NRDY insider adds 270,578 shares, holds 9.26M RSUs with targets

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reports that its Chief Executive Officer, who is also a director and 10% owner, indirectly bought 270,578 shares of Class A common stock on 11/19/2025 at a weighted average price of $0.91 per share through the Cohn Family Trust U/A/D 3/16/2017. After this transaction, the reporting person beneficially owns large indirect positions through several family-related trusts and entities, including shares held by Rarefied Air Capital LLC and other Cohn family trusts.

The report also describes 9,258,298 restricted stock units (RSUs) granted under Nerdy Inc.’s 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches only if the stock price reaches targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, based on a 90-day average during the performance period. Any RSUs that do not vest by September 20, 2028 will expire.

Insights

Equity Compensation and Governance Analyst

CEO/10% owner made open-market share purchase and holds large performance-based RSU grant with price hurdles to $42 by 2028.

The filing shows the **CEO, director, and 10% owner** of **Nerdy Inc.** acquired **270,578** shares of Class A common stock on 11/19/2025. The transaction code is "P", indicating a purchase, at a weighted average price of about $0.91 per share, with individual trade prices between $0.85 and $0.94. After this, the reporting person holds significant indirect positions through several family trusts and **Rarefied Air Capital LLC**, plus a substantial directly held position.

The filing also describes **RSUs** representing the right to receive **Class A** shares, issued under the **2021 Equity Incentive Plan**. These RSUs vest in seven equal tranches only if share-price milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 are achieved, each based on a 90-day average during the performance period, with unvested units expiring on September 20, 2028. This structure ties a large portion of potential equity compensation to sustained price performance. Key items to monitor are any future Form 4s for additional purchases or sales and whether any of the RSU price hurdles begin to vest before the 2028 expiry.

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)
11/19/2025

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	11/19/2025		P		270,578	A	$0.91(1)	30,779,769	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock								850,333	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								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 $0.85 to $0.94, 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	11/21/2025
	** 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) disclose?

The report shows the CEO, a director and 10% owner, indirectly purchased 270,578 shares of Class A common stock on 11/19/2025 at a weighted average price of $0.91 per share through the Cohn Family Trust U/A/D 3/16/2017.

At what prices were the NRDY shares bought in the insider purchase?

The 270,578 NRDY shares were acquired in multiple transactions at prices ranging from $0.85 to $0.94 per share, with a weighted average price of $0.91.

How many Nerdy Inc. shares does the reporting person beneficially own after the transaction?

After the reported trade, the reporting person beneficially owns large indirect stakes, including 30,779,769 shares via the Cohn Family Trust U/A/D 3/16/2017, 850,333 shares via another Cohn family trust, 13,194,231 shares via Rarefied Air Capital LLC, and 810,704 shares via the Cohn Family Investments Trust dtd 5/24/18, plus RSUs.

What are the key terms of the Nerdy Inc. restricted stock units (RSUs) held by the insider?

The report lists 9,258,298 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 if specific stock price milestones are met.

What stock price targets must NRDY meet for the RSUs to vest?

The RSUs vest upon achieving each of seven share price targets: $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, based on the average stock price over a consecutive 90 calendar-day period during the performance period.

When do the Nerdy Inc. RSUs held by the insider expire if unvested?

Any unvested RSUs described in the report will expire on September 20, 2028.

How is Rarefied Air Capital LLC related to the Nerdy Inc. insider holdings?

Rarefied Air Capital LLC, which holds 13,194,231 shares of Class A common stock, 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.