Form 8-K

8-K — Nerdy Inc.

Accession: 0001193125-26-337961

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001819404

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d70247d8k.htm (Primary)

EX-99.1 (d70247dex991.htm)

EX-99.2 (d70247dex992.htm)

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8-K

8-K (Primary)

Filename: d70247d8k.htm · Sequence: 1

8-K

false 0001819404 0001819404 2026-08-06 2026-08-06

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) August 6, 2026

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 August 6, 2026, Nerdy Inc. issued press releases announcing results for its second quarter ended June 30, 2026. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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 August 6, 2026.

99.2

Press Release dated August 6, 2026.

104

Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).

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: August 6, 2026

By:

/s/ Kyle Callaway

Name:

Kyle Callaway

Title:

Chief Accounting Officer

EX-99.1

Filename: d70247dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Q2 I 2026 Shareholder Letter The Learning Experience

Q2 2026 EARNINGS RELEASE

In this release

A Note to Our Shareholders

Second Quarter Financial Highlights

Second Quarter 2026 Key Results

Third Quarter and Full Year 2026 Outlook

Financial Discussion

Condensed Consolidated Financial Statements

Non-GAAP Reconciliations

Key Operating Metrics

Key Performance Metrics and Non-GAAP Financial Measures

Forward-Looking Statements

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Dear Shareholders,

Q2 demonstrated continued improvement in Nerdy’s operating performance and made clearer what the company is becoming: a focused Consumer

learning company built around one connected system for learning, tutoring, and progress.

Total revenue was $43.3 million, with

Consumer generating $36.5 million, or 84% of total revenue. Gross margin expanded 320 basis points to 64.7%. Net loss improved to $6.9 million from $12.0 million. Our non-GAAP adjusted EBITDA

loss narrowed 68% to $0.9 million from $2.7 million, ahead of the midpoint of our guidance range.

Alongside that progress, we

have made two decisions that have narrowed the Company’s focus to its highest-return opportunity. We decided to wind down Varsity Tutors for Schools (“VT4S”) and exit First Tutors, a small, legacy tutoring property in the United

Kingdom. This decision concentrates our people, capital, and product development on the part of Nerdy where we have the strongest brand, the deepest operating experience, and the greatest opportunity to build a differentiated learning experience for

consumers. We believe the market opportunity is significantly larger and the potential returns on our investments are substantially higher and we’ve been encouraged by the progress in our consumer product and business.

Concentrating Nerdy on Consumer

Consumer revenue was $36.5 million in Q2. Average Revenue per Member per Month (“ARPM”) was $366, up 5% year over year. Learning Memberships were 29.1 thousand at June 30, down 5% year over year, with the

rate of decline moderating for the fourth consecutive quarter.

Returning the member base to durable growth remains an important

objective this back-to-school season. The rate of decline has continued to narrow while ARPM, gross margin, and operating efficiency have improved. We expect the

stronger product experience described below to support retention and acquisition as we move through the back-to-school season and into 2027.

We are reducing our full-year revenue outlook to $168 million to $175 million from $180 million to $190 million. The reduction

reflects the removal of expected Varsity Tutors for Schools and First Tutors revenue. Q3 is seasonally our lowest revenue quarter, with the back-to-school cohort

beginning to convert into revenue late in Q3 and continuing into Q4. That seasonality, together with the institutional wind-down, is reflected in our Q3 non-GAAP adjusted EBITDA guidance of negative

$9 million to negative $6 million, excluding exit costs. Our revised full-year non-GAAP adjusted EBITDA outlook is negative $4 million to approximately breakeven, excluding exit costs.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

A Smaller Team Building More

Total headcount at the end of Q2 was down 34% year over year. Our engineering organization was 30% smaller than it was a year ago and delivered

substantially more product output. We incurred $2.0 million of Al-related expenses during the quarter, which is up sharply from the prior year, which we’re actively moderating and getting more

intelligent around. We used variable Al expense to accelerate that work without adding the permanent headcount that a traditional production model would have required. This is one of the most tangible ways Al is changing Nerdy. It allows a smaller

organization to build faster, operate with fewer fixed costs, and direct more resources toward the customer experience.

The result is

not one isolated product release. Since the beginning of 2026, we have launched or rebuilt almost every piece of the digital learning experience surrounding our live tutoring product and our complimentary non-tutoring products. This will be a

significant step up in breadth and quality of our offerings for our customers.

From Tutoring Sessions to a Continuous Learning

Plan

Our library now includes more than 15,000 lessons covering each skill within 220 discrete subjects. The lessons are available

in 2 formats. The first is a dynamic textbook-style format for self-study purposes. The second is a presentation-style format for tutors to use in live tutoring sessions so that we have prepared, structured lessons for almost every subject. We

believe this can up-level the experience across millions of tutoring sessions each year.

extended adaptive diagnostics, quizzes, full-length practice tests, flashcards and the lessons I mentioned to those 200+ subjects and we’re weaving them together into what we’re calling a Study Plan. A study plan is a software-based way

to track and plan activities over time in pursuit of a goal and can serve as the common system to help drive daily active usage and provide value before, during, and after tutoring sessions in pursuit of that long-term goal.

