Nerdy Announces Receipt of Notice From NYSE
MWN-AI** Summary
Nerdy Inc. (NYSE: NRDY) announced on March 5, 2026, that it received a notice from the New York Stock Exchange (NYSE) regarding noncompliance with listing standards. Specifically, the notice cited that the average closing price of its Class A Common Stock had fallen below $1.00 for a consecutive 30 trading-day period as outlined in Section 802.01C of the NYSE Listed Company Manual. In response, Nerdy indicated on March 6, 2026, its intention to address this deficiency and regain compliance within a six-month timeframe.
The company can achieve compliance if, by the end of any calendar month during the cure period, it has a closing share price of $1.00 or more, along with an average closing price of at least $1.00 over the preceding month. Nerdy is also contemplating potential actions, including a reverse stock split, which will require stockholder approval by the 2027 annual meeting if deemed necessary. Notably, if the stock price exceeds $1.00 and remains above that threshold for 30 consecutive trading days, the compliance issue will be considered resolved.
Despite the NYSE notice, Nerdy emphasized that ongoing operations, reporting obligations to the U.S. Securities and Exchange Commission, and its term loan would not be impacted. The company stated that it possesses sufficient liquidity, equipped with $47.9 million in cash and available funds from its term loan, to support its business and growth efforts.
Nerdy cautioned that forward-looking statements included in the announcement could differ from actual results due to numerous factors, including financial, operational, and regulatory risks. Thus, investors are advised to consider these factors carefully.
MWN-AI** Analysis
Nerdy Inc. (NYSE: NRDY) recently received a notice from the NYSE regarding non-compliance with the exchange's continued listing criteria due to its Class A Common Stock average price falling below $1.00. With a six-month period to rectify this deficiency, the company has indicated its intention to take corrective actions that may include a reverse stock split. However, the notice is not expected to affect business operations or liquidity, which stood at $47.9 million as of December 31, 2025.
For investors, this situation presents a mixed bag of risks and potential opportunities. The immediate concern is the company’s stock price, which has triggered this notice. While Nerdy has sufficient liquidity to continue operations, prospective investors should closely monitor the stock's performance during the cure period. Success in regaining compliance will largely depend on strategic decisions made by management and market conditions.
In the short term, uncertainty typically breeds volatility. An expected reverse stock split could provide a temporary price boost, but if the market perceives it as a sign of deeper issues, it may not lead to sustained recovery. Investors should also consider broader market conditions, particularly how investor sentiment surrounding growth companies is shifting.
That said, Nerdy's focus on its business fundamentals and growth initiatives remains crucial. The company’s current cash position relieves immediate financial pressure, allowing it to pivot and adapt as necessary. Those considering a position in NRDY should assess their risk tolerance carefully, as while there may be upside if compliance is regained, there are clear risks should the situation deteriorate further.
In summary, potential volatility necessitates a cautious but informed approach for current and prospective investors in Nerdy Inc., with close attention paid to compliance developments and market reactions.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Nerdy Inc. (NYSE: NRDY) today announced that it received a notice from the New York Stock Exchange ("NYSE") on March 5, 2026 that it is not in compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company's Class A Common Stock was less than $1.00 over a consecutive 30 trading-day period.
The Company notified the NYSE on March 6, 2026 that it intends to cure the stock price deficiency and to return to compliance with the NYSE continued listing standard. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period the Company has 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 that month.
The Company intends 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. Under the NYSE’s rules, if the Company determines that it will cure the stock price deficiency by taking an action that will require stockholder approval at its 2027 annual meeting of stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days.
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. The Company’s Class A Common Stock will continue to be listed and trade on the NYSE during this period, subject to the Company’s compliance with other NYSE continued listing standards.
As of December 31, 2025, the Company’s principal sources of liquidity were cash and cash equivalents of $47.9 million. 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.
Cautionary Note Regarding 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 our plans and intentions to consider alternatives to cure the NYSE continued listing requirement deficiency; as well as statements that include the words as well as statements that include the words “expect,” “plan,” “believe,” “project,” “will” and “may,” and similar statements of a future or forward-looking nature.
The forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
There are a significant number of factors that could cause actual results to differ materially from statements made herein or in connection herewith, including but not limited to, our offerings continue to evolve, which makes it difficult to predict our future financial and operating results; our level of indebtedness, which could adversely affect our financial condition; our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us; our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity; risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer and Institutional businesses; risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights; risks associated with our classification of some individuals and entities we contract with as independent contractors; risks associated with the liquidity and trading of our securities; risks associated with payments that we may be required to make under the tax receivable agreement; litigation, regulatory and reputational risks arising from the fact that many of our Learners are minors; changes in applicable law or regulation; the possibility of cyber-related incidents and their related impacts on our business and results of operations; risks associated with the development and use of artificial intelligence and related regulatory uncertainty; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and risks associated with managing our growth.
Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K filed on February 26, 2026, as well as other filings that we may make from time to time with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260306893903/en/
Investor Relations
investors@nerdy.com
FAQ**
How does Nerdy Inc. Class A NRDY plan to regain compliance with the NYSE listing standards within the six-month cure period, and what specific strategies are being considered to achieve this?
Considering the recent notice from NYSE, what potential impact might a reverse stock split have on Nerdy Inc. Class A NRDY’s market perception and investor confidence?
What measures is Nerdy Inc. Class A NRDY taking to ensure that its liquidity remains sufficient to fund its business operations while also addressing the stock price compliance issue?
Can Nerdy Inc. Class A NRDY provide more details on the types of growth initiatives they are pursuing, especially in relation to their current liquidity situation?
**MWN-AI FAQ is based on asking OpenAI questions about Nerdy Inc. Class A (NYSE: NRDY).
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