Nerdy Inc.

0001819404 FALSE 12-31 0001819404 2026-08-13 2026-08-13 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) August 13, 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 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described below, at a special meeting of stockholders held on August 13, 2026 (the “Special Meeting”), the stockholders of Nerdy Inc. (“the Company”) approved a proposal to authorize the Company’s Board of Directors, in its discretion following the Special Meeting, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock, at a ratio from any whole number between 1-for-5 and 1-for-15, inclusive, with such ratio to be determined at the discretion of our Board of Directors (the “Board”), subject to the Board’s authority to determine when to file the amendment and to abandon the other amendments notwithstanding prior stockholder approval of such amendments. On August 13, 2026, following the Special Meeting, the Company’s Board of Directors approved a reverse stock split of its Class A common stock and its Class B common stock (together, the ‘common stock”) at a ratio of 1-for-15 (the “Reverse Stock Split”). On August 14, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s amended and restated certificate of incorporation and effect the Reverse Stock Split. The Reverse Stock Split will become effective at 12:01 a.m., Eastern Time, on August 19, 2026. As a result of the Reverse Stock Split, every 15 shares of the Company’s common stock issued or outstanding will be automatically reclassified into one new share of common stock without any action on the part of the holders. The Reverse Stock Split does not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split does not affect the number of authorized shares of common stock or the par value of the common stock. Nerdy LLC will effect a corresponding reverse unit split of all outstanding Nerdy LLC units at the same ratio as the Reverse Stock Split, in accordance with its LLC Agreement. No fractional shares will be issued in connection with the Reverse Stock Split. Any common stockholders who would have been entitled to receive fractional shares as a result of the reverse stock split will instead receive cash in lieu of such fractional shares. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. As reported in Item 5.03 above, on August 13, 2026, the Company held the Special Meeting. At the Special Meeting, the Company’s stockholders voted on a proposal, which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 13, 2026. Only stockholders of record as of the close of business on July 9, 2026, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 190,772,334 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. The tabulation of the stockholder votes on each proposal brought before the Special Meeting is as follows: Proposal 1. To approve amendments to our Certificate of Incorporation to effect a reverse stock split of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and our Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and together with our Class A Common Stock, “Common Stock”), at a ratio from any whole number between 1-for-5 and 1-for-15, inclusive, with such ratio to be determined at the discretion of our Board of Directors (the “Board”), subject to the Board’s authority to determine when to file the amendment and to abandon the other amendments notwithstanding prior stockholder approval of such amendments. The voting results reported below are final. Proposal 1 – Approval of Amendments to our Certificate of Incorporation to Effect a Reverse Stock Split The approval of amendments to our Certificate of Incorporation to effect a reverse stock split. The results of the approval were as follows: For Against Abstain 148,505,852 3,646,654 182,251 1 Item 8.01 Other Events. On August 14, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 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 the expected increase in the per share closing price of our Class A Common Stock as a result of the reverse stock split, our expected regaining of compliance with the NYSE's continued listing standards, our strategic priorities, our growth, the sufficiency of our cash to fund future operations; and our anticipated full year 2026 outlook; as well as statements that include the words “expect,” “plan,” “believe,” “project,” “will” and “may,” a