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NRDY on NYSE

Nerdy, Inc.

Logo: nerdy.com3

American educational technology holding company founded in 20211

In its 2026 annual report the company says: “We operate a next-generation live tutoring and intervention platform that leverages the power of human expertise with advanced artificial intelligence to personalize learning, accelerate student achievement, and empower educators. Our purpose-built proprietary platform leverages technology, including 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.”7 It is headquartered in St. Louis, Missouri.1 Its shares trade on NYSE under the symbol NRDY.1

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Last updated Oct 21, 2026.

Overview

$179.0MRevenue, fiscal 20254
-$39.9MNet income, fiscal 20254
2021Founded1

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  • TickerNRDY on NYSE1
  • IndustryServices-Educational Services1
  • HeadquartersSt. Louis, Missouri1
  • Websitewww.nerdy.com
  • Incorporated inDE5
  • Business address8001 Forsyth Blvd., Suite 1050, St. Louis, Mo 631055
  • Filer categoryAccelerated filer, Smaller reporting company5

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Nerdy, Inc. image from its website
Image: nerdy.com6

We operate a next-generation live tutoring and intervention platform that leverages the power of human expertise with advanced artificial intelligence (“AI”) to personalize learning, accelerate student achievement, and empower educators. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including 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, chat, essay review, adaptive assessments, and self-study tools. Our flagship bus…7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

58.0%Gross margin4
-34.6%Operating margin4
-22.3%Net margin4
-5.9%Revenue growth, 20254
-210.0%Return on equity4
1.02×Debt to equity4
-$24.2MFree cash flow4

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue42¢$75.2M
  • Other costs58¢$103.6M
  • Income tax0¢$159.0K

Out of $179.0M in revenue.4 The company lost money this year.

Financial statements

Revenue8910114$179.0M in 2025+98% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $90.5M$90.5M20192020: $104.0M$104.0M2020+15%2021: $140.7M$140.7M2021+35%2022: $162.7M$162.7M2022+16%2023: $193.4M$193.4M2023+19%2024: $190.2M$190.2M2024−2%2025: $179.0M$179.0M2025−6%
Gross profit8910114$103.8M in 2025+74% since 2019
0$50.0M$100.0M$150.0M2019: $59.6M$59.6M20192020: $69.1M$69.1M2020+16%2021: $94.0M$94.0M2021+36%2022: $112.9M$112.9M2022+20%2023: $136.4M$136.4M2023+21%2024: $128.4M$128.4M2024−6%2025: $103.8M$103.8M2025−19%
Operating income8910114-$61.9M in 2025+201% since 2019
-$100.0M-$75.0M-$50.0M-$25.0M02019: -$20.5M-$20.5M20192020: -$17.9M-$17.9M2020−13%2021: -$96.5M-$96.5M2021+438%2022: -$90.8M-$90.8M2022−6%2023: -$57.6M-$57.6M2023−37%2024: -$70.1M-$70.1M2024+22%2025: -$61.9M-$61.9M2025−12%
Net income8910114-$39.9M in 2025
-$60.0M-$40.0M-$20.0M02019: $0$020192020: $0$020202021: -$3.8M-$3.8M20212022: -$35.4M-$35.4M2022+837%2023: -$40.2M-$40.2M2023+13%2024: -$42.6M-$42.6M2024+6%2025: -$39.9M-$39.9M2025−6%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Revenue$179.0M$190.2M$193.4M
Cost of revenue$75.2M$61.8M$57.0M
Gross Profit$103.8M$128.4M$136.4M
Sales and marketing expenses$60.1M$71.6M$68.4M
General and administrative expenses$105.5M$126.9M$125.6M
Operating Loss-$61.9M-$70.1M-$57.6M
Unrealized loss on derivatives, net$0$0$13.4M
Interest income, net-$1.1M-$3.1M-$3.4M
Other (income) expense, net-$2.0K$23.0K-$19.0K
Loss before Income Taxes-$60.8M-$67.0M-$67.6M
Income tax expense$159.0K$115.0K$109.0K
Net Loss-$60.9M-$67.1M-$67.7M
Net loss attributable to noncontrolling interests-$21.0M-$24.6M-$27.5M
Net Loss Attributable to Class A Common Stockholders-$39.9M-$42.6M-$40.2M
Basic (in dollars per share)-$0.33-$0.38-$0.41
Diluted (in dollars per share)-$0.33-$0.38-$0.41
Basic (in shares)120.8M shares111.7M shares97.2M shares
Diluted (in shares)120.8M shares111.7M shares97.2M shares

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Corporate structure

Nerdy, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Nerdy, Inc.

