the Compliance Officer (as hereinafter defined) shall notify each person so identified of their obligations hereunder. The list of Designated Insiders may be modified from time to time to add or remove individuals as determined by the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, or Compliance Officer without any further action required by the Company’s Board of Directors. Generally, the Trading Procedures require the pre-clearance of all transactions in the Company’s securities by Designated Insiders.

This Insider Trading Policy, including, if applicable, the Trading Procedures contained herein, also applies to the following persons (collectively, these persons and entities are referred to as “Affiliated Persons”):

•your Family Members (“Family Members” are (a) any of the following who reside in the same household as you: your spouse or domestic partner, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws, (b) your children or your spouse’s children who do not reside in the same household as you but are financially dependent on you, (c) any of your other family members who do not reside in your household but whose transactions are directed by you, and (d) any other individual over whose account you have control and to whose financial support you materially contribute. (Materially contributing to financial support would include, for example, paying an individual’s rent but not just a phone bill.).);

•all trusts, family partnerships, and other types of entities formed for your benefit or for the benefit of a Family Member over which you have the ability to influence or direct investment decisions concerning securities;

•all persons who execute trades on your behalf; and

•all investment funds, trusts, retirement plans, partnerships, corporations, and other types of entities over which you have the ability to influence or direct investment decisions concerning securities; provided, however, that the Trading Procedures shall not apply to any such entity that engages in the investment of securities in the ordinary course of its business (e.g., an investment fund or partnership) if such entity has established its own insider trading controls and procedures in compliance with applicable securities laws and an Insider has hereby represented to the Company that such Insider’s affiliated entities: (a) engage in the investment of securities in the ordinary course of their respective businesses; (b) have established insider trading controls and procedures in compliance with applicable securities laws; and (c) are aware such securities laws prohibit any person or entity who has material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.

You are responsible for ensuring compliance with this Insider Trading Policy, including the Trading Procedures contained herein, by all of your Affiliated Persons.

In the event that you leave the Company for any reason, this Insider Trading Policy, including, if applicable, the Trading Procedures contained herein, will continue to apply to you and your Affiliated Persons until the later of: (1) the first trading day following the public

release of earnings for the fiscal quarter in which you leave the Company or (2) the first trading day after any material nonpublic information known to you has become public or is no longer material.

B. What is Prohibited by this Insider Trading Policy?

It is generally illegal for you or your Affiliated Persons to trade in the securities of the Company, whether for your account or for the account of another, while in the possession of material, nonpublic information about the Company. It is also generally illegal for you to disclose material, nonpublic information about the Company to others who may trade on the basis of that information. These illegal activities are commonly referred to as “insider trading.”

When you know or are in possession of material, nonpublic information about the Company, whether positive or negative, you are prohibited from the following activities:

•trading (whether for your account of for the account of another) in the Company’s securities, which includes common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred stock, convertible debentures, warrants, exchange-traded options or other derivative securities), and any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, except for trades made in compliance with the affirmative defense of Rule 10b5-1 under the Exchange Act (explained in Part II, Section C);

•having others trade in the Company’s securities for you;

•giving trading advice of any kind about the Company; and

•disclosing the material, nonpublic information about the Company, whether positive or negative, to anyone else who might then trade, or recommending to anyone that they purchase or sell the Company’s securities when you are aware of material, nonpublic information (these practices are commonly known as “tipping”).

This Insider Trading Policy does not apply to: (1) an exercise of an employee stock option when payment of the Aggregate Exercise Price is made in cash or (2) the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the Insider in compliance with the Trading Procedures.

The policy does apply, however, to: the use of outstanding Company securities to pay part or all of the exercise price of an option, any sale of stock as part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

These prohibitions continue whenever and for as long as you know or are in possession of material, nonpublic information. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

This Insider Trading Policy also prohibits short sales. You may not at any time sell any securities of the Company that are not owned by you at the time of the sale (a “short sale”). You may not buy or sell puts, calls, or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engage in any other hedging transaction with respect to our securities.

You and your Affiliated Persons may trade in Company securities only during four quarterly open trading windows. Unless otherwise advised, the four open trading windows consist of the periods that begin after market close on the first full trading day following the Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual earnings and end at the close of business on the 15th day before the end of the then-current quarter. You and your Affiliated Person may be allowed to trade outside of a trading window only pursuant to a pre-approved Rule 10b5-1 Plan. The Company has adopted a separate Rule 10b5-1 Trade Plan Policy that sets forth the requirements for putting in place a Rule 10b5-1 Plan with respect to Company securities (as explained in Part II, Section C).

C. What is Material, Nonpublic Information?

This Insider Trading Policy prohibits you from trading in the Company’s securities if you are in possession of information about the Company that is both “material” and “nonpublic.” If you have a question whether certain information you are aware of is material or has been made public, you are encouraged to consult with the Company’s Chief Legal Officer (the “Compliance Officer”) or the Compliance Officer’s designee.

“Material” Information

Information about the Company is “material” if it could reasonably be expected to affect the investment or voting decisions of a stockholder or investor, or if the disclosure of the information could reasonably be expected to significantly alter the total mix of information in the marketplace about the Company. In simple terms, material information is any type of information that could reasonably be expected to affect the market price of the Company’s securities. Both positive and negative information may be material. While it is not possible to identify all information that would be deemed “material,” the following items are types of information that should be considered carefully to determine whether they are material:

•projections of future earnings or losses, or other earnings guidance;

•financial results for a completed quarter that are known but have not yet been publicly disclosed;

•earnings or revenue that are inconsistent with the consensus expectations of the investment community;

•potential restatements of the Company’s financial statements, changes in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report;

•pending or proposed corporate mergers, acquisitions, tender offers, joint ventures, or dispositions of significant assets;

•changes in management or the Board of Directors;

•significant actual or threatened litigation or governmental investigations or major developments in such matters;

•a cybersecurity risk or incident, including the discovery of significant vulnerabilities or breaches;

•significant developments regarding products, customers, suppliers, orders, contracts, or financing sources (e.g., the acquisition or loss of a contract);

•changes in dividend policy, declarations of stock splits, or public or private sales of additional securities;

•potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity deficiencies; and

•bankruptcies or receiverships.

By including the list above, the Company does not mean to imply that each of these items above is per se material. The information and events on this list still require determinations as to their materiality (although some determinations will be reached more easily than others). For example, some new products or contracts may clearly be material to a public company; yet that does not mean that all product developments or contracts will be material. This demonstrates, in our view, why no “bright-line” standard or list of items can adequately address the range of situations that may arise. Furthermore, the Company cannot create an exclusive list of events and information that have a higher probability of being considered material.

The Securities and Exchange Commission (the “SEC”) has stated that there is no fixed quantitative threshold amount for determining materiality, and that even very small quantitative changes can be qualitatively material if they would result in a movement in the price of the Company’s securities.

“Nonpublic” Information

Material information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally. To show that information is public, it is necessary to point to some fact that establishes that the information has become publicly available, such as the filing of a report with the SEC, the distribution of a press release through a widely disseminated news or wire service, or by other means that are reasonably designed to provide broad public access. Before a person who possesses material, nonpublic information can trade, there also must be adequate time for the market as a whole to absorb the information that has been disclosed. For the purposes of this Insider Trading Policy, information will be considered public after the close of trading on the first full trading day following the Company’s public release of the information. For that purpose, a full day of trading means a session of regular trading hours on the New York Stock Exchange (“NYSE”) has occurred.

For example as to the issue of material, nonpublic information only, if the Company announces material nonpublic information of which you are aware before trading begins on a Tuesday, the first time you can buy or sell Company securities is the opening of the market on Wednesday. However, if the Company announces this material information after trading begins on that Tuesday, the first time that you can buy or sell Company securities is the opening of the market on Thursday.

D.What are the Penalties for Insider Trading and Noncompliance with this Insider Trading Policy?

Both the SEC and the national securities exchanges, through the Financial Industry Regulatory Authority (“FINRA”), investigate and are very effective at detecting insider trading. The SEC, together with the U.S. Attorneys, pursue insider trading violations vigorously. For instance, cases have been successfully prosecuted against trading by employees in foreign accounts, trading by family members and friends, and trading involving only a small number of shares.

The penalties for violating insider trading or tipping rules can be severe and include:

•disgorgement of the profit gained or loss avoided by the trading;

•payment of the loss suffered by the persons who, contemporaneously with the purchase or sale of securities that are subject of such violation, have purchased or sold, as applicable, securities of the same class;

•payment of criminal penalties of up to $5,000,000;

•payment of civil penalties of up to three times the profit made or loss avoided; and

•imprisonment for up to 20 years.

The Company and/or the supervisors of the person engaged in insider trading may also be required to pay civil penalties of up to the greater of $2,479,282 (subject to periodic inflation adjustments) or three times the profit made or loss avoided, as well as criminal penalties of up to $25,000,000, and could under certain circumstances be subject to private lawsuits.

Violation of this Insider Trading Policy or any federal or state insider trading laws may subject the person violating such policy or laws to disciplinary action by the Company up to and including termination. The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether this Insider Trading Policy has been violated. The Company may determine that specific conduct violates this Insider Trading Policy, whether or not the conduct also violates the law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator before taking disciplinary action.

E.How Do You Report a Violation of this Insider Trading Policy?

If you have a question about this Insider Trading Policy, including whether certain information you are aware of is material or has been made public, you are encouraged to consult with the Compliance Officer or the Compliance Officer’s designee. In addition, if you violate this Insider Trading Policy or any federal or state laws governing insider trading, or know of any such violation by any director, officer, or employee of the Company, you should report the violation immediately to the Compliance Officer. However if the conduct in question involves the Compliance Officer, or if you have reported such conduct to the Compliance Officer and you do not believe the Compliance Officer has dealt with it properly, or if you do not feel that you can discuss the matter with the Compliance Officer, you may raise the matter with the Chief Executive Officer, Chief Financial Officer, or another appropriate officer of the Company.

PART II. TRADING PROCEDURES

A.Special Trading Restrictions Applicable to Designated Insiders

In addition to the restrictions on trading in Company securities set forth above, Designated Insiders and their Affiliated Persons are subject to the following special trading restrictions:

1.Insider Trading Policy Modification

The announcement of the Company’s quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Although a Designated Insider may not know the financial results prior to public announcement, if a Designated Insider engages in a trade before the financial results are disclosed to the public and there is adequate time for the market as a whole to absorb the information that has been disclosed, such trades may give an appearance of impropriety that could subject the Designated Insider and the Company to a charge of insider trading. Therefore, subject to limited exceptions described herein, Designated Insiders may trade in Company securities only during four quarterly open trading windows and then only after obtaining pre-clearance from the Compliance Officer or the Compliance Officer’s designee in accordance with the procedures set forth below. Unless

otherwise advised, the four open trading windows consist of the periods that begin after market close on the first full trading day following the Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual earnings and end at the close of business on the 15th day before the end of the then-current quarter. Insiders and Designated Insiders may be allowed to trade outside of a trading window only (a) pursuant to a pre-approved Rule 10b5-1 Plan as described below or (b) in accordance with the procedure for waivers as described below.

The Company may at any time change this Insider Trading Policy or adopt such other policies or procedures which it considers appropriate to carry out the purposes of its policies regarding insider trading and the disclosure of Company information. Notice of any such change will be delivered to you by regular or electronic mail (or other delivery option used by the Company) by the Company. You will be deemed to have received, be bound by, and agree to revisions of this Insider Trading Policy when such revisions have been delivered to you, unless you object to any revision in a written statement received by the Compliance Officer within two (2) business days of such delivery.

2.Prohibited Transactions

●No Trading During Special Closed Trading Windows. There are times when the Company or certain members of its board of directors, senior management, or support staff may be aware of a material, nonpublic development. Although a Designated Insider may not know the specifics of such development, if a Designated Insider engages in a trade before such development is disclosed to the public with adequate time for the market as a whole to absorb the information that has been disclosed, or it is resolved, such Designated Insider and the Company might be exposed to a charge of insider trading that could be costly and difficult to refute. In addition, a trade by a Designated Insider during such a period could result in adverse publicity for the Company. Therefore, Designated Insiders shall not trade in Company securities if they are notified by the Compliance Officer or the Compliance Officer’s designee that the trading window is closed because of the existence of a material, nonpublic development. The Compliance Officer or the Compliance Officer’s designee will subsequently notify the Designated Insiders once the material, nonpublic development is disclosed to the public with adequate time for the market as a whole to absorb the information that has been disclosed, or it is resolved, and that, as a result, the trading window is again open. While the Compliance Officer will undertake reasonable efforts to notify the Designated Insiders that material, nonpublic events have developed, or are soon likely to develop, it is each Designated Insider’s individual duty to ensure that they do not make any trade in Company securities when

material, nonpublic information exists, regardless of whether such Designated Insider is aware of such development.

●No Company Securities Subject to Margin Calls. No Designated Insider may use the Company’s securities as collateral in a margin account.

●No Pledges. No Designated Insider may pledge Company securities as collateral for a loan (or modify an existing pledge).

3. Gifts.

No Designated Insider may give or make any other transfer of Company securities without consideration (e.g., a gift) during a period when the Designated Insider is not permitted to trade unless the donee agrees not to sell the shares until such time as the Designated Insider can sell.

B.Designated Insiders; Pre-Clearance Procedures

No Designated Insider may trade in Company securities unless the trade has been approved by the Compliance Officer or the Compliance Officer’s designee in accordance with the procedures set forth below (other than in accordance with a 10b5-1 plan, as discussed below). The Compliance Officer or the Compliance Officer’s designee will review and either approve or prohibit any proposed trades by Designated Insiders in accordance with the procedures set forth below. As it relates to the Compliance Officer’s own trades, the Compliance Officer shall consult with the Company’s other officers and/or outside legal counsel and must receive approval for the Compliance Officer’s own trades from the Chief Executive Officer or Chief Financial Officer in order to trade in Company securities (other than in accordance with a 10b5-1 plan, as discussed below).

