DEF 14A of Nerdy Inc., Mar 10, 2026

DEF 14A of Nerdy Inc.

Filed Mar 10, 2026 · FY20250001819404-26-000030

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF CLASS II DIRECTORS In accordance with the terms of our certificate of incorporation and bylaws, our Board of Directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the Class I directors are Charles Cohn and Greg Mrva, and their terms will expire at the annual meeting of stockholders to be held in 2028; •the Class II directors are Rob Hutter and Christopher (Woody) Marshall, and their terms will expire at the Annual Meeting; and •the Class III directors are Abigail Blunt and Stuart Udell, and their terms will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their respective term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office or by a sole remaining director. Our Board of Directors has nominated Rob Hutter and Christopher (Woody) Marshall for election as the Class II directors at the Annual Meeting. The nominees have indicated a willingness to continue to serve as directors if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. Both Mr. Hutter and Mr. Marshall presently serve as directors.

  2. Nominees for Election as Class II Director (Term Expires at 2029 Annual Meeting)

    Nominees for Election as Class II Director (Term Expires at 2029 Annual Meeting) The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their age as of March 10, 2026.

  3. Nominees for Election as Class II Director (Term Expires at 2029 Annual Meeting)

    | Name | Positions and Offices Held with Nerdy | Director or Manager Since | Age | | Rob Hutter | Class II Director | 2017 | 54 | | Christopher (Woody) Marshall | Class II Director | 2015 | 57 |

  4. Nominees for Election as Class II Director (Term Expires at 2029 Annual Meeting)

    Rob Hutter has served on Nerdy’s Board of Directors since September 2021 and Nerdy LLC’s board of managers since November 2017. Mr. Hutter is a founder and managing partner at Learn Capital LLC (“Learn Capital”) where he oversees the investing practice of the firm. He currently serves on the board or as board observer for a number of Learn Capital portfolio companies, including Andela, Brilliant, Higher Ground Education, Merlyn Mind, Photomath, Prenda, and SoloLearn. Mr. Hutter is a graduate of Harvard University. We believe Mr. Hutter is qualified to serve on our Board of Directors based on his industry experience and his background with strategic investments, including mergers and acquisitions. Christopher (Woody) Marshall has served on Nerdy’s Board of Directors since September 2021 and Nerdy LLC’s board of managers since June 2015. Mr. Marshall currently serves on the boards of directors of Spotify Technology S.A. (where he serves as the lead independent director), Payoneer Global, Inc., and a number of private companies. Since 2008, he also has served as a general partner of Technology Crossover Ventures (“TCV”), a venture capital firm. Prior to that, Mr. Marshall spent 12 years at Trident Capital, a venture capital firm. Mr. Marshall holds a Bachelor of Arts in Economics from Hamilton College and a Master of Business Administration from the Kellogg School of Management at Northwestern University. We believe Mr. Marshall is qualified to serve on our Board of Directors based on his managerial experience with both private and public companies and his background in the technology industry.

