Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on February 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NERDY INC.

(Exact name of registrant as specified in its charter)

Delaware						98-1499860
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

Nerdy Inc.

8001 Forsyth Blvd., Suite 1050

St. Louis, MO 63105

Telephone: (314) 412-1227

(Address of Principal Executive Offices)

Christopher C. Swenson

Chief Legal Officer

Nerdy Inc.

8001 Forsyth Blvd., Suite 1050

St. Louis, MO 63105

(314) 412-1227

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John M. Mutkoski

Justin S. Anslow

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities

Act. ☐

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES

Nerdy Inc. (the "Registrant") is filing this Registration Statement on Form S-8 to register 10,748,713 additional shares of its Class A Common Stock under the Nerdy Inc. 2021 Equity Incentive Plan (the "Plan"), as amended, pursuant to the provisions of the Plan providing for an automatic increase on January 1, 2026, in the number of shares of Class A Common Stock, par value $0.0001 per share, reserved and available for issuance under the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities relating to the Plan for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the "SEC") on February 27, 2025 (Registration No. 333-285324), February 27, 2024 (Registration No. 333-277392), February 28, 2023 (Registration No. 333-270092), May 6, 2022 (Registration No. 333-264744), and November 29, 2021 (Registration No. 333-261401).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:

(a)			The registrant's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 26, 2026;
(b)			The description of the registrant's Class A Common Stock contained in the registrant's registration statement on Form 8-A (File No. 333-248594) filed by the registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on October 6, 2020, including any amendments or reports filed for the purpose of updating such description; and
(c)			All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant's annual report referred to in (a) above, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement indicating that all of the shares of Class A Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of any Current Report on Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

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Item 8. Exhibits.

EXHIBIT INDEX

Exhibit No.			Description
5.1			Opinion of Goodwin Procter LLP.
23.1			Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Nerdy Inc.
23.2			Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1			Power of Attorney (included on signature page).
99.1			Nerdy Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 filed with the Company's Form 8-K filed on September 24, 2021 (File No. 001-39595)).
99.2			First Amendment to the Nerdy Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the Company's Form 8-K filed on May 5, 2022 (File No. 001-39595)).
107			Filing Fee Table.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 26th day of February, 2026.

			Nerdy Inc.
			By:			/s/ Charles Cohn
						Name: Charles Cohn
						Title: President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Charles Cohn and Jason Pello as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person's name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the date indicated below.

Signature

Title

Date

/s/ Charles Cohn

Director, President, and Chief Executive Officer (Principal Executive Officer)

February 26, 2026

Charles Cohn

/s/ Jason Pello

Chief Financial Officer (Principal Financial and Accounting Officer)

February 26, 2026

Jason Pello

/s/ Abigail Blunt

Director

February 26, 2026

Abigail Blunt

/s/ Robert Hutter

Director

February 26, 2026

Robert Hutter

/s/ Christopher Marshall

Director

February 26, 2026

Christopher Marshall

/s/ Gregory Mrva

Director

February 26, 2026

Gregory Mrva

/s/ Stuart Udell

Director

February 26, 2026

Stuart Udell

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