1.Procedures. No Designated Insider may trade in Company securities (other than in accordance with a 10b5-1 plan) until:

●The Designated Insider has notified the Compliance Officer or the Compliance Officer’s designee of the amount and nature of the proposed trade(s) using the Exhibit A Stock Transaction Request form attached to this Insider Trading Policy. In order to provide adequate time for the preparation of any required reports under Section 16 of the Exchange Act, a Stock Transaction Request form should be received by the Compliance Officer or the Compliance Officer’s designee at least one business day prior to the intended trade date;

●The Designated Insider has certified to the Compliance Officer in writing prior to the proposed trade(s) that the Designated Insider is not in possession of material, nonpublic information concerning the Company;

●The Designated Insider has informed the Compliance Officer, using the Stock Transaction Request form attached hereto, whether, to the Designated Insider’s best knowledge, (a) the Designated Insider has (or is deemed to have) engaged in any opposite way transactions within the previous six months that were not exempt from Section 16(b) of the Exchange Act and (b) if the transaction involves a sale by an “affiliate” of the Company or of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”)), whether the transaction meets all of the applicable conditions of Rule 144; and

●The Compliance Officer or the Compliance Officer’s designee has approved the trade(s) and has certified such approval in writing. Such certification may be made via digitally-signed electronic mail.

The Compliance Officer does not assume the responsibility for, and approval from the Compliance Officer or the Compliance Officer’s designee does not protect the Designated Insider from, the consequences of prohibited insider trading.

2.Additional Information.

Designated Insiders shall provide to the Compliance Officer any documentation reasonably requested by the Designated Insider in furtherance of the foregoing procedures. Any failure to provide such requested information will be grounds for denial of approval by the Compliance Officer.

3.No Obligation to Approve Trades.

The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer to approve any trade requested by a Designated Insider. The Compliance Officer may reject any trading request at the Compliance Officer’s sole discretion.

From time to time, an event may occur that is material to the Company and is known by only a few directors, executives, or certain other Insiders. Designated Insiders may not trade in Company securities if they are notified by the Compliance Officer or the Compliance Officer’s designee that a proposed trade has not been cleared because of the existence of a material, nonpublic development. Even if that particular Designated Insider is not aware of the material, nonpublic development involving the Company, if any Designated Insider engages in a trade before a material, nonpublic development is disclosed to the public with adequate time for the market as a whole to absorb the information that has been disclosed, or that it is resolved, the Designated Insider and the Company might be exposed to a charge of insider trading that could be costly and difficult to refute, even if the Designated Insider was unaware of the development. So long as the event remains material and nonpublic, the Compliance Officer may determine not to approve any transactions in the Company’s securities. The Compliance Officer will subsequently notify the Designated Insider once the material, nonpublic development is disclosed to the public adequate time for the market as a whole to absorb the information that has

been disclosed, or it has resolved. If a Designated Insider requests clearance to trade in the Company’s securities during the pendency of such an event, the Compliance Officer may reject the trading request without disclosing the reason.

4.Completion of Trades.

After receiving written clearance to engage in a trade signed by the Compliance Officer or the Compliance Officer’s designee, a Designated Insider must complete the proposed trade within two (2) business days or make a new trading request.

5.Notification of Brokers of Insider Status; Post-Trade Reporting.

Designated Insiders who are required to file reports under Section 16 of the Exchange Act shall inform their broker dealers that (a) the Designated Insider is subject to Section 16; (b) the broker shall confirm that any trade by the Designated Insider or any of their affiliates has been precleared by the Company, and (c ) the broker is able to provide transaction information to the Designated Insider and/or the Compliance Officer or the Compliance Officer’s designee on the day of a transaction. Any transactions in the Company’s securities by a Designated Insider (including transactions effected pursuant to a Rule 10b5-1 Plan) who is required to file reports under Section 16 of the Exchange Act must be reported to the Compliance Officer on the same day in which such a transaction occurs. Each such report should include the date of the transaction, quantity of shares, price, and broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by sending (or having such Designated Insider’s broker send) duplicate confirmations of trades to the Compliance Officer if such information is received by the Compliance Officer on or before the required date. Compliance by directors and executive officers with this provision is imperative given the requirement of Section 16 of the Exchange Act that these persons generally must report changes in ownership of Company securities within two (2) business days. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the Company’s proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or egregious violators.

C. Exemptions

1.Pre-Approved Rule 10b5-1 Plan.

Transactions effected pursuant to a Rule 10b5-1 Plan (as defined below) approved by the Company will not be subject to the Company’s special trading windows or pre-clearance procedures, and Designated Insiders are not required to complete a Stock Transaction Request form for such transactions. Rule 10b5-1 of the Exchange Act provides an affirmative defense from insider trading liability under the federal securities laws for trading plans, arrangements or instructions that meet certain requirements. A trading plan, arrangement, or instruction that meets the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) enables Insiders and Designated Insiders to establish arrangements to trade in Company securities outside of the Company’s closed trading windows, even when in possession of material, nonpublic information. The

Company has adopted a separate Rule 10b5-1 Trade Plan Policy that sets forth the requirements for putting in place a Rule 10b5-1 Plan with respect to Company securities.

●Employee Benefit Plans.

Exercise of Stock Options. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to the exercise of an option to purchase securities of the Company when payment of the exercise price is made in cash. However, the exercise of an option to purchase securities of the Company is subject to the current reporting requirements of Section 16 of the Exchange Act and, therefore, Insiders and Designated Insiders must comply with the post-trade reporting requirement described in Section C above for any such transaction. In addition, the securities acquired upon the exercise of an option to purchase Company securities are subject to all of the requirements of this Insider Trading Policy, including the Trading Procedures contained herein. Moreover, the Trading Procedures apply to the use of outstanding Company securities to pay part or all of the exercise price of an option, any net option exercise, any exercise of a stock appreciation right, share withholding, any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Tax Withholding on Restricted Stock/Units. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the Insider in compliance with the Trading Procedures.

D. Waivers

A waiver of any provision of this Insider Trading Policy, or the Trading Procedures contained herein, in a specific instance may be authorized in writing by the Compliance Officer or the Compliance Officer’s designee, and any such waiver shall be reported to the Company’s Board of Directors.

PART III. ACKNOWLEDGEMENT

This Insider Trading Policy will be delivered to all current Insiders and Designated Insiders and to all future directors, officers, executives, employees, and consultants at the start of their employment or relationship with the Company. Upon first receiving a copy of this Insider Trading Policy, each individual must acknowledge receiving a copy and agree to comply with the terms of this Insider Trading Policy, and, if applicable, the Trading Procedures contained herein. The acknowledgment must be returned within ten (10) days of receipt to:

Nerdy Inc.

Chris Swenson

Chief Legal Officer

101 South Hanley Road

St. Louis, MO 63105

Email: corporate@nerdy.com

This acknowledgment will constitute consent for the Company to impose sanctions for violation of the Insider Trading Policy, including the Trading Procedures, and to issue any necessary stop-transfer orders to the Company’s transfer agent to ensure compliance.

All directors, officers, executives, employees, and consultants will be required upon the Company’s request to re-acknowledge and agree to comply with the Insider Trading Policy (including any amendments or modifications). For such purpose, an individual will be deemed to have acknowledged and agreed to comply with the Insider Trading Policy, as amended from time to time, when copies of such items have been delivered by regular or electronic mail (or other delivery option used by the Company) by the Compliance Officer or the Compliance Officer’s designee.

* * *

Questions regarding this Insider Trading Policy are encouraged and may be directed to the Compliance Officer or the Compliance Officer’s designee.

Adopted November 1, 2023.

EXHIBIT A

STOCK TRANSACTION REQUEST

Pursuant to Nerdy Inc.’s Insider Trading Policy, I hereby notify Nerdy Inc. (the “Company”) of my intent to trade the securities of the Company as indicated below:

REQUESTER INFORMATION

Insider’s Name: _________________________________________

INTENT TO PURCHASE

Number of shares: __________________________

Intended trade date: __________________________

Means of acquiring shares:

◻

Acquisition through employee benefit plan (please specify):

___________________________________________________________

◻

Purchase through a broker on the open market

◻

Other (please specify): ________________________________________

INTENT TO SELL

Number of shares: __________________________

Intended trade date: __________________________

Means of selling shares:

◻

Sale through employee benefit plan (please specify):

___________________________________________________________

◻

Sale through a broker on the open market

◻

Other (please specify): ________________________________________

SECTION 16

RULE 144 (Not applicable if transaction requested involves a purchase)

◻

I am not subject to Section 16 (check unless the Company has designated you as a Section 16 insider, which only applies to certain Executives).

(for Section 16 insiders) To the best of my knowledge, I have not (and am not deemed to have) engaged in an opposite way transaction within the previous 6 months that was not exempt from Section 16(b) of the Exchange Act.

None of the above.

◻

I am not an “affiliate” of the Company and the transaction requested above does not involve the sale of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended).

◻

To the best of my knowledge, the transaction requested above will meet all of the applicable conditions of Rule 144.

◻

The transaction requested is being made pursuant to an effective registration statement covering such transaction.

◻

None of the above.


CERTIFICATION I hereby certify that I am not (1) in possession of any material, nonpublic information concerning the Company, as defined in the Company’s Statement of Company Policy on Insider Trading and Disclosure and (2) proposing a transaction in contravention of the Company’s Insider Trading Policy or Trading Procedures. I understand that, if I trade while possessing such information or in violation of such policy or procedures, I may be subject to severe civil and/or criminal penalties, and may be subject to discipline by the Company, including termination. ________________________________________ ________________________________________ Insider’s Signature Date AUTHORIZED APPROVAL ________________________________________ ________________________________________ Signature of Compliance Officer (or designee) Date

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-260266) and Form S-8 (Nos. 333-261401, 333-264744, 333-270092, and 333-277392) of Nerdy Inc. of our report dated February 27, 2025 relating to the financial statements, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

February 27, 2025

EXHIBIT 31.1

Certification pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles Cohn, certify that:

1.I have reviewed this annual report on Form 10-K of Nerdy Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 27, 2025	By:	/s/ Charles Cohn
		Name: Charles Cohn
		Title: President and Chief Executive Officer

EXHIBIT 31.2

Certification pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jason Pello, certify that:

1.I have reviewed this annual report on Form 10-K of Nerdy Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 27, 2025	By:	/s/ Jason Pello
		Name: Jason Pello
		Title: Chief Financial Officer

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer of Nerdy Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a)the annual report on Form 10-K for the period ended December 31, 2024, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 27, 2025	By:	/s/ Charles Cohn
		Name: Charles Cohn
		Title: President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Nerdy Inc. and will be retained by Nerdy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Certification Pursuant to

18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Financial Officer of Nerdy Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 27, 2025	By:	/s/ Jason Pello
		Name: Jason Pello
		Title: Chief Financial Officer

COVER - USD ($)	12 Months Ended
COVER - USD ($)	Dec. 31, 2024	Feb. 13, 2025	Jun. 30, 2024
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	1-39595
Entity Registrant Name	NERDY INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1499860
Entity Address, Address Line One	8001 Forsyth Blvd.
Entity Address, Address Line Two	Suite 1050
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	412-1227
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	NRDY
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 123,755,346
Documents Incorporated by Reference	Certain portions of the registrant’s definitive proxy statement for its 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024, are incorporated by reference into Part III of this report.
Entity Central Index Key	0001819404
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		118,051,627
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		64,395,418

AUDIT INFORMATION	12 Months Ended
AUDIT INFORMATION	Dec. 31, 2024
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	St. Louis, Missouri
Auditor Firm ID	238

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 190,231	$ 193,399	$ 162,665
Cost of revenue	61,837	56,952	49,732
Gross Profit	128,394	136,447	112,933
Sales and marketing expenses	71,623	68,448	74,183
General and administrative expenses	126,879	125,570	129,559
Operating Loss	(70,108)	(57,571)	(90,809)
Unrealized loss (gain) on derivatives, net	0	13,385	(26,620)
Interest income	(3,104)	(3,377)	(483)
Other expense (income), net	23	(19)	183
Loss before Income Taxes	(67,027)	(67,560)	(63,889)
Income tax expense	115	109	19
Net Loss	(67,142)	(67,669)	(63,908)
Net loss attributable to noncontrolling interests	(24,557)	(27,495)	(28,509)
Net Loss Attributable to Class A Common Stockholders	$ (42,585)	$ (40,174)	$ (35,399)
Loss per share of Class A Common Stock:
Basic (in dollars per share)	$ (0.38)	$ (0.41)	$ (0.41)
Diluted (in dollars per share)	$ (0.38)	$ (0.41)	$ (0.41)
Weighted-Average Shares of Class A Common Stock Outstanding:
Basic (in shares)	111,695	97,157	85,873
Diluted (in shares)	111,695	97,157	85,873

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net Loss	$ (67,142)	$ (67,669)	$ (63,908)
Foreign currency translation adjustments	(19)	74	(266)
Total Comprehensive Loss	(67,161)	(67,595)	(64,174)
Comprehensive loss attributable to noncontrolling interests	(24,564)	(27,464)	(28,627)
Total Comprehensive Loss Attributable to Class A Common Stockholders	$ (42,597)	$ (40,131)	$ (35,547)

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 52,541	$ 74,824
Accounts receivable, net	7,335	15,398
Other current assets	4,838	4,815
Total Current Assets	64,714	95,037
Fixed assets, net	17,148	16,388
Goodwill	5,717	5,717
Intangible assets, net	2,430	3,061
Other assets	2,498	4,541
Total Assets	92,507	124,744
Current Liabilities
Accounts payable	2,555	3,443
Deferred revenue	15,263	20,480
Other current liabilities	10,509	11,682
Total Current Liabilities	28,327	35,605
Other liabilities	3,067	3,533
Total Liabilities	31,394	39,138
Commitments and Contingencies (See Note 17)
Stockholders’ Equity
Additional paid-in capital	597,308	567,709
Accumulated deficit	(557,866)	(515,281)
Accumulated other comprehensive income	19	31
Total Stockholders’ Equity Excluding Noncontrolling Interests	39,479	52,477
Noncontrolling interests	21,634	33,129
Total Stockholders’ Equity	61,113	85,606
Total Liabilities and Stockholders’ Equity	92,507	124,744
Class A Common Stock
Stockholders’ Equity
Common stock	12	11
Class B Common Stock
Stockholders’ Equity
Common stock	$ 6	$ 7