  5. Class I Directors (Term Expires at 2028 Annual Meeting)

    Class I Directors (Term Expires at 2028 Annual Meeting) Charles Cohn is the Founder, Chairman and Chief Executive Officer of Nerdy. Mr. Cohn founded the Company in 2007. Mr. Cohn previously worked in investment banking at Wells Fargo Securities and venture capital at Ascension Ventures. Mr. Cohn has a BSBA in Finance & Entrepreneurship from Washington University in St. Louis. We believe that Mr. Cohn is qualified to serve as a member of our Board of Directors due to the perspective and industry experience he brings as our Founder, Chairman, and Chief Executive Officer, and as our largest stockholder. Greg Mrva, was President of TPG Pace Tech Opportunities Corp (“TPG Pace”) from August 2020 through its business combination with Nerdy in September 2021, and has served on Nerdy’s Board of Directors since September 2021. Mr. Mrva has over 25 years of experience leading finance and operations teams for technology businesses and leading investment banking teams advising global technology companies. Mr. Mrva currently serves as the Chief Financial Officer of GoFundMe. Previously, Mr. Mrva was the Chief Financial Officer of StubHub, where from 2018 to 2020 he sat on both the StubHub and eBay finance leadership teams. Mr. Mrva also led the North American business for StubHub and completed the successful sale of StubHub to Viagogo in February 2020 for $4 billion. Prior to StubHub, Mr. Mrva was managing director at Morgan Stanley from 2013 to 2018 where he led the firm’s Global Internet Banking practice. Mr. Mrva advised multiple companies on capital markets and strategic acquisition transactions including the public offerings of Alibaba, Snap, LendingClub, GoDaddy, and Yext and capital markets financings for Amazon, eBay, Google, Facebook, PayPal, MercadoLibre, and Zynga. Mr. Mrva holds a B.A. from the University of Virginia, and a J.D. from Harvard University. We believe that Mr. Mrva is qualified to serve as a member of our Board of Directors based upon his managerial experience in the technology industry as an executive officer, as well as his experience in executing strategic transactions, including mergers and acquisitions.

  6. Class III Directors (Term Expires at the 2027 Annual Meeting)

    Class III Directors (Term Expires at the 2027 Annual Meeting) Abigail Blunt has served on our Board of Directors since 2024. Ms. Blunt has nearly 30 years of experience in government and government affairs as well as corporate governance matters. Ms. Blunt has served as a director of Ardagh Metal Packaging, a Luxembourg-based sustainable metal packaging company, since 2021. From 2020 to 2025 she served as a director of Ardagh Glass Packaging. In 2022 she joined the board of directors of Apollo portfolio company SafetyHoldCo and she joined the board of directors of Vita-Key in 2023. Until August 2022, Ms. Blunt was employed by Kraft Heinz Company, where for the 10 years prior to her departure she led the Global Government Affairs function. Ms. Blunt holds undergraduate degrees in Political Science and English from the University of Maryland. We believe Ms. Blunt is qualified to serve on our Board of Directors based on her extensive experience and background in government and government affairs. Stuart Udell has served on Nerdy’s Board of Directors since August 2022. Mr. Udell currently serves as the Chief Executive Officer of Prometric. Mr. Udell previously served in CEO roles at Achieve3000, K12, Catapult Learning, and Penn Foster, as well as leadership roles at Renaissance Learning, Kaplan, and the Princeton Review. Mr. Udell also serves as a Commissioner on AASA’s Learning 2025 National Commission on Student-Centered, Equity-Focused Education and on the Boards of Directors of the Successful Practices Network, School of the Future, Progress Learning, and Ventris Learning. He received the Education Warrior Award from the I Have a Dream Foundation and is a member of his School District Hall of Fame. Mr. Udell holds a master’s degree from Columbia University and a bachelor’s degree from Bucknell University. We believe Mr. Udell is qualified to serve on our Board of Directors based on his strategic and operational experience as an executive officer and investor in the educational technology industry.

  7. INFORMATION REGARDING THE BOARD OF

    INFORMATION REGARDING THE BOARD OF

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation paid to each individual who served as a non-employee member of our Board of Directors during 2025 for their services as directors in 2025, other than Mr. Cohn. Amounts paid to Mr. Cohn are presented below in the Summary Compensation Table.

  9. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)1) | Option Awards ($)(2) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Rob Hutter | 43,000 | 150,000 | — | — | 193,000 | | Christopher (Woody) Marshall | 55,000 | 150,000 | — | — | 205,000 | | Greg Mrva | 60,000 | 150,000 | — | — | 210,000 | | Stuart Udell | 44,000 | 150,000 | — | — | 194,000 | | Abigail Blunt | 42,500 | 150,000 | — | — | 192,500 |

  10. DIRECTOR COMPENSATION

    (1)Each director elected to receive the fees earned in cash entirely in the form of stock options (valued as described in note 2), with the exception of Mr. Hutter and Ms. Blunt. Mr. Hutter elected to receive $21,500 of the fees earned in the form of cash. Ms. Blunt elected to receive her fees earned in the form of cash. (2)The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee directors in the year ended December 31, 2025, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation (Topic 718).” Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 16 to our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value actually received by the non-employee directors or that may be received by the non-employee directors upon the exercise of the stock options or any sale of the underlying shares of Class A Common Stock. As of December 31, 2025, each director held options to purchase shares of the Company’s Class A Common Stock as shown below. Messrs. Hutter and Marshall do not have a pecuniary interest in the shares underlying options shown below.

