Nerdy CAO granted 100,000 RSUs in equity award

Callaway Kyle reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Callaway Kyle reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc.'s Chief Accounting Officer, Kyle Callaway, received a grant of 100,000 Restricted Stock Units (RSUs) on July 15, 2026 under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock, vesting in three equal tranches over periods ending July 15, 2027, 2028 and 2029. Following this award, Callaway’s direct holdings total 500,497 Class A share equivalents, consisting of 241,014 shares and 259,483 RSUs.

Insider Trade Summary

Grant/Award: 100,000 shares

Grant/Award 1 txn

Insider Callaway Kyle

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1, F2	100,000	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 500,497 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 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 241,014 shares of Class A Common Stock and 259,483 restricted stock units.

Key Figures

RSUs Granted: 100,000 RSUs Transaction Price: $0.0000 per share Post-transaction Holdings Total: 500,497 shares/RSUs +3 more

6 metrics

RSUs Granted 100,000 RSUs Restricted Stock Units granted on July 15, 2026 under the 2021 Equity Incentive Plan

Transaction Price $0.0000 per share Reported price per share for the 100,000 Class A Common Stock equivalents granted

Post-transaction Holdings Total 500,497 shares/RSUs Total direct Class A Common Stock and RSUs held by Kyle Callaway after the grant

Shares Held 241,014 shares Class A Common Stock directly held following the reported transaction

RSUs Held 259,483 RSUs Restricted Stock Units directly held following the reported transaction

Vesting End Dates July 15, 2027; 2028; 2029 End of periods over which each one-third tranche of the 100,000 RSUs vests

Key Terms

Restricted Stock Units ("RSUs"), 2021 Equity Incentive Plan, contingent right to receive

3 terms

Restricted Stock Units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2021 Equity Incentive Plan financial

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

contingent right to receive financial

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

FAQ

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

What did Nerdy Inc. (NRDY) report for Kyle Callaway in this Form 4?

Nerdy Inc. reported that Chief Accounting Officer Kyle Callaway received a grant of 100,000 RSUs on July 15, 2026. These RSUs are under the 2021 Equity Incentive Plan and each represents one share of Class A Common Stock, vesting over three annual periods.

How many Nerdy Inc. (NRDY) RSUs were granted to Kyle Callaway and on what terms?

Kyle Callaway was granted 100,000 Restricted Stock Units (RSUs). Each RSU represents the contingent right to receive one share of Class A Common Stock and vests in three equal portions over periods ending July 15, 2027, 2028 and 2029 under the 2021 Equity Incentive Plan.

What is Kyle Callaway’s total Nerdy Inc. (NRDY) equity position after this transaction?

After the RSU grant, Kyle Callaway directly holds 500,497 Class A share equivalents. This consists of 241,014 shares of Class A Common Stock and 259,483 RSUs, as disclosed in the footnotes to the Form 4 filing.

How do the Nerdy Inc. (NRDY) RSUs granted to Kyle Callaway vest over time?

The 100,000 RSUs granted to Kyle Callaway vest in three equal one-third installments. Vesting occurs at various points during periods ending July 15, 2027, July 15, 2028, and July 15, 2029, subject to the terms of the 2021 Equity Incentive Plan.

Did Kyle Callaway pay a purchase price for the Nerdy Inc. (NRDY) RSU grant?

No purchase price was paid; the Form 4 shows a transaction price per share of $0.0000 for the 100,000 Class A Common Stock equivalents. This indicates the RSUs were received as an equity grant rather than through an open-market purchase.

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

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Accepted by SEC EDGAR 07/17/2026 - 04:23 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^*

Callaway Kyle

(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 Accounting 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		100,000(1)	A	$0	500,497(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 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 241,014 shares of Class A Common Stock and 259,483 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)