Nerdy第二季虧損大幅收窄至686萬美元 宣布結束Varsity Tutors for Schools業務

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)

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

For the quarterly period ended June 30, 2026
OR

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

For the transition period from _______ to _______
Commission File Number: 1-39595

NERDY INC.
(Exact name of registrant as specified in its charter)

Delaware98-1499860
(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 classTrading
Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareNRDYNew York Stock Exchange

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 is a shell company (as defined in Rule 12b-2 of the Act).   Yes   ☐    No ☒
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 - 127,879,473 shares of common stock as of July 31, 2026
Class B common stock, par value $0.0001 per share - 63,730,417 shares of common stock as of July 31, 2026

Table of Contents

NERDY INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

Page
PART I
FINANCIAL INFORMATION

Item 1.
Financial Statements (Unaudited).
1

Condensed Consolidated Statements of Operations (Unaudited).
1

Condensed Consolidated Statements of Comprehensive Loss (Unaudited).
2

Condensed Consolidated Balance Sheets (Unaudited).
3

Condensed Consolidated Statements of Cash Flows (Unaudited).
4

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited).
5

Notes to Condensed Consolidated Financial Statements (Unaudited).
6

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
13

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
19

Item 4.
Controls and Procedures.
19

PART II
OTHER INFORMATION

Item 1.
Legal Proceedings.
20

Item 1A.
Risk Factors.
20

Item 5.
Other Information.
21

Item 6.
Exhibits.
22

SIGNATURES
23

i

Table of Contents

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)

Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
Revenue$43,231 $45,263 $91,966 $92,858 
Cost of revenue15,247 17,421 31,708 37,405 
Gross Profit27,984 27,842 60,258 55,453 
Sales and marketing expenses11,571 13,558 25,728 29,343 
General and administrative expenses22,889 26,572 46,804 54,983 

Operating Loss(6,476)(12,288)(12,274)(28,873)
Interest expense
672 — 1,332 — 
Interest income
(325)(365)(693)(827)
Other (income) expense, net(1)4 15 4 

Loss before Income Taxes(6,822)(11,927)(12,928)(28,050)
Income tax expense34 74 56 102 
Net Loss(6,856)(12,001)(12,984)(28,152)

Net loss attributable to noncontrolling interests(2,203)(4,104)(4,256)(9,759)
Net Loss Attributable to Class A Common Stockholders$(4,653)$(7,897)$(8,728)$(18,393)

Loss per share of Class A Common Stock:
Basic and Diluted
$(0.04)$(0.07)$(0.07)$(0.15)

Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted
126,382 120,151 125,339 119,304 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
1

Table of Contents

NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
 (in thousands)

Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
Net Loss$(6,856)$(12,001)$(12,984)$(28,152)
Foreign currency translation adjustments(33)79 (33)116 
Reclassification to net loss (see Note 1) (53)— (53)— 
Total Comprehensive Loss(6,942)(11,922)(13,070)(28,036)

Comprehensive loss attributable to noncontrolling interests(2,253)(4,075)(4,306)(9,718)
Total Comprehensive Loss Attributable to Class A Common Stockholders$(4,689)$(7,847)$(8,764)$(18,318)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
2

Table of Contents

NERDY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)

June 30,
2026December 31,
2025
ASSETS
Current Assets
Cash and cash equivalents$38,424 $47,895 
Accounts receivable, net4,319 5,639 
Other current assets3,613 4,640 
Total Current Assets46,356 58,174 
Fixed assets, net10,221 8,683 
Goodwill5,717 5,717 
Intangible assets, net688 1,893 
Other assets1,596 1,699 
Total Assets$64,578 $76,166 

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$4,425 $3,376 
Deferred revenue6,235 14,481 