  11. DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | | Rob Hutter | 423,445 | | Christopher (Woody) Marshall | 492,493 | | Greg Mrva | 455,198 | | Stuart Udell | 538,302 | | Abigail Blunt | 290,024 |

  12. Non-Employee Director Compensation

    Non-Employee Director Compensation Under our director compensation program, each new non-employee director elected to our Board of Directors is granted an initial, one-time equity award with a value of $300,000, which vests in three equal installments on the first, second, and third anniversary of the grant date; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. On the date of each annual meeting of stockholders of Nerdy, each non-employee director receives an annual equity award with a value of $150,000, which vests on the earlier of the one-year anniversary of the grant date or Nerdy’s next annual meeting of stockholders; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation or acceleration of vesting. In addition to these equity awards, we pay our non-employee directors an annual cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chair of each committee receives a higher retainer for such service. Directors may elect to forgo receiving cash payments for any applicable period and instead receive a grant of equity with the same value. The cash fees earned by non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member are as follows:

  13. Non-Employee Director Compensation

    | | Annual Retainer | | Board of Directors: | | | All non-employee directors | $35,000 | | Audit Committee: | | | Members | 8,000 | | Chair | 20,000 | | Compensation Committee: | | | Members | 5,000 | | Chair | 12,000 | | Nominating and Corporate Governance Committee: | | | Members | 4,000 | | Chair | 7,500 |

  14. Non-Employee Director Compensation

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Directors and committee meetings. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  15. Executive Compensation Principles

    Executive Compensation Principles The Board’s compensation philosophy in 2025 was founded on three key principles: •Pay-for-Performance. A significant portion of the NEO’s compensation is “at-risk,” aligned with company performance being directly linked to our financial and operational results, as reflected in our stock price performance over time. This is especially true for Mr. Cohn, who receives only a nominal annual salary of $1 each year. The Company focuses on long-term equity grants, rather than cash compensation, in order to drive long-term value creation. •Competitiveness and Retention. The Company’s executive compensation philosophy is shaped by a strong belief that competitiveness of pay combined with a long-term, performance-based orientation will drive our success and returns for our stockholders. The objective of our executive compensation program is to motivate, reward, attract, and retain the most talented personnel who embody our mission and demonstrate our leadership principles in order to increase the competitiveness of our organization while simultaneously incentivizing those individuals to work diligently to further our growth and long-term profitability. We do this by designing programs that link executive compensation to overall company performance and the interests of our stockholders. •Long-Term Alignment. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executives without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers and management for long-term corporate performance based on the value of our Class A Common Stock and, thereby, to align their interests with the interests of our stockholders. Moreover, the multi-year vesting nature of the long-term equity incentive awards encourages high levels of performance to achieve meaningful value creation, while not rewarding short-term gains potentially obtained through inappropriate risk-taking.

  16. Compensation Consultant

    Compensation Consultant To gain a perspective on external pay levels, emerging practices, and regulatory changes, the compensation committee of the Board has engaged an outside executive compensation consultant to provide benchmark and survey information and advise the compensation committee as it conducts its review of our executive and director compensation programs. Our compensation committee has engaged Compensia as its consultant and tasks Compensia with gathering market competitive data, reviewing compensation plan design alternatives, and advising the compensation committee on director and executive compensation trends and best practices. The compensation consultant reports to, and is directed by, the compensation committee, which has sole authority to retain or terminate compensation advisers. The compensation committee reviewed information regarding the independence and potential conflicts of interest of Compensia taking into account, among other things, the factors set forth in the NYSE listing standards. Based on this review, the compensation committee concluded that the engagement of Compensia did not raise any conflict. Other than services provided for the compensation committee, the compensation consultant did not provide additional services to the Company in 2025. Our NEOs for the year ended December 31, 2025, include our chief executive officer, our chief financial officer, and our chief legal officer: •Charles Cohn, our chief executive officer; •Jason Pello, our chief financial officer; and •Chris Swenson, our chief legal officer.

