Nerdy Inc. Announces 1-For-15 Reverse Stock Split (Form 8-K)

Nerdy Inc. Announces 1-For-15 Reverse Stock Split

Company Expected to Regain Compliance with the NYSE's Minimum Share Price Requirement

Trading on Split-Adjusted Basis Expected to Begin on August 19, 2026

ST. LOUIS--(BUSINESS WIRE)--Nerdy Inc. (NYSE: NRDY), a leading platform for delivering live online learning, today announced that a 1-for-15 reverse stock split of the Company's Class A Common Stock and Class B Common Stock is expected to become effective at 12:01 a.m. Eastern time on August 19, 2026. The Company's Class A Common Stock is expected to begin trading on a split-adjusted basis at the opening of the market on August 19, 2026, under the existing ticker symbol "NRDY" and with a new CUSIP number, 64081V208.

The 1-for-15 reverse stock split will reduce the number of outstanding shares of the Company's Class A Common Stock from approximately 127.9 million to approximately 8.5 million as of August 19, 2026.

The purpose of the 1-for-15 reverse stock split is to increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange (the "NYSE").

Proportionate adjustments will be made to the number of shares underlying the Company's outstanding equity awards, including stock options and restricted stock units, and to the exercise or conversion prices of such instruments. The reverse stock split will not affect any stockholder's proportionate ownership interest in the Company, except for adjustments resulting from the treatment of fractional shares.

Information for Nerdy Inc. Stockholders

At the effective time of the reverse stock split, holders of Nerdy Inc. Class A Common Stock will receive one new share of the Company's Class A Common Stock for every 15 shares of Class A Common Stock held. Record holders of Class A Common Stock will receive a transaction statement with respect to the exchange of such shares for post-reverse split shares. Continental Stock Transfer & Trust Company, the transfer agent for the Company's Class A Common Stock, will act as the exchange agent.

Nerdy Inc. will not issue fractional shares that result from the reverse stock split. Any stockholders of Class A Common Stock who would have been entitled to receive fractional shares as a result of the reverse stock split will instead receive cash in lieu of such fractional shares.

In connection with the reverse stock split, there will be no change to the total number of authorized shares of the Company's Class A Common Stock as set forth in the Company's certificate of incorporation.

For more information on the reverse stock split, please refer to the Company's definitive proxy statement filed with the SEC on July 13, 2026, for the August 13, 2026, special meeting of stockholders, which can be accessed through the investor relations portion of Nerdy's website at https://investors.nerdy.com and on the United States Securities and Exchange Commission's ("SEC") EDGAR website, www.sec.gov.

About Nerdy Inc.

Nerdy (NYSE: NRDY) operates a next-generation live tutoring and intervention platform that leverages the power of human expertise with advanced artificial intelligence ("AI") to personalize learning, accelerate student achievement, and empower educators. Our mission is to transform the way people learn through technology. The Company's purpose-built proprietary platform leverages technology, including AI, to connect learners of all ages to experts, delivering superior value on both sides of the network. Nerdy's comprehensive learning destination provides learning experiences across thousands of subjects and multiple formats-including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, and adaptive assessments. Nerdy's flagship business, Varsity Tutors, is one of the nation's largest platforms for live online tutoring and classes. Learn more about Nerdy at https://www.nerdy.com.