The importance of this work is not the volume of content alone. Every lesson, diagnostic question, quiz, worksheet, and activity is organized

against a shared academic taxonomy. That structure allows a diagnostic to identify a skill gap, the Study Plan to recommend the appropriate next activity, and a tutor to use the same information when deciding what the Learner should do next.

The Study Plan brings together four elements that our product previously handled discretely: the Learner’s goal, the time

available to reach it, the skills already mastered, and the combination of lessons, practice, diagnostics, and live tutoring most likely to produce progress. The same plan is visible to the student, the tutor, and within the Live Learning Platform

during a tutoring session. It is now a core part of the Learning Membership experience and in August will be extended to 100% of tutoring relationships.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Historically, the tutoring session was often perceived as the product and the customer

interactions could become quiet in between tutoring sessions. We are building a platform in which the Study Plan highlights all the different ways to learn a subject in between and during live tutoring sessions and where it can serve as the daily

active drumbeat to engagement.

Our historical experience from 10+ million hours of live tutoring and many more practice activities is

driving personalization and our approach to how we’re sequencing learning. That combination of Al and human expertise is what we mean by Al for HI®.

Turning Product Progress into Growth

The same product infrastructure can support a more efficient acquisition and activation model. Historically, the vast majority of our customers converted via a telesales-assisted consultative sales process. Under the new model,

learners can register online, better see and experience the platform, purchase a learning membership via a self-service checkout funnel. We believe this modern approach creates a substantially lower-cost, more scalable customer acquisition model

while improving the customer experience.

In Closing

We are entering this back to school season as a more focused, lean company with higher quality products and a more efficient operating model which

we believe positions us well for the year ahead.

Thank you for your continued support.

Chuck Cohn

Founder, Chairman & CEO

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Second Quarter Financial Highlights

Revenue In Line with Expectations - Revenue of

$43.3 million was in line with our guidance range of $42 million to $44 million, and represented a decrease of 4% year-over-year from $45.3 million during the same period in 2025. Consistent with expectations, revenue decreased

when compared to the prior year period due to lower Consumer and Institutional revenue. The decrease in Consumer revenue was primarily driven by a lower Active Member count, partially offset by higher ARPM. As we began to lap the price increases

enacted in February 2025, the rate of ARPM growth moderated year-over-year.

Consumer Revenue - Consumer revenue recognized in the second quarter was $36.5 million and represented 84% of total Company revenue. As of June 30, 2026, ARPM was $366, a 5% increase year-over-year. As of June 30, 2026, there were 29.1 thousand Active Members, a 5% decrease year-over-year. This rate of decline has narrowed sequentially for four consecutive quarters, and we expect to

return to positive growth by the end of 2026.

Gross Margin - Gross margin was 64.7% for the three months ended June 30, 2026, compared to a gross margin of 61.5% during the comparable period in 2025. The increase in gross margin was primarily driven by lower

amortization of capitalized internal-use software as a result of a charge for the abandonment of capitalized internal-use software that occurred in Q4 2025, coupled with

lower Expert costs when compared to the prior year period.

Adjusted EBITDA Loss Improves Compared to Last

Year; also In Line with Expectations - Net loss was $6.9 million in the second quarter versus a net loss of $12.0 million during the same period in 2025. Excluding non-cash stock compensation expenses and restructuring costs, which were treated as an adjustment for non-GAAP measures, non-GAAP

adjusted net loss was $2.1 million for the second quarter of 2026 compared to a non-GAAP adjusted net loss of $4.5 million in the second quarter of 2025. We reported a

non-GAAP adjusted EBITDA loss of $0.9 million for the second quarter of 2026, in line with our guidance of negative $2 million to breakeven. This compares to a

non-GAAP adjusted EBITDA loss of $2.7 million in the same period one year ago. Non-GAAP adjusted EBITDA performance relative to guidance was driven by lower

marketing spend, reduced variable staffing costs, and strong G&A cost control. These impacts were partially offset by higher Al costs. Non-GAAP adjusted EBITDA performance relative to the prior year period

was driven by reduced variable staffing costs, efficiency improvements, and strong cost control. These impacts were also partially offset by higher Al costs.

Liquidity and Capital Resources - As of June 30, 2026, the

Company’s principal sources of liquidity were cash and cash equivalents of $38.4 million. With our cash on hand and the funding available under our term loan, we believe we have ample liquidity to fund operations and growth initiatives,

as we execute toward free cash flow positive.

