Nerdy (NRDY) CEO and 10% owner adds 80,708 shares, holds major RSU stake

Rhea-AI Filing Summary

Nerdy Inc. reported an insider share purchase by its Chief Executive Officer, who is also a director and 10% owner. On 11/28/2025, the reporting person bought 80,708 shares of Class A common stock at a weighted average price of $1.32 per share through the Cohn Family Investments Trust.

After this transaction, the reporting person beneficially owns substantial stakes in Nerdy through multiple entities, including 891,412 shares held by Cohn Family Investments Trust and 13,194,231 shares held by Rarefied Air Capital LLC. In addition, 9,258,298 restricted stock units (RSUs) were issued under the 2021 Equity Incentive Plan, each representing one share of Class A common stock.

These RSUs vest in seven equal tranches if Nerdy’s share price meets milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00 and $42.00 per share, based on a 90-day average, with any unvested RSUs expiring on September 20, 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

OMB APPROVAL

OMB Number:			3235-0287
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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)
11/28/2025

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	11/28/2025		P		80,708	A	$1.32(1)	891,412	I	By Cohn Family Investments Trust dtd 5/24/18
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								31,053,279	I	By Cohn Family Trust U/A/D 3/16/2017

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 $1.28 to $1.32, 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	12/02/2025
	** 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) disclose in this Form 4?

The filing shows Nerdy’s Chief Executive Officer, who is also a director and 10% owner, purchased 80,708 shares of Class A common stock on 11/28/2025 through the Cohn Family Investments Trust.

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

The reported purchase price is a weighted average of $1.32 per share, with individual trades executed between $1.28 and $1.32 per share.

How many Nerdy (NRDY) shares does the reporting person now beneficially own?

Following the transaction, the reporting person beneficially owns large positions through several entities, including 891,412 shares via Cohn Family Investments Trust and 13,194,231 shares via Rarefied Air Capital LLC, plus additional holdings through other trusts and RSUs.

What are the terms of the 9,258,298 RSUs reported for Nerdy (NRDY)?

The 9,258,298 restricted stock units (RSUs) each represent one share of Class A common stock. They vest in seven equal tranches if Nerdy’s stock achieves average prices of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share over a consecutive 90-day period, with any unvested RSUs expiring on September 20, 2028.

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

The reporting person holds Nerdy Class A common stock indirectly through multiple vehicles, including the Cohn Family Investments Trust, Cohn Family Trust, Rarefied Air Capital LLC, and the Cohn Family Trust U/A/D 3/16/2017.

What does it mean that the Nerdy (NRDY) filer is a 10% owner and officer?

The individual is disclosed as a director, Chief Executive Officer, and 10% owner, indicating both executive control and significant beneficial ownership of Nerdy’s Class A common stock.