Business Context and Reporting Period
This Form 8-K filing by Nerdy Inc. (NYSE: NRDY) is dated May 21, 2026. The report details the execution of a Consulting Agreement, Departure Agreement, and General Release with Jason Pello, the Company's former Chief Financial Officer, whose departure became effective on April 3, 2026.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to the compensation package for the departing executive:
- Consulting Payments: Aggregate total of $223,125 payable through October 3, 2026.
- Equity Vesting: Continued vesting of 333,333 restricted stock units (RSUs) originally scheduled to vest on April 15, 2026, and May 15, 2026.
Material Changes
The primary material change reported is the formalization of the separation terms for the former CFO. While the departure was previously announced on April 6, 2026, this filing confirms the specific terms of the post-employment consulting arrangement and the acceleration of equity vesting.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of general corporate risks. The document notes that the Agreement includes a customary release of claims and becomes effective upon the expiration of the applicable revocation period.
Investor Verification Checklist
- Verify the total cash outflow of $223,125 for the consulting period ending October 3, 2026.
- Confirm the accounting treatment for the 333,333 RSUs that are continuing to vest post-departure.
- Review the full text of Exhibit 10.1 for specific consulting duties and any additional non-compete or confidentiality clauses.
- Check for any subsequent filings regarding the appointment of a permanent replacement for the CFO role.