Nerdy Inc. (NRDY) CEO and 10% owner discloses 184,491-share Class A stock buy

Rhea-AI Filing Summary

Nerdy Inc. director, CEO and 10% owner Charles Cohn reported buying additional Class A common stock. On December 8, 2025, a trust affiliated with him, the Cohn Family Trust U/A/D 3/16/2017, purchased 184,491 shares of Nerdy Inc. Class A common stock at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.30 to $1.35.

After this transaction, the filing shows indirect beneficial ownership of Class A shares through several entities, including 31,784,341 shares held by the Cohn Family Trust U/A/D 3/16/2017 and 1,540,307 shares held by the Cohn Family Trust 5/24/18. It also notes 9,258,298 restricted stock units that can convert into Class A shares if specific stock price milestones between $18.00 and $42.00 are met over a 90‑day period before they expire on September 20, 2028.

Insights

Equity Compensation and Governance Analyst

CEO/10% owner made a sizable open-market share purchase and holds a large performance-based RSU award with high price hurdles.

The reporting person, who is the Chief Executive Officer, director, and 10% owner of Nerdy Inc., acquired 184,491 shares of Class A Common Stock on 12/08/2025. The transaction code is "P," indicating an open-market purchase, at a weighted average price of $1.33 per share, with actual trade prices ranging from $1.30 to $1.35. These shares are held indirectly through the Cohn Family Trust U/A/D 3/16/2017, which now beneficially owns 31,784,341 Class A shares.

In addition to this trust, the reporting person has indirect ownership through other vehicles, including the Cohn Family Trust 5/24/18, Cohn Family Investments Trust dtd 5/24/18, and Rarefied Air Capital LLC, which in turn is owned by three family trusts. The person also holds 9,258,298 Restricted Stock Units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents one share of Class A Common Stock and vests in seven equal tranches only if share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 are achieved, based on a 90-day average during the performance period, with any unvested RSUs expiring on September 20, 2028.

This structure concentrates a significant portion of the reporting person’s potential future equity on demanding stock-price milestones over a defined timeframe. The new open-market purchase increases total beneficial ownership and adds to an already large, equity-heavy exposure. A key item to observe over the coming years is whether and when any of the RSU price milestones are met before the 2028 expiration, since vesting depends entirely on those share price conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cohn Charles K.

(Last) (First) (Middle)

8001 FORSYTH BLVD., SUITE 1050

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ NRDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/08/2025		P		184,491	A	$1.33(1)	31,784,341	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock								1,540,307	I	By Cohn Family Trust 5/24/18
Class A Common Stock								9,258,298(2)	D
Class A Common Stock								13,194,231	I	Rarefied Air Capital LLC(3)
Class A Common Stock								1,278,512	I	By Cohn Family Investments Trust dtd 5/24/18

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.30 to $1.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

2. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.

3. Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Nerdy Inc. (NRDY) report in this Form 4?

The report shows that a trust affiliated with Nerdy Inc.’s CEO and director purchased 184,491 shares of Class A common stock on December 8, 2025.

At what price were the Nerdy Inc. (NRDY) shares acquired in this transaction?

The 184,491 shares of Nerdy Inc. Class A common stock were bought at a weighted average price of $1.33 per share, with individual trades between $1.30 and $1.35.

How many Nerdy Inc. (NRDY) shares does the Cohn Family Trust hold after the transaction?

Following the reported purchase, the filing lists 31,784,341 Class A shares indirectly owned through the Cohn Family Trust U/A/D 3/16/2017 and 1,540,307 shares through the Cohn Family Trust 5/24/18.

What restricted stock units (RSUs) related to Nerdy Inc. (NRDY) are disclosed?

The filing notes 9,258,298 restricted stock units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan, each representing a right to receive one Class A share if vesting conditions are met.

What are the vesting conditions for Nerdy Inc. (NRDY) RSUs mentioned in the filing?

The RSUs vest in seven equal tranches if Nerdy’s share price reaches targets of $18, $22, $26, $30, $34, $38, and $42, based on the average stock price over a consecutive 90-day period. Any unvested RSUs expire on September 20, 2028.

How is Rarefied Air Capital LLC related to Nerdy Inc. (NRDY) insider holdings?

The filing states that Rarefied Air Capital LLC, which indirectly holds Nerdy Inc. shares, is owned by three Cohn family trusts: the Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and the 2018 Cohn Family Trust U/A/D 5/24/2018.