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    Nerdy Inc. filed SEC Form 8-K: Results of Operations and Financial Condition

    5/8/25 4:02:16 PM ET
    $NRDY
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    8-K
    false 0001819404 0001819404 2025-05-08 2025-05-08
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(D)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (date of earliest event reported) May 8, 2025

     

     

    NERDY INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-39595   98-1499860

    (State or other jurisdiction of

    incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    8001 Forsyth Blvd., Suite 1050

    St. Louis, MO

      63105
      (address of principal executive offices)   (zip code)

    (314) 412-1227

    (Registrant’s telephone number, including area code)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    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

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company  ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 2.02.

    Results of Operations and Financial Condition.

    On May 8, 2025, Nerdy Inc. issued press releases announcing results for its first quarter ended March 31, 2025. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K.

    The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    No.

      

    Description

    99.1    Earnings Release dated May 8, 2025.
    99.2    Press Release dated May 8, 2025.
    104    Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).

     

    2


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        Nerdy Inc.
        (Registrant)
    Date: May 8, 2025     By:  

    /s/ Jason Pello

        Name:   Jason Pello
        Title:   Chief Financial Officer

     

    3

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