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock issued (in shares)	117,699,000	106,416,000
Common stock, shares outstanding (in shares)	117,699,000	106,416,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized (in shares)	150,000,000	150,000,000
Common stock issued (in shares)	64,395,000	67,256,000
Common stock, shares outstanding (in shares)	64,395,000	67,256,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities
Net Loss	$ (67,142)	$ (67,669)	$ (63,908)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization	6,956	6,166	5,919
Amortization of intangibles	614	606	602
Unrealized loss (gain) on derivatives, net	0	13,385	(26,620)
Non-cash stock-based compensation expense	41,089	44,269	47,244
Other	0	1,940	0
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net	8,063	(3,802)	(6,275)
(Increase) decrease in other current assets	(78)	972	125
Decrease in other assets	1,889	527	1,232
Decrease in accounts payable	(170)	(474)	(391)
Decrease in deferred revenue	(5,217)	(5,059)	(4,466)
(Decrease) increase in other current liabilities	(959)	3,287	(188)
Decrease in other liabilities	(648)	(1,708)	(1,276)
Net Cash Used In Operating Activities	(15,603)	(7,560)	(48,002)
Cash Flows From Investing Activities
Capital expenditures	(6,863)	(6,887)	(5,317)
Net Cash Used In Investing Activities	(6,863)	(6,887)	(5,317)
Cash Flows From Financing Activities
Payments of warrant and earnout transaction costs	0	(1,940)	0
Payments to legacy investors	0	0	(767)
Other	0	0	(233)
Net Cash Used In Financing Activities	0	(1,940)	(1,000)
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash	(1)	(20)	(13)
Net Decrease in Cash, Cash Equivalents, and Restricted cash	(22,467)	(16,407)	(54,332)
Cash, Cash Equivalents, and Restricted Cash, Beginning of Year	75,140	91,547	145,879
Cash, Cash Equivalents, and Restricted Cash, End of Year	52,673	75,140	91,547
Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software	42,669	46,710	49,646
Purchase of fixed assets included in accounts payable	2	731	0
Cash paid for income taxes	117	93	38
Capitalized internal use software
Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software	$ 1,580	$ 2,441	$ 2,402

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Noncontrolling Interests
Beginning balance, common (in shares) at Dec. 31, 2021				83,913	73,987
Beginning balance, stockholders' equity at Dec. 31, 2021	$ 95,805			$ 8	$ 7	$ 490,220	$ (439,708)	$ 136	$ 45,142
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(63,908)						(35,399)		(28,509)
Stock-based compensation	49,651					46,818			2,833
Foreign currency translation adjustments	(266)							(148)	(118)
Activity under stock compensation plans (in shares)				5,534	1,168
Activity under stock compensation plans	(232)			$ 1		(233)
Conversion of combined interests into Class A common stock (in shares)				5,849	(5,849)
Conversion of combined interests into Class A common stock	0					3,005			(3,005)
Rebalancing of controlling and noncontrolling interests	0					(17,779)			17,779
Ending balance, common (in shares) at Dec. 31, 2022				95,296	69,306
Ending balance, stockholders' equity at Dec. 31, 2022	81,050			$ 9	$ 7	522,031	(475,107)	(12)	34,122
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(67,669)						(40,174)		(27,495)
Stock-based compensation	46,710					45,963			747
Foreign currency translation adjustments	74							43	31
Activity under stock compensation plans (in shares)				8,388	645
Activity under stock compensation plans	0			$ 2		(2)
Conversion of combined interests into Class A common stock (in shares)				1,193	(1,193)
Conversion of combined interests into Class A common stock	0					485			(485)
Warrant transactions (in shares)				4,306	513
Warrant transactions	15,489					14,602			887
Earnout transactions (in shares)				(2,767)	(2,015)
Earnout transaction	9,952					5,691			4,261
Rebalancing of controlling and noncontrolling interests	0					(21,061)			21,061
Ending balance, common (in shares) at Dec. 31, 2023		106,416	67,256	106,416	67,256
Ending balance, stockholders' equity at Dec. 31, 2023	85,606			$ 11	$ 7	567,709	(515,281)	31	33,129
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(67,142)						(42,585)		(24,557)
Stock-based compensation	42,669					42,355			314
Foreign currency translation adjustments	(19)							(12)	(7)
Activity under stock compensation plans (in shares)				8,303	119
Activity under stock compensation plans	0			$ 1		(1)
Conversion of combined interests into Class A common stock (in shares)				2,980	(2,980)
Conversion of combined interests into Class A common stock	(1)				$ (1)	1,160			(1,160)
Rebalancing of controlling and noncontrolling interests	0					(13,915)			13,915
Ending balance, common (in shares) at Dec. 31, 2024		117,699	64,395	117,699	64,395
Ending balance, stockholders' equity at Dec. 31, 2024	$ 61,113			$ 12	$ 6	$ 597,308	$ (557,866)	$ 19	$ 21,634

BACKGROUND	12 Months Ended
BACKGROUND	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND	BACKGROUND Nerdy Inc. (along with its consolidated subsidiaries, “Nerdy” or “the Company”) operates a platform for live online learning. The Company’s purpose-built proprietary platform leverages technology, including artificial intelligence (“AI”), to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Nerdy’s comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, tutor chat, essay review, adaptive assessments, and self-study tools. Nerdy’s flagship business, Varsity Tutors LLC (“Varsity Tutors”), is a platform for live online tutoring and classes. Its solutions are available directly to Learners (“Consumer(s)”), as well as through education systems (“Institution(s)”). Nerdy’s platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality, live online learning. Nerdy’s offerings include Varsity Tutors for Schools, a product suite that leverages the Company’s platform capabilities to offer high-dosage tutoring and its online learning solutions to Institutions. Nerdy has built a diversified business across the following audiences: K-8, High school, College, Graduate School, and Professional. Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities (“TPG Pace”) and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”) and Varsity Tutors for Schools LLC (“Varsity Tutors for Schools”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow. Nerdy Inc. has the following classes of securities issued and outstanding: Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”). The shares of Class B Common Stock are owned by the Legacy Nerdy Holders (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy LLC has units issued and outstanding (the “OpCo Units”) to its members, the legacy holders of Nerdy LLC (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC. The Public and FPA Warrant Exchange, the Private Warrant Transaction, and the Earnout Transaction Prior to the Public and FPA Warrant Exchange and the Private Warrant Transaction (both terms defined below), Nerdy Inc. had warrants that consisted of TPG Pace’s previously outstanding private placement warrants and public warrants to purchase Class A ordinary shares that were converted into corresponding private placement warrants to purchase Class A Common Stock (the “Private Placement Warrant(s)”) and public warrants to purchase Class A Common Stock (the “Public Warrant(s)”). Additionally, Nerdy Inc. also issued warrants to purchase Class A Common Stock in connection with a forward purchase agreement (the “FPA Warrant(s)”). Nerdy LLC had previously outstanding warrants to purchase OpCo Units (the “OpCo Warrant(s)”). The Private Placement Warrants, the Public Warrants, the FPA Warrants, and the OpCo Warrants are collectively referred to herein as the “Warrant(s).” Prior to the Earnout Transaction (as defined below), of the total shares and units issued and outstanding, Nerdy Inc. had 8,000 shares or units of (i) Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, that were subject to forfeiture (the “Earnout(s)”). Public and FPA Warrant Exchange On September 25, 2023, the Company concluded an offer to holders of its then-outstanding Public Warrants and FPA Warrants, which provided such holders the opportunity to receive 0.25 shares of Nerdy Inc.’s Class A Common Stock (the “Public Offer exchange rate”) in exchange for each Public Warrant and FPA Warrant tendered by such holders (the “Offer”). At the closing of the Offer, all remaining outstanding Public and FPA warrants that were not exchanged at the election of the holder were converted into 0.225 shares of Class A Common Stock. As a result, 12,000 Public Warrants and FPA Warrants were exchanged for 2,992 shares of Nerdy Inc.’s Class A Common Stock, with a nominal cash settlement in lieu of fractional shares. No Public Warrants and FPA Warrants remained outstanding after these exchanges. Private Warrant Transaction Concurrently with the Offer, holders of the then-outstanding Private Placement Warrants and the OpCo Warrants agreed to amend the warrant agreement to require that upon the closing of the Offer that (a) each Private Placement Warrant be automatically exchanged or exercised on a cashless basis into shares of Class A Common Stock and (b) each OpCo Warrant that is outstanding be automatically exercised on a cashless basis into OpCo Units with an equivalent number of shares of Class B Common Stock being issued, in each case, at the same ratio as the Public Offer exchange rate (the “Private Warrant Transaction”, together with the Public and FPA Warrant Exchange, the “Warrant Transactions”). As a result of the Private Warrant Transaction, 5,281 Private Placement Warrants were exchanged or exercised on a cashless basis for 1,314 shares of the Company’s Class A Common Stock, with a nominal cash settlement in lieu of fractional shares and 2,052 OpCo Warrants were exchanged or exercised on a cashless basis for 513 OpCo Units (with an equivalent number of shares of Class B Common Stock), with a nominal cash settlement in lieu of fractional shares. No Private Placement Warrants and OpCo Warrants remained outstanding after the Private Warrant Transaction. Earnout Transaction Concurrently with the Offer, holders of the then-outstanding Earnouts agreed to forfeit (and thus surrender for cancellation) 60% of the Earnouts they held and agreed that the remaining 40% of the Earnouts will no longer be subject to potential forfeiture and will be either regular shares of Class A Common Stock or regular OpCo Units (with an equivalent number of regular shares of Class B Common Stock) (the “Earnout Transaction”). As a result of the Earnout Transaction, 2,764 shares of Class A Common Stock and 2,015 OpCo Units (with an equivalent number of shares of Class B Common Stock) were cancelled and 1,842 shares of Class A Common Stock and 1,343 OpCo Units (with an equivalent number of shares of Class B Common Stock) remain outstanding after the Earnout Transaction and are no longer subject to forfeiture. The 36 Earnouts held by the Company are now regular shares of Class A Common Stock and are no longer subject to forfeiture. Transaction Expenses In connection with these transactions, the Company incurred expenses of $1,940 the year ended December 31, 2023, which were included in “General and administrative expenses” in the Consolidated Statements of Operations

