Nerdy Announces Receipt of Notice From NYSE (Form 8-K)

Nerdy Announces Receipt of Notice From NYSE

March 6, 2026 -- ST. LOUIS -- Nerdy Inc. (NYSE: NRDY) today announced that it received a notice from the New York Stock Exchange ("NYSE") on March 5, 2026 that it is not in compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company's Class A Common Stock was less than $1.00 over a consecutive 30 trading-day period.

The Company notified the NYSE on March 6, 2026 that it intends to cure the stock price deficiency and to return to compliance with the NYSE continued listing standard. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

The Company intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval no later than at the Company's 2027 annual meeting of stockholders, if necessary to cure the stock price non-compliance. Under the NYSE's rules, if the Company determines that it will cure the stock price deficiency by taking an action that will require stockholder approval at its 2027 annual meeting of stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days.

The notice is not anticipated to impact the ongoing business operations of the Company, its reporting requirements with the U.S. Securities and Exchange Commission, or the Company's term loan. The Company's Class A Common Stock will continue to be listed and trade on the NYSE during this period, subject to the Company's compliance with other NYSE continued listing standards.

As of December 31, 2025, the Company's principal sources of liquidity were cash and cash equivalents of $47.9 million. With its cash on hand and the funding available under its term loan, the Company believes it has ample liquidity to fund its business and pursue growth initiatives.