Other current liabilities6,518 7,768 
Total Current Liabilities17,178 25,625 
Long-term debt19,578 19,327 
Other liabilities1,882 2,281 
Total Liabilities38,638 47,233 
Stockholders’ Equity
Class A common stock13 12 
Class B common stock6 6 
Additional paid-in capital623,771 616,741 
Accumulated deficit(606,514)(597,786)
Accumulated other comprehensive income
— 36 
Total Stockholders’ Equity Excluding Noncontrolling Interests17,276 19,009 
Noncontrolling interests8,664 9,924 
Total Stockholders’ Equity25,940 28,933 
Total Liabilities and Stockholders’ Equity$64,578 $76,166 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
3

Table of Contents

NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)

Six Months Ended
June 30,
20262025
Cash Flows From Operating Activities
Net Loss$(12,984)$(28,152)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock-based compensation expense9,831 15,126 
Depreciation & amortization1,417 3,671 
Amortization of intangibles257 310 
Amortization of deferred financing fees
251 — 
Loss on abandonment of business673 — 
Other
— 69 
Other changes in operating assets and liabilities:
Decrease in accounts receivable, net1,320 977 
Decrease in other current assets1,027 279 
Decrease in other assets103 703 
Increase in accounts payable
1,055 1,253 
Decrease in deferred revenue(8,461)(5,276)
Decrease in other current liabilities(853)(1,672)
Decrease in other liabilities(161)(777)
Net Cash Used in Operating Activities(6,525)(13,489)
Cash Flows From Investing Activities
Capital expenditures(2,714)(2,333)
Net Cash Used In Investing Activities(2,714)(2,333)
Cash Flows From Financing Activities

Payments of deferred financing fees(250)— 

Net Cash Used In Financing Activities(250)— 
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash18 3 
Net Decrease in Cash, Cash Equivalents, and Restricted Cash(9,471)(15,819)
Cash, Cash equivalents, and Restricted Cash, Beginning of Year 47,895 52,673 
Cash, Cash Equivalents, and Restricted Cash, End of Period$38,424 $36,854 

Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software$246 $537 
Purchase of fixed assets included in accounts payable 19 3 
Cash paid for interest1,087 — 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(in thousands)

As Of and For The Three Months Ended
June 30,As Of and For The Six Months Ended
June 30,
2026202520262025
Class A Common Stock
Beginning13 12 $12 $12 
Activity under stock compensation plans— — 1 — 
End of period13 12 13 12 
Class B Common Stock

Beginning and end of period6 6 6 6 
Additional Paid-In Capital
Beginning of period621,102 602,667 616,741 597,308 
Non-cash stock-based compensation3,953 7,790 10,077 15,663 
Activity under stock compensation plans— — (1)— 
Conversion of combined interests into Class A common stock— — 116 — 

Rebalancing of ownership percentage between controlling and the noncontrolling interests(1,284)(2,483)(3,162)(4,997)
End of period623,771 607,974 623,771 607,974 
Accumulated Deficit
Beginning of period(601,861)(568,362)(597,786)(557,866)
Net loss(4,653)(7,897)(8,728)(18,393)
End of period(606,514)(576,259)(606,514)(576,259)
Accumulated Other Comprehensive Income

Beginning of period36 44 36 19 
Foreign currency translation adjustments(33)50 (33)75 
Reclassification to net loss(3)— (3)— 
End of period— 94 — 94 
Total Stockholders’ Equity Excluding Noncontrolling Interests17,276 31,827 17,276 31,827 
Noncontrolling Interests
Beginning of period9,633 18,505 9,924 21,634 
Net loss(2,203)(4,104)(4,256)(9,759)

Foreign currency translation adjustments— 29 — 41 
Reclassification to net loss(50)— (50)— 
Conversion of combined interests into Class A common stock— — (116)— 

Rebalancing of ownership percentage between controlling and the noncontrolling interests1,284 2,483 3,162 4,997 
End of period8,664 16,913 8,664 16,913 
Total Stockholders’ Equity25,940 48,740 $25,940 $48,740 
Class A Common Stock - Shares
Beginning of period125,414 119,356 123,561 117,699 
Activity under stock compensation plans1,628 1,671 2,816 3,328 
Conversion of combined interests into Class A common stock— — 665 — 