  17. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our NEOs for the years indicated.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(4) | Total ($) | | Charles Cohn Chief Executive Officer | 2025 | 1 | — | — | — | 1 | | | 2024 | 1 | — | — | — | 1 | | Jason Pello Chief Financial Officer | 2025 | 425,000 | 105,000 | 815,000 | 17,750 | 1,362,750 | | | 2024 | 425,000 | 75,000 | 2,130,000 | 17,436 | 2,647,436 | | Chris Swenson Chief Legal Officer | 2025 | 420,000 | 63,000 | 500,000 | 11,343 | 994,343 | | | 2024 | 420,000 | 50,000 | 1,278,000 | 11,170 | 1,759,170 |

  19. Summary Compensation Table

    (1)The amounts reported for Mr. Pello and Mr. Swenson represent discretionary cash bonuses to reflect individual performance for the applicable year. (2)The amounts reported represent the aggregate grant date fair value of market-based performance restricted stock units awarded to the NEOs in 2025 and time-based restricted stock units awarded to the NEOs in 2024, calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value are set forth in Note 16 to our audited consolidated financial statements for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for awards subject to performance conditions are based on the probable outcome as of the date of grant, excluding the impact of estimated forfeitures. Assuming that the highest level of performance conditions is achieved, the grant date fair values of the market-based performance restricted stock unit awards granted in 2025 would be: $815,000 for Mr. Pello and $500,000 for Mr. Swenson. (3)The amounts reported in “All Other Compensation” for Mr. Pello and Mr. Swenson represent matching contributions under the Company’s 401(k) plan.

  20. Outstanding Equity Awards at 2025 Year End Table

    Outstanding Equity Awards at 2025 Year End Table The following table presents information regarding all outstanding equity awards held by each of our NEOs on December 31, 2025.

  21. Outstanding Equity Awards at 2025 Year End Table

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Exercise Price ($) | Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units, or Other Rights that have not Vested ($)(1) | | Charles Cohn Chief Executive Officer | — | — | — | — | — | — | 9,258,298(2) | 9,628,630 | | Jason Pello Chief Financial Officer | 281,549 | — | 2.47 | 1/16/2030 | — | — | — | — | | | 89,753 | — | 1.99 | 6/12/2030 | — | — | — | — | | | 352,602 | — | 1.99 | 10/6/2030 | — | — | — | — | | | — | — | — | — | 13,353(3) | 13,887 | — | — | | | — | — | — | — | 135,282(4) | 140,693 | — | — | | | — | — | — | — | 500,000(5) | 520,000 | — | — | | | — | — | — | — | — | — | 500,000(6) | 520,000 | | Chris Swenson Chief Legal Officer | — | — | — | — | 13,353(3) | 13,887 | — | — | | | — | — | — | — | 81,169(4) | 84,416 | — | — | | | — | — | — | — | 300,000(5) | 312,000 | — | — | | | | | | | | | 306,748(6) | 319,018 |

