Nerdy Inc. grants 600,000 RSUs to legal chief

Swenson Christopher C. reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/17/2026 - 04:28 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Swenson Christopher C. reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. awarded Chief Legal Officer Christopher C. Swenson 600,000 RSUs under its 2021 Equity Incentive Plan. Each RSU represents one share of Class A Common Stock and vests in three annual tranches through July 2029. Following this grant, he holds 1,241,631 shares and 1,250,000 RSUs.

Insider Trade Summary

Grant/Award: 600,000 shares

Grant/Award 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1, F2	600,000	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 2,491,631 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 1,241,631 shares of Class A Common Stock and 1,250,000 restricted stock units.

Key Figures

RSUs granted: 600,000 units Total equity holdings: 2,491,631 shares/RSUs Class A Common Stock held: 1,241,631 shares +1 more

4 metrics

RSUs granted 600,000 units Restricted Stock Units granted on 2026-07-15

Total equity holdings 2,491,631 shares/RSUs Combined Class A shares and RSUs following the grant

Class A Common Stock held 1,241,631 shares Shares of Class A Common Stock held after the transaction

Restricted stock units held 1,250,000 units RSUs held after the reported award

Key Terms

Restricted Stock Units ("RSUs"), Nerdy Inc. 2021 Equity Incentive Plan, Class A Common Stock, contingent right

4 terms

Restricted Stock Units ("RSUs") financial

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

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.

Nerdy Inc. 2021 Equity Incentive Plan financial

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

Class A Common Stock financial

"Each RSU represents the contingent right to receive one share of the Issuer's 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.

contingent right 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 equity award did Nerdy Inc. (NRDY) grant to Christopher C. Swenson