On September 1, 2026, Kyle Callaway resigned as Nerdy Inc.'s Chief Accounting Officer and principal accounting officer to accept a position at another company. The departure was not due to any disagreement regarding financial reporting or internal controls. Atul Bagga, the Company’s Chief Financial Officer, will assume the role of principal accounting officer upon Mr. Callaway's departure. This executive change is material as it involves the resignation of a key financial officer and an immediate leadership transition within the finance department. Nerdy Inc. operates in the education technology industry, providing tutoring and educational services.

Nerdy Inc. announced it regained compliance with the New York Stock Exchange's minimum share price requirement under Section 802.01C of the Listed Company Manual. The NYSE issued a notice on September 1, 2026, confirming that the company's closing share price on August 31, 2026, and its average closing share price over the preceding 30 trading days exceeded the $1.00 minimum threshold. Consequently, Nerdy's Class A Common Stock will continue to be listed and trade on the NYSE, subject to adherence to other continued listing standards. This resolution removes the immediate risk of delisting due to low stock price but highlights ongoing compliance monitoring requirements for the online education services provider.

On August 20, 2026, Nerdy Inc. announced that John Paszterko was notified of the company's decision to end his service as Chief Operating Officer effective immediately. This executive departure is a material event requiring disclosure under Item 5.02 of Form 8-K. The filing does not specify a successor or severance terms. Nerdy Inc. operates in the education technology industry, providing tutoring and educational services.

Nerdy Inc. announced a 1-for-15 reverse stock split of its Class A and Class B common stock, effective August 19, 2026, at 12:01 a.m. Eastern Time. The action was approved by shareholders on August 13, 2026, with 148,505,852 votes in favor and 3,646,654 against. The split reduces outstanding Class A shares from approximately 127.9 million to 8.5 million and aims to regain compliance with the NYSE's minimum share price requirement for continued listing. Fractional shares will be paid out in cash, and equity awards will receive proportionate adjustments. Nerdy Inc. operates a live online tutoring and intervention platform that leverages artificial intelligence to personalize learning.

On July 31, 2026, Nerdy Inc. committed to a plan to wind down its Varsity Tutors for Schools business line to focus on its core Consumer operations. The company estimates total exit-related costs between $2 million and $4 million, with substantially all expected to be recognized in the third quarter of 2026. This range includes $0.3 million to $0.5 million for employee severance, $0.5 million to $1.3 million for contract termination, $1.4 million to $1.6 million for asset impairments, and other costs of $0.1 million to $0.2 million. Future cash expenses are estimated at $0.7 million to $1.8 million, while non-cash charges range from $1.6 million to $1.8 million. These restructuring charges will be excluded from non-GAAP results but included in GAAP results. Nerdy Inc. operates in the education technology industry, providing online tutoring and learning services.

Nerdy Inc. appointed Kyle Callaway as Chief Accounting Officer, effective July 10, 2026. Mr. Callaway, previously the Company's Controller, promoted to Vice President in 2022, will report to CFO Atul Bagga. Nerdy Inc. operates in the education technology sector, providing online learning services.