Nerdy Inc.

Item 2.05 Costs Associated with Exit or Disposal Activities. On July 31, 2026, Nerdy Inc. (the “Company”) committed to a plan to wind down its Varsity Tutors for Schools offering and business line. The wind-down permits the Company to focus on its core Consumer business. The Company currently estimates exit-related costs in the range of $2 million to $4 million, substantially all of which it expects to recognize during the third quarter of 2026. The exit-related costs include an estimated range of $0.3 million to $0.5 million of employee severance and other termination benefits, an estimated range of $0.5 million to $1.3 million of contract termination costs, an estimated range of $1.4 million to $1.6 million of asset impairment charges, and other exit-related costs of $0.1 million to $0.2 million. The estimated range of future cash expenses is $0.7 million to $1.8 million. The estimated range of future non-cash expenses is $1.6 million to $1.8 million. The charges that the Company expects to incur are subject to a number of assumptions, and actual expenses may differ materially from the estimates disclosed above. Expenses associated with the restructuring will be included in the Company’s GAAP results, but will be excluded from the Company’s non-GAAP results. Forward-looking statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including statements regarding our financial outlook, charges, and expenses, statements regarding the expected timing and impact of the exit-related costs disclosed herein, and our expected costs related to the exit and wind-down disclosed herein, including but not limited to restructuring and related charges. Additionally, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “seeks,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 Form 8-K 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, including but not limited to, unanticipated developments that may delay or increase the costs associated with the wind-down of our Varsity Tutors for Schools offering and business line. 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 United States Securities and Exchange Commission (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.