See pages 15 and 16 for reconciliations of

non-GAAP measures to the most directly comparable GAAP financial measure.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

·Q22026· Second Quarter 2026 Key Results REVENUE $43.3M During the Second Quarter ACTIVE LEARNING MEMBERSHIPS 29.1K

As of June 30, 2026 ARPM IMPROVEMENT IN NON-GAAP ADJUSTED EBITDA MARGIN $366 406 bps As of June 30, 2026; up 5% year-over-year When Compared to Q2 2025 ANNUALIZED RUN-RATE $127.9M Learning Membership Revenue as of June 30, 2026 CASH ON OUR BALANCE

SHEET $38.4M As of June 30, 2026

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Third Quarter and Full Year 2026 Outlook

As discussed, we have made two decisions, both aimed at sharpening our focus on the core business.

First. we exited First Tutors. a small tutoring business in the United Kingdom. It is immaterial to our results. and the decision is about focus

rather than economics. Second, we are shutting down Varsity Tutors for Schools to concentrate on Consumer – our core business, where the opportunity is significantly larger and where our resources and management bandwidth earn better returns.

Together, these decisions simplify the Company and put our capital behind our highest-return assets. We expect that focus to show up in execution.

We expect to incur approximately $2 million to $4 million of exit-related costs, primarily in Q3.

With the

Varsity Tutors for Schools exit, we are lowering our annual fixed cost run-rate by approximately $11 million.

The decision does have a near-term impact on our outlook, most notably on cash, and the guidance we are establishing today reflects that. Excluding the exit, our full year outlook is largely unchanged from our previously announced

revenue, non-GAAP adjusted EBITDA and cash guidance.

Revenue Guidance

•

For the third quarter of 2026, we expect revenue in the range of $32 million to $35 million.

•

For the full year of 2026, we expect revenue in the range of $168 million to $175 million,

compared to our prior range of $180 to $190 million.

Adjusted EBITDA Guidance

•

For the third quarter of 2026, we expect non-GAAP adjusted

EBITDA in the range of negative $9 million to negative $6 million, excluding exit costs.

•

For the full year of 2026, we expect non-GAAP adjusted EBITDA

in the range of negative $4 million to approximately breakeven, excluding exit costs.

As a reminder, the third

quarter is seasonally our lowest revenue quarter, with our back-to-school cohort converting to revenue late in the third quarter and into the fourth.

We now expect to end the year with approximately $30 to $32 million of cash, inclusive of the $20 million drawn on our term loan,

compared to our prior expectation of $40 to $45 million. The change is primarily due to the timing of VT4S collections and the expected costs of the wind-down. VT4S contracts were generally paid in advance and recognized as revenue over the

following twelve months. Exiting ahead of its peak booking period reduces the cash collections and year-end cash balance assumptions embedded in our prior outlook. To be clear, the year-end cash balance change is not a reflection on changed economics of the Consumer business. rather the working capital cycle of the business we are exiting. Based on our current operating plan, we expect

existing liquidity to fund the company through free-cash-flow breakeven.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Financial Discussion

Revenue

Revenue for the

three months ended June 30, 2026, was $43.3 million, a decrease of 4% from $45.3 million during the same period in 2025. Revenue for the six months ended June 30, 2026 was $92.0 million, a decrease of 1% from $92.9 million during

the same period in 2025.

Revenue for the three months ended June 30, 2026 decreased when compared to the prior year period due to lower

Consumer and Institutional revenue. The decrease in Consumer revenue was primarily driven by a lower Active Member count, partially offset by higher ARPM. As we began to lap the price increases enacted in February 2025, the rate of ARPM growth

moderated year-over-year. Revenue for the six months ended June 30, 2026, decreased slightly when compared to the prior year period primarily due to lower Institutional revenue. Consumer revenue was relatively flat year-over-year as a lower Active

Member count was offset by higher ARPM, which was primarily a result of price increases enacted in February 2025. While both current year periods were impacted by a lower Active Member count when compared to the corresponding prior year periods, the

rate of decline has narrowed sequentially for four consecutive quarters, and we expect to return to positive Active Member growth by the end of 2026.

Gross Profit and Gross Margin

Gross profit of $28.0 million for the three months ended June 30, 2026

increased by $0.1 million or 1% compared to the same period in 2025. Gross profit of $60.3 million for the six months ended June 30, 2026, increased by $4.8 million or 9% compared to the same period in 2025. Gross margin was

64.7% and 61.5% for the three months ended June 30, 2026 and 2025, respectively. Gross margin was 65.5% and 59.7% for the six months ended June 30, 2026 and 2025, respectively.

