[Form 4] Nerdy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reported that its Chief Executive Officer, who is also a director and 10% owner, purchased Class A common stock. On 11/24/2025, an affiliated trust bought 238,749 Class A shares in open-market transactions at a weighted average price of $1.05 per share, with individual trades ranging from $1.01 to $1.10.

Following this transaction, the reporting person has large direct and indirect holdings across several family trusts and an entity called Rarefied Air Capital LLC. The filing also notes previously issued RSUs that vest in seven equal tranches only if Nerdy’s share price reaches milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share over a 90-day average before expiring on September 20, 2028.

Insights

Equity Compensation and Governance Analyst

CEO/10% owner increased holdings via open-market buy and holds large, price-based RSUs with long-dated performance hurdles.

The filing shows the **CEO and 10% owner** of **Nerdy Inc.** bought **238,749 shares** of Class A Common Stock on 11/24/2025. The transaction code "P" indicates an open-market purchase at a **weighted average price of $1.05**, with individual trades between $1.01 and $1.10. After this trade, **1,276,282 shares** are held indirectly through the **Cohn Family Trust 5/24/18**, and there are several other large indirect positions through related trusts and **Rarefied Air Capital LLC**.

The filing also discloses **9,258,298 RSUs** held directly, granted under the 2021 Equity Incentive Plan. These RSUs vest in seven equal tranches only if share-price milestones are met at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, each measured by a 90-day average during the performance period, with any unvested RSUs expiring on September 20, 2028. This structure ties a substantial equity award to sustained, high share-price levels. The key things to watch over the coming years are any future Form 4 filings that update these indirect holdings, additional open-market purchases or sales, and progress toward any of the disclosed price milestones before 2028.

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

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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)
11/24/2025

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	11/24/2025		P		238,749	A	$1.05(1)	1,276,282	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								31,053,279	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock								810,704	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 $1.01 to $1.10, 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	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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