Nerdy Inc. Receives NYSE Notice for Non-Compliance with Minimum Share Price Requirement
Key Points:
- Nerdy Inc. (NYSE: NRDY) has received a formal notice from the New York Stock Exchange (NYSE) indicating non-compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual.
- The issue is due to the average closing price of Nerdy’s Class A Common Stock falling below \$1.00 over a consecutive 30 trading-day period.
- The company intends to cure the deficiency and return to compliance, considering options including a reverse stock split, subject to shareholder approval no later than the 2027 annual meeting.
- The notice does not impact ongoing business operations, SEC reporting requirements, or the company’s term loan.
- Class A Common Stock will continue to trade on NYSE during the cure period, provided Nerdy remains compliant with other NYSE standards.
- As of December 31, 2025, Nerdy reported cash and cash equivalents of \$47.9 million and expects sufficient liquidity to fund operations and growth initiatives.
Details for Investors:
- The NYSE notice is a significant development for shareholders as it directly affects Nerdy’s listing status and could impact investor confidence and share price.
- To regain compliance, Nerdy must achieve a closing share price of at least \$1.00 and maintain an average closing price of \$1.00 or higher over a 30 trading-day period, at any time within six months from receipt of the notice.
- If Nerdy opts for a reverse stock split to address the deficiency, shareholder approval will be required and the stock price must promptly exceed \$1.00 and remain above this threshold for 30 trading days.
- The company’s announcement affirms its intention to pursue all available alternatives, including a reverse stock split, to restore compliance.
- Nerdy’s business operations, reporting obligations to the SEC, and access to its term loan are not expected to be affected by this notice.
- The company maintains a solid liquidity position, which it believes is ample to fund its business and growth plans despite the listing deficiency.
- A press release was issued on March 6, 2026, publicly disclosing the NYSE notification and Nerdy’s plans to address it.
Potential Share Price Impact:
- The NYSE non-compliance notice is price-sensitive and could influence the share price, especially if investors perceive an increased risk of delisting or dilution from a reverse stock split.
- Shareholders should monitor developments closely, including any formal proposals regarding a reverse split and the company’s ability to maintain compliance with NYSE standards.
- Failure to regain compliance within the specified timeframe could result in delisting, which would have a material impact on share liquidity, valuation, and investor access.
Risks and Forward-Looking Statements:
- The company cautions investors that forward-looking statements regarding plans to cure the deficiency, liquidity, and ongoing operations are subject to numerous risks, including:
- Evolving offerings and uncertainty in future financial results
- Indebtedness and potential restrictions from term loan covenants
- Net losses and negative operating cash flows
- Risks in customer acquisition and scaling operations
- Intellectual property disputes
- Payments under tax receivable agreements
- Cybersecurity incidents and regulatory risks, especially with AI development
- Litigation and regulatory risks associated with serving minors
- Economic, business, and competitive factors
- Risks in managing growth
- Actual results could differ materially from those projected, as detailed in Nerdy’s filings with the SEC, including the latest Annual Report on Form 10-K filed on February 26, 2026.
Contact Information:
Disclaimer:
This article is for informational purposes only and does not constitute investment advice. Investors should review official SEC filings and consult their financial advisors before making investment decisions. Forward-looking statements are subject to risks and uncertainties and actual results may differ. Nerdy Inc. undertakes no obligation to update forward-looking statements except as required by law.
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