Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Consulting Agreement, Departure Agreement, and General Release with Former Chief Financial Officer
On April 6, 2026, Nerdy Inc. (the "Company") filed a Current Report on Form 8-K announcing that Jason Pello ceased serving as the Company's Chief Financial Officer effective April 3, 2026. In connection with Mr. Pello's previously announced separation from the Company, the Company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release (the "Agreement") on May 21, 2026.
Pursuant to the Agreement, Mr. Pello will serve as a consultant to the Company through October 3, 2026 and will receive aggregate consulting payments totaling $223,125. The Agreement also provides for the continued vesting of 333,333 restricted stock units that were scheduled to vest on April 15, 2026 and May 15, 2026. The Agreement contains a customary release of claims and becomes effective upon expiration of the applicable revocation period.
The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.
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