Cost of revenue included amortization expense related to capitalized internal-use software of

$0.6 million and $1.7 million for the three months ended June 30, 2026 and 2025, respectively, and $1.1 million and $3.4 million for the six months ended June 30, 2026 and 2025, respectively. Gross profit and gross

margin improvements for the three and six months ended June 30, 2026, were primarily driven by lower amortization of capitalized internal-use software as a result of a charge for the abandonment of

capitalized internal-use software that occurred in Q4 2025, coupled with lower Expert costs when compared to the corresponding prior year periods.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Sales and Marketing

Sales and marketing expenses for the three months ended June 30, 2026 on a GAAP basis were $11.5 million, a decrease of $2.0 million

from $13.5 million in the same period in 2025. Excluding non-cash stock compensation and restructuring costs, sales and marketing expenses for the three months ended June 30, 2026 were

$11.3 million, a decrease of $1.9 million compared to $13.2 million in the same period in 2025. Sales and marketing expenses for the six months ended June 30, 2026 on a GAAP basis were $25.7 million, a decrease of

$3.6 million from $29.3 million in the same period in 2025. Excluding non-cash stock compensation and restructuring costs, sales and marketing expenses for the six months ended June 30, 2026 were

$25.2 million, a decrease of $3.3 million compared to $28.5 million in the same period in 2025. These decreases were driven by Al-enabled productivity gains and reduced investment in our

Institutional business.

General and Administrative

General and administrative expenses include compensation for certain employees, support services, product and development expenses intended to

support innovation, and other operating expenses. Product and development costs were $9.7 million and $10.7 million during the three months ended June 30, 2026 and 2025, respectively. Product and development costs were $18.9 million

and $21.4 million during the six months ended June 30, 2026 and 2025, respectively. Product and development costs include compensation for employees on our product and engineering teams who are responsible for developing new and improving

existing offerings, maintaining our website, improving efficiencies across our organization, and third-party expenses.

GeneraI and

administrative expenses for the three months ended June 30, 2026 on a GAAP basis were $22.9 million, a decrease of $3.7 million from $26.6 million in the same period in 2025. Excluding non-cash

stock compensation expenses and restructuring costs, general and administrative expenses for the three months ended June 30, 2026, were $18.4 million, a decrease of $1.0 million compared to $19.4 million in the same period in 2025.

General and administrative expenses for the six months ended June 30, 2026, on a GAAP basis were $46.8 million, a decrease of $8.2 million from $55.0 million in the same period in 2025. Excluding

non-cash stock compensation expenses and restructuring costs, general and administrative expenses for the six months ended June 30, 2026 were $36.6 million, a decrease of $3.5 million compared to

$40.1 million in the same period in 2025. We are applying Al systematically across the tech stack, helping drive continued cost reductions and improved unit economics.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Net Loss, Non-GAAP Adjusted Net Loss, and Non-GAAP Adjusted EBITDA (Loss)

Net loss on a GAAP basis was $6.9 million for the three

months ended June 30, 2026, versus a net loss of $12.0 million in the same period in 2025. Excluding non-cash stock compensation expenses and restructuring costs,

non-GAAP adjusted net loss was $2.1 million for the three months ended June 30, 2026, compared to a non-GAAP adjusted net loss of $4.5 million in the same

period in 2025. Net loss on a GAAP basis was $13.0 million for the six months ended June 30, 2026 versus a net loss of $28.2 million in the same period in 2025. Excluding non-cash stock

compensation expenses and restructuring costs, non-GAAP adjusted net loss was $2.3 million for the six months ended June 30, 2026, compared to a non-GAAP adjusted

net loss of $12.4 million in the same period in 2025.

Non-GAAP adjusted EBITDA loss was

$0.9 million for the three months ended June 30, 2026, beating our guidance of negative $2.0 million to breakeven, and compared to a non-GAAP adjusted EBITDA loss of $2.7 million in the

same period in 2025. Non-GAAP adjusted EBITDA was $0.1 million for the six months ended June 30, 2026, compared to a non-GAAP adjusted EBITDA loss of

$9.1 million in the same period in 2025.

Non-GAAP adjusted EBITDA performance relative to

guidance was driven by lower marketing spend, reduced variable staffing costs, and strong G&A cost control. These impacts were partially offset by higher Al costs. Non-GAAP adjusted EBITDA performance

relative to the prior year periods were driven by reduced variable staffing costs, efficiency improvements, and strong cost control. These impacts were also partially offset by higher Al costs.

See pages 15 and 16 for reconciliations of non-GAAP measures to the most directly comparable GAAP

financial measure.

Liquidity and Capital Resources

As of June 30, 2026, the Company’s principal sources of liquidity were cash and cash equivalents of $38.4 million. With our cash on hand

and the funding available under our term loan, we believe we have ample liquidity to fund operations and growth initiatives.

Conference

Call Details

Nerdy’s management will host a conference call to discuss its financial results on Thursday, August 6, 2026 at 5:00 p.m. Eastern Time.

Interested parties in the U.S. may Iisten to the call by dialing 1-833-461-5787. International callers can dial 1-585-542-9983. The Access Code is 511635729. A live webcast of the call will also be available on Nerdy’s investor relations

website at https://www.nerdy.com/investors.

