Nerdy Inc. 8-K

What Happened
Nerdy Inc. (NRDY) announced in an 8-K that on March 5, 2026 the New York Stock Exchange notified the company it no longer meets the NYSE continued listing requirement (Section 802.01C) because the average closing price of its Class A Common Stock was below $1.00 over a consecutive 30 trading‑day period. The company informed the NYSE on March 6, 2026 that it intends to cure the deficiency and return to compliance.

Key Details

• NYSE notice received March 5, 2026 for failure to meet the $1.00 average closing price requirement (30 trading‑day average).
• Company has a six‑month cure period from receipt of the notice and can regain compliance if, on the last trading day of any calendar month during that period, both the closing price and the 30‑day average are at least $1.00.
• Nerdy may pursue alternatives to cure the price deficiency, including a reverse stock split (which would require stockholder approval no later than the 2027 annual meeting); if cure requires shareholder approval, the price condition is deemed cured if the price exceeds $1.00 and remains above that level for 30 trading days.
• The company said the notice is not expected to affect its day‑to‑day operations, SEC reporting obligations, or its term loan. As of December 31, 2025, Nerdy had $47.9 million in cash and cash equivalents and believes it has liquidity (cash plus term‑loan availability) to fund operations.

Why It Matters
A continued listing notice signals a risk to the stock’s NYSE listing if the company does not restore its share price within the cure period. For shareholders, the immediate practical effects are limited—the Class A shares will continue to trade on the NYSE during the cure period—but failure to cure could lead to delisting or require corporate actions (like a reverse split) that may affect share count and market perception. The company’s stated liquidity and intent to pursue cures are relevant facts for investors monitoring downside risks to the stock’s exchange listing.