Business Context and Reporting Period
This Form 8-K filing by Nerdy Inc. (NYSE: NRDY) is dated March 5, 2026, with the report signed on March 6, 2026. The filing addresses a regulatory notice regarding the continued listing of the Company's Class A Common Stock on the New York Stock Exchange (NYSE).
Key Financial Metrics
- Liquidity: As of December 31, 2025, the Company reported cash and cash equivalents of $47.9 million.
- Debt: The Company maintains a term loan facility, which, combined with cash on hand, is deemed sufficient to fund operations and growth initiatives.
- Stock Price: The average closing price of Class A Common Stock fell below $1.00 over a consecutive 30 trading-day period, triggering the listing deficiency notice.
- Revenue and Profit: The filing text does not provide specific revenue, profit, or margin figures for the current period.
Material Changes and Events
On March 5, 2026, Nerdy Inc. received a notice from the NYSE stating non-compliance with Section 802.01C of the Listed Company Manual due to the stock price deficiency. The Company notified the NYSE on March 6, 2026, of its intent to cure the deficiency. The filing states that this notice is not anticipated to impact ongoing business operations, SEC reporting requirements, or the Company's term loan.
Guidance, Outlook, and Risks
Remediation Plan: The Company has a six-month cure period to regain compliance. It intends to consider alternatives, including a reverse stock split, subject to stockholder approval no later than the 2027 annual meeting. Compliance can be achieved if the closing share price reaches at least $1.00 and the 30-day average remains at or above $1.00 by the end of any calendar month within the cure period.
Risks and Contingencies: The filing highlights several risks, including a history of net losses and negative operating cash flows, potential restrictions from term loan covenants, and challenges in scaling Consumer and Institutional businesses. Additional risks involve intellectual property claims, independent contractor classification, regulatory issues regarding minor learners, and uncertainties surrounding artificial intelligence development.
Investor Verification Checklist
- Verify the current trading price and 30-day average of NRDY stock to assess the likelihood of meeting the $1.00 threshold within the six-month cure period.
- Review the Company's 2026 Annual Report (Form 10-K) filed on February 26, 2026, for detailed financial performance and historical loss data.
- Monitor announcements regarding the potential reverse stock split and the timeline for stockholder approval.
- Assess the terms of the existing term loan to understand any covenants that could be triggered by continued stock price volatility or liquidity changes.