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  4. [8-K] Nerdy Inc. Reports Material Event

Nerdy regains NYSE compliance on $1 price rule

Nerdy Inc. has resolved its NYSE minimum share price deficiency and remains listed, based on a 30‑day average closing price above the $1.00 requirement.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) announced that it has regained compliance with the New York Stock Exchange continued listing standard for minimum share price under Section 802.01C of the NYSE Listed Company Manual. The NYSE notified Nerdy on September 1, 2026, based on the Company’s closing share price on August 31, 2026 and its average closing share price for the 30 trading days ended August 31, 2026, which was above the NYSE’s $1.00 minimum requirement. Nerdy’s Class A common stock will continue to be listed and trade on the NYSE, subject to compliance with other NYSE continued listing standards.

Positive

  • Nerdy has regained compliance with the NYSE’s minimum share price continued listing standard under Section 802.01C, reducing immediate delisting risk and allowing its Class A common stock to continue trading on the NYSE.

Negative

  • None.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
NYSE minimum share price requirement $1.00 per share Threshold under Section 802.01C of the NYSE Listed Company Manual
Compliance measurement period 30 trading days Average closing share price for the 30 trading days ended August 31, 2026 used to assess compliance
Compliance notification date September 1, 2026 Date the NYSE notified Nerdy that it had regained compliance
Price observation date August 31, 2026 Date of the closing share price used along with the 30‑day average to determine compliance
continued listing criteria regulatory
"regained compliance with the New York Stock Exchange ("NYSE") continued listing criteria"
A set of financial, reporting and corporate-governance requirements that a company must meet to remain listed on a stock exchange. Think of it like the rules and upkeep for a membership card: if a company fails to maintain minimum share price, market value, timely reports or other standards, the exchange can warn, suspend or remove the stock. For investors this matters because falling below these standards can reduce liquidity, increase risk and lead to sudden price drops or forced sales.
Section 802.01C regulatory
"compliance with Section 802.01C of the NYSE Listed Company Manual"
forward-looking statements regulatory
"All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
tax receivable agreement financial
"risks associated with payments that we may be required to make under the tax receivable agreement"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
term loan financial
"operating activities may be restricted as a result of covenants related to our term loan"
A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.
artificial intelligence technical
"risks associated with the development and use of artificial intelligence and related regulatory uncertainty"
Artificial intelligence is the ability of computers and machines to perform tasks that typically require human thinking, such as understanding language, recognizing patterns, or making decisions. For investors, it matters because AI can enhance efficiency, uncover new insights, and enable smarter strategies, potentially impacting the value and performance of companies that develop or utilize this technology.

FAQ

What NYSE issue did Nerdy Inc. (NRDY) resolve in this 8-K?
Nerdy resolved a minimum share price deficiency. The NYSE notified the company on September 1, 2026 that it had regained compliance with Section 802.01C of the NYSE Listed Company Manual for continued listing.

How did Nerdy Inc. (NRDY) regain compliance with the NYSE minimum price rule?
The NYSE based its decision on Nerdy’s August 31, 2026 closing share price and the 30 trading day average closing share price ended that date, which was above the NYSE’s $1.00 minimum requirement under Section 802.01C.

Is Nerdy Inc. (NRDY) still listed on the NYSE after this notice?
Yes. Nerdy’s Class A common stock will continue to be listed and trade on the NYSE, subject to the company’s ongoing compliance with other NYSE continued listing standards.

What specific NYSE rule applies to Nerdy Inc.’s (NRDY) compliance update?
The compliance update relates to Section 802.01C of the NYSE Listed Company Manual, which sets the $1.00 minimum share price continued listing requirement for NYSE-listed companies.

When did Nerdy Inc. (NRDY) receive the NYSE compliance notification?
Nerdy received the NYSE notification letter on September 1, 2026, confirming that the company had regained compliance with the NYSE minimum share price continued listing standard.

Does this filing disclose any changes to Nerdy Inc.’s (NRDY) operations or finances?
No operational or financial changes are disclosed here. The filing focuses on NYSE listing compliance and attaches a press release explaining that Nerdy has met the minimum share price requirement under Section 802.01C.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001819404FALSE00018194042026-09-012026-09-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) September 1, 2026
___________________________________

NERDY INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-39595
(Commission
File Number)
98-1499860
(I.R.S. Employer
Identification No.)
8001 Forsyth Blvd., Suite 1050
St. Louis, MO
 63105
(address of principal executive offices)
(zip code)
(314) 412-1227
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
NRDY
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01. Other Events.
On September 2, 2026, Nerdy Inc. (the “Company”) issued a press release announcing that on September 1, 2026, it received a notice from the New York Stock Exchange (the “NYSE”) that the Company had regained compliance with Section 802.01C of the NYSE Listed Company Manual. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
99.1
Press Release dated September 2, 2026.
104
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: September 2, 2026
By:
/s/ Christopher C. Swenson
Name: Christopher C. Swenson
Title:   Chief Legal Officer and Corporate Secretary


2
Exhibit 99.1
Nerdy Regains Compliance with NYSE Continued Listing Standard
St. Louis --(BUSINESS WIRE)--Nerdy Inc. (NYSE: NRDY) today announced that it has regained compliance with the New York Stock Exchange ("NYSE") continued listing criteria for minimum share price under Section 802.01C of the NYSE Listed Company Manual.

On September 1, 2026, the NYSE provided Nerdy with a notification letter of compliance based on Nerdy’s closing share price on August 31, 2026, as well as a calculation of Nerdy’s average closing share price for the 30 trading days ended August 31, 2026, which reflected an average closing share price above the NYSE’s $1.00 minimum requirement. Accordingly, the Company has regained compliance with the minimum share price requirement of Section 802.01C.

Nerdy’s Class A Common Stock will continue to be listed and trade on the NYSE, subject to the Company’s compliance with other NYSE continued listing standards.

Forward-Looking Statements
All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our plans and intentions with respect to the NYSE continued listing requirements; as well as statements that include the words “expect,” “plan,” “believe,” “project,” “will” and “may,” and similar statements of a future or forward-looking nature. The forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made herein or in connection herewith, including but not limited to, our offerings continue to evolve, which makes it difficult to predict our future financial and operating results; our level of indebtedness, which could adversely affect our financial condition; our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us; our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity; risks associated with our ability to acquire and retain customers, operate, and scale up our business; risks associated with the implementation of our plan to wind down Varsity Tutors for Schools, including the timing and amount of expected exit costs, our ability to realize anticipated benefits, and the impact on our business and results of operations; risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights; risks associated with our classification of some individuals and entities we contract with as independent contractors; risks associated with the liquidity and trading of our securities; risks associated with payments that we may be required to make under the tax receivable agreement; litigation, regulatory and reputational risks arising from the fact that many of our Learners are minors; changes in applicable law or regulation; the possibility of cyber-related incidents and their related impacts on our business and results of operations; risks associated with the development and use of artificial intelligence and related regulatory uncertainty; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and risks associated with managing our growth. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K filed on February 26, 2026, and our Quarterly Report on Form 10-Q filed on August 6, 2026, as well as other filings that we may make from time to time with the SEC.

Investor Relations:
investors@nerdy.com

Source: Nerdy Inc.


Source: View Original Filing on SEC EDGAR

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