Contact

Investor Relations

investors@nerdy.com

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS (Unaudited)

(in thousands,

except per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

43,231

45,263

91,966

92,858

Cost of revenue

15,247

17,421

31,708

37,405

Gross Profit

27,984

27,842

60,258

55,453

Sales and marketing expenses

11,571

13,558

25,728

29,343

General and administrative expenses

22,889

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

)

Loss before Income Taxes

(6,822

)

(11,927

)

(12,928

)

(28,050

)

Income tax expense

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

REVENUE (Unaudited)

(in thousands)

Three Months Ended

June 30,

Change

2026

2025

Consumer

36,452

37,824

(1,372

)

Institutional

6,752

7,308

(556

)

Other

131

(104

)

(79

Revenue

43,231

100

45,263

100

(2,032

)

Six Months Ended

June 30,

Change

2026

2025

Consumer

75,736

75,837

(101

)

—

Institutional

16,046

16,688

(642

)

Other

184

333

(149

)

(45

Revenue

91,966

100

92,858

100

(892

)

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

CONDENSED CONSOLIDATED

BALANCE SHEETS (Unaudited)

(in thousands)

June 30,

2026

December 31,

2025

ASSETS

Current Assets

Cash and cash equivalents

38,424

47,895

Accounts receivable, net

4,319

5,639

Other current assets

3,613

4,640

Total Current Assets

46,356

58,174

Fixed assets, net

10,221

8,683

Goodwill

5,717

Intangible assets, net

688

1,893

Other assets

1,596

1,699

Total Assets

64,578

76,166

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable

4,425

3,376

Deferred revenue

6,235

14,481

Other current liabilities

6,518

7,768

Total Current Liabilities

17,178

25,625

Long-term debt

19,578

19,327

Other liabilities

1,882

2,281

Total Liabilities

38,638

47,233

Stockholders’ Equity

Class A common stock

Class B common stock

Additional paid-in capital

623,771

616,741

Accumulated deficit

(606,514

)

(597,786

)

Accumulated other comprehensive income

—

Total Stockholders’ Equity Excluding Noncontrolling Interests

17,276

19,009

Noncontrolling interests

8,664

9,924

Total Stockholders’ Equity

25,940

28,933

Total Liabilities and Stockholders’ Equity

64,578

76,166

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS (Unaudited)

(in thousands)

Six Months Ended

June 30,

2026

2025

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 expense

9,831

15,126

Depreciation & amortization

1,417

3,671

Amortization of intangibles

257

310

Amortization of deferred financing fees

251

—

Loss on abandonment of business

673

—

Other

—

Other changes in operating assets and liabilities:

Decrease in accounts receivable, net

1,320

977

Decrease in other current assets

1,027

279

Decrease in other assets

103

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 Cash

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

Cash paid for interest

1,087

—

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

RECONCILIATION OF GAAP TO

NON-GAAP SALES AND MARKETING EXPENSES (Unaudited)

(in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Sales and marketing expenses

11,571

13,558

25,728

29,343

Less:

Non-cash stock-based compensation expense

257

330

553

674

Restructuring costs

—

193

Non-GAAP sales and marketing expenses

11,314

13,228

25,175

28,476

RECONCILIATION OF GAAP TO

NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES (Unaudited)

(in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

General and administrative expenses

22,889

26,572

46,804

54,983

Less:

Non-cash stock-based compensation expense

3,596

7,208

9,278

14,452

Restructuring costs

882

—

882

455

Non-GAAP general and administrative expenses

18,411

19,364

36,644

40,076

RECONCILIATION OF GAAP NET LOSS TO

NON-GAAP ADJUSTED EBITDA (LOSS) (Unaudited)

(in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net Loss

(6,856

)

(12,001

)

(12,984

)

(28,152

)

Add:

Interest expense

672

—

1,332

—

Interest income

(325

)

(365

)

(693

)

(827

)

Income taxes

102

Depreciation and amortization

859

1,996

1,674

3,981

Non-cash stock-based compensation expense

3,853

7,538

9,831

15,126

Restructuring costs

882

—

882

648

Adjusted EBITDA (Loss)

(881

)

(2,758

)

(9,122

)

RECONCILIATION OF GAAP NET LOSS TO

NON-GAAP ADJUSTED NET LOSS (Unaudited)

(in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net Loss

(6,856

)

(12,001

)

(12,984

)

(28,152

)

Add:

Non-cash stock-based compensation expense

3,853

7,538

9,831

15,126

Restructuring costs

882

—

882

648

Adjusted Net Loss

(2,121

)

(4,463

)

(2,271

)

(12,378

)

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

RECONCILIATION OF GAAP NET CASH USED IN OPERATING ACTIVITIES TO

NON-GAAP FREE CASH FLOW (Unaudited)

(in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net Cash Used in Operating Activities

(4,745

)

(7,045

)

(6,525

)

(13,489

)

Less:

Capital expenditures

(1,532

)

(1,158

)

(2,714

)

(2,333

)

Free Cash Flow

(6,277

)

(8,203

)

(9,239

)

(15,822

)

CAPITALIZATION RECONCILIATION (Unaudited)

(in thousands)

June 30,

2026

Class A Common Stock

127,042

Combined Interests that can be converted into shares of Class A Common Stock

63,730

Total outstanding share count

190,772

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Key Operating Metrics

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

Active Members is defined as the number of Learners with a paid active 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, and the launch of new Learning Membership options. As a result, Active Members is a key indicator of our ability to attract, engage and retain Learners.

