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- Departure of CFO (new) — CFO departed effective April 3, 2026, now formalized with separation agreement including consulting payments and equity vesting.
Nerdy formalizes CFO departure with $223K consulting deal, 333K RSUs to vest
Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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high
Former CFO Jason Pello, who left April 3, signed separation agreement May 21 including 6-month consulting role through October paying $223,125 total
Item 5.02 verify on EDGAR → -
medium
Agreement allows 333,333 restricted stock units to continue vesting on original April and May 2026 schedule as additional compensation
Item 5.02 verify on EDGAR → -
low
Separation includes standard release of claims against company, subject to revocation period before becoming final
Item 5.02 verify on EDGAR →
Summary
Nerdy Inc. formalized the departure of CFO Jason Pello, who left his role on April 3, 2026. The May 21 separation agreement provides a six-month consulting arrangement through October 2026 with total payments of $223,125, plus the continued vesting of 333,333 restricted stock units originally scheduled for April and May 2026.
The total cost of this separation package represents meaningful compensation for the transition period. For retail investors, this filing closes the book on the CFO transition that began in early April. The consulting arrangement suggests the company values continuity during the handoff period, though the combined cash and equity compensation is notable.
The agreement includes standard legal protections releasing claims against the company. Watch for Nerdy's next quarterly filing to see how the CFO transition impacts financial reporting quality and whether the company has named a permanent replacement. The consulting period ends in October, which may signal when full transition is expected to complete.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release (the “Agreement”) on May 21, 2026.
Nerdy formalized the separation of former CFO Jason Pello through a comprehensive agreement signed May 21, 2026. This follows his April 3, 2026 departure previously announced. The agreement includes consulting services, severance payments, and equity vesting provisions.
Added in current filing · verify on EDGAR →
Mr. Pello will serve as a consultant to the Company through October 3, 2026 and will receive aggregate consulting payments totaling $223,125.
The former CFO will provide consulting services for six months through October 3, 2026, receiving total payments of $223,125. This arrangement provides continuity during the CFO transition period.
Added in current filing · verify on EDGAR →
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.
As part of the separation package, 333,333 restricted stock units will continue to vest on their original schedule in April and May 2026. This represents additional compensation beyond the cash consulting payments.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Agreement contains a customary release of claims and becomes effective upon expiration of the applicable revocation period.
The agreement includes standard legal protections where the former CFO releases claims against the company. The agreement has a revocation period before becoming final, which is typical for separation agreements.
Event · Item 9.01 — Financial Statements and Exhibits
Nerdy Inc. disclosed a consulting agreement, departure agreement, and general release with Jason Pello effective May 21, 2026.
Added in current filing · verify on EDGAR →
Consulting Agreement, Departure Agreement, and General Release, dated as of May 21, 2026, by and between Jason Pello and Nerdy Inc., Nerdy LLC, Varsity Tutors LLC, Varsity Tutors for Schools LLC, and Live Learning Technologies Shared Resources LLC.
Nerdy Inc. entered into a consulting agreement, departure agreement, and general release with Jason Pello on May 21, 2026. The agreement involves multiple Nerdy entities and is classified as a management contract or compensatory arrangement. The filing does not disclose Jason Pello's prior role, the terms of the departure, or the consulting arrangement details, which are contained in the attached exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 25, 2026 · How we verify