Nerdy Inc. (NRDY) director receives 310,483 stock options as equity pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nerdy Inc. director Abigail Blunt received two stock option grants as equity compensation. On the grant date, she was awarded options over 68,548 shares of Class A common stock and another grant over 241,935 shares, both with a conversion or exercise price of $0.89 per share. The options vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. Footnotes explain these grants reflect her annual cash retainer and additional committee retainers, which she elected to receive in equity instead of cash.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blunt Abigail

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	241,935	$0.00	--
Grant/Award	Stock Option (Right to Buy)	68,548	$0.62	$42K

Holdings After Transaction: Stock Option (Right to Buy) — 241,935 shares (Direct, null)

Footnotes (1)

The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders. The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

Key Figures

Option grant 1 size: 68,548 options Option grant 2 size: 241,935 options Exercise price: $0.89 per share +5 more

8 metrics

Option grant 1 size 68,548 options Stock Option grant to Abigail Blunt on 2026-04-30

Option grant 2 size 241,935 options Second Stock Option grant to Abigail Blunt on 2026-04-30

Exercise price $0.89 per share Conversion or exercise price for both option grants

Post-grant options (grant 1) 310,483 options Total shares underlying options following first transaction

Post-grant options (grant 2) 241,935 options Total shares underlying options following second transaction

First grant vesting trigger 1-year or next annual meeting Options vest earlier of one-year anniversary or next annual meeting

Option expiration 2036-04-30 Expiration date for both stock option grants

Grant reference value $0.62 per option Transaction price per share for 68,548-option grant

Key Terms

Stock Option (Right to Buy), conversion_or_exercise_price, annual cash retainer, additional annual retainer for committee memberships, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

conversion_or_exercise_price financial

"conversion_or_exercise_price": "0.8900""

annual cash retainer financial

"reflects the value of the reporting person's annual cash retainer"

additional annual retainer for committee memberships financial

"and additional annual retainer for committee memberships"

vest financial

"The stock options will vest on the earlier of"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 05:04 PM

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^*

Blunt Abigail

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.89	04/30/2026		A		241,935		04/30/2027⁽¹⁾	04/30/2036	Class A Common Stock	241,935	$0	241,935	D
Stock Option (Right to Buy)	$0.89	04/30/2026		A		68,548⁽²⁾		04/30/2027⁽¹⁾	04/30/2036	Class A Common Stock	68,548	$0.62	310,483	D

Explanation of Responses:

1. The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

2. The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	05/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Nerdy Inc. (NRDY) report for Abigail Blunt?

Nerdy Inc. reported that director Abigail Blunt received two stock option grants. Together they cover 310,483 underlying shares of Class A common stock as equity compensation instead of cash retainers for her board and committee service.

How many Nerdy Inc. (NRDY) options did Abigail Blunt receive and at what exercise price?

Abigail Blunt was granted 68,548 options and 241,935 options, each for Class A common stock. Both grants carry a conversion or exercise price of $0.89 per share, defining the price at which she may buy shares in the future.

When do Abigail Blunt’s new Nerdy Inc. (NRDY) stock options vest?

The options will vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. This vesting schedule ties the equity awards to her continued board service over that period.

Is Abigail Blunt buying or selling Nerdy Inc. (NRDY) shares in this Form 4?

The Form 4 shows acquisitions of stock options as compensation, not open-market buying or selling of shares. The transaction code “A” reflects grant or award acquisitions rather than purchases or sales on the public market.

Why did Nerdy Inc. (NRDY) grant options instead of paying cash to Abigail Blunt?

According to the footnotes, the number of options reflects her annual cash retainer and committee retainers. She elected to receive all or part of this compensation in equity, choosing stock options in lieu of traditional cash payments.