Active Members exclude our Institutional business. While our Active Member count as of June 30, 2026, was lower when compared to June 30, 2025, the rate of decline has narrowed sequentially for four consecutive quarters and we believe the

recent rollout and continued advancement of our new Learner and Expert platform user experiences will result in positive growth by the end of 2026.

ARPM is defined as the average Consumer Learning Membership subscription revenue per member per month as of the date presented. Variations in ARPM are primarily due to changes in the mix of Learning Memberships sold and pricing

changes. We believe ARPM is a key indicator of the value we provide to our customers. ARPM excludes our Institutional business. ARPM as of June 30, 2026, was higher when compared to June 30, 2025, primarily driven by price increases enacted in

February 2025.

Active Experts is defined as the number of Experts who have instructed one or more sessions in a given period. Active

Experts include our Institutional business. Our Active Expert count during the three and six months ended June 30, 2026, decreased when compared to the prior year period. This decrease was primarily due to lower Consumer Active Experts as a result

of our Expert incentives, which has promoted utilization of the highest quality Experts by encouraging them to work with more Learners and develop deeper relationships that allow for increased revenue-generating opportunities. We believe our Active

Expert count at June 30, 2026, is sufficient to meet our near-term growth objectives.

KEY OPERATING METRICS

Active Members in thousands

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

Active Members

29.1

36.9

33.2

34.3

30.6

40.5

YoY change

(11

(14

(12

ARPM in ones

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

ARPM

366

374

364

374

348

335

YoY change

Three Months Ended

June 30,

Change

Six Months Ended

June 30,

Change

Active Experts in thousands

2026

2025

2026

2025

Active Experts

8.4

9.7

(13

9.8

12.1

(19

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Key Performance Metrics and Non-GAAP Financial

Measures

This earnings release includes non-GAAP financial measures for non-GAAP sales and marketing expenses, non-GAAP general and administrative expenses, non-GAAP adjusted net earnings (loss), non-GAAP adjusted EBITDA (loss), and non-GAAP free cash flow.

Non-GAAP sales and marketing expenses exclude non-cash stock

compensation expenses and restructuring costs. Non-GAAP general and administrative expenses exclude non-cash stock compensation expenses and restructuring costs.

Non-GAAP adjusted net earnings (loss) is defined as net income or net loss, as applicable,

excluding non-cash stock-based compensation expenses and restructuring costs.

Non-GAAP adjusted EBITDA (loss) is defined as net income or net loss, as applicable, before interest expense, income, taxes, depreciation and amortization expense, non-cash

stock-based compensation expenses, and restructuring costs.

Non-GAAP free cash flow is defined

as net cash provided by (used in) operating activities less capital expenditures.

Sales and marketing expenses consist of salaries and

benefits for our employees engaged in our consultative sales process. General and administrative expenses are recorded in the period in which they are incurred and include salaries, benefits, and non-cash

stock-based compensation expense for certain employees as well as support services, product development, finance, legal, human resources, other administrative employees, information technology expenses, outside services, legal and accounting

services, depreciation expense, and other costs required to support our operations.

Net loss per share is computed by dividing net loss

by the weighted average number of shares outstanding during the period as calculated using the treasury stock and “if-converted” methods, as applicable.

Non-GAAP measures are in addition, and not a substitute for or superior to measures of financial

performance prepared in accordance with GAAP and should not be considered as an alternative to sales, net income, operating income, cash flows from operations, or any other performance measures derived in accordance with GAAP. Other companies may

calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. The Company believes that these non-GAAP measures of financial results provide useful supplemental information. The Company’s management uses these non-GAAP measures to evaluate the Company’s

operating performance, trends, and to compare it against the performance of other companies. There are, however, a number of limitations related to the use of these non-GAAP measures and their nearest GAAP

equivalents.

See the tables above regarding reconciliation of non-GAAP measures to the most

directly comparable GAAP measures.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Annualized run-rate is defined as the number of Active

Members at the end of the period multiplied by average revenue per Learning Membership per month multiplied by twelve months. This recurring revenue customer base provides us with increased forecasting visibility into future periods.

Bookings represent contracted amounts during the period for Varsity Tutors for Schools.

Management and our board of directors use these metrics as supplemental measures of our performance that are not required by or presented in

accordance with GAAP because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations. We also use these metrics for planning purposes, including

the preparation of our internal annual operating budget and financial projections, to evaluate the performance and effectiveness of our strategic initiatives and to evaluate our capacity to expand our business and the capital expenditures required

for that expansion.