  • Nerdy, Inc. St. Louis, Missouri

Built from subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Nerdy, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$27.1M4 Dec 31, 2025
Property and equipment, before depreciation$30.2M4 Dec 31, 2025$51.2M4 Dec 31, 2024−41.0%
Accumulated depreciation$21.5M4 Dec 31, 2025$34.1M4 Dec 31, 2024−36.8%
Property and equipment, net$8.7M4 Dec 31, 2025$17.1M4 Dec 31, 2024−49.4%
Operating-lease assets (leased space)$1.7M4 Dec 31, 2025$2.5M4 Dec 31, 2024−32.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$47.9M4 Dec 31, 2025$52.5M4 Dec 31, 2024−8.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$5.7M4 Dec 31, 2025$5.7M4 Dec 31, 20240%
Finite-lived intangibles, net$1.9M4 Dec 31, 2025$2.4M4 Dec 31, 2024−22.1%

Properties, in its own words

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. For information regarding our leases, refer to Note 13 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report.

Item 2 of the 10-K filed Feb 26, 2026.7

Leadership

Who has led Nerdy, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Charles K. Cohn2021–now

President

  1. Gregory Mrva2020
  2. Ian Clarkson2021

Chief financial officer

  1. Martin Davidson2020
  2. Jason H. Pello2021–2026
  3. Atul Madan Mohan Bagga2026–now

Chief operating officer

  1. Ian Clarkson2021
  2. John Andrew Paszterko2025–now
2025
Board members and other officers (24)

Subsidiaries and ownership

Subsidiaries

From Wikidata.1

Former names

  • TPG Pace Tech Opportunities Corp.Jul 29, 2020 to Sep 16, 20215

Timeline

  1. Sep 8, 20268-K Executive or director change44
  2. Sep 2, 20268-K Other events45
  3. Aug 21, 20268-K Executive or director change46
  4. Aug 14, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote47
  5. Aug 6, 20268-K Exit or restructuring costs48
  6. Aug 6, 20268-K Results of operations49
  7. Jul 14, 20268-K Executive or director change50
  8. May 22, 20268-K Executive or director change51
  9. May 7, 20268-K Results of operations52
  10. May 4, 20268-K Shareholder vote53
  11. Apr 6, 20268-K Executive or director change54
  12. Mar 6, 20268-K Listing notice or transfer55
  13. Sep 30, 2021New chief executive Charles K. Cohn becomes CEO18
  14. 2021Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.50) a share, on Nov 6, 2025.56

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results49
  2. May 7, 2026Reported quarterly or annual results52
  3. Feb 26, 2026Reported quarterly or annual results57
  4. Nov 6, 2025Reported quarterly or annual results58
  5. Aug 7, 2025Reported quarterly or annual results59
  6. May 8, 2025Reported quarterly or annual results60
  7. Feb 27, 2025Reported quarterly or annual results61
  8. Nov 7, 2024Reported quarterly or annual results62

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

418 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 43 major events, 257 insider forms, 37 large holders, 61 other. The latest 20:

  1. Sep 15, 20264 EDGAR
  2. Sep 8, 20268-K EDGAR
  3. Sep 2, 20268-K EDGAR
  4. Aug 21, 20268-K EDGAR
  5. Aug 21, 2026SCHEDULE 13D/A EDGAR
  6. Aug 14, 20268-K EDGAR
  7. Aug 6, 202610-Q EDGAR
  8. Aug 6, 20268-K EDGAR
  9. Aug 6, 20268-K EDGAR
  10. Jul 20, 20264 EDGAR
  11. Jul 20, 20264 EDGAR
  12. Jul 20, 20264 EDGAR
  13. Jul 20, 20264 EDGAR
  14. Jul 17, 20264 EDGAR
  15. Jul 17, 20263 EDGAR
  16. Jul 17, 20264 EDGAR
  17. Jul 17, 20264 EDGAR
  18. Jul 15, 2026DEFA14A EDGAR
  19. Jul 14, 20268-K EDGAR
  20. Jul 13, 2026DEF 14A EDGAR

The 418 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

182 open-market trades by officers, directors and large owners since October 2021: 108 buys and 74 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026Swenson Christopher C.Chief Legal OfficerSale1,741$9.05$15.8KForm 4
Jul 16, 2026Bagga Atul Madan MohanChief Financial OfficerSale36,426$0.83$30.2KForm 4
Jul 16, 2026Paszterko John AndrewChief Operating OfficerSale31,034$0.83$25.8KForm 4
Jul 16, 2026Callaway KyleChief Accounting OfficerSale13,377$0.83$11.1KForm 4
Jul 16, 2026Swenson Christopher C.Chief Legal OfficerSale22,707$0.83$18.8KForm 4
Jun 16, 2026Swenson Christopher C.Chief Legal OfficerSale20,153$0.88$17.7KForm 4
Jun 15, 2026Cohn Charles K.Chief Executive OfficerBuy250,007$1.00$250.0KForm 4
Jun 12, 2026Cohn Charles K.Chief Executive OfficerBuy251,081$1.00$251.1KForm 4
Jun 11, 2026Cohn Charles K.Chief Executive OfficerBuy258,204$0.97$250.5KForm 4
Jun 10, 2026Cohn Charles K.Chief Executive OfficerBuy219,019$0.91$199.3KForm 4
May 18, 2026Swenson Christopher C.Chief Legal OfficerSale22,796$0.80$18.2KForm 4
Apr 16, 2026Paszterko John AndrewChief Operating OfficerSale31,788$0.93$29.6KForm 4
Apr 16, 2026Swenson Christopher C.Chief Legal OfficerSale69,796$0.93$64.9KForm 4
Mar 16, 2026Swenson Christopher C.Chief Legal OfficerSale18,366$0.90$16.5KForm 4
Mar 16, 2026Pello Jason H.Chief Financial OfficerSale30,609$0.90$27.5KForm 4
Mar 10, 2026Pello Jason H.Chief Financial OfficerSale75,000$0.92$69.0KForm 4
Feb 17, 2026Pello Jason H.Chief Financial OfficerSale49,814$0.97$48.3KForm 4
Feb 17, 2026Swenson Christopher C.Chief Legal OfficerSale32,641$0.97$31.7KForm 4
Jan 16, 2026Paszterko John AndrewChief Operating OfficerSale18,457$1.01$18.6KForm 4
Dec 22, 2025Swenson Christopher C.Chief Legal OfficerSale35,000$1.33$46.5KForm 4

