Nerdy director granted stock options as board fees

Nerdy Inc. director Robert J. Hutter received stock option awards in lieu of cash board fees.

Rhea-AI Filing Summary

Nerdy Inc. director Robert J. Hutter received stock option awards in lieu of cash board fees. On April 30, 2026, he was granted options to acquire 34,677 shares of Class A Common Stock at an exercise price of $0.89 per share, with 276,612 options shown as held after this grant. He was also granted a separate option for 241,935 shares at the same $0.89 exercise price, with 241,935 options shown as held after that grant.

The footnotes state these awards reflect his annual cash retainer and additional committee retainers, which he elected to take entirely or partly in equity. The options vest on the earlier of one year from the grant date or the next annual stockholder meeting, making this a routine, compensation-related equity grant rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 276,612 shares

Grant/Award 2 txns

Insider Hutter Robert J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	241,935	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy)	34,677	$0.62	$21K

Holdings After Transaction: Stock Option (Right to Buy) — 276,612 contracts (Direct)

Footnotes (2)

1. F1. 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 part of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.
2. F2. 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.

Key Figures

Option grant 1 size: 34,677 options Option grant 1 exercise price: $0.89 per share Options held after grant 1: 276,612 options +5 more

8 metrics

Option grant 1 size 34,677 options Stock Option grant dated April 30, 2026

Option grant 1 exercise price $0.89 per share Exercise price for 34,677-share option grant

Options held after grant 1 276,612 options Total options following first reported transaction

Option grant 2 size 241,935 options Second Stock Option grant dated April 30, 2026

Option grant 2 exercise price $0.89 per share Exercise price for 241,935-share option grant

Options held after grant 2 241,935 options Total options following second reported transaction

Vesting condition Earlier of 1 year or next annual meeting Vesting schedule for both option grants

Option expiration April 30, 2036 Expiration date for both option grants

Key Terms

Stock Option (Right to Buy), annual cash retainer, additional annual retainer for committee memberships, equity in lieu of cash compensation, +2 more

6 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

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 for the Nerdy Inc. board"

equity in lieu of cash compensation financial

"paid in the form of equity in lieu of cash compensation"

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.

Class A Common Stock financial

"underlying_security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What did Nerdy Inc. director Robert J. Hutter report on this Form 4 for NRDY?

Robert J. Hutter reported receiving two stock option grants as board compensation. These options give him the right to acquire Class A Common Stock instead of receiving his annual cash and committee retainers entirely in cash.

How many Nerdy Inc. stock options did Robert J. Hutter receive?

He received options for 34,677 shares of Class A Common Stock in one grant and 241,935 shares in a second grant. Each grant is separately reported with its own post-transaction option holdings figure on the filing.

What is the exercise price and term of Robert J. Hutter’s Nerdy Inc. options?

Both option grants carry an exercise price of $0.89 per share. They are shown with an expiration date of April 30, 2036 and an exercise date of April 30, 2027, giving a long-term window to exercise.

Why did Robert J. Hutter receive stock options instead of cash from Nerdy Inc.?

The filing states the option awards reflect his annual cash retainer and committee retainers for serving on Nerdy Inc.’s board. He elected to receive all or part of this board compensation in equity rather than cash.

When do Robert J. Hutter’s Nerdy Inc. stock options vest?

The options will vest on the earlier of one year after the grant date or the next annual meeting of Nerdy Inc. stockholders. This means vesting is tied to either time passage or the upcoming annual shareholder meeting.

Does this Nerdy Inc. Form 4 show any open-market buying or selling by Robert J. Hutter?

No open-market buying or selling is reported. The Form 4 only shows option grants classified as grant or award acquisitions. These are compensation-related derivative awards, not market purchases or sales of existing shares.

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

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Accepted by SEC EDGAR 05/04/2026 - 09:08 PM EDT 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^*

Hutter Robert J.

(Last) (First) (Middle)

20 E. 3RD AVENUE

(Street)

SAN MATEO CALIFORNIA 94401

(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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$0.89	04/30/2026		A		241,935		04/30/2027	04/30/2036	Class A Common Stock	241,935	$0	241,935	D
Stock Option (Right to Buy)	$0.89	04/30/2026		A		34,677(1)		04/30/2027(2)	04/30/2036	Class A Common Stock	34,677	$0.62	276,612	D

Explanation of Responses:

1. 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 part of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

2. 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.

	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)