Nerdy (NRDY) Proxy filing summary

Executive summary

• Supplement corrects the total number of shares entitled to vote at the upcoming special meeting.

• The special meeting will be held virtually on August 13, 2026.

• All other information in the proxy statement remains unchanged except for the corrected voting information.

Voting matters and shareholder proposals

• 190,772,334 shares of Class A and Class B common stock are outstanding and entitled to vote as of July 9, 2026.

• Each stockholder of record is entitled to one vote per share held.

• No action is required from shareholders who have already voted unless they wish to change their vote.

Shareholder rights and capital structure

• Both Class A and Class B common stock, each with a par value of $0.0001 per share, are eligible to vote.

• The supplement clarifies the voting rights and number of shares outstanding for the meeting.