Nerdy (NRDY) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for August 13, 2026, to vote on a reverse stock split proposal for Class A and Class B Common Stock at a ratio between 1-for-5 and 1-for-15, with the exact ratio and timing at the Board's discretion.

• The reverse stock split aims to increase the share price to regain compliance with NYSE listing requirements after the stock traded below $1.00 for 30 consecutive days.

• If approved, the Board may implement or abandon the reverse split at any time before December 31, 2026, without further stockholder action.

• The reverse split would affect all stockholders uniformly, except for the treatment of fractional shares, which will be paid out in cash.

• No other business will be conducted at the special meeting.

Voting matters and shareholder proposals

• Stockholders will vote on a single 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 Board recommends voting "FOR" the proposal.

• Only stockholders of record as of July 9, 2026, are entitled to vote.

• Stockholder proposals for the 2027 proxy statement must be received by November 10, 2026.

Board of directors and corporate governance

• The Board has sole discretion to determine the timing and ratio of the reverse split and may abandon the action even after stockholder approval.

• Directors and executive officers have no substantial interest in the proposal except as stockholders.