Document

PRE 14A 1 reversestocksplitprelimpro.htm PRE 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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☐			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12

NERDY INC.

(Name of Registrant as Specified In Its Charter)

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

NERDY INC.

8001 Forsyth Blvd., Suite 1050

St. Louis, Missouri 63105

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held August 13, 2026

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Nerdy Inc., will be a virtual-only meeting to be held on August 13, 2026, at 9:30 a.m. Eastern Time. The purpose of the Special Meeting is the following:

1.To approve amendments to our Certificate of Incorporation to effect a reverse stock split of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and our Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and together with our Class A Common Stock, “Common Stock”), at a ratio from any whole number between 1-for-5 and 1-for-15, inclusive, with such ratio to be determined as the discretion of our Board of Directors (the “Board”), subject to the Board’s authority to determine when to file the amendment and to abandon the other amendments notwithstanding prior stockholder approval of such amendments.

Only Nerdy Inc. stockholders of record at the close of business on July 9, 2026, will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.

Your vote is important. Whether or not you are able to attend the meeting, it is important that your shares be represented. To ensure that your vote is recorded, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating, and returning the proxy card.

Our Special Meeting will be held in a virtual-only format. The Special Meeting can be accessed at the following link: www.virtualshareholdermeeting.com/NRDY2026SM. To log in to the Special Meeting, you have two options: join as a “Guest” or join as a “Stockholder.” If you were a stockholder as of the close of business on July 9, 2026, you are eligible to join the Special Meeting as a “Stockholder” and have the option to vote your shares or ask questions at the meeting.

To join the Special Meeting as a “Stockholder,” you will be required to enter your 16-digit control number. If you are a registered stockholder as of the close of business on July 9, 2026, the control number can be found on your proxy card or notice. If you do not have your control number, you may attend as a “Guest” but will not have the option to vote your shares or ask questions at the Special Meeting.


	By order of the Board of Directors,
St. Louis, Missouri
Date: _____, 2026		/s/ Charles Cohn
		Charles Cohn
		Founder, Chairman, & Chief Executive Officer

TABLE OF CONTENTS


Summary			1
General Information			2
Proposal No. 1 - Approval of Amendments to our Certificate of Incorporation to Effect a Reverse Stock Split			4
Principal Stockholders			12
General Matters			14
Appendix A			15


	Pre-Reverse Split	1-for-5	1-for-10	1-for-15
Authorized	1,150,000,000	1,150,000,000	1,150,000,000	1,150,000,000
Outstanding	190,772,334	38,154,467	19,077,233	12,718,156
Reserved for future issuance pursuant to equity incentive plan	51,424,627	10,284,925	5,142,463	3,428,308
Reserved for future issuance pursuant to legacy unit plans	7,131,964	1,426,393	713,196	475,464
Number of shares issuable upon exercise of outstanding options	3,820,814	764,163	382,081	254,721
Number of shares issuable upon exercise of outstanding stock appreciation rights	5,623,939	1,124,788	562,394	374,929
Number of shares issuable upon release of outstanding restricted stock units	18,156,159	3,631,232	1,815,616	1,210,411
Authorized but unissued and unreserved	900,671,075	1,100,134,215	1,125,067,108	1,133,378,072


Name and Address of Beneficial Owners	Number of shares of Class A Common Stock	Number of shares of Class B Common Stock(1)	% of Total Voting Power (2)
Directors and Named Executive Officers:
Charles Cohn(3)	49,858,535	42,564,998	48.4	%
Atul Bagga	125,000	—	*
John Paszterko	199,755	—	*
Chris Swenson	1,341,631	1,023,348	1.2	%
Abigail Blunt	461,784	—	*
Rob Hutter	—	—	*
Christopher (Woody) Marshall	—	—	*
Greg Mrva	1,141,189	—	*
Stuart Udell	538,302	18,457	*
All directors and officers as a group (9 individuals)	53,666,196	43,606,803	50.6	%


Five Percent Holders:
Entities affiliated with TCV(4)	4,442,284	16,636,527	11.0	%
Entities affiliated with Learn Capital(5)	8,344,019	1,218,548	5.0	%


