Nerdy (NRDY) CEO reports 176,215-share purchase at $1.44 average price

Rhea-AI Filing Summary

Nerdy Inc.'s chief executive officer, who is also a director and 10% owner, reported buying Class A common stock in an insider transaction. On 12/09/2025, an affiliated trust purchased 176,215 shares of Class A common stock in the open market at a weighted average price of $1.44 per share, with individual trades occurring between $1.32 and $1.48 per share.

Following this transaction, the reporting person has large indirect holdings through several family trusts and Rarefied Air Capital LLC, as well as 9,258,298 restricted stock units. Each RSU represents one share of Class A common, and these RSUs vest in seven equal tranches only if share price targets between $18.00 and $42.00 are met over a 90‑day average before they expire on September 20, 2028.

Insights

Equity Ownership and Incentive Structure Analyst

Insider increased indirect holdings and holds large performance-based RSUs tied to multi-year share price milestones through 2028.

The filing reports that the Chief Executive Officer, who is also a director and 10% owner of Nerdy Inc. (NRDY), purchased 176,215 shares of Class A Common Stock on 12/09/2025 at a weighted average price of $1.44 per share through the Cohn Family Trust U/A/D 3/16/2017. After this transaction, that trust holds 31,960,556 shares indirectly, with additional indirect holdings in other family-related entities and 9,258,298 shares reported as directly owned. This increases the reporting person’s economic exposure through an open-market purchase rather than a grant.

The footnotes describe a substantial grant of Restricted Stock Units (RSUs) that each convert into one share of Class A Common Stock upon vesting. These RSUs vest in seven equal tranches only if specific share price milestones of $18.00 to $42.00 per share are achieved, based on a 90-day average during the performance period, and any unvested portion expires on September 20, 2028. The RSU structure ties compensation to sustained share price performance and creates a clear link between long-term equity value and realized compensation, but value ultimately depends on achieving those price levels within the stated period.

Going forward, key items to watch are any additional Form 4 filings showing further purchases or sales, as well as any future disclosures about RSU vesting progress before the 2028 expiration. The ownership spread across the Cohn family trusts and Rarefied Air Capital LLC, as described in the footnotes, also means any structural changes in these entities could affect reported beneficial ownership levels over time.

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)
12/09/2025

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	12/09/2025		P		176,215	A	$1.44(1)	31,960,556	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 $1.32 to $1.48, 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	12/11/2025
	** 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.
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FAQ

What insider transaction did Nerdy (NRDY) report for 12/09/2025?

The chief executive officer of Nerdy Inc., who is also a director and 10% owner, reported that on 12/09/2025 an affiliated trust purchased 176,215 shares of Class A common stock in an open-market transaction.

At what price did the Nerdy (NRDY) insider buy the shares?

The reported purchase of 176,215 shares of Nerdy Class A common stock was made at a weighted average price of $1.44 per share, with individual trades executed between $1.32 and $1.48 per share.

How many Nerdy (NRDY) restricted stock units does the reporting person hold?

The filing shows the reporting person directly holds 9,258,298 restricted stock units (RSUs), each representing the right to receive one share of Nerdy’s Class A common stock, subject to vesting conditions.

What are the vesting conditions for the Nerdy (NRDY) RSUs mentioned?

The RSUs vest in seven equal tranches when Nerdy’s share price achieves 90‑day average milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share during the performance period. Any unvested RSUs expire on September 20, 2028.

Through which entities does the Nerdy (NRDY) insider hold indirect shares?

The reporting person holds Nerdy Class A common stock indirectly through several family trusts, including Cohn Family Trust U/A/D 3/16/2017, Cohn Family Trust 5/24/18, Cohn Family Investments Trust dtd 5/24/18, and through Rarefied Air Capital LLC, which is owned by three Cohn family trusts.

What does the weighted average price disclosure mean in the Nerdy (NRDY) Form 4?

The filing states that the $1.44 price is a weighted average for multiple trades between $1.32 and $1.48. The reporting person has undertaken to provide full details of each individual trade price and share amount to the issuer, any security holder, or the SEC staff upon request.