All 182 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Sep 27, 2021Lisa Blunt RochesterDemocratic, SenateBuy$1,001 - $15,000−169.9%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Nerdy, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNerdy Inc.2
  • CIK0001819404
  • Employer ID (EIN)98-14998607
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 312
  • Industry code (SIC)8200 Services-Educational Services2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address8001 Forsyth Blvd., Suite 1050, St. Louis, MO 631052
  • Phone(314) 412-12272
  • Shares outstanding124,219,824 Common Class A shares; 64,376,961 Common Class B shares as of Feb 12, 20267
  • Public float$98.7M as of Jun 30, 20257
  • AuditorPricewaterhouseCoopers LLP, St. Louis, Missouri PCAOB ID 238; it also attests to the company’s internal control over financial reporting7
  • On EDGAR sinceJul 29, 20202
  • Filings539 in all: 4 (254), 8-K (53), 3 (25), 425 (23), SC 13G/A (19), 10-Q (18), CORRESP (15), 4/A (14)2
    All 37 form types

    424B3 (14), 144 (13), SC 13G (8), UPLOAD (8), SC 13D/A (7), 10-K (6), DEF 14A (6), EFFECT (6), S-4/A (6), S-8 (6), SCHEDULE 13D/A (5), ARS (3), DEFA14A (3), POS AM (3), S-1/A (3), 25-NSE (2), 3/A (2), S-1 (2), S-4 (2), SC 13D (2), SC TO-I/A (2), SCHEDULE 13G/A (2), 10-K/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), PRE 14A (1), SC TO-I (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Jul 13, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareNRDYNew York Stock Exchange

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Nerdy, Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 57 risks under these headings, as written.7

  • 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.
  • 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.
  • 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.
  • 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, and if we fail to attract and retain Learners our business and operating results will suffer.
  • •Impact of general economic and social conditions.
  • 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.
  • Many of our Learners are minors, which may subject us to significant and/or heightened litigation risks, regulatory scrutiny, and reputational damage.
  • 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.
The other 46 risks
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • Contracts with Institutions present unique risks and uncertainties that are not present when selling directly to Learners.
  • Our financial performance depends heavily on Learner retention within our offerings, and factors influencing Learner retention may be out of our control.
  • We 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.
  • 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.
  • Our business is affected by seasonality driven by school and standardized testing schedules.
  • 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.
  • Our employees located outside of the U.S. and foreign residents accessing our platform and purchasing our offerings expose us to foreign risks.
  • 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.
  • Failures of our platform, or disruption to its access, could reduce Learners’, Institutions’, and Experts’ satisfaction with our offerings and could harm our reputation.
  • 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.
  • We depend on third-party vendors, tools, and platforms for services including but not limited to hosting, discovery, advertising, delivering content, and more.
  • 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.
  • 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.
  • 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.
  • 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.
  • Risk Related to Our Indebtedness
  • Our operating activities may be restricted as a result of covenants related to our Term Loan, which we may be required to repay in an event of default, which could have a materially adverse effect on our business.
  • Our level of indebtedness and debt service obligations could adversely affect our financial condition and may make it more difficult for us to fund our operations.
  • 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.
  • 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.
  • 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 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.
  • 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.
  • 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.
  • Concentration of ownership among members of our senior management, our existing directors, and principal stockholders may prevent new investors from influencing significant corporate decisions.
  • Due to the significant and rapid advances in AI, we may incur write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition and results of operations.
  • 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.
  • 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.
  • We are subject to risks related to taxation in the U.S.
  • 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.
  • 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.
  • 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.
  • 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 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.
  • 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 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.
  • We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
  • 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.
  • 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 failure to meet the New York Stock Exchange’s continued listing requirements could result in a delisting of our Class A Common Stock.

Legal proceedings

For information regarding our legal proceedings, refer to “Commitments and Contingencies” in Note 15 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of this report, which is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.7

Sources

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