8-K: Nerdy Faces NYSE Delisting Warning Over Sub-$1 Stock Price

Nerdy Inc. received a notice from the NYSE regarding non-compliance with listing standards due to its Class A Common Stock trading below $1.00 for 30 consecutive days.

Summary

• Nerdy Inc. was notified by the New York Stock Exchange (NYSE) on March 5, 2026, that it is not in compliance with continued listing criteria (Section 802.01C) because its Class A Common Stock's average closing price was less than $1.00 over a consecutive 30 trading-day period.
• The company informed the NYSE on March 6, 2026, of its intention to cure the stock price deficiency and regain compliance.
• Nerdy has a six-month period from the notice receipt date to regain compliance, requiring a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of any calendar month during this cure period.
• The company is considering alternatives, including a reverse stock split, which would require stockholder approval no later than its 2027 annual meeting.
• The notice is not expected to impact ongoing business operations, SEC reporting requirements, or the company's term loan.
• Nerdy's Class A Common Stock will continue to be listed and trade on the NYSE during this period, provided it complies with other listing standards.
• As of December 31, 2025, the company reported cash and cash equivalents of $47.9 million and believes it has ample liquidity to fund its business and growth initiatives.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the delisting notice, reflecting poor stock performance. While the company has a plan to cure and states ample liquidity, the need for a potential reverse stock split indicates significant challenges.

Positives

• The company has a clear plan and stated intention to cure the NYSE listing deficiency.
• Nerdy's Class A Common Stock will continue to be listed and trade on the NYSE during the six-month cure period.
• The notice is not anticipated to impact the company's ongoing business operations, SEC reporting requirements, or its term loan.
• The company reported $47.9 million in cash and cash equivalents as of December 31, 2025, and believes it has ample liquidity to fund its business and growth initiatives.

Negatives

• Nerdy Inc. received a formal notice of non-compliance from the NYSE due to its stock price falling below $1.00 for 30 consecutive trading days.
• The company's stock price performance indicates significant market skepticism or operational challenges.
• A potential reverse stock split, while a cure mechanism, often signals underlying issues and can lead to further investor apprehension or short-term price volatility.

Risks

• Difficulty in predicting future financial and operating results due to evolving offerings.
• Level of indebtedness could adversely affect financial condition.
• Operating activities may be restricted by covenants related to the term loan, with failure to comply having a material adverse effect.
• History of net losses and negative operating cash flows, potentially requiring other sources of liquidity.
• Risks associated with the ability to acquire and retain customers, and to operate and scale up Consumer and Institutional businesses.
• Risks associated with intellectual property, including claims of infringement on third-party rights.
• Risks associated with classification of individuals and entities as independent contractors.
• Risks associated with the liquidity and trading of securities.
• Risks associated with payments under the tax receivable agreement.
• Litigation, regulatory, and reputational risks arising from many learners being minors.
• Changes in applicable law or regulation.
• Possibility of cyber-related incidents and their impacts on business and operations.
• Risks associated with the development and use of artificial intelligence and related regulatory uncertainty.
• Possibility of being adversely affected by other economic, business, and/or competitive factors.
• Risks associated with managing growth.

Future Outlook

Nerdy Inc. intends to cure its NYSE stock price deficiency within the six-month period, considering a reverse stock split if necessary, subject to stockholder approval by the 2027 annual meeting. The company believes it has ample liquidity with $47.9 million in cash and cash equivalents as of December 31, 2025, to fund its business and growth initiatives.

Management Comments

• We intend to cure the stock price deficiency and to return to compliance with the NYSE continued listing standard.
• We intend to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval no later than at the Company's 2027 annual meeting of stockholders, if necessary to cure the stock price non-compliance.
• The notice is not anticipated to impact the ongoing business operations of the Company, its reporting requirements with the U.S. Securities and Exchange Commission, or the Company's term loan.
• With its cash on hand and the funding available under its term loan, the Company believes it has ample liquidity to fund its business and pursue growth initiatives.

Industry Context

StockSavvy.ai notes that receiving a delisting notice due to a sub-$1 stock price is a significant event for any publicly traded company, often reflecting broader market concerns about its financial health, growth prospects, or competitive positioning. In the education technology sector, which can be highly competitive and capital-intensive, sustained low stock prices can hinder a company's ability to raise capital, attract talent, and maintain investor confidence. While Nerdy has a plan to cure, the underlying issue suggests a need for stronger operational performance or a clearer path to profitability to regain market favor.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess Nerdy's current situation against global industry benchmarks. Therefore, a direct comparison based solely on the content of this filing is not feasible.

Corporate Governance

Stakeholder Impact

• Shareholders: Face uncertainty regarding the company's continued NYSE listing, potential for a reverse stock split (which can lead to further price volatility and perception of value erosion), and the need to approve such an action.
• Employees: No direct impact on ongoing business operations mentioned, but prolonged stock price issues can affect morale and stock-based compensation value.
• Customers: No anticipated impact on services or operations.
• Suppliers: No anticipated impact on relationships or payments.
• Creditors: No anticipated impact on the company's term loan.

Next Steps

• Cure the stock price deficiency within the six-month period following receipt of the NYSE notice.
• Consider available alternatives, including a reverse stock split, to regain compliance.
• Seek stockholder approval for a reverse stock split, if necessary, no later than at the company's 2027 annual meeting of stockholders.

Key Dates

Recommendation

A 'hold' recommendation is appropriate given the immediate negative news of the NYSE delisting notice, which signals significant market concern over Nerdy's valuation. While the company has a clear plan to cure the deficiency, including the potential for a reverse stock split, such actions often do not fundamentally address the underlying business challenges and can lead to further investor apprehension. The stated ample liquidity provides some stability, but the stock's performance below $1.00 indicates a lack of investor confidence. Investors should monitor the company's progress in regaining compliance and assess any operational improvements before considering further investment, as the risk of continued underperformance or further delisting actions remains.

Keywords

Nerdy, NRDY, NYSE, delisting, stock price, reverse stock split, compliance, education technology, edtech, liquidity