End of period127,042 121,027 127,042 121,027 
Class B Common Stock - Shares
Beginning of period63,730 64,395 64,395 64,395 

Conversion of combined interests into Class A common stock— — (665)— 

End of period63,730 64,395 63,730 64,395 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
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NERDY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands, except per share information and where indicated otherwise)

NOTE 1 — BASIS OF PRESENTATION AND BACKGROUND
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.
Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders (as defined below) are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”).
Background
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: (i) 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 equity (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.
Abandonment of First Tutors
In the second quarter of 2026, the Company made a strategic decision to abandon the First Tutors business, which is operated by EduNation Limited, a limited company incorporated in England and Wales. The Company will no longer sell new services under the First Tutors trade name, and it is directing resources toward the growth of its core business. In connection with this abandonment, the Company recorded write-offs of the First Tutors trade name along with other assets and liabilities.

NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and based on current information, has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on its results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit).
In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 removes the prescriptive project stage model for internal-use software 
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development and instead requires capitalization of costs when management has authorized and committed to funding the project and it is probable that the project will be completed and the software will be used as intended. The ASU also incorporates the accounting for website development costs into Subtopic 350-40 and clarifies that property, plant, and equipment disclosure requirements apply to all capitalized internal-use software costs. This ASU is effective for annual periods beginning after December 15, 2027 (i.e., Nerdy’s financial statements for the year ending December 31, 2028), and for interim periods therein. Early adoption is permitted. The amendments may be applied prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact this ASU will have on its financial statements.
In November 2024, the FASB issued 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 is 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’s adoption of this ASU will result in expanded disclosures related to expense captions reported on the face of the income statement but will not have a material impact on the Company’s financial statements.

NOTE 3 — NONCONTROLLING INTERESTS
As of June 30, 2026, Legacy Nerdy Holders owned 63,730 OpCo Units, equal to 33.4% of the economic interest in Nerdy LLC, and 63,730 shares of Class B Common Stock. As of December 31, 2025, Legacy Nerdy Holders owned 64,395 OpCo Units equal to 34.3% of the economic interest in Nerdy LLC, and 64,395 shares of Class B Common Stock.
Nerdy Inc. owned 66.6% and 65.7% of the outstanding OpCo Units as of June 30, 2026 and December 31, 2025, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or 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 was 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 for the periods presented.

As Of and For The Three Months Ended
June 30,As Of and For The Six Months Ended
June 30,
2026202520262025
OpCo Units
Nerdy Inc.
Beginning of period125,414 119,356 123,561 117,699 
Vesting or exercise of equity awards1,628 1,671 2,816 3,328 
Conversion of Combined Interests into Class A Common Stock— — 665 — 

End of period127,042 121,027 127,042 121,027 
Legacy Nerdy Holders
Beginning of period63,730 64,395 64,395 64,395 

Conversion of Combined Interests into Class A Common Stock— — (665)— 

End of period63,730 64,395 63,730 64,395 
Total
Beginning of period189,144 183,751 187,956 182,094 
Vesting or exercise of equity awards1,628 1,671 2,816 3,328 

End of period190,772 185,422 190,772 185,422 
Ownership Percentage
Nerdy Inc.
Beginning of period66.3 %65.0 %65.7 %64.6 %
End of period66.6 %65.3 %66.6 %65.3 %
Legacy Nerdy Holders
Beginning of period33.7 %35.0 %34.3 %35.4 %
End of period33.4 %34.7 %33.4 %34.7 %

NOTE 4 — REVENUE
The following table presents the Company’s revenue by business category for the periods presented.

Three Months Ended
June 30,Six Months Ended
June 30,
2026%2025%2026%2025%
Consumer$36,452 84 %$37,824 83 %$75,736 82 %$75,837 81 %
Institutional6,752 15 %7,308 16 %16,046 17 %16,688 18 %
Other
27 1 %131 1 %184 1 %333 1 %
Revenue$43,231 100 %$45,263 100 %$91,966 100 %$92,858 100 %

Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented.