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Principles of Consolidation The consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC, management concluded Nerdy LLC was not a variable interest entity as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries are consolidated with and into Nerdy’s Inc.’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, internal-use software, and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions, and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s chief executive officer, in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Consolidated information is used to monitor budget versus actual results in order to asses the performance of the Company’s one operating segment. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S. For additional segment information, see Note 19. Fair Value The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1 - Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2 - Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3 - Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. Foreign Currency Translation The Company operates foreign businesses in the United Kingdom and Canada. The functional currencies of these businesses are the local currencies. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive income” as a component of “Stockholders’ Equity” on the Consolidated Balance Sheets. Revenue Recognition and Deferred Revenue The Company recognizes revenue from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of contracts with Learners and Institutions, who are its customers, when they are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company generates revenue by selling tutoring services to Learners and Institutions that are fulfilled by Experts, who deliver instruction on its behalf through its proprietary Live Learning Platform. The Company provides a significant service of integrating instruction services, which are provided by Experts on its behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to Learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that we are the principal in transactions with Learners and Institutions. The Company does not have any incremental costs to obtain or fulfill a contract that require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less. Learners The Company’s revenue from contracts with Learners, which are generally short-term in duration (one year or less), is recognized as performance obligations are satisfied. Contracts with Learners are sold through Learning Memberships, whereby Learners pay a fixed monthly rate over the contract term. Revenue earned through Learning Memberships is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as Learners are not obligated to meet with the same Expert for a minimum number of sessions), the Company concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to Learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. Cash for the purchase of services by Learners is generally collected monthly in advance and recorded to deferred revenue until the services are used by the Learner. The Company recognizes revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire each month for Learning Memberships) with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. Institutions The Company’s revenue from contracts with Institutions, which are generally short-term in duration (one year or less), is recognized from services as performance obligations are satisfied. Contracts with Institutions are generally sold through access-based subscriptions, whereby Institutions pay a fixed rate over the contract term. The Company has also sold prepaid high-dosage contracts, which consist of payments for services that can be redeemed following the date of first payment or payments after services are completed. Revenue is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the Institutions receive benefit from the completion of each session (as Institutions are not obligated to meet with the same Expert for a minimum number of sessions), the Company concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by Institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to the Institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For Institutions that do not pay in advance, the Company typically invoices these Institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for credit losses. Per the terms of the access-based, subscription contracts, purchased services can be redeemed for a set period of time from the date of payment. Per the terms of the prepaid high-dosage contracts, services purchased by Institutions are generally redeemed following the date of the first payment or payments after services are completed. The Company recognizes revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire after a stated usage period) with the Institution based on historical usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. Cost of Revenue Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, amortization of capitalized technology costs, including stock-based compensation, and other costs required to deliver services to Learners and Institutions. Expert costs are recognized as services are provided to Learners. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial Institutions, are stated at cost and approximate fair value. Accounts Receivable, Net The Company’s accounts receivable relate to sales of services which have not been collected and contractual amounts due to the Company. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Allowance for Credit Losses The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience and economic trends. Accounts receivable are written off as a decrease to the allowance for credit losses when all collection efforts have been exhausted and an account is deemed uncollectible. Prepaid Expenses Prepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, advertising, and other operating costs, which are of continuing benefit to the Company. The amounts reported as assets on the Consolidated Balance Sheets within “Other current assets” were $3,722 and $3,129 as of December 31, 2024 and 2023, respectively. Fixed Assets, Net Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of information technology (“IT”) equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets. Depreciation of fixed assets other than capitalized internal use software is included in “General and administrative expenses” in the Consolidated Statements of Operations. Estimated useful lives range from one to seven years for furniture and fixtures; the shorter of lease term or seven years for leasehold improvements; one to three years for office equipment; and one to four years for other fixed assets. Repair and maintenance costs are expensed as incurred. Any gains and losses incurred on the sale or disposals of assets are included in “General and administrative expenses” in the Consolidated Statements of Operations. The Company capitalizes certain costs, including stock-based compensation, associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use, it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. For additional information on fixed assets and internal use software, see Note 10. Goodwill Goodwill recorded by the Company relates to the assets of a previously acquired business. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. At both December 31, 2024 and 2023, “Goodwill” reported on the Consolidated Balance Sheets was $5,717. Intangible Assets Intangible assets consist solely of definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. Amortization of the definite-lived intangible assets is provided on a straight-line basis over 10 years and is included in “General and administrative expenses” in the Consolidated Statements of Operations. For additional information on intangible assets, see Note 11. Recoverability of Assets The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. The Company groups assets at the lowest level for which cash flows are separately identifiable. In general, an asset group is deemed impaired and written down to its fair value if estimated related undiscounted future cash flows are less than its carrying amount. The Company conducts a definite-lived asset impairment assessment when events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. For the years ended December 31, 2024, 2023, and 2022, the Company concluded there were no events or changes in circumstances that would indicate an impairment of its definite-lived assets. The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative goodwill impairment test would be performed. The Company’s qualitative assessment requires management to make judgments surrounding macroeconomic, industry and market factors, as well as the overall condition and performance of the Company, and other relevant entity-specific events. The Company conducted qualitative goodwill impairment assessments and concluded there were no impairments of goodwill as of December 31, 2024, 2023, and 2022. These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14. Leases The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which their associated obligation is incurred. Sublease income is recognized in the period in which the income is earned. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date, and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment. Stock-based Compensation The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line or graded (when applicable) over the period during which the employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). Any forfeitures of stock-based compensation are recorded as they occur. See Note 18 for disclosures related to stock-based compensation. Marketing Expenses Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search, and other paid channels. Marketing expenses also include costs associated with the delivery of the Company’s large format classes, including StarCourse costs, costs related to contracts that only provide platform access to Institutions, and expenditures across new marketing channels to drive brand awareness and reach. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Consolidated Statements of Operations. Marketing expenses were $39,593, $43,043, and $45,113 for the years ended December 31, 2024, 2023, and 2022, respectively. Income Taxes Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of net taxable income or loss and any related tax credits of Nerdy LLC. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities, and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals, or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. Additionally, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information on income taxes, see Note 7. Net Earnings (Loss) Per Share Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of non-qualified stock options (“Stock Option(s)”), stock appreciation rights (“SAR(s)”), restricted stock awards (“RSA(s)”), restricted stock units (“RSU(s)”), if any, using the “treasury stock” method and the Combined Interests (as defined in Note 4) that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. Prior to the Warrant Transactions and Earnout Transaction (see Note 1), the average number of shares of Class A Common Stock used for diluted earnings (loss) per share was also adjusted for the dilutive effect of Warrants and Earnouts, if any, using the “treasury stock” method. Net earnings (loss) for diluted earnings (loss) per share is adjusted for Nerdy Inc.’s share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to dilutive securities. Additionally, net earnings (loss) for diluted earnings (loss) per share was adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent they were dilutive. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented. Prior to the Earnout Transaction (see Note 1), the Company had outstanding Earnouts, that were subject to forfeiture. In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts were excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnouts would have been included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds were met and they were no longer subject to forfeiture. Additionally, for the periods when they were outstanding, Earnouts did not participate in losses but were eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, were considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share was computed using the two-class method. Under the two-class method, net earnings attributable to Class A Common Stock, if any, were allocated to Class A Common Stock and Earnouts as if all of the net earnings for the period had been distributed. Defined Contribution Plan The Company sponsors a defined contribution 401(k) plan under which it makes matching contributions. The Company expensed $1,316, $1,105, and $868 for the years ended December 31, 2024, 2023, and 2022, respectively.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS	12 Months Ended
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS	Dec. 31, 2024
Accounting Changes and Error Corrections [Abstract]
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS	RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on the results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) based on current information. Recently Issued In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for annual periods beginning after December 15, 2026 (i.e., Nerdy’s financial statements for the year ending December 31, 2027), and for interim periods within fiscal years beginning after December 15, 2027. Early adoption permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company’s adoption of this ASU will result in expanded disclosures related to income taxes but will not have a material impact on the Company’s financial statements. Recently Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing segment disclosures in ASC Topic 280. This ASU requires a retrospective method of adoption. The Company’s adoption of this ASU resulted in new disclosures related to segments (as the Company has been and continues to be an entity with a single reportable segment) but did not have a material impact on the Company’s financial statements. For additional information, see Note 19.

NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2024

Noncontrolling Interest [Abstract]

NONCONTROLLING INTERESTS

The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the periods presented.


	As Of and For The Year Ended December 31,
	2024		2023		2022
OpCo Units
Nerdy Inc.
Beginning of period	106,416		90,654		79,271

Vesting or exercise of equity awards	8,303		8,388		5,534
Conversion of Combined Interests into Class A Common Stock	2,980		1,193		5,849
Issuance of OpCo units as a result of the Warrant Transactions	—		4,306		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		1,875		—
End of period	117,699		106,416		90,654
Legacy Nerdy Holders
Beginning of period	67,256		65,948		70,629

Vesting or exercise of equity awards	119		645		1,168
Conversion of Combined Interests into Class A Common Stock	(2,980)		(1,193)		(5,849)
Issuance of OpCo units as a result of the Warrant Transactions	—		513		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		1,343		—
End of period	64,395		67,256		65,948
Total
Beginning of period	173,672		156,602		149,900

Vesting or exercise of equity awards	8,422		9,033		6,702

Issuance of OpCo units as a result of the Warrant Transactions	—		4,819		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		3,218		—
End of period	182,094		173,672		156,602
Ownership Percentage
Nerdy Inc.
Beginning of period	61.3	%	57.9	%	52.9	%
End of period	64.6	%	61.3	%	57.9	%
Legacy Nerdy Holders
Beginning of period	38.7	%	42.1	%	47.1	%
End of period	35.4	%	38.7	%	42.1	%

REVENUE

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE

The following table presents the Company’s revenue by business category for the periods presented.


	Year Ended December 31,
	2024		%		2023		%		2022		%
Consumer	$	154,230	81	%	$	158,654	82	%	$	140,820	86	%
Institutional	35,277		18	%	33,815		17	%	19,054		12	%
Other (a)	724		1	%	930		1	%	2,791		2	%
Revenue	$	190,231	100	%	$	193,399	100	%	$	162,665	100	%

(a)Other consists of EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) and other services.


	December 31,
	2024		2023
Accounts receivable, net	$	7,335	$	15,398
Deferred revenue	$	15,263	$	20,480

RESTRUCTURING

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING

Restructuring charges and the associated liabilities for employee-related costs are shown in the following table.






Balance, December 31, 2022	$	113
Charge to expense	841
Cash payments	(954)
Non-cash charges	—
Balance, December 31, 2023	$	—

Total expected restructuring charges	$	2,320
Cumulative restructuring charges incurred to date	2,320
Remaining expected restructuring charges	$	—

INCOME TAXES

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

The following table presents expense for income taxes for the periods presented.


	Year Ended December 31,
	2024			2023			2022
Current:
Federal	$	—		$	—		$	—
State and local	115			109			19

	115			109			19
Deferred:
Federal	—			—			—
State and local	—			—			—

	—			—			—
Income tax expense	$	115		$	109		$	19

Loss before income taxes	$	(67,027)		$	(67,560)		$	(63,889)
Effective income tax rate	(0.17)		%	(0.16)		%	(0.03)		%

Income tax expense recorded during the years ended December 31, 2024, 2023, and 2022 represents amounts owed to state authorities.

The following table presents a reconciliation of income tax expense with amounts computed at the federal statutory tax rate for the periods presented.


	Year Ended December 31,
	2024		2023		2022
Computed tax (21%)	$	(14,076)	$	(14,188)	$	(13,417)
Partnership outside basis adjustments	47		2,266		(3,840)
Income tax benefit attributable to NCI	6,180		6,979		7,085
Income tax credit	(630)		(1,121)		(412)
Change in valuation allowance charged to expense	11,019		11,907		14,301
State income tax benefit, net of effect on federal tax	(2,699)		(2,888)		(2,406)
Other, net	274		(2,846)		(1,292)
Income tax expense	$	115	$	109	$	19


	December 31, 2024						December 31, 2023
	Assets		Liabilities		Net		Assets		Liabilities		Net
Investment in Nerdy LLC (a)	$	77,424	$	—	$	77,424	$	72,759	$	—	$	72,759
Net operating loss and credit carryforwards	46,094		—		46,094		34,504		—		34,504
Other items	191		—		191		—		—		—
Total gross deferred income taxes	123,709		—		123,709		107,263		—		107,263
Valuation allowance	(123,709)		—		(123,709)		(107,263)		—		(107,263)
Total deferred taxes	$	—	$	—	$	—	$	—	$	—	$	—

The following table summarizes changes to the Company’s valuation allowance for the periods presented.


	As Of and For The Year Ended December 31,
	2024		2023		2022
Balance, beginning of year	$	(107,263)	$	(86,774)	$	(60,483)

Provision charged to expense	(11,019)		(11,907)		(14,301)
Provision charged to additional paid-in capital	(5,427)		(8,582)		(11,990)
Balance, end of year	$	(123,709)	$	(107,263)	$	(86,774)

LOSS PER SHARE

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

LOSS PER SHARE


	Year Ended December 31,
	2024		2023		2022
Net Loss Attributable to Class A Common Stockholders	$	(42,585)	$	(40,174)	$	(35,399)
Less: Undistributed net earnings attributable to participating securities	—		—		—
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share	$	(42,585)	$	(40,174)	$	(35,399)
















Weighted-average shares of Class A Common Stock for basic and diluted loss per share	111,695		97,157		85,873


Basic and Diluted loss per share of Class A Common Stock	$	(0.38)	$	(0.41)	$	(0.41)

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the periods presented as they were anti-dilutive.


	Year Ended December 31,
	2024	2023	2022
Stock options	1,919	1,394	974
Stock appreciation rights	5,713	5,759	6,548
Restricted stock awards	—	119	866
Restricted stock units	14,893	15,072	14,683
Restricted stock units - founder’s award	9,258	9,258	9,258
Warrants	—	—	19,311
Earnouts	—	—	7,964
Combined Interests that can be converted into shares of Class A Common Stock	64,395	67,256	65,948

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

12 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.


	December 31,
	2024		2023		2022
Cash and cash equivalents	$	52,541	$	74,824	$	90,715
Restricted cash included in Other current assets	132		184		516
Restricted cash included in Other assets	—		132		316
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows	$	52,673	$	75,140	$	91,547

FIXED ASSETS, NET

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

FIXED ASSETS, NET

Fixed assets, net consisted of:


	December 31,
	2024		2023
Capitalized internal use software	$	44,172	$	37,066
Office equipment	3,744		3,169
Leasehold improvements	1,944		1,855
Furniture & fixtures	548		604
Other	800		800
	51,208		43,494
Accumulated depreciation	(34,060)		(27,106)
	$	17,148	$	16,388


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Amortization expense related to capitalized internal use software	Cost of revenue	$	6,058	$	5,268	$	4,865
Depreciation expense	General and administrative expenses	898		898		1,054

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET


	December 31,
	2024		2023
Carrying amount	$	6,075	$	6,122
Accumulated amortization	(3,645)		(3,061)
	$	2,430	$	3,061

The following table presents amortization expense related to intangible assets recorded by the Company in the Consolidated Statements of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Amortization expense related to intangible assets	General and administrative expenses	$	614	$	606	$	602

For the definite-lived intangible assets recorded as of December 31, 2024, estimated amortization expense for the next five years is as follows:


2025	$	608
2026	608
2027	607
2028	607
2029	—

OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2024

Other Liabilities Disclosure [Abstract]

OTHER CURRENT LIABILITIES


	December 31,
	2024		2023
Accrued compensation	2,782		3,402
Accrued legal settlements	2,000		2,075
Operating lease liabilities	928		1,317
Accrued taxes	874		1,020
Accrued insurance	706		940
Accrued credit card	547		718
Customer refunds	444		481
Accrued score guarantee	121		139
Other	2,107		1,590
	$	10,509	$	11,682

DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

The following table presents the effects of the Company’s derivative instruments on the Company’s Consolidated Statement of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Non-employee Warrants	Unrealized loss (gain) on derivatives, net	$	—	$	11,091	$	(12,812)
Non-employee Earnouts	Unrealized loss (gain) on derivatives, net	—		2,294		(13,808)
		$	—	$	13,385	$	(26,620)

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities also include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. For additional information on definite-lived assets and goodwill, see Notes 2, 10, and Note 11. There were no fair value measurement adjustments recognized related to definite-lived assets and goodwill during the years ended December 31, 2024, 2023, and 2022.

LEASES

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

LEASES

The following table presents the balance sheet location of the Company’s operating leases.


	December 31,
	2024		2023
ROU assets
Other assets	$	2,498	$	3,612

Lease liabilities:
Other current liabilities	$	928	$	1,317
Other liabilities	2,399		3,348
Total lease liabilities	$	3,327	$	4,665

The following table presents maturities of the Company’s operating lease liabilities as of December 31, 2024.


	December 31, 2024
2025	$	1,200
2026	567
2027	577
2028	588
2029	599
Thereafter	815
Total future minimum payments	$	4,346
Less: Implied interest	1,019
Total lease liabilities	$	3,327

The following table presents supplemental operations statement information related to the Company’s operating leases and sublease agreements for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Operating lease expense	General and administrative expenses	$	1,476	$	1,577	$	1,541
Variable lease expense	General and administrative expenses	19		179		110

Sublease income	General and administrative expenses	(1,047)		(1,028)		(1,008)

(a)Rent expense and sublease income as reported under ASC Topic 840, Leases.

