8-K current report · filed Aug 14, 2026

Nerdy Inc. (NRDY) 8-K Current Report: August 14, 2026

Item 5.03Item 8.01NRDY overview

Short answer

Nerdy Inc. (NRDY) filed an 8-K current report with the SEC on August 14, 2026 reporting Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 8.01 (Other Events). Reverse split authorized at a 1-for-5 to 1-for-15 ratio, with final ratio and timing at Board discretion.

Nerdy Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Reverse split authorized at a 1-for-5 to 1-for-15 ratio, with final ratio and timing at Board discretion
  • Proposal approved with 148,505,852 votes for, 3,646,654 against, and 182,251 abstentions
  • Reverse split reduces shares outstanding proportionally, potentially supporting exchange-listing compliance and share-price requirements
  • Board may abandon the amendment despite shareholder approval, leaving execution timing uncertain

Item 8.01 · Other Events

  • Reverse stock split announced August 14, 2026, intended to increase Nerdy’s Class A share price
  • Primary investor relevance: potential path to regaining NYSE continued-listing compliance
  • Reverse split does not resolve underlying risks from net losses, negative operating cash flows, and indebtedness
  • 2026 outlook, liquidity sufficiency, and strategic priorities remain forward-looking and subject to execution risks

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