Non-GAAP sales and marketing expenses,

non-GAAP general and administrative expenses, non-GAAP adjusted EBITDA (loss), non-GAAP adjusted net income or loss, and non-GAAP free cash flow should not be considered in isolation, as an alternative to, or superior to net earnings (loss), revenue, cash flows or other performance measure derived in accordance with GAAP. We believe

these metrics are frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Management believes that the presentation of non-GAAP metrics is an appropriate

measure of operating performance because they eliminate the impact of expenses that do not relate directly to the performance of our underlying business. These non-GAAP metrics should not be construed as an

implication that our future results will be unaffected by unusual or other items. We are not able to provide a reconciliation of non-GAAP adjusted EBITDA (loss) guidance for future periods to net loss, the

comparable GAAP measure, because certain items that are excluded from non-GAAP adjusted EBITDA (loss) cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the

timing or magnitude for gains or losses on stock-based compensation without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income or loss in the future. See the tables above regarding

reconciliations of these non-GAAP measures to the most directly comparable GAAP measures for historical periods.

NERDY INC.• NYSE: NRDY

Q2 2026

Q2 2026 EARNINGS RELEASE

Forward-Looking Statements

All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including,

without limitation, statements regarding our strategic priorities, including those related to revenue and active member growth; enhancing the Learning Membership experience; Al-enabled productivity and

operating leverage; the sufficiency of our cash to fund future operations; and our anticipated quarterly and full year 2026 outlook; as well as statements that include the words “expect,” “plan,” “believe,”

“project,” “will” and “may,” and similar statements of a future or forward-looking nature.

The

forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release

or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue

reliance on our forward-looking statements.

There are a significant number of factors that could cause actual results to differ

materially from statements made herein or in connection herewith, including but not limited to, our offerings continue to evolve, which makes it difficult to predict our future financial and operating results; our level of indebtedness, which could

adversely affect our financial condition; our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us; 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 business; risks associated with the implementation of

our plan to wind down Varsity Tutors for Schools, including the timing and amount of expected exit costs, our ability to realize anticipated benefits, and the impact on our business and results of operations; 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; and risks associated with managing our growth.

Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not

limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K filed on February 26, 2026, and our Quarterly Report on Form 10-Q filed

on August 6, 2026, as well as other filings that we may make from time to time with the SEC.

NERDY INC.• NYSE: NRDY

Q2 2026

EX-99.2

Filename: d70247dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

Nerdy Announces Second Quarter 2026 Financial Results

Nerdy delivers second quarter results in line with guidance, improving non-GAAP adjusted EBITDA margin by

approximately 400 basis points year-over-year and narrowing the year-over-year decline in Active Members for a fourth consecutive quarter.

St. Louis, August 6, 2026 – Nerdy Inc. (NYSE: NRDY) today announced financial results for the second quarter ended

June 30, 2026.

“Our second quarter results reflect the continued execution of our strategy,” said Chuck Cohn, Founder, Chairman

and CEO of Nerdy. “We’ve connected tutoring, content, and progress tracking into a single Study Plan experience, and early signals as we head into

back-to-school season are encouraging. We remain committed to returning to Active Member growth and sustained profitability by the end of 2026.”

Please visit the Nerdy investor relations website

https://www.nerdy.com/investors to view the Nerdy Q2 Shareholder

Letter on the Quarterly Results Page.

Second Quarter Financial Highlights:

Revenue In Line with Expectations – Revenue of $43.3 million was in line with our guidance range of $42 million to

$44 million, and represented a decrease of 4% year-over-year from $45.3 million during the same period in 2025. Consistent with expectations, revenue decreased when compared to the prior year period due to lower Consumer and Institutional

revenue. The decrease in Consumer revenue was primarily driven by a lower Active Member count, partially offset by higher ARPM. As we began to lap the price increases enacted in February 2025, the rate of ARPM growth moderated year-over-year.

Consumer Revenue – Consumer revenue recognized in the second quarter was $36.5 million and represented 84% of total Company revenue.

As of June 30, 2026, ARPM was $366, a 5% increase year-over-year. As of June 30, 2026, there were 29.1 thousand Active Members, a 5% decrease year-over-year. This rate of decline has narrowed sequentially for four consecutive

quarters, and we expect to return to positive growth by the end of 2026.

Gross Margin – Gross margin was 64.7% for the three months

ended June 30, 2026, compared to a gross margin of 61.5% during the comparable period in 2025. The increase in gross margin was primarily driven by lower amortization of capitalized internal-use software

as a result of a charge for the abandonment of capitalized internal-use software that occurred in Q4 2025, coupled with lower Expert costs when compared to the prior year period.

Adjusted EBITDA Loss Improves Compared to Last Year; also In Line with Expectations – Net loss was $6.9 million in the second quarter

versus a net loss of $12.0 million during the same period in 2025. Excluding non-cash stock compensation expenses and restructuring costs, which were treated as an adjustment for non-GAAP measures, non-GAAP adjusted net loss was $2.1 million for the second quarter of 2026 compared to a non-GAAP adjusted net

loss of $4.5 million in the second quarter of 2025. We reported a non-GAAP adjusted EBITDA loss of $0.9 million for the second quarter of 2026, in line with our guidance of negative $2 million

to breakeven. This compares to a non-GAAP adjusted EBITDA loss of $2.7 million in the same period one year ago. Non-GAAP adjusted EBITDA performance relative to

guidance was driven by lower marketing spend, reduced variable staffing costs, and strong G&A cost control. These impacts were partially offset by higher AI costs. Non-GAAP adjusted EBITDA performance

relative to the prior year period was driven by reduced variable staffing costs, efficiency improvements, and strong cost control. These impacts were also partially offset by higher AI costs.