RELATED PARTIES	12 Months Ended
RELATED PARTIES	Dec. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIES Tax Receivable Agreement Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the reverse recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement, as amended; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. If Nerdy Inc. elects to terminate the Tax Receivable Agreement early, Nerdy Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it to the TRA Holders under the Tax Receivable Agreement (based upon certain valuation assumptions and deemed events set forth in the Tax Receivable Agreement). As of December 31, 2024, Nerdy Inc. has not recognized a liability of $117,156 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the years ended December 31, 2024, 2023, or 2022. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within earnings.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings Independent Contractor Classification Matters Varsity Tutors, a consolidated subsidiary of the Company, is subject to various legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of third-party Experts on its platform as independent contractors, and claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. Varsity Tutors disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters. In 2019, a Complaint was filed in a Superior California Court against Varsity Tutors alleging that Varsity Tutors misclassified California tutors as independent contractors as opposed to employees in violation of the California Labor Code and seeking penalties and other remedies under California’s Private Attorneys General Act (“PAGA”). In October 2023, Varsity Tutors agreed to a settlement in this matter. The Court has approved this settlement, which Varsity Tutors will pay in the first quarter of 2025. The Company expensed $1,700 related to this matter during the year ended December 31, 2023, which was included in “General and administrative expenses” in the Consolidated Statements of Operations. At December 31, 2024 and 2023, the Company accrued $2,000 for this matter, which was included in “Other current liabilities” on the Consolidated Balance Sheets. For other proceedings challenging the classification of third-party Experts on its platform as independent contractors, the Company believes that it is at most only reasonably possible and not probable that Varsity Tutors will incur a loss under these legal and regulatory proceedings because of the Company’s significant experience with such claims of this nature, as well as the Company’s analysis of the facts and circumstances related to current claims. Additionally, the amount of loss cannot be reasonably estimated because the amount of loss contingency is often based on certain variable inputs (e.g., platform usage by the Expert, number of plaintiffs/claimants, jurisdiction, etc.) which make the determination of a range of loss not possible. As a result, there was no accrual recorded on the Consolidated Balance Sheets at December 31, 2024 or 2023 related to these matters. No expense was recorded in the years ended December 31, 2024, 2023, or 2022 related to these matters. Other The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations, or cash flows of the Company. Although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations, or cash flows of the Company. Executive Agreements The Company maintains executive services agreements with certain members of its executive management team which contain separation from service clauses that provide for severance upon termination by the Company without cause, or certain other contractual terms.

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Total compensation cost for the Company’s non-cash stock-based compensation awards recognized in the years ended December 31, 2024, 2023, and 2022 consisted of:


	Year Ended December 31,
Financial Statement Location	2024		2023		2022
Sales and marketing expenses	$	2,345	$	2,795	$	4,086
General and administrative expenses	38,744		41,474		43,158
Fixed assets, net (capitalized internal use software)	1,580		2,441		2,402
Total non-cash stock-based compensation costs	$	42,669	$	46,710	$	49,646

SARs (formerly UARs)


in thousands, except SARs, which are in ones, or where otherwise indicated	SARs	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2023	5,758,589	$	2.20
Granted	—	—
Exercised	(17,627)	1.04
Forfeited	(28,024)	3.49
Expired	—	—
Outstanding at December 31, 2024	5,712,938	2.20		4.57	$	560
Vested and expected to vest as of December 31, 2024	5,712,938	2.20		4.57	560
Exercisable at December 31, 2024	5,684,859	2.18		4.56	560

The total intrinsic value of SARs exercised during the years ended December 31, 2024, 2023, and 2022 was $29, $1,171, and $636, respectively.

RSAs (formerly PIUs)


RSAs are in ones and where otherwise indicated	RSAs	Weighted-Average Grant Date Fair Value Per Share
Nonvested RSAs at December 31, 2023	119,171	$	2.96
Granted	—	—
Vested	(119,171)	2.96
Forfeited	—	—
Nonvested RSAs at December 31, 2024	—	—

Stock Options


Stock Options are in ones and where otherwise indicated	Stock Options	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2023	1,393,618	$	5.15
Granted	599,214	2.56
Exercised	—	—
Forfeited	(26,672)	11.20
Expired	(47,000)	11.20
Outstanding at December 31, 2024	1,919,160	4.11		7.34	$	—
Vested and expected to vest as of December 31, 2024	1,919,160	4.11		7.34	—
Exercisable at December 31, 2024	1,247,353	4.82		6.38	—


	2024	2023	2022
Expected term (in years)	5.64	5.50	5.65
Expected stock price volatility	80.7%	83.0%	66.9%
Risk-free interest rate	4.6%	3.4%	2.9%
Expected dividends	—%	—%	—%
Fair Value (per stock option)	$1.80	$2.10	$2.12

There were no stock options exercised during the years ended December 31, 2024, 2023, or 2022.

RSUs


RSUs in ones and where otherwise indicated	RSUs	Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2023	15,071,731	$	3.79
Granted	14,935,174	2.09
Vested	(8,118,139)	3.37
Forfeited	(6,995,734)	3.26
Nonvested at December 31, 2024	14,893,032	2.56

RSUs - Founder’s Award


RSUs - Founder’s Award in ones and where otherwise indicated	RSUs - Founder’s Award	Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2023	9,258,298	$	5.06
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at December 31, 2024	9,258,298	5.06

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

The following table presents information about the Company’s Tutoring Segment for the periods presented.


	Year Ended December 31,
	2024		2023		2022
Revenue	$	190,231	$	193,399	$	162,665

Less:
Cost of revenue	61,837		56,952		49,732
Employee-related expense (excluding product and development expense)	94,937		85,756		98,242
Marketing expense	39,593		43,043		45,113
Product and development expense	43,928		40,859		36,097
Depreciation and amortization of intangible assets	1,512		1,504		1,656
Other segment items (a)	18,555		22,837		22,817
Unrealized loss (gain) on derivatives, net	—		13,385		(26,620)
Interest income	(3,104)		(3,377)		(483)
Income tax expense	115		109		19
Segment Net Loss	$	(67,142)	$	(67,669)	$	(63,908)

(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, provisions for legal settlement, rent expense, and other overhead expense.

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Loss Attributable to Class A Common Stockholders	$ (42,585)	$ (40,174)	$ (35,399)

Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Name

Title

Action

Date Adopted

Expiration
Date

Aggregate Number of Securities to be Sold

Jason Pello

Chief Financial Officer

Adoption

12/5/2024

3/31/2025

75,000

Christopher Swenson

Chief Legal Officer

Adoption

12/13/2024

3/6/2026

186,742

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Jason Pello [Member]

Trading Arrangements, by Individual

Name

Jason Pello

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

12/5/2024

3/31/2025

116 days

75,000

Christopher Swenson [Member]

Trading Arrangements, by Individual

Name

Christopher Swenson

Title

Chief Legal Officer

Rule 10b5-1 Arrangement Adopted

true

12/13/2024

3/6/2026

448 days

186,742

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Our Board of Directors, recognizing the importance of maintaining the trust and confidence of our Learners, Experts, Institutional customers, clients, business partners, and employees, has delegated oversight of our cybersecurity risk management to the Audit Committee. Our cybersecurity policies, standards, processes, and practices have been established as part of our risk management program and are based on recognized frameworks, including as adopted by the National Institute of Standards and Technology (the “NIST”). In general, we seek to address cybersecurity risks through a cross-functional approach focused on preserving the confidentiality, security, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. Our cybersecurity program focuses on these key areas: •Governance: The Audit Committee has oversight of cybersecurity risk management and regularly interacts with our Chief Technology Officer (“CTO”) and other members of management. •Education and Awareness: We provide regular, mandatory training for personnel regarding cybersecurity threats to equip them with effective tools to address and mitigate cybersecurity threats, and to communicate our information security policies, standards, processes, and practices. •Cross-Functional Approach: We employ a cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. •Third-Party Risk Management: We have adopted a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. •Technical Safeguards: We deploy technical safeguards designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and revised through vulnerability and cybersecurity threat assessments. •Incident Response and Recovery Planning: We maintain incident response and recovery plans addressing our response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis. We engage in the periodic assessment and testing of our policies, standards, processes, and practices designed to address cybersecurity threats and incidents. These efforts include internal and external activities, including reviews of our information security control environment, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning, and information security maturity assessments.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our Board of Directors, recognizing the importance of maintaining the trust and confidence of our Learners, Experts, Institutional customers, clients, business partners, and employees, has delegated oversight of our cybersecurity risk management to the Audit Committee. Our cybersecurity policies, standards, processes, and practices have been established as part of our risk management program and are based on recognized frameworks, including as adopted by the National Institute of Standards and Technology (the “NIST”). In general, we seek to address cybersecurity risks through a cross-functional approach focused on preserving the confidentiality, security, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our Board of Directors, recognizing the importance of maintaining the trust and confidence of our Learners, Experts, Institutional customers, clients, business partners, and employees, has delegated oversight of our cybersecurity risk management to the Audit Committee.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The CTO and Vice President, Engineering and Security in coordination with our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Legal Officer (“CLO”), among others, work collaboratively across functions to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Through ongoing communication, we monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The CTO and Vice President, Engineering and Security in coordination with our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Legal Officer (“CLO”), among others, work collaboratively across functions to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Through ongoing communication, we monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate. Our CTO has served in various roles in information technology and information security for over a decade, and holds a doctorate in mathematics from the London School of Economics and Political Science. The Vice President, Engineering and Security has served in various roles in information technology for over 25 years. Our CEO, CFO and CLO each hold degrees in their respective fields, and each have experience managing risks, including risks arising from cybersecurity threats.
Cybersecurity Risk Role of Management [Text Block]	The Audit Committee receives regular presentations and reports on cybersecurity risks. Those presentations and reports have covered or will cover topics such as recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, and technological and peer company trends. The Audit Committee also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the members of the management team, including the CTO and the Vice President, Engineering and Security. The CTO and Vice President, Engineering and Security in coordination with our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Legal Officer (“CLO”), among others, work collaboratively across functions to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Through ongoing communication, we monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate. Our CTO has served in various roles in information technology and information security for over a decade, and holds a doctorate in mathematics from the London School of Economics and Political Science. The Vice President, Engineering and Security has served in various roles in information technology for over 25 years. Our CEO, CFO and CLO each hold degrees in their respective fields, and each have experience managing risks, including risks arising from cybersecurity threats.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The CTO and Vice President, Engineering and Security in coordination with our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Legal Officer (“CLO”), among others, work collaboratively across functions to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Through ongoing communication, we monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CTO has served in various roles in information technology and information security for over a decade, and holds a doctorate in mathematics from the London School of Economics and Political Science. The Vice President, Engineering and Security has served in various roles in information technology for over 25 years. Our CEO, CFO and CLO each hold degrees in their respective fields, and each have experience managing risks, including risks arising from cybersecurity threats.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The Audit Committee receives regular presentations and reports on cybersecurity risks. Those presentations and reports have covered or will cover topics such as recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, and technological and peer company trends. The Audit Committee also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the members of the management team, including the CTO and the Vice President, Engineering and Security. The CTO and Vice President, Engineering and Security in coordination with our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Legal Officer (“CLO”), among others, work collaboratively across functions to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. Through ongoing communication, we monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee when appropriate. Our CTO has served in various roles in information technology and information security for over a decade, and holds a doctorate in mathematics from the London School of Economics and Political Science. The Vice President, Engineering and Security has served in various roles in information technology for over 25 years. Our CEO, CFO and CLO each hold degrees in their respective fields, and each have experience managing risks, including risks arising from cybersecurity threats.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Principles of Consolidation	Principles of Consolidation The consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC, management concluded Nerdy LLC was not a variable interest entity as defined by Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries are consolidated with and into Nerdy’s Inc.’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, internal-use software, and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions, and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows.
Segment Information	Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s chief executive officer, in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Consolidated information is used to monitor budget versus actual results in order to asses the performance of the Company’s one operating segment. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S. For additional segment information, see Note 19.
Fair Value	Fair Value The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1 - Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2 - Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3 - Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
Foreign Currency Translation	Foreign Currency Translation The Company operates foreign businesses in the United Kingdom and Canada. The functional currencies of these businesses are the local currencies. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive income” as a component of “Stockholders’ Equity” on the Consolidated Balance Sheets.
Revenue Recognition and Deferred Revenue/Cost of Revenue	Revenue Recognition and Deferred Revenue The Company recognizes revenue from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of contracts with Learners and Institutions, who are its customers, when they are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company generates revenue by selling tutoring services to Learners and Institutions that are fulfilled by Experts, who deliver instruction on its behalf through its proprietary Live Learning Platform. The Company provides a significant service of integrating instruction services, which are provided by Experts on its behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to Learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that we are the principal in transactions with Learners and Institutions. The Company does not have any incremental costs to obtain or fulfill a contract that require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less. Learners The Company’s revenue from contracts with Learners, which are generally short-term in duration (one year or less), is recognized as performance obligations are satisfied. Contracts with Learners are sold through Learning Memberships, whereby Learners pay a fixed monthly rate over the contract term. Revenue earned through Learning Memberships is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as Learners are not obligated to meet with the same Expert for a minimum number of sessions), the Company concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to Learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. Cash for the purchase of services by Learners is generally collected monthly in advance and recorded to deferred revenue until the services are used by the Learner. The Company recognizes revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire each month for Learning Memberships) with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. Institutions The Company’s revenue from contracts with Institutions, which are generally short-term in duration (one year or less), is recognized from services as performance obligations are satisfied. Contracts with Institutions are generally sold through access-based subscriptions, whereby Institutions pay a fixed rate over the contract term. The Company has also sold prepaid high-dosage contracts, which consist of payments for services that can be redeemed following the date of first payment or payments after services are completed. Revenue is recognized from one-on-one instruction and small group tutoring as performance obligations are satisfied. Given the Institutions receive benefit from the completion of each session (as Institutions are not obligated to meet with the same Expert for a minimum number of sessions), the Company concluded each one-on-one or small group tutoring session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by Institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to the Institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For Institutions that do not pay in advance, the Company typically invoices these Institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for credit losses. Per the terms of the access-based, subscription contracts, purchased services can be redeemed for a set period of time from the date of payment. Per the terms of the prepaid high-dosage contracts, services purchased by Institutions are generally redeemed following the date of the first payment or payments after services are completed. The Company recognizes revenue for unredeemed payments for services over the period in which the performance obligation is satisfied (unredeemed payments expire after a stated usage period) with the Institution based on historical usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. Cost of Revenue Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, amortization of capitalized technology costs, including stock-based compensation, and other costs required to deliver services to Learners and Institutions. Expert costs are recognized as services are provided to Learners.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial Institutions, are stated at cost and approximate fair value.
Accounts Receivable, Net/Allowance for Doubtful Accounts	Accounts Receivable, Net The Company’s accounts receivable relate to sales of services which have not been collected and contractual amounts due to the Company. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Allowance for Credit Losses The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience and economic trends. Accounts receivable are written off as a decrease to the allowance for credit losses when all collection efforts have been exhausted and an account is deemed uncollectible.
Prepaid Expenses	Prepaid Expenses Prepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, advertising, and other operating costs, which are of continuing benefit to the Company.
Fixed Assets, Net	Fixed Assets, Net Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of information technology (“IT”) equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets. Depreciation of fixed assets other than capitalized internal use software is included in “General and administrative expenses” in the Consolidated Statements of Operations. Estimated useful lives range from one to seven years for furniture and fixtures; the shorter of lease term or seven years for leasehold improvements; one to three years for office equipment; and one to four years for other fixed assets. Repair and maintenance costs are expensed as incurred. Any gains and losses incurred on the sale or disposals of assets are included in “General and administrative expenses” in the Consolidated Statements of Operations.
Internal Use Software	The Company capitalizes certain costs, including stock-based compensation, associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use, it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. For additional information on fixed assets and internal use software, see Note 10.
Goodwill	Goodwill Goodwill recorded by the Company relates to the assets of a previously acquired business. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date.
Intangible Assets	Intangible Assets Intangible assets consist solely of definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. Amortization of the definite-lived intangible assets is provided on a straight-line basis over 10 years and is included in “General and administrative expenses” in the Consolidated Statements of Operations. For additional information on intangible assets, see Note 11.
Recoverability of Assets	Recoverability of Assets The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. The Company groups assets at the lowest level for which cash flows are separately identifiable. In general, an asset group is deemed impaired and written down to its fair value if estimated related undiscounted future cash flows are less than its carrying amount. The Company conducts a definite-lived asset impairment assessment when events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. For the years ended December 31, 2024, 2023, and 2022, the Company concluded there were no events or changes in circumstances that would indicate an impairment of its definite-lived assets. The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative goodwill impairment test would be performed. The Company’s qualitative assessment requires management to make judgments surrounding macroeconomic, industry and market factors, as well as the overall condition and performance of the Company, and other relevant entity-specific events.
Leases	Leases The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor’s common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which their associated obligation is incurred. Sublease income is recognized in the period in which the income is earned. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date, and represents the Company’s estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment.
Stock-based Compensation	Stock-based Compensation The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line or graded (when applicable) over the period during which the employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). Any forfeitures of stock-based compensation are recorded as they occur. See Note 18 for disclosures related to stock-based compensation.
Marketing Expense	Marketing Expenses Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search, and other paid channels. Marketing expenses also include costs associated with the delivery of the Company’s large format classes, including StarCourse costs, costs related to contracts that only provide platform access to Institutions, and expenditures across new marketing channels to drive brand awareness and reach. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Consolidated Statements of Operations.
Income Taxes	Income Taxes Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of net taxable income or loss and any related tax credits of Nerdy LLC. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities, and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals, or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. Additionally, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense.
Net Earnings (Loss) Per Share	Net Earnings (Loss) Per Share Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of non-qualified stock options (“Stock Option(s)”), stock appreciation rights (“SAR(s)”), restricted stock awards (“RSA(s)”), restricted stock units (“RSU(s)”), if any, using the “treasury stock” method and the Combined Interests (as defined in Note 4) that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. Prior to the Warrant Transactions and Earnout Transaction (see Note 1), the average number of shares of Class A Common Stock used for diluted earnings (loss) per share was also adjusted for the dilutive effect of Warrants and Earnouts, if any, using the “treasury stock” method. Net earnings (loss) for diluted earnings (loss) per share is adjusted for Nerdy Inc.’s share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to dilutive securities. Additionally, net earnings (loss) for diluted earnings (loss) per share was adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent they were dilutive. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented. Prior to the Earnout Transaction (see Note 1), the Company had outstanding Earnouts, that were subject to forfeiture. In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts were excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnouts would have been included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds were met and they were no longer subject to forfeiture. Additionally, for the periods when they were outstanding, Earnouts did not participate in losses but were eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, were considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share was computed using the two-class method. Under the two-class method, net earnings attributable to Class A Common Stock, if any, were allocated to Class A Common Stock and Earnouts as if all of the net earnings for the period had been distributed.
Defined Contribution Plan	Defined Contribution Plan The Company sponsors a defined contribution 401(k) plan under which it makes matching contributions.
Recently Issued and Adopted Accounting Standards	Recently Issued In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for annual periods beginning after December 15, 2026 (i.e., Nerdy’s financial statements for the year ending December 31, 2027), and for interim periods within fiscal years beginning after December 15, 2027. Early adoption permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company’s adoption of this ASU will result in expanded disclosures related to income taxes but will not have a material impact on the Company’s financial statements. Recently Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing segment disclosures in ASC Topic 280. This ASU requires a retrospective method of adoption. The Company’s adoption of this ASU resulted in new disclosures related to segments (as the Company has been and continues to be an entity with a single reportable segment) but did not have a material impact on the Company’s financial statements. For additional information, see Note 19.

NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2024

Noncontrolling Interest [Abstract]

Schedule of Changes in Noncontrolling Interest

The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the periods presented.


	As Of and For The Year Ended December 31,
	2024		2023		2022
OpCo Units
Nerdy Inc.
Beginning of period	106,416		90,654		79,271

Vesting or exercise of equity awards	8,303		8,388		5,534
Conversion of Combined Interests into Class A Common Stock	2,980		1,193		5,849
Issuance of OpCo units as a result of the Warrant Transactions	—		4,306		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		1,875		—
End of period	117,699		106,416		90,654
Legacy Nerdy Holders
Beginning of period	67,256		65,948		70,629

Vesting or exercise of equity awards	119		645		1,168
Conversion of Combined Interests into Class A Common Stock	(2,980)		(1,193)		(5,849)
Issuance of OpCo units as a result of the Warrant Transactions	—		513		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		1,343		—
End of period	64,395		67,256		65,948
Total
Beginning of period	173,672		156,602		149,900

Vesting or exercise of equity awards	8,422		9,033		6,702

Issuance of OpCo units as a result of the Warrant Transactions	—		4,819		—
Inclusion of OpCo units as a result of the Earnout Transaction	—		3,218		—
End of period	182,094		173,672		156,602
Ownership Percentage
Nerdy Inc.
Beginning of period	61.3	%	57.9	%	52.9	%
End of period	64.6	%	61.3	%	57.9	%
Legacy Nerdy Holders
Beginning of period	38.7	%	42.1	%	47.1	%
End of period	35.4	%	38.7	%	42.1	%

REVENUE (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenue by Service Category

The following table presents the Company’s revenue by business category for the periods presented.


	Year Ended December 31,
	2024		%		2023		%		2022		%
Consumer	$	154,230	81	%	$	158,654	82	%	$	140,820	86	%
Institutional	35,277		18	%	33,815		17	%	19,054		12	%
Other (a)	724		1	%	930		1	%	2,791		2	%
Revenue	$	190,231	100	%	$	193,399	100	%	$	162,665	100	%

(a)Other consists of EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) and other services.

Schedule of Accounts Receivable

The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances for the periods presented.


	December 31,
	2024		2023
Accounts receivable, net	$	7,335	$	15,398
Deferred revenue	$	15,263	$	20,480

Schedule of Deferred Revenue

The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances for the periods presented.


	December 31,
	2024		2023
Accounts receivable, net	$	7,335	$	15,398
Deferred revenue	$	15,263	$	20,480

RESTRUCTURING (Tables)

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

Restructuring charges and the associated liabilities for employee-related costs are shown in the following table.






Balance, December 31, 2022	$	113
Charge to expense	841
Cash payments	(954)
Non-cash charges	—
Balance, December 31, 2023	$	—

Total expected restructuring charges	$	2,320
Cumulative restructuring charges incurred to date	2,320
Remaining expected restructuring charges	$	—

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense

The following table presents expense for income taxes for the periods presented.


	Year Ended December 31,
	2024			2023			2022
Current:
Federal	$	—		$	—		$	—
State and local	115			109			19

	115			109			19
Deferred:
Federal	—			—			—
State and local	—			—			—

	—			—			—
Income tax expense	$	115		$	109		$	19

Loss before income taxes	$	(67,027)		$	(67,560)		$	(63,889)
Effective income tax rate	(0.17)		%	(0.16)		%	(0.03)		%

Schedule of Reconciliation of Income Tax Expense

The following table presents a reconciliation of income tax expense with amounts computed at the federal statutory tax rate for the periods presented.


	Year Ended December 31,
	2024		2023		2022
Computed tax (21%)	$	(14,076)	$	(14,188)	$	(13,417)
Partnership outside basis adjustments	47		2,266		(3,840)
Income tax benefit attributable to NCI	6,180		6,979		7,085
Income tax credit	(630)		(1,121)		(412)
Change in valuation allowance charged to expense	11,019		11,907		14,301
State income tax benefit, net of effect on federal tax	(2,699)		(2,888)		(2,406)
Other, net	274		(2,846)		(1,292)
Income tax expense	$	115	$	109	$	19

Schedule of Non-current Deferred Tax Assets (Liabilities)


	December 31, 2024						December 31, 2023
	Assets		Liabilities		Net		Assets		Liabilities		Net
Investment in Nerdy LLC (a)	$	77,424	$	—	$	77,424	$	72,759	$	—	$	72,759
Net operating loss and credit carryforwards	46,094		—		46,094		34,504		—		34,504
Other items	191		—		191		—		—		—
Total gross deferred income taxes	123,709		—		123,709		107,263		—		107,263
Valuation allowance	(123,709)		—		(123,709)		(107,263)		—		(107,263)
Total deferred taxes	$	—	$	—	$	—	$	—	$	—	$	—

Summary of Valuation Allowance

The following table summarizes changes to the Company’s valuation allowance for the periods presented.


	As Of and For The Year Ended December 31,
	2024		2023		2022
Balance, beginning of year	$	(107,263)	$	(86,774)	$	(60,483)

Provision charged to expense	(11,019)		(11,907)		(14,301)
Provision charged to additional paid-in capital	(5,427)		(8,582)		(11,990)
Balance, end of year	$	(123,709)	$	(107,263)	$	(86,774)

LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Year Ended December 31,
	2024		2023		2022
Net Loss Attributable to Class A Common Stockholders	$	(42,585)	$	(40,174)	$	(35,399)
Less: Undistributed net earnings attributable to participating securities	—		—		—
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share	$	(42,585)	$	(40,174)	$	(35,399)
















Weighted-average shares of Class A Common Stock for basic and diluted loss per share	111,695		97,157		85,873


Basic and Diluted loss per share of Class A Common Stock	$	(0.38)	$	(0.41)	$	(0.41)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the periods presented as they were anti-dilutive.


	Year Ended December 31,
	2024	2023	2022
Stock options	1,919	1,394	974
Stock appreciation rights	5,713	5,759	6,548
Restricted stock awards	—	119	866
Restricted stock units	14,893	15,072	14,683
Restricted stock units - founder’s award	9,258	9,258	9,258
Warrants	—	—	19,311
Earnouts	—	—	7,964
Combined Interests that can be converted into shares of Class A Common Stock	64,395	67,256	65,948

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables)

12 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.


	December 31,
	2024		2023		2022
Cash and cash equivalents	$	52,541	$	74,824	$	90,715
Restricted cash included in Other current assets	132		184		516
Restricted cash included in Other assets	—		132		316
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows	$	52,673	$	75,140	$	91,547

Restricted Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.


	December 31,
	2024		2023		2022
Cash and cash equivalents	$	52,541	$	74,824	$	90,715
Restricted cash included in Other current assets	132		184		516
Restricted cash included in Other assets	—		132		316
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows	$	52,673	$	75,140	$	91,547

FIXED ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Fixed Assets

Fixed assets, net consisted of:


	December 31,
	2024		2023
Capitalized internal use software	$	44,172	$	37,066
Office equipment	3,744		3,169
Leasehold improvements	1,944		1,855
Furniture & fixtures	548		604
Other	800		800
	51,208		43,494
Accumulated depreciation	(34,060)		(27,106)
	$	17,148	$	16,388


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Amortization expense related to capitalized internal use software	Cost of revenue	$	6,058	$	5,268	$	4,865
Depreciation expense	General and administrative expenses	898		898		1,054

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-lived Intangible Assets, Net

The following table presents the carrying amount and accumulated amortization related those trade names reported on the Consolidated Balance Sheets for the periods presented.


	December 31,
	2024		2023
Carrying amount	$	6,075	$	6,122
Accumulated amortization	(3,645)		(3,061)
	$	2,430	$	3,061

The following table presents amortization expense related to intangible assets recorded by the Company in the Consolidated Statements of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Amortization expense related to intangible assets	General and administrative expenses	$	614	$	606	$	602

Schedule of Definite-lived Intangible Assets, Amortization Expense

For the definite-lived intangible assets recorded as of December 31, 2024, estimated amortization expense for the next five years is as follows:


2025	$	608
2026	608
2027	607
2028	607
2029	—

OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2024

Other Liabilities Disclosure [Abstract]

Other Current Liabilities


	December 31,
	2024		2023
Accrued compensation	2,782		3,402
Accrued legal settlements	2,000		2,075
Operating lease liabilities	928		1,317
Accrued taxes	874		1,020
Accrued insurance	706		940
Accrued credit card	547		718
Customer refunds	444		481
Accrued score guarantee	121		139
Other	2,107		1,590
	$	10,509	$	11,682

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations

The following table presents the effects of the Company’s derivative instruments on the Company’s Consolidated Statement of Operations for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Non-employee Warrants	Unrealized loss (gain) on derivatives, net	$	—	$	11,091	$	(12,812)
Non-employee Earnouts	Unrealized loss (gain) on derivatives, net	—		2,294		(13,808)
		$	—	$	13,385	$	(26,620)

LEASES (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Operating Lease

The following table presents the balance sheet location of the Company’s operating leases.


