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

What Happened

• Nerdy Inc. (NRDY) announced that its stockholders authorized the Board to implement a reverse stock split in a ratio between 1‑for‑5 and 1‑for‑15. On Aug. 13, 2026 the Board chose a 1‑for‑15 reverse split and filed a Certificate of Amendment with Delaware on Aug. 14, 2026. The Reverse Stock Split will be effective at 12:01 a.m. Eastern Time on Aug. 19, 2026.
• The split will automatically convert every 15 existing shares of Class A and Class B common stock into one new share (no action required by holders). Nerdy LLC will implement a matching reverse unit split for its outstanding units. No fractional shares will be issued; affected holders will receive cash in lieu of fractions. Outstanding equity awards and plan share counts and exercise prices will be proportionately adjusted.

Key Details

• Reverse split ratio: 1-for-15 (Board authorized ratio range was 1-for-5 to 1-for-15).
• Key dates: stockholder approval Aug. 13, 2026; Certificate filed Aug. 14, 2026; effective Aug. 19, 2026 at 12:01 a.m. ET.
• Fractional shares: cash paid in lieu; no fractional shares will be issued.
• Corporate effects: does not change authorized shares or par value; does not alter rights or preferences of common stock; equity awards and Nerdy LLC units adjusted proportionately.

Why It Matters

• A reverse split reduces the number of outstanding shares and typically increases the per‑share price; Nerdy expects this to help regain compliance with NYSE listing standards (as noted in the company’s forward‑looking statements).
• The action is cosmetic to per‑share metrics (it does not change proportionate ownership except for cash in lieu for fractions) but can affect liquidity, share float, and trading behavior. Investors should expect automatic brokerage adjustments to share counts and possible short‑term changes in trading volume and price.
• Holders should review updated holdings after Aug. 19, check for any cash payment for fractional shares, and note that equity awards and exercise prices will be adjusted as described in the filing.