NERDS ON SITE PROVIDES UPDATE ON CEO FINANCIAL COMMITMENT AND SHARE OWNERSHIP

CEO Charlie Regan Reinforces Long-Term Alignment

NERDS ON SITE INC. (CSE:NERD)

TORONTO, ONTARIO, CANADA, September 10, 2026 /EINPresswire.com/ — Nerds On Site Inc. (CSE: NERD) (“Nerds On Site” or the “Company”), a publicly traded provider of managed IT, cybersecurity, AI and technical workforce services for SMEs across Canada and the United States, today provided shareholders with additional context regarding financing provided by CEO Charlie Regan, previous debt-for-shares transactions, and management’s long-term alignment with shareholders.

CEO FINANCIAL SUPPORT OF NERDS ON SITE

Over the course of the Company’s development, Nerds On Site has benefited from financial support provided by its CEO and related parties.

Rather than requiring the Company to rely exclusively on external financing during periods when doing so could have been expensive or significantly dilutive to shareholders, related-party financing has provided Nerds On Site with an additional source of capital to support operations and the continued development of the business.

The Company believes it is important for shareholders to understand the nature of this financing and management’s approach to its investment in Nerds On Site.

CEO Charlie Regan remains a significant stakeholder in the Company and views his financial participation as aligned with the long-term interests of Nerds On Site and its shareholders.

DEBT CONVERTED INTO EQUITY

As part of this long-term commitment, portions of indebtedness owed by the Company to its CEO have previously been settled through the issuance of Nerds On Site common shares.

On October 8, 2025, the Company settled $100,000 of indebtedness owing to its Chief Executive Officer through the issuance of 2,222,222 common shares at a deemed price of $0.045 per share. On April 8, 2026 the Company settled another $100,000 of indebtedness owing to its CEO through the issuance of 2,857,143 common shares at a deemed price of $0.035 per share.

These transactions converted a Company financial liability into shareholders’ equity, reducing the amount otherwise owing in cash and further aligning management’s financial interests with those of Nerds On Site shareholders.

Management views debt-for-equity transactions of this nature as fundamentally different from an insider selling shares into the public market. Rather than extracting cash from the Company or disposing of an equity position, the transaction increased the CEO’s equity exposure to Nerds On Site.

SHARES ARE BEING HELD — NOT SOLD

Importantly, management confirms that the shares received through the debt-for-shares transactions remain held by senior management and are not being offered for sale into the public market.

CEO Charlie Regan has further communicated his intention to continue holding these shares and not sell shares received through these debt settlements.

This distinction is particularly important given Nerds On Site’s relatively small public float and trading volumes.

Management does not want shareholders or prospective investors to interpret the issuance of shares in settlement of insider indebtedness as an indication that those shares are subsequently being sold into the market.

They are not.

The objective of these transactions has been to strengthen the Company’s financial position while increasing management’s economic alignment with shareholders.

ALIGNMENT WITH SHAREHOLDERS

Charlie Regan, CEO of Nerds On Site, commented:
“I want our shareholders to clearly understand my position. Capital that I have provided to Nerds On Site represents my commitment to this Company and my belief in what we are building. When debt owed to me has been converted into shares, those shares have not been acquired for the purpose of selling them into the market.”

Regan continued:
“I am only one of the builders of Nerds On Site, not a seller of Nerds On Site. The shares I have received through debt settlements are being held. My objective is the same as that of every long-term shareholder: to build a stronger, more profitable and increasingly valuable company.”

FINANCIAL COMMITMENT ALONGSIDE OPERATING IMPROVEMENT

The clarification comes as Nerds On Site has demonstrated a significant improvement in operating performance.

During the second half of fiscal 2026, the Company delivered two consecutive profitable quarters.

Q3 and Q4 fiscal 2026 generated approximately $111,000 in combined profit attributable to common shareholders, compared with an approximately $102,000 combined loss during the corresponding quarters of fiscal 2025.

That represents an improvement of approximately $213,000 in bottom-line performance on a comparable six-month basis.

Management believes this operating improvement, combined with disciplined expense management and continued expansion of recurring managed IT and cybersecurity revenue, represents an important evolution in the Company’s financial profile.

BUILDING LONG-TERM SHAREHOLDER VALUE

Nerds On Site remains focused on:
• expanding recurring managed IT and cybersecurity revenue;
• maintaining expense discipline and operating leverage;
• growing NOS Technical Services;
• expanding the Company’s U.S. presence;
• leveraging its proprietary technology infrastructure and AI capabilities;
• strengthening the Company’s balance sheet; and
• pursuing growth opportunities that management believes can create long-term value per share.

Management believes insider financial participation should be viewed within this broader context: senior management has invested alongside shareholders and remains economically exposed to the long-term success of Nerds On Site.

Regan concluded:
“Our interests are aligned. I believe the greatest value from my Nerds On Site shareholdings will come from building the underlying value of the Company—not from selling shares into the market. That is where my attention remains.”

ABOUT NERDS ON SITE INC.

Nerds On Site Inc. (CSE: NERD) is a publicly traded provider of managed IT, cybersecurity, AI and technical workforce services to SMEs across Canada and the United States.

The Company combines a distributed technology-service workforce with proprietary operating infrastructure designed to provide tailored, scalable, high-touch technology services to its Clients.

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CSE: NERD, OTCQB: NOSUF

Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively, “forward-looking information”). Forward-looking information in this release may include, but is not limited to, statements regarding the Company’s financial position, liquidity, capital requirements and capital allocation priorities; the treatment, repayment, settlement, conversion or other disposition of amounts owing to Charlie Regan, the Company’s Chief Executive Officer and a director, or related parties; any future settlement of indebtedness through the issuance of securities; Mr. Regan’s intentions regarding the continued ownership, holding or disposition of securities of the Company; the Company’s ability to reduce indebtedness or related-party obligations through future cash flow or other sources of capital; and management’s expectations regarding the Company’s future growth, profitability, cash generation and financial flexibility.

Forward-looking information is based on management’s current expectations, estimates, assumptions and beliefs as of the date of this news release. Such assumptions include, among other things, the Company’s ability to maintain and grow its revenue base, generate sufficient gross profit and operating cash flow, manage expenses, maintain access to capital, execute its business strategy, and continue to receive the support of its directors, officers, shareholders, lenders and other stakeholders.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance, events or developments to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, changes in the Company’s financial condition or liquidity requirements; the availability and terms of financing; the Company’s ability to generate positive cash flow; competitive and economic conditions; changes in capital markets; regulatory and stock exchange requirements; the receipt of any required corporate, regulatory or stock exchange approvals; and the risks described in the Company’s continuous disclosure filings available under its issuer profile on SEDAR+.

Any statement regarding Mr. Regan’s intention not to sell securities of the Company represents his present intention as of the date of this news release and should not be interpreted as a contractual lock-up, escrow arrangement or legally binding restriction unless expressly stated otherwise. Circumstances may change, and any future acquisition, disposition or other transaction involving securities of the Company will remain subject to applicable securities laws, insider-reporting requirements, trading restrictions and Company policies.

Any future debt settlement involving the issuance of securities would be subject to the approval of the Company’s board of directors, applicable securities laws and the policies and approval requirements of the Canadian Securities Exchange, as applicable. There can be no assurance that any contemplated repayment, settlement, conversion, financing or other transaction will occur on the terms currently anticipated, or at all.
Readers are cautioned not to place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information contained in this news release to reflect new events or circumstances, except as required by applicable securities laws.

charles regan
NERDS ON SITE INC
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