Nerdy Inc. Announces 1-For-15 Reverse Stock Split

Company Expected to Regain Compliance with the NYSE's Minimum Share Price Requirement

Trading on Split-Adjusted Basis Expected to Begin on August 19, 2026

ST. LOUIS, August 14, 2026--Nerdy Inc. (NYSE: NRDY), a leading platform for delivering live online learning, today announced that a 1-for-15 reverse stock split of the Company's Class A Common Stock and Class B Common Stock is expected to become effective at 12:01 a.m. Eastern time on August 19, 2026. The Company's Class A Common Stock is expected to begin trading on a split-adjusted basis at the opening of the market on August 19, 2026, under the existing ticker symbol "NRDY" and with a new CUSIP number, 64081V208.

The 1-for-15 reverse stock split will reduce the number of outstanding shares of the Company's Class A Common Stock from approximately 127.9 million to approximately 8.5 million as of August 19, 2026.

The purpose of the 1-for-15 reverse stock split 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 (the "NYSE").

Proportionate adjustments will be made to the number of shares underlying the Company's outstanding equity awards, including stock options and restricted stock units, and to the exercise or conversion prices of such instruments. The reverse stock split will not affect any stockholder's proportionate ownership interest in the Company, except for adjustments resulting from the treatment of fractional shares.

Information for Nerdy Inc. Stockholders

At the effective time of the reverse stock split, holders of Nerdy Inc. Class A Common Stock will receive one new share of the Company's Class A Common Stock for every 15 shares of Class A Common Stock held. Record holders of Class A Common Stock will receive a transaction statement with respect to the exchange of such shares for post-reverse split shares. Continental Stock Transfer & Trust Company, the transfer agent for the Company's Class A Common Stock, will act as the exchange agent.

Nerdy Inc. will not issue fractional shares that result from the reverse stock split. Any stockholders of Class A Common Stock 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.

In connection with the reverse stock split, there will be no change to the total number of authorized shares of the Company's Class A Common Stock as set forth in the Company's certificate of incorporation.