Nerdy awards 600,000 RSUs to COO Paszterko

Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. granted its Chief Operating Officer, John Andrew Paszterko, 600,000 Restricted Stock Units (RSUs) under the 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock, vesting one-third in the twelve months ending July 15, 2027, one-third in the twelve months ending July 15, 2028, and one-third in the twelve months ending July 15, 2029.

After this award, he directly holds 1,749,755 Nerdy equity interests, consisting of 99,755 Class A Common Stock shares and 1,650,000 RSUs.

Insider Trade Summary

Grant/Award: 600,000 shares

Grant/Award 1 txn

Insider Paszterko John Andrew

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1, F2	600,000	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 1,749,755 shares (Direct)

Footnotes (2)

1. F1. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending July 15, 2027, one-third at various points during the twelve months ending July 15, 2028, and one-third at various points during the twelve months ending July 15, 2029.
2. F2. Represents 99,755 shares of Class A Common Stock and 1,650,000 restricted stock units.

Key Figures

RSUs granted: 600000 RSUs Post-transaction holdings: 1749755 equity interests Direct shares held: 99755 shares +4 more

7 metrics

RSUs granted 600000 RSUs Restricted Stock Units granted to COO on July 15, 2026

Post-transaction holdings 1749755 equity interests Direct holdings after the award, combining shares and RSUs

Direct shares held 99755 shares Class A Common Stock directly owned after the grant

RSUs outstanding 1650000 RSUs Restricted Stock Units directly held after the grant

First vesting period end July 15, 2027 End of first 12-month vesting tranche for one-third of RSUs

Second vesting period end July 15, 2028 End of second 12-month vesting tranche for one-third of RSUs

Third vesting period end July 15, 2029 End of final 12-month vesting tranche for one-third of RSUs

Key Terms

Restricted Stock Units, Equity Incentive Plan, contingent right, Class A Common Stock

4 terms

Restricted Stock Units financial

"Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Equity Incentive Plan financial

"issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

contingent right financial

"Each RSU represents the contingent right to receive one share..."

Class A Common Stock financial

"receive one share of the Issuer's Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Nerdy Inc. (NRDY) grant to COO John Andrew Paszterko?

Nerdy Inc. granted its COO, John Andrew Paszterko, 600,000 Restricted Stock Units under the 2021 Equity Incentive Plan. Each RSU can settle into one share of Class A Common Stock, providing stock-based compensation tied to future vesting.

How do the 600,000 RSUs granted to Nerdy (NRDY)'s COO vest?

The 600,000 RSUs vest in three equal parts. One-third vests at various points during the twelve months ending July 15, 2027, another third during the twelve months ending July 15, 2028, and the final third during the twelve months ending July 15, 2029.

What are John Andrew Paszterko's total Nerdy Inc. (NRDY) holdings after the RSU grant?

After the grant, Paszterko directly holds 1,749,755 Nerdy equity interests. This includes 99,755 shares of Class A Common Stock and 1,650,000 RSUs, reflecting both currently owned shares and additional stock-settled awards.

What does each RSU granted by Nerdy Inc. (NRDY) represent?

Each RSU represents a contingent right to receive one share of Nerdy’s Class A Common Stock. The shares are only delivered if the RSUs vest under the time-based schedule described, aligning compensation with ongoing service.

Under which plan were the RSUs to Nerdy (NRDY)'s COO issued?

The 600,000 RSUs were issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. This plan provides for stock-based awards, including RSUs, as part of the company’s long-term executive compensation structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/17/2026 - 04:26 PM Learn about SEC filing dates

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^*

Paszterko John Andrew

(Last) (First) (Middle)

8001 FORSYTH BLVD, SUITE 1050

(Street)

ST LOUIS MISSOURI 63105

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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

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

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

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	07/15/2026		A		600,000(1)	A	$0	1,749,755(2)	D

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. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending July 15, 2027, one-third at various points during the twelve months ending July 15, 2028, and one-third at various points during the twelve months ending July 15, 2029.

2. Represents 99,755 shares of Class A Common Stock and 1,650,000 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	07/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)