June 30,
2026December 31,
2025
Accounts receivable, net$4,319 $5,639 
Deferred revenue$6,235 $14,481 

“Accounts receivable, net” is reported net of reserves of $168 and $485 as of June 30, 2026 and December 31, 2025, respectively.
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NOTE 5 — INCOME TAXES
Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is 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. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of June 30, 2026.
The effective income tax rate was (0.50)% and (0.62)% for the three months ended June 30, 2026 and 2025, respectively. The effective income tax rate was (0.43)% and (0.36)% for the six months ended June 30, 2026 and 2025, respectively. The effective income tax rates differed significantly from the statutory rates in both the current and prior year periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported in all periods represents amounts owed to state authorities.

NOTE 6 — LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock.

Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025

Net loss attributable to Class A Common Stockholders for basic and diluted loss per share$(4,653)$(7,897)$(8,728)$(18,393)

Weighted-average shares of Class A Common Stock for basic and diluted loss per share126,382 120,151 125,339 119,304 

Basic and Diluted loss per share of Class A Common Stock$(0.04)$(0.07)$(0.07)$(0.15)

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

Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
Stock options3,821 2,484 3,821 2,484 
Stock appreciation rights5,363 5,643 5,363 5,643 

Restricted stock units7,657 8,605 7,657 8,605 
Restricted stock units - founder’s award9,258 9,258 9,258 9,258 
Market-based performance restricted stock units
1,053 3,076 1,053 3,076 

Combined Interests that can be converted into shares of Class A Common Stock63,730 64,395 63,730 64,395 

NOTE 7 — FIXED ASSETS, NET
The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented.

June 30,
2026December 31,
2025
Fixed assets$33,156 $30,206 
Accumulated depreciation(22,935)(21,523)
$10,221 $8,683 

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

Three Months Ended
June 30,Six Months Ended
June 30,
Statement of Operations Location2026202520262025
Amortization expense related to capitalized internal-use softwareCost of revenue$584 $1,706 $1,098 $3,367 
Depreciation expenseGeneral and administrative expenses176 132 319 304 

NOTE 8 — INTANGIBLE ASSETS, NET
The Company’s intangible assets consist entirely of trade names. The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented.

June 30,
2026December 31, 2025
Carrying amount$2,750 $6,310 
Accumulated amortization(2,062)(4,417)
$688 $1,893 

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

Three Months Ended
June 30,Six Months Ended
June 30,
Statement of Operations Location2026202520262025
Amortization expense related to intangible assetsGeneral and administrative expenses$99 $158 $257 $310 

NOTE 9 — FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities include cash and cash equivalents, 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. There were no fair value measurement adjustments recognized related to definite-lived assets or goodwill during the three and six months ended June 30, 2026 or 2025. The fair values of any outstanding borrowings under the Term Loan (as defined in Note 10) as of June 30, 2026 and December 31, 2025 approximated their carrying values.

