Nerdy Inc-A 2026年季度报告

FORM 10-Q_________________________________________ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NERDY INC. (Exact name of registrant as specified in its charter) 98-1499860 Delaware (I.R.S. Employer Identification No.) 8001 Forsyth Blvd., Suite 1050St. Louis, Missouri 63105(Address of Principal Executive Offices) (Zip Code) (314) 412-1227(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Indicate the numbers of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:Class A common stock, par value $0.0001 per share - 126,378,213 shares of common stock as of April 30, 2026Class B common stock, par value $0.0001 per share - 63,730,417 shares of common stock as of April 30, 2026 NERDY INC.QUARTERLY REPORT ON FORM 10-QTABLE OF CONTENTS PagePART IFINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited).1Condensed Consolidated Statements of Operations (Unaudited).1Condensed Consolidated Statements of Comprehensive Loss (Unaudited).2Condensed Consolidated Balance Sheets (Unaudited).3Condensed Consolidated Statements of Cash Flows (Unaudited).4Condensed Consolidated Statements of Stockholders’ Equity (Unaudited).5Notes to Condensed Consolidated Financial Statements (Unaudited).6Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.13Item 3.Quantitative and Qualitative Disclosures About Market Risk.18Item 4.Controls and Procedures.18PART IIOTHER INFORMATIONItem 1.Legal Proceedings.18Item 1A.Risk Factors.19Item 5.Other Information.19Item 6.Exhibits.19SIGNATURES20 PART I. FINANCIAL INFORMATION. ITEM 1. FINANCIAL STATEMENTS (UNAUDITED). NERDY INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)(in thousands, except per share data) Three Months EndedMarch 31,20262025Revenue$48,735$47,595Cost of revenue16,46119,984Gross Profit32,27427,611Sales and marketing expenses14,15715,785General and administrative expenses23,91528,411Operating Loss(5,798)(16,585)Interest expense660—Interest income(368)(462)Other expense16—Loss before Income Taxes(6,106)(16,123)Income tax expense2228Net Loss(6,128)(16,151)Net loss attributable to noncontrolling interests(2,053)(5,655)Net Loss Attributable to Class A Common Stockholders$(4,075)$(10,496)Loss per share of Class A Common Stock:Basic and Diluted$(0.03)$(0.09)Weighted-Average Shares of Class A Common Stock Outstanding:Basic and Diluted124,295118,456 NERDY INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)(in thousands) See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited). NERDY INC.CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)(in thousands) NERDY INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(in thousands) NERDY INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(in thousands, except per share information and where indicated otherwise) NOTE 1 — BASIS OF PRESENTATION AND BACKGROUND Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principlesgenerally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”)Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financialstatements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or contextotherwise indicate