Liquidity and Capital Resources – As of June 30, 2026, the Company’s principal sources of liquidity were cash and cash

equivalents of $38.4 million. With our cash on hand and the funding available under our term loan, we

believe we have ample liquidity to fund operations and growth initiatives, as we execute toward free cash flow positive.

Third Quarter and Full Year 2026 Outlook:

We have made two decisions, both aimed at sharpening our focus on the core business. First, we exited First Tutors, a small tutoring business in the United Kingdom. It is immaterial to our

results, and the decision is about focus rather than economics. Second, we are shutting down Varsity Tutors for Schools (“VT4S”) to concentrate on Consumer — our core business, where the opportunity is significantly larger and

where our resources and management bandwidth earn better returns. Together, these decisions simplify the Company and put our capital behind our highest-return assets. We expect that focus to show up in execution. We expect to incur approximately

$2 million to $4 million of exit-related costs, primarily in Q3. The decision does have a near-term impact on our outlook, most notably on cash, and the guidance we are establishing today reflects that. Excluding the exit, our full year

outlook is largely unchanged from our previously announced revenue, non-GAAP adjusted EBITDA and cash guidance.

Revenue Guidance: For the third quarter of 2026, we expect revenue in the range of $32-$35 million. For the full year of 2026, we expect revenue in the range of $168 million to $175 million, compared to our prior range of $180 to $190 million.

Non-GAAP Adjusted EBITDA Guidance: For the third quarter of 2026, we

expect non-GAAP adjusted EBITDA in the range of negative $9 million to negative $6 million, excluding exit costs. For the full year of 2026, we expect non-GAAP

adjusted EBITDA in the range of negative $4 million to approximately breakeven, excluding exit costs.

Liquidity and Capital Resources: We now expect to end the year with approximately $30 to $32 million of

cash, inclusive of the $20 million drawn on our term loan, compared to our prior expectation of $40 to $45 million. The change is primarily due to the timing of VT4S collections and the expected costs of the wind-down. VT4S contracts were

generally paid in advance and recognized as revenue over the following twelve months. Exiting ahead of its peak booking period reduces the cash collections and year-end cash balance assumptions embedded in our

prior outlook. To be clear, the year-end cash balance change is not a reflection on changed economics of the Consumer business, rather the working capital cycle of the business we are exiting. Based on our

current operating plan, we expect existing liquidity to fund the company through free-cash-flow breakeven.

Webcast and Earnings Conference

Call

Nerdy’s management will host a conference call to discuss its financial results on Thursday, August 6, 2026 at 5:00 p.m.

Eastern Time. Interested parties in the U.S. may listen to the call by dialing 1-833-461-5787. International callers can dial 1-585-542-9983. The Access Code is 511635729. A live webcast of the call will also be available on Nerdy’s investor relations

website at https://www.nerdy.com/investors.

About Nerdy Inc.

Nerdy (NYSE: NRDY) operates 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. The Company’s purpose-built proprietary platform

leverages technology, including AI, to connect learners of all ages to experts, delivering superior value on both sides of the network. Nerdy’s comprehensive learning destination provides learning experiences across thousands of subjects and

multiple formats—including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, and adaptive assessments. Nerdy’s

flagship business, Varsity Tutors, is one of the nation’s largest platforms for live online tutoring and classes. Learn more about Nerdy at https://www.nerdy.com.

Contact

Investor Relations

investors@nerdy.com

Forward-looking Statements

All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, without

limitation, statements regarding our strategic priorities, including those related to revenue and active member growth; enhancing the Learning Membership experience; AI-enabled productivity and operating

leverage; the sufficiency of our cash to fund future operations; and our anticipated quarterly and full year 2026 outlook; as well as statements that include the words “expect,” “plan,” “believe,”

“project,” “will” and “may,” and similar statements of a future or forward-looking nature.

The forward-looking

statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect

new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our

forward-looking statements.

There are a significant number of factors that could cause actual results to differ materially from statements made

herein or in connection herewith, including but not limited to, our offerings continue to evolve, which makes it difficult to predict our future financial and operating results; our level of indebtedness, which could adversely affect our financial

condition; our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us; 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 business; risks associated with the implementation of our plan to wind down

Varsity Tutors for Schools, including the timing and amount of expected exit costs, our ability to realize anticipated benefits, and the impact on our business and results of operations; 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; and risks associated with managing our growth.

Our

actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K filed on February 26, 2026, and our Quarterly Report on Form 10-Q filed on August 6, 2026, as well as other filings that we may make from time to time with the

SEC.

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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