  22. Outstanding Equity Awards at 2025 Year End Table

    (1)The market value of restricted stock units (“RSUs”) and that have not vested is based on the number of unvested RSUs outstanding multiplied by $1.04, which was the closing price of our Class A Common Stock on the New York Stock Exchange on December 31, 2025. (2)Represents performance RSUs, which shall vest in seven equal tranches upon us achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028. See the above section titled “Founder, Chairman, and CEO Compensation” for additional information related to Mr. Cohn’s equity-based award. (3)Restricted stock units that vest in equal quarterly installments through February 15, 2026. (4)Restricted stock units that vest in equal quarterly installments through June 15, 2026. (5)Restricted stock units that vest in equal quarterly installments through May 15, 2027. (6)Represents the target number of market-based performance restricted stock units (“Market PRSUs”) awarded to each of Mr. Pello and Mr. Swenson. These Market PRSUs are RSUs with a time vesting condition coupled with a market condition. The number of Market PRSUs earned shall be determined by reference to the Company’s Total Shareholder Return relative to the Company’s stock price of $1.62 and any Market PRSUs so earned shall satisfy the time vesting condition and vest ratably over 12 calendar quarters. No PRSUs shall be deemed vested until such date as of which both the time vesting condition and market condition have been satisfied. Any unvested RSUs shall be forfeited on February 15, 2028. For additional information, see Note 16 in our audited consolidated financial statements for the year ended December 31, 2025.

  23. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation “actually paid” (referred to as “CAP” or “Compensation Actually Paid”) and net loss of the Company. The below tables and disclosures do not reflect value actually realized by our NEOs or how our compensation committee evaluates compensation decisions in light of Company or individual performance. In particular, our compensation committee does not use Compensation Actually Paid as a basis for making compensation decisions.

  24. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total | | Compensation Actually Paid | | Value of Initial Fixed $100 Investment Based On: | | | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to non-PEO Named Executive Officers ($)(1)(2)(3) | TSR ($)(4) | Net Loss ($ in thousands) | | 2025 | 1 | (3,768,999) | 1,178,547 | 325,834 | 30.32 | (60,948) | | 2024 | 1 | (10,707,999) | 2,203,303 | (91,263) | 47.23 | (67,142) |

  25. PAY VERSUS PERFORMANCE

    (1)Charles Cohn is our current principal executive office (“PEO”) and was our PEO for each year presented. Jason Pello and Chris Swenson were the Non-PEO NEOs for each year presented. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in note 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs, as set forth below for 2025 and 2024. Equity values are calculated in accordance with ASC Topic 718. Amounts in the Exclusion of Stock Awards columns below are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  26. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO($) | Inclusion of Equity Values for PEO($) | Compensation Actually Paid to PEO ($) | | 2025 | 1 | — | (3,769,000) | (3,768,999) | | 2024 | 1 | — | (10,708,000) | (10,707,999) |

  27. PAY VERSUS PERFORMANCE

    | | Average Summary Compensation Table Total for non-PEO Named Executive Officers ($) | Average Exclusion of Stock Awards for non-PEO Named Executive Officers ($) | Average Inclusion of Equity Values for non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to non-PEO Named Executive Officers ($) | | 2025 | 1,178,547 | (657,500) | (195,213) | 325,834 | | 2024 | 2,203,303 | (1,704,000) | (590,566) | (91,263) |

  28. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables.

  29. PAY VERSUS PERFORMANCE

    | | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total - Inclusion of Equity Values for PEO (S) | | 2025 | — | (3,769,000) | — | — | (3,769,000) | | 2024 | — | (10,708,000) | — | — | (10,708,000) |

  30. PAY VERSUS PERFORMANCE

    | | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for non-PEO Named Executive Officers ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for non-PEO Named Executive Officers ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for non-PEO Named Executive Officers ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for for non-PEO Named Executive Officers ($) | Total - Inclusion of Equity Values for non-PEO Named Executive Officers (S) | | 2025 | 179,502 | (302,516) | — | (72,199) | (195,213) | | 2024 | 1,080,000 | (962,716) | 122,400 | (830,250) | (590,566) |

  31. PAY VERSUS PERFORMANCE

    (4)The comparison assumes $100 was invested for the period starting December 31, 2023 through the end of the listed year in Nerdy Inc. common stock. Historical stock performance is not necessarily indicative of future stock performance. Compensation actually paid to our PEO and other named executive officers fluctuates year over year primarily due to changes in the fair value of equity awards. In 2025, net loss decreased compared to 2024 while compensation actually paid to our PEO and non-PEO named executive officers increased and TSR decreased.