{"filing":{"accession_number":"0001819404-26-000085","cik":"0001819404","ticker":"NRDY","company_name":"Nerdy Inc.","form":"8-K","filing_date":"2026-08-14","report_date":"2026-08-13","primary_document":"nrdy-20260813.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1819404/000181940426000085/nrdy-20260813.htm"},"events":[{"id":27989,"run_id":25568,"accession_number":"0001819404-26-000085","anchor_item_number":"3.03","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"summary":"Nerdy Inc. announced a 1-for-15 reverse stock split effective August 19, 2026, explicitly to regain compliance with the New York Stock Exchange's minimum average closing price requirement for continued listing. The company had fallen below the NYSE's minimum share price threshold and is taking this capital structure action to restore compliance and avoid delisting.","company_name":"Nerdy Inc.","ticker":"NRDY","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29740,"accession_number":"0001819404-26-000085","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"Nerdy Inc. announced a 1-for-15 reverse stock split effective August 19, 2026, explicitly to \"increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange.\" This is a direct response to delisting risk—the company failed to maintain NYSE's minimum share price requirement and is taking corrective action to regain compliance. The press release states the company is \"Expected to Regain Compliance with the NYSE's Minimum Share Price Requirement,\" confirming the underlying delisting threat that prompted this capital structure modification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29741,"accession_number":"0001819404-26-000085","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a reverse stock split (1-for-15) approved by stockholders and implemented via amendment to the certificate of incorporation. While this is a governance/structural matter (Item 5.03), it is material because it directly addresses NYSE delisting risk—the press release explicitly states the purpose is \"to increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange.\" This is a material capital structure event affecting all shareholders' holdings and the company's exchange listing status, though it does not fit the specific delisting_risk category (which applies to notices of delisting or failure to comply) since the company is taking proactive action to regain compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29742,"accession_number":"0001819404-26-000085","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.07 discloses the results of a stockholder vote held on August 13, 2026, on a proposal to approve amendments to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-15. The filing reports the tabulation of votes (148,505,852 For, 3,646,654 Against, 182,251 Abstain) and the press release confirms the Board subsequently determined a 1-for-15 ratio effective August 19, 2026, to regain NYSE compliance with minimum share price requirements. This is a material shareholder vote result affecting the company's capital structure and listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29743,"accession_number":"0001819404-26-000085","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"Nerdy Inc. announced a 1-for-15 reverse stock split explicitly \"to increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange.\" The company states it is \"expected to regain compliance with the NYSE's Minimum Share Price Requirement,\" indicating prior non-compliance with continued listing standards. This is a direct response to delisting risk and material to investors assessing the registrant's exchange listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29740,"accession_number":"0001819404-26-000085","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"Nerdy Inc. announced a 1-for-15 reverse stock split effective August 19, 2026, explicitly to \"increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange.\" This is a direct response to delisting risk—the company failed to maintain NYSE's minimum share price requirement and is taking corrective action to regain compliance. The press release states the company is \"Expected to Regain Compliance with the NYSE's Minimum Share Price Requirement,\" confirming the underlying delisting threat that prompted this capital structure modification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"Nerdy Inc.","ticker":"NRDY","filing_date":"2026-08-14"},{"id":29741,"accession_number":"0001819404-26-000085","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a reverse stock split (1-for-15) approved by stockholders and implemented via amendment to the certificate of incorporation. While this is a governance/structural matter (Item 5.03), it is material because it directly addresses NYSE delisting risk—the press release explicitly states the purpose is \"to increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange.\" This is a material capital structure event affecting all shareholders' holdings and the company's exchange listing status, though it does not fit the specific delisting_risk category (which applies to notices of delisting or failure to comply) since the company is taking proactive action to regain compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"Nerdy Inc.","ticker":"NRDY","filing_date":"2026-08-14"},{"id":29742,"accession_number":"0001819404-26-000085","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.07 discloses the results of a stockholder vote held on August 13, 2026, on a proposal to approve amendments to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-15. The filing reports the tabulation of votes (148,505,852 For, 3,646,654 Against, 182,251 Abstain) and the press release confirms the Board subsequently determined a 1-for-15 ratio effective August 19, 2026, to regain NYSE compliance with minimum share price requirements. This is a material shareholder vote result affecting the company's capital structure and listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"Nerdy Inc.","ticker":"NRDY","filing_date":"2026-08-14"},{"id":29743,"accession_number":"0001819404-26-000085","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"Nerdy Inc. announced a 1-for-15 reverse stock split explicitly \"to increase the per-share price of the Company's Class A Common Stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange.\" The company states it is \"expected to regain compliance with the NYSE's Minimum Share Price Requirement,\" indicating prior non-compliance with continued listing standards. This is a direct response to delisting risk and material to investors assessing the registrant's exchange listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:45:47.684659+00:00","company_name":"Nerdy Inc.","ticker":"NRDY","filing_date":"2026-08-14"}]}