	December 31,
	2024		2023
ROU assets
Other assets	$	2,498	$	3,612

Lease liabilities:
Other current liabilities	$	928	$	1,317
Other liabilities	2,399		3,348
Total lease liabilities	$	3,327	$	4,665

Schedule of Operating Lease Liabilities, Maturity

The following table presents maturities of the Company’s operating lease liabilities as of December 31, 2024.


	December 31, 2024
2025	$	1,200
2026	567
2027	577
2028	588
2029	599
Thereafter	815
Total future minimum payments	$	4,346
Less: Implied interest	1,019
Total lease liabilities	$	3,327

Schedule of Operating Leases and Sublease Agreements

The following table presents supplemental operations statement information related to the Company’s operating leases and sublease agreements for the periods presented.


		Year Ended December 31,
	Statement of Operations Location	2024		2023		2022
Operating lease expense	General and administrative expenses	$	1,476	$	1,577	$	1,541
Variable lease expense	General and administrative expenses	19		179		110

Sublease income	General and administrative expenses	(1,047)		(1,028)		(1,008)

(a)Rent expense and sublease income as reported under ASC Topic 840, Leases.

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule Non-cash Stock-based Compensation Awards

Total compensation cost for the Company’s non-cash stock-based compensation awards recognized in the years ended December 31, 2024, 2023, and 2022 consisted of:


	Year Ended December 31,
Financial Statement Location	2024		2023		2022
Sales and marketing expenses	$	2,345	$	2,795	$	4,086
General and administrative expenses	38,744		41,474		43,158
Fixed assets, net (capitalized internal use software)	1,580		2,441		2,402
Total non-cash stock-based compensation costs	$	42,669	$	46,710	$	49,646

Schedule of SARs (Formerly UARs)


in thousands, except SARs, which are in ones, or where otherwise indicated	SARs	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2023	5,758,589	$	2.20
Granted	—	—
Exercised	(17,627)	1.04
Forfeited	(28,024)	3.49
Expired	—	—
Outstanding at December 31, 2024	5,712,938	2.20		4.57	$	560
Vested and expected to vest as of December 31, 2024	5,712,938	2.20		4.57	560
Exercisable at December 31, 2024	5,684,859	2.18		4.56	560

Schedule of Restricted Stock Activity


RSAs are in ones and where otherwise indicated	RSAs	Weighted-Average Grant Date Fair Value Per Share
Nonvested RSAs at December 31, 2023	119,171	$	2.96
Granted	—	—
Vested	(119,171)	2.96
Forfeited	—	—
Nonvested RSAs at December 31, 2024	—	—

Share-based Payment Arrangement, Option, Activity


Stock Options are in ones and where otherwise indicated	Stock Options	Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Terms in Years	Aggregate Intrinsic Value
Outstanding at December 31, 2023	1,393,618	$	5.15
Granted	599,214	2.56
Exercised	—	—
Forfeited	(26,672)	11.20
Expired	(47,000)	11.20
Outstanding at December 31, 2024	1,919,160	4.11		7.34	$	—
Vested and expected to vest as of December 31, 2024	1,919,160	4.11		7.34	—
Exercisable at December 31, 2024	1,247,353	4.82		6.38	—

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted-average assumptions and fair values for stock options granted are summarized in the table below.


	2024	2023	2022
Expected term (in years)	5.64	5.50	5.65
Expected stock price volatility	80.7%	83.0%	66.9%
Risk-free interest rate	4.6%	3.4%	2.9%
Expected dividends	—%	—%	—%
Fair Value (per stock option)	$1.80	$2.10	$2.12

Share-based Payment Arrangement, Restricted Stock Unit, Activity


RSUs in ones and where otherwise indicated	RSUs	Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2023	15,071,731	$	3.79
Granted	14,935,174	2.09
Vested	(8,118,139)	3.37
Forfeited	(6,995,734)	3.26
Nonvested at December 31, 2024	14,893,032	2.56


RSUs - Founder’s Award in ones and where otherwise indicated	RSUs - Founder’s Award	Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2023	9,258,298	$	5.06
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at December 31, 2024	9,258,298	5.06

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents information about the Company’s Tutoring Segment for the periods presented.


	Year Ended December 31,
	2024		2023		2022
Revenue	$	190,231	$	193,399	$	162,665

Less:
Cost of revenue	61,837		56,952		49,732
Employee-related expense (excluding product and development expense)	94,937		85,756		98,242
Marketing expense	39,593		43,043		45,113
Product and development expense	43,928		40,859		36,097
Depreciation and amortization of intangible assets	1,512		1,504		1,656
Other segment items (a)	18,555		22,837		22,817
Unrealized loss (gain) on derivatives, net	—		13,385		(26,620)
Interest income	(3,104)		(3,377)		(483)
Income tax expense	115		109		19
Segment Net Loss	$	(67,142)	$	(67,669)	$	(63,908)

(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, provisions for legal settlement, rent expense, and other overhead expense.

BACKGROUND - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Sep. 25, 2023 shares	Sep. 20, 2021 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2024 $ / shares
Schedule of Organization And Business Operations Plan [Line Items]
Transaction expenses \| $			$ 1,940
Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Shares agreed to forfeit if threshold not achieved (in shares)		8,000,000
Earnout Transaction, percentage of earnout outstanding held (percent)	60.00%
Earnout Transaction, percentage of remaining agreed earnout (percent)	40.00%
Nerdy Inc.
Schedule of Organization And Business Operations Plan [Line Items]
Number of shares, ratio				1
Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Number of shares, ratio				1
Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	1,314,000
Shares no longer subject to forfeiture	36,000
Class A Common Stock \| Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	2,764,000
Outstanding, warrants (in shares)	1,842,000
Class B Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Public Warrants \| Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)	0.225
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	12,000,000
Public Warrants \| Class A Common Stock \| Nerdy Inc.
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)	0.25
FPA Warrants \| Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)	0.225
FPA Warrants \| Class A Common Stock \| Nerdy Inc.
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)	0.25
FBA Warrant \| Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	2,992,000
Private Warrants
Schedule of Organization And Business Operations Plan [Line Items]
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	5,281,000
OpCo Warrants \| Class B Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)	513,000
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	2,052,000
OpCo Warrants \| Class B Common Stock \| Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Class of Warrant or Right, Number of Securities called by warrants or rights (in share)	2,015,000
Outstanding, warrants (in shares)	1,343,000

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) segment manager	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Franchisor Disclosure [Line Items]
Net Loss	$ (42,585)	$ (40,174)	$ (35,399)
Net loss	$ (24,557)	(27,495)	(28,509)
Right to appoint, number of directors \| manager	3
Total number of directors \| manager	5
Number of operating segments \| segment	1
Prepaid expenses	$ 3,722	3,129
Goodwill	$ 5,717	5,717
Useful life of definite-lived intangible assets	10 years
Marketing expense	$ 39,593	43,043	45,113
Defined contribution plan expense	$ 1,316	$ 1,105	$ 868
Leasehold improvements
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	7 years
Capitalized internal use software
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	4 years
Minimum \| Furniture & fixtures
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	1 year
Minimum \| Office equipment
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	1 year
Minimum \| Other
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	1 year
Maximum \| Furniture & fixtures
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	7 years
Maximum \| Office equipment
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	3 years
Maximum \| Other
Franchisor Disclosure [Line Items]
Useful life of long-lived assets	4 years

NONCONTROLLING INTERESTS - Narrative (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2024 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Class A Common Stock
Noncontrolling Interest [Line Items]
Redemption settlement term	5 days
Legacy Nerdy Holders \| Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion basis (in shares)	1
OpCo Units
Noncontrolling Interest [Line Items]
Common units	182,094	173,672	156,602	149,900
OpCo Units \| Legacy Nerdy Holders
Noncontrolling Interest [Line Items]
Common units	64,395	67,256	65,948	70,629
Economic interest, LLC ownership percentage	35.40%	38.70%	42.10%	47.10%
OpCo Units \| Legacy Nerdy Holders \| Class B Common Stock
Noncontrolling Interest [Line Items]
Common units	64,395	67,256
OpCo Units \| Nerdy Inc.
Noncontrolling Interest [Line Items]
Common units	117,699	106,416	90,654	79,271
Economic interest, LLC ownership percentage	64.60%	61.30%	57.90%	52.90%

NONCONTROLLING INTERESTS - Changes in Ownership of OpCo Units in Nerdy LLC (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Nerdy LLC \| Member Units
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Vested in period (in shares)	8,422	9,033	6,702
Nerdy LLC
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in shares)	173,672	156,602	149,900
Issuance of OpCo units as a result of the Warrants Transactions (in shares)	0	4,819	0
Inclusion of OpCo units as a result of the Earnout Transaction (in shares)	0	3,218	0
Ending balance, common (in shares)	182,094	173,672	156,602	149,900
Nerdy LLC \| Nerdy Inc.
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in shares)	106,416	90,654	79,271
Conversion of combined interests into Class A Common Stock (in shares)	2,980	1,193	5,849
Issuance of OpCo units as a result of the Warrants Transactions (in shares)	0	4,306	0
Inclusion of OpCo units as a result of the Earnout Transaction (in shares)	0	1,875	0
Ending balance, common (in shares)	117,699	106,416	90,654	79,271
Ownership percentage, beginning and end of period	64.60%	61.30%	57.90%	52.90%
Nerdy LLC \| Legacy Nerdy Holders
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in shares)	67,256	65,948	70,629
Conversion of combined interests into Class A Common Stock (in shares)	(2,980)	(1,193)	(5,849)
Issuance of OpCo units as a result of the Warrants Transactions (in shares)	0	513	0
Inclusion of OpCo units as a result of the Earnout Transaction (in shares)	0	1,343	0
Ending balance, common (in shares)	64,395	67,256	65,948	70,629
Ownership percentage, beginning and end of period	35.40%	38.70%	42.10%	47.10%
Nerdy Inc. \| Nerdy LLC \| Member Units
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Vested in period (in shares)	8,303	8,388	5,534
Legacy Nerdy Holders \| Nerdy LLC \| Member Units
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Vested in period (in shares)	119	645	1,168

REVENUE - Revenue by Service (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 190,231	$ 193,399	$ 162,665
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Revenue	$ 190,231	$ 193,399	$ 162,665
Concentration risk, percentage	100.00%	100.00%	100.00%
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Consumer
Disaggregation of Revenue [Line Items]
Revenue	$ 154,230	$ 158,654	$ 140,820
Concentration risk, percentage	81.00%	82.00%	86.00%
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Institutional
Disaggregation of Revenue [Line Items]
Revenue	$ 35,277	$ 33,815	$ 19,054
Concentration risk, percentage	18.00%	17.00%	12.00%
Revenue from Contract with Customer, Product and Service Benchmark \| Customer Concentration Risk \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ 724	$ 930	$ 2,791
Concentration risk, percentage	1.00%	1.00%	2.00%

REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 7,335	$ 15,398
Deferred revenue	$ 15,263	$ 20,480

REVENUE - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net, reserves	$ 781	$ 544

RESTRUCTURING - Narrative (Details) - Workforce Reduction - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, number of positions eliminated, period percent	17.00%
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]			General and administrative expenses
Charge to expense		$ 0	$ 841,000
Sales and marketing expenses
Restructuring Cost and Reserve [Line Items]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]				Sales and marketing expenses
Charge to expense				$ 345,000
General and administrative expenses
Restructuring Cost and Reserve [Line Items]
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]				General and administrative expenses
Charge to expense				$ 1,134,000

RESTRUCTURING - Schedule of Restructuring and Related Costs (Details) - Workforce Reduction - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restructuring Reserve [Roll Forward]
Balance, December 31, 2022	$ 0	$ 113,000
Charge to expense	$ 0	841,000
Cash payments		(954,000)
Non-cash charges		0
Balance, December 31, 2023		0
Total expected restructuring charges		2,320,000
Cumulative restructuring charges incurred to date		2,320,000
Remaining expected restructuring charges		$ 0

INCOME TAXES - Expense For Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0	$ 0	$ 0
State and local	115	109	19
Current income tax expense	115	109	19
Deferred:
Federal	0	0	0
State and local	0	0	0
Deferred income tax expense	0	0	0
Income tax expense	115	109	19
Loss before income taxes	$ (67,027)	$ (67,560)	$ (63,889)
Effective income tax rate	(0.17%)	(0.16%)	(0.03%)

INCOME TAXES - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Computed tax (21%)	$ (14,076)	$ (14,188)	$ (13,417)
Partnership outside basis adjustments	47	2,266	(3,840)
Income tax benefit attributable to NCI	6,180	6,979	7,085
Income tax credit	(630)	(1,121)	(412)
Change in valuation allowance charged to expense	11,019	11,907	14,301
State income tax benefit, net of effect on federal tax	(2,699)	(2,888)	(2,406)
Other, net	274	(2,846)	(1,292)
Income tax expense	$ 115	$ 109	$ 19

INCOME TAXES - Non-Current Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets
Investment in Nerdy LLC	$ 77,424	$ 72,759
Net operating loss and credit carryforwards	46,094	34,504
Other items	191	0
Total gross deferred income taxes	123,709	107,263
Valuation allowance	(123,709)	(107,263)
Total deferred taxes	0	0
Net
Investment in Nerdy LLC	77,424	72,759
Net operating loss and credit carryforwards	46,094	34,504
Other items	191	0
Total gross deferred income taxes	123,709	107,263
Valuation allowance	(123,709)	(107,263)
Total deferred taxes	$ 0	$ 0

INCOME TAXES - Deferred Tax Asset Valuation Allowance (Details) - Deferred Tax Asset, Valuation Allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance, beginning of year	$ (107,263)	$ (86,774)	$ (60,483)
Provision charged to expense	(11,019)	(11,907)	(14,301)
Provision charged to additional paid-in capital	(5,427)	(8,582)	(11,990)
Balance, end of year	$ (123,709)	$ (107,263)	$ (86,774)

INCOME TAXES - Narrative (Details) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Domestic Tax Jurisdiction
Income Tax Examination [Line Items]
Net operating loss and tax credit carry forward	$ 38,035
State and Local Jurisdiction
Income Tax Examination [Line Items]
Net operating loss and tax credit carry forward	$ 8,059