NOTE 10 — LONG-TERM DEBT
Loan Agreement
On November 3, 2025 (“Closing Date”), the Company and certain of its subsidiaries entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and the lenders party thereto, pursuant to which the lenders made available up to two tranches of term loans in an aggregate principal amount of $50,000 (the “Term Loan”), subject to certain terms and conditions, with the first tranche of up to $30,000 available for borrowing in multiple draws of at least $2,500 and the second tranche of up to $20,000 available for borrowing in multiple draws of at least $2,500. The Term Loan matures on November 1, 2029 (the “Maturity Date”) and bears interest equal to the greater of (a) the prime rate as reported in The Wall Street Journal plus 3.50% and (b) 10.75%. The Loan Agreement is for 48 months, with interest-only payments for an initial period of 36 months from the Closing Date, which may be extended by an additional 12 months upon achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement (the “Interest-Only Period”). After the Interest-Only Period, the Company will be required to repay in equal monthly installments of the principal and interest until the Maturity Date. The obligations under the Loan Agreement are secured by a security interest in substantially all of the Company’s assets and the assets of its subsidiaries that are co-borrowers or guarantors. The Loan Agreement provides for an end of term charge equal to 7.50% of the funded loan amount, due at the earlier of prepayment or maturity. Pro-rata payment of any earned end of term charge will be due upon any partial prepayment. The Company incurred $2,251 of costs (including an accrued end of term charge of $1,500 based upon the amount borrowed on November 3, 2025) in 
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connection with entering into the Loan Agreement and the borrowings under the Term Loan, which were deferred and are being amortized to interest expense over the term of the Term Loan.
As of June 30, 2026, the Term Loan had outstanding borrowings of $20,000 and an available borrowing capacity of $10,000. The remaining $10,000 under the first tranche of Term Loan is available to be drawn until December 31, 2026. After the first tranche is drawn in full or after December 31, 2026, the second Term Loan tranche may be made available, subject to the approval of the lenders. The Company’s ability to access the maximum borrowing capacity under the Term Loan will require its future TTM Contribution Margin (as defined in the Loan Agreement) to exceed historical levels. As of June 30, 2026 and December 31, 2025, the interest rate on the outstanding borrowings under the Term Loan was 10.75%
Debt Covenants
The Loan Agreement includes customary representations and warranties and covenants associated with the Term Loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), share repurchases, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Such covenants and limitations on indebtedness include (but are not limited to) that the Company must maintain the greater of (i) $15,000 of Qualified Cash (as defined in the Loan Agreement) or (ii) Qualified Cash that results in Remaining Months Liquidity (as defined in the Loan Agreement) of at least 6 months. Additionally, the Company’s outstanding borrowings must not exceed certain multiples of its TTM Contribution Margin. If at any time, the outstanding borrowings exceed the required multiple of the TTM Contribution Margin, the Company will be required to immediately repay principal until the outstanding borrowings are less than the applicable multiple. The Company’s ability to access the maximum borrowing capacity under the Term Loan will require its future TTM Contribution Margin to exceed historical levels. As of June 30, 2026, the Company was in compliance with these covenants.

NOTE 11 — 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; 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.
As of June 30, 2026, Nerdy Inc. has not recognized a liability of $118,238 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 three and six months ended June 30, 2026 or 2025. 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 the statement of operations.

NOTE 12 — COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Independent Contractor Classification Matters
The Company, through its consolidated subsidiaries, 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. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in 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 
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account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations, or cash flows of the Company.

NOTE 13 — SEGMENT INFORMATION
The Company has one reportable segment: Tutoring. The Tutoring Segment generates revenue by selling services to individual 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 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 Condensed 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 Condensed Consolidated Balance Sheets as “Total Assets.” The segment additions to property are reported in the Condensed 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 4 for the Company’s revenue by business.
The following table presents information about the Company’s Tutoring Segment for the periods presented.

Three Months Ended
June 30,Six Months Ended
June 30,
2026202520262025
Revenue$43,231 $45,263 $91,966 $92,858 

Less:
Cost of revenue15,247 17,421 31,708 37,405 
Employee-related expense (excluding product and development expense)
13,865 19,037 31,239 39,519 
Marketing expense
6,531 6,788 14,931 15,219 
Product and development expense9,764 10,683 18,939 21,417 
Depreciation and amortization of intangible assets
275 290 576 614 
Other segment items (a)4,024 3,336 6,862 7,561 
Interest expense
672 — 1,332 — 
Interest income
(325)(365)(693)(827)
Income tax expense34 74 56 102 
Segment Net Loss$(6,856)$(12,001)$(12,984)$(28,152)

(a)Other segment items consists of tutor acquisition costs, professional services expense, restructuring expense, rent expense, and other operating costs.

NOTE 14 — SUBSEQUENT EVENT
Wind-Down of Varsity Tutors for Schools
On July 31, 2026, subsequent to the end of the period, the Company committed to a plan to wind down its Varsity Tutors for Schools offering and business line, which leveraged its next-generation live tutoring and intervention platform capabilities to offer high-dosage tutoring and its online learning solutions to education systems (“Institutions”). In connection with the wind-down, the Company estimates it will inc