(1)			Each share of Class B Common Stock entitles the holder thereof to one vote per share. Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC, the units of Nerdy LLC, together with an equal number of shares of Class B Common Stock, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis.
(2)			Represents percentage of voting power of the holders of Class A Common Stock and Class B Common Stock of the Company voting together as a single class.
(3)			Consists of Class B Common Stock held by (i) Charles K. Cohn VT Trust U/A/D May 26, 2017, (ii) Cohn Investments, LLC, (iii) Rarefied Air Capital LLC, (iv) Cohn Family Trust U/A/D March 16, 2017; and (v) Charles Cohn Revocable Trust. Mr. Cohn is the beneficial owner of the Charles K. Cohn VT Trust U/A/D May 26, 2017, Cohn Family Trust U/A/D March 16, 2017, and the Charles Cohn Revocable Trust, the sole manager of Cohn Investments, LLC, and the sole manager of Rarefied Air Capital LLC. Includes 6,777,089 shares of Class A Common Stock and 5,824,038 shares of Class B Common Stock held by Mr. Cohn’s spouse, who has sole voting and sole dispositive power of those shares. Mr. Cohn disclaims beneficial ownership of the 12,601,127 shares of common stock held by his spouse.
(4)			Consists of shares of Common Stock held by (i) TCV VIII (A), L.P. (“TCV VIII (A)”), and (ii) TCV VIII VT Master, L.P. (“TCV Master Fund”). The general partner of TCV Master Fund is TCV VIII VT Master GP, LLC (“Master GP”). The managing member of Master GP is TCV VIII, L.P. (“TCV VIII”). The direct general partner of TCV VIII and TCV VIII (A) is Technology Crossover Management VIII, L.P. (“TCM VIII”). The general partner of TCM VIII is Technology Crossover Management VIII, Ltd. (“Management VIII”). Each of TCM VIII and Management VIII may be deemed to beneficially own the shares held by TCV VIII (A). Each of Master GP, TCV VIII, TCM VIII and Management VIII may be deemed to beneficially own the shares held by TCV Master Fund. Each of Master GP, TCV VIII, TCM VIII and Management VIII disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Mr. Marshall has sole voting and dispositive power for 492,493 shares of the Class A Common Stock, but he has no pecuniary interest in such shares, and he disclaims beneficial ownership except to the extent of his pecuniary interest. The address for these entities is 250 Middlefield Road, Menlo Park, CA 94025.
(5)			Consists of shares of Common Stock held by (i) Learn Capital Special Opportunities Fund X, L.P. (“LC Fund X”), (ii) Learn Capital Special Opportunities Fund XI, L.P. (“LC Fund XI”), (iii) Learn Capital Special Opportunities Fund XII, L.P. (“LC Fund XII”), (iv) Learn Capital Special Opportunities Fund XIII, L.P. (“LC Fund XIII”), (v) Learn Capital Special Opportunities Fund XIV, L.P. (“LC Fund XIV”), (vi) Learn Capital Special Opportunities Fund XV, L.P. (“LC Fund XV”), and (vii) Learn Capital Special Opportunities Fund XVI, L.P. (“LC Fund XVI” and together with, LC Fund X, LC Fund XI, LC Fund XII, LC Fund XIII and LC Fund XIV and LC Fund XV, the “Learn Capital Funds”). The general partners for LC Fund X, LC Fund XI, LC Fund XII, LC Fund XIII, LC Fund XIV, LC Fund XV, and LC Fund XVI are Learn Capital Management X, LLC (“Management X”), Learn Capital Management XI, LLC (“Management XI”), Learn Capital Management XII, LLC (“Management XII”), Learn Capital Management XIII, LLC (“Management XIII”), Learn Capital Management XIV, LLC (“Management XIV”), Learn Capital Management XV, LLC (“Management XV”), and Learn Capital Management XVI, LLC (“Management XVI”), respectively. Management X, Management XI, Management XII, Management XIII, Management XIV, Management XV and Management XVI are collectively referred to as the “Management Entities.” Each of the Management Entities may be deemed to beneficially own the shares held by the Learn Capital Funds. Gregory V. Mauro and Mr. Hutter are each managing members of certain of these entities and may be deemed to have shared power to dispose of these shares. Each of the Management Entities disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address for these entities is 600 Congress Avenue, Suite 2800, Austin, Texas, 78701.