LOSS PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Attributable to Class A Common Stockholders	$ (42,585)	$ (40,174)	$ (35,399)
Less: Undistributed net earnings attributable to participating securities	0	0	0
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share	$ (42,585)	$ (40,174)	$ (35,399)
Weighted-average shares for basic earnings per share (in shares)	111,695	97,157	85,873
Weighted-average shares for diluted earnings per share (in shares)	111,695	97,157	85,873
Basic loss per share of Class A Common Stock (in dollars per share)	$ (0.38)	$ (0.41)	$ (0.41)
Diluted loss per share of Class A Common Stock (in dollars per share)	$ (0.38)	$ (0.41)	$ (0.41)

LOSS PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	1,919	1,394	974
Stock appreciation rights
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	5,713	5,759	6,548
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	0	119	866
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	14,893	15,072	14,683
Restricted stock units - founder’s award
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	9,258	9,258	9,258
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	0	0	19,311
Earnouts
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	0	0	7,964
Combined Interests that can be converted into shares of Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	64,395	67,256	65,948

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 52,541	$ 74,824	$ 90,715
Restricted cash included in Other current assets	132	184	516
Restricted cash included in Other assets	0	132	316
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows	$ 52,673	$ 75,140	$ 91,547	$ 145,879

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in Other current assets	$ 132	$ 184	$ 516

FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	$ 51,208	$ 43,494
Accumulated depreciation	(34,060)	(27,106)
Fixed assets, net	17,148	16,388
Capitalized internal use software
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	44,172	37,066
Office equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	3,744	3,169
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	1,944	1,855
Furniture & fixtures
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	548	604
Other
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	$ 800	$ 800

FIXED ASSETS, NET - Amortization Expense Related to Capitalized Internal Use Software and Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Amortization expense related to capitalized internal use software	$ 6,058	$ 5,268	$ 4,865
Depreciation expense	$ 898	$ 898	$ 1,054

INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	12 Months Ended
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Carrying amount	$ 6,075	$ 6,122
Accumulated amortization	(3,645)	(3,061)
Trade names, net amount	2,430	3,061
Amortization of intangibles	$ 614	$ 606	$ 602

INTANGIBLE ASSETS, NET - Definite-Lived Intangible Assets, Amortization Expense (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 608
2026	608
2027	607
2028	607
2029	$ 0

OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued compensation	$ 2,782	$ 3,402
Accrued legal settlements	2,000	2,075
Operating lease liabilities	928	1,317
Accrued taxes	874	1,020
Accrued insurance	706	940
Accrued credit card	547	718
Customer refunds	444	481
Accrued score guarantee	121	139
Other	2,107	1,590
Other current liabilities	$ 10,509	$ 11,682

DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Derivatives [Line Items]
Unrealized loss (gain) on derivatives, net	$ 0	$ 13,385	$ (26,620)
Non-Employee Warrant [Member] \| Unrealized loss (gain) on derivatives, net
Derivatives [Line Items]
Unrealized loss (gain) on derivatives, net	0	11,091	(12,812)
Non-Employee Earnouts [Member] \| Unrealized loss (gain) on derivatives, net
Derivatives [Line Items]
Unrealized loss (gain) on derivatives, net	$ 0	$ 2,294	$ (13,808)

LEASES - Narrative (Details) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) $ in Thousands	Dec. 31, 2024 USD ($) agreement option	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of finance lease agreements \| agreement	0
Weighted average remaining lease term	5 years 2 months 19 days	4 years 11 months 19 days
Incremental borrowing rate	9.36%	8.22%
Operating lease, payments	$ 1,602	$ 1,808	$ 1,629
Right-of-use asset obtained in exchange for operating lease liability	$ 0	$ 2,776	$ 0
St. Louis, MO
Lessee, Lease, Description [Line Items]
Remaining lease term	6 years
Number of extension options \| option	2
Tempe, AZ
Lessee, Lease, Description [Line Items]
Remaining lease term	6 months

LEASES - Balance Sheet Location of Company's Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Other assets	$ 2,498	$ 3,612
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Lease liabilities:
Other current liabilities	$ 928	$ 1,317
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Other liabilities	$ 2,399	$ 3,348
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities
Total lease liabilities	$ 3,327	$ 4,665

LEASES - Operating Lease Liability, Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 1,200
2026	567
2027	577
2028	588
2029	599
Thereafter	815
Total future minimum payments	4,346
Less: Implied interest	1,019
Total lease liabilities	$ 3,327	$ 4,665

LEASES - Operating Leases and Sublease Agreements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease expense	$ 1,476	$ 1,577	$ 1,541
Variable lease expense	19	179	110
Sublease income	$ (1,047)	$ (1,028)	$ (1,008)

RELATED PARTIES - Narrative (Details) - TRA Holders - Tax Receivable Agreement $ in Thousands	Dec. 31, 2024 USD ($)
Related Party Transaction [Line Items]
Net cash savings percentage	85.00%
Remaining net cash savings percentage	15.00%
Due to related parties	$ 117,156

COMMITMENTS AND CONTINGENCIES (Details) - Classification of Third-Party Experts As Independent Contractors - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Litigation expense	$ 0	$ 0	$ 0
Litigation accrual	0	0
Settled Litigation
Loss Contingencies [Line Items]
Litigation accrual	$ 2,000,000	2,000,000
General and administrative expenses \| Settled Litigation
Loss Contingencies [Line Items]
Litigation expense		$ 1,700,000

STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Sep. 20, 2021 $ / shares shares	Dec. 31, 2021	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 21, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized \| $			$ 50,216
Compensation cost not yet recognized, weighted-average period			1 year 10 months 20 days
Non-cash stock-based compensation included in capitalized internal use software \| $			$ 42,669	$ 46,710	$ 49,646
Exercised after the Reverse Recapitalization (in shares)			0
2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance under various stock-based compensation awards (up to)						27,775,000
Maximum term of award		10 years
Class A Common Stock \| 2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, number of additional shares authorized				12,500,000
Percentage issued and outstanding on a pro forma basis				5.00%
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation included in capitalized internal use software \| $			$ 1,544	$ 1,016	406
UARs \| Minimum \| Nerdy LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
UARs \| Maximum \| Nerdy LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
PIUs \| Minimum \| Nerdy LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
PIUs \| Maximum \| Nerdy LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			6 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Initial stock price hurdle (in dollars per share) \| $ / shares	$ 18.00
Vesting ratio	0.14
Additional hurdle price (in dollars per share) \| $ / shares	$ 4.00
Vesting, stock price, percentage	100.00%
Award vesting rights, maximum (in dollars per share) \| $ / shares	$ 42.00
Vest date fair value \| $			$ 15,016	$ 27,627	$ 17,388
Granted (in shares)			14,935,174
Vested in period (in shares)			8,118,139
Grant date fair value (in dollars per share) \| $ / shares			$ 2.09	$ 3.83	$ 2.71
Restricted stock units \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion, right to receive (in shares)	1
Share-Based Payment Arrangement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capitalized internal use software \| $			$ 3,994	$ 3,958
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
SARs Exercised (in shares) \| $			29	1,171	$ 636
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vest date fair value \| $			$ 295	$ 2,103	$ 3,591
Granted (in shares)			0
Vested in period (in shares)			119,171
Grant date fair value (in dollars per share) \| $ / shares			$ 0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividends			0.00%	0.00%	0.00%
Exercised after the Reverse Recapitalization (in shares)			0	0	0
Restricted stock units - founder’s award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			0
Vested in period (in shares)			0
Grant date fair value (in dollars per share) \| $ / shares			$ 0
Requisite service period			4 years 8 months 12 days

STOCK-BASED COMPENSATION - Non-Cash Stock-Based Compensation Awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Non-cash stock-based compensation included in capitalized internal use software	$ 42,669	$ 46,710	$ 49,646
Capitalized internal use software
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Non-cash stock-based compensation included in capitalized internal use software	1,580	2,441	2,402
Sales and marketing expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Non-cash stock-based compensation included in capitalized internal use software	2,345	2,795	4,086
General and administrative expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Non-cash stock-based compensation included in capitalized internal use software	$ 38,744	$ 41,474	$ 43,158

STOCK-BASED COMPENSATION - SARs (formerly UARs) (Details) - Stock appreciation rights $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
SARs
Outstanding, beginning (in shares) \| shares	5,758,589
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	(17,627)
Forfeited (in shares) \| shares	(28,024)
Expired (in shares) \| shares	0
Outstanding, ending (in shares) \| shares	5,712,938
Vested and expected to vest (in shares) \| shares	5,712,938
Exercisable (in shares) \| shares	5,684,859
Weighted- Average Exercise Price Per Share
Outstanding, beginning, Weighted average exercise price (in dollars per share) \| $ / shares	$ 2.20
Granted, Weighted average exercise price (in dollars per share) \| $ / shares	0
Exercised, Weighted average exercise price (in dollars per share) \| $ / shares	1.04
Forfeited, Weighted average exercise price (in dollars per share) \| $ / shares	3.49
Expired, Weighted average exercise price (in dollars per share) \| $ / shares	0
Outstanding, ending, Weighted average exercise price (in dollars per share) \| $ / shares	2.20
Vested and expected to vest, Weighted-Average Exercise Price Per Share (in shares) \| $ / shares	2.20
Exercisable, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	$ 2.18
Outstanding, Weighted-Average Remaining Contractual Terms in Years	4 years 6 months 25 days
Outstanding, Aggregate Intrinsic Value \| $	$ 560
Vested and expected to vest, Weighted-Average Remaining Contractual Terms in Years	4 years 6 months 25 days
Vested and expected to vest, Aggregate Intrinsic Value \| $	$ 560
Exercisable, Weighted-Average Remaining Contractual Terms in Years	4 years 6 months 21 days
Exercisable, Aggregate Intrinsic Value \| $	$ 560

STOCK-BASED COMPENSATION - RSAs (formerly PIUs), RSUs, RSUs - Founder’s Award (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted stock awards
SARs
Outstanding, beginning (in shares)	119,171
Granted (in shares)	0
Vested (in shares)	(119,171)
Forfeited (in shares)	0
Outstanding, ending (in shares)	0	119,171
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)	$ 2.96
Granted, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)	0
Vested, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)	2.96
Forfeited, Weighted-Average Exercise Price Per Share (in dollars per share)	0
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)	$ 0	$ 2.96
Restricted stock units
SARs
Outstanding, beginning (in shares)	15,071,731
Granted (in shares)	14,935,174
Vested (in shares)	(8,118,139)
Forfeited (in shares)	(6,995,734)
Outstanding, ending (in shares)	14,893,032	15,071,731
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)	$ 3.79
Granted, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)	2.09	$ 3.83	$ 2.71
Vested, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)	3.37
Forfeited, Weighted-Average Exercise Price Per Share (in dollars per share)	3.26
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)	$ 2.56	$ 3.79
Restricted stock units - founder’s award
SARs
Outstanding, beginning (in shares)	9,258,298
Granted (in shares)	0
Vested (in shares)	0
Forfeited (in shares)	0
Outstanding, ending (in shares)	9,258,298	9,258,298
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)	$ 5.06
Granted, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)	0
Vested, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)	0
Forfeited, Weighted-Average Exercise Price Per Share (in dollars per share)	0
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)	$ 5.06	$ 5.06

STOCK-BASED COMPENSATION - Stock Options (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Stock Options
Outstanding, beginning (in shares) \| shares	1,393,618
Granted (in shares) \| shares	599,214
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(26,672)
Expired (in shares) \| shares	(47,000)
Outstanding, ending (in shares) \| shares	1,919,160
Vested and expected to vest (in shares) \| shares	1,919,160
Exercisable (in shares) \| shares	1,247,353
Weighted- Average Exercise Price Per Share
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	$ 5.15
Granted, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	2.56
Exercised, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	0
Forfeited, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	11.20
Expired, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	11.20
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	4.11
Vested and expected to vest, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	4.11
Exercisable, Weighted-Average Exercise Price Per Share (in dollars per share) \| $ / shares	$ 4.82
Stock Options Additional Disclosures
Outstanding, Weighted-Average Remaining Contractual Terms in Years	7 years 4 months 2 days
Vested and expected to vest, Weighted-Average Remaining Contractual Terms in Years	7 years 4 months 2 days
Exercisable, Weighted-Average Remaining Contractual Terms in Years	6 years 4 months 17 days
Outstanding, Aggregate Intrinsic Value \| $	$ 0
Vested and expected to vest, Aggregate Intrinsic Value \| $	0
Exercisable, Aggregate Intrinsic Value \| $	$ 0

STOCK-BASED COMPENSATION - Weighted Average Assumptions (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 7 months 20 days	5 years 6 months	5 years 7 months 24 days
Expected stock price volatility	80.70%	83.00%	66.90%
Risk-free interest rate	4.60%	3.40%	2.90%
Expected dividends	0.00%	0.00%	0.00%
Fair Value (per stock option)	$ 1.80	$ 2.10	$ 2.12

SEGMENT INFORMATION (Details) $ in Thousands	12 Months Ended
SEGMENT INFORMATION (Details) $ in Thousands	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| segment	1
Segment Reporting Information [Line Items]
Revenue	$ 190,231	$ 193,399	$ 162,665
Cost of revenue	61,837	56,952	49,732
Marketing expense	39,593	43,043	45,113
Unrealized loss (gain) on derivatives, net	0	13,385	(26,620)
Interest income	(3,104)	(3,377)	(483)
Income tax expense	115	109	19
Net Loss	(67,142)	(67,669)	(63,908)
Tutoring Segment
Segment Reporting Information [Line Items]
Revenue	190,231	193,399	162,665
Cost of revenue	61,837	56,952	49,732
Employee-related expense (excluding product and development expense)	94,937	85,756	98,242
Marketing expense	39,593	43,043	45,113
Product and development expense	43,928	40,859	36,097
Depreciation and amortization of intangible assets	1,512	1,504	1,656
Other segment items	18,555	22,837	22,817
Unrealized loss (gain) on derivatives, net	0	13,385	(26,620)
Interest income	(3,104)	(3,377)	(483)
Income tax expense	115	109	19
Net Loss	$ (67,142)	$ (67,669)	$ (63,908)

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