Nerdy Inc.

Current report

Risks Related to the Ownership of Class A Common Stock, Our Status as a Public Company, and the Tax Receivable Agreement

Current report

We cannot assure you that a proposed reverse stock split, if effected, will increase the trading price of our Class A Common Stock. There can be no assurance that the total market capitalization of our Class A Common Stock (the aggregate value of all of our outstanding Class A Common Stock at the then market price after a reverse stock split) will be equal to or greater than the total market capitalization before a reverse stock split, or that the per share market price of our Class A Common Stock following a reverse stock split will either equal or exceed the current per share market price.

Current report

On March 5, 2026, we received a letter (the “Letter”) from the New York Stock Exchange (the “NYSE”) notifying us that we were not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual because the minimum average closing price for our Class A Common Stock had been below $1.00 per share for the previous 30 consecutive trading-day period and therefore no longer complied with the minimum bid price requirement for continued listing on the NYSE. The Letter had no immediate effect on our listing on the NYSE or on the trading of our Class A Common Stock. The Letter provided us with a six-month compliance period, or until September 5, 2026, to regain compliance. We can regain compliance at any time within the six-month compliance period if on the last trading day of any calendar month during the compliance period our Class A Common Stock has a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the 30 trading-day period ending on the last trading day of that month.

Current report

On June 30, 2026, the closing sale price of our Class A common stock, par value $0.0001 per share (our “Class A Common Stock”) on the New York Stock Exchange (the“NYSE”) was $0.92 per share. Reducing the number of outstanding shares of our Common Stock through a reverse stock split, if our board decides to proceed with a reverse stock split, is intended to increase the per share trading price of our Class A Common Stock to exceed the minimum bid price requirement for continued listing on the NYSE for at least the required period of time. However, we cannot assure you that the market price per share of our Class A Common Stock after a reverse stock split will rise or remain constant in proportion to the reduction in the number of shares of Class A Common Stock outstanding before a reverse stock split. Even if we implement a reverse stock split, the per share trading price of our Class A Common Stock may decrease due to factors unrelated to a reverse stock split. The effect of a reverse stock split on the per share trading price of our Class A Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. In many cases, the market price of a company’s shares declines after a reverse stock split, or the market price of a company’s shares immediately after a reverse stock split does not reflect a proportionate or mathematical adjustment to the market price based on the ratio of the reverse stock split. Other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the per share trading price of our Class A Common Stock. Accordingly, the total market capitalization of our Class A Common Stock and the Company after a reverse stock split may be lower than the total market capitalization before a reverse stock split, and it is possible that a reverse stock split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. As a result, there can be no assurance that a reverse stock split, if completed, will result in the benefits that we anticipate or that the per share trading price of our Common Stock will not decrease in the future.

Current report

A proposed reverse stock split may decrease the liquidity of our Class A Common Stock and result in higher transaction costs.

Current report

The liquidity of our Class A Common Stock may be negatively impacted by a reverse stock split, given the reduced number of shares that would be outstanding after a reverse stock split, particularly if the per share trading price of our Class A Common Stock does not increase proportionately as a result of a reverse stock split. In addition, if a reverse stock split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of Class A Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Class A Common Stock. Further, although we believe a reverse stock split may enhance the marketability of our Class A Common Stock to certain potential investors, we cannot assure you that, if implemented, our Class A Common Stock will be more attractive to investors. While our board believes that a higher stock price may help generate the interest of new investors, a reverse stock split may not result in a per-share price that will attract certain types of investors, such as institutional investors or investment funds, and such share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not improve as a result of a reverse stock split and could be adversely affected by a higher per share price. Accordingly, a reverse stock split may not achieve the desired results of increasing marketability of our common stock.

Current report

Even if a reverse stock split is effected, we may not be able to satisfy all of the other requirements for continued listing of our Class A Common Stock on the NYSE or any other stock exchange.

Current report

Our board is submitting a reverse stock split proposed to our stockholders for approval with the primary intent of increasing the market price and minimum bid price of our Class A Common Stock to regain and maintain compliance with the listing requirements of the NYSE and to make our Class A Common Stock more attractive to a broader range of institutional and other investors. However, continued listing on such exchange requires compliance with a variety of other qualitative and quantitative listing standards. Even if we effect a reverse stock split, we may not be able to satisfy or maintain listing requirements on the NYSE or any other stock exchange. We cannot provide any assurances that we will be able to maintain a listing of the Class A Common Stock on the NYSE or any other stock exchange.

Current report

As we would not reduce the number of authorized shares of preferred stock, a reverse stock split could make a change of control more difficult because we will have the right to issue proportionally more shares.

Current report

A reverse stock split will not change the number of authorized shares of our preferred stock, as designated by our certificate of incorporation. Our certificate of incorporation authorizes us to issue one or more series of preferred stock, which we are not changing in a reverse stock split. Our board has the authority to determine the rights, preferences, and privileges of, and restrictions on, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series (but not below the number of shares of such series then outstanding), without any further vote or action by our stockholders. Our Preferred Stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A Common Stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Common Stock.

Current report

A reverse stock split would not be recommended by our board as part of an anti-takeover strategy, but rather its principal purpose is for our Company to maintain compliance with the NYSE’s listing standards to maintain the listing of our Class A Common Stock and to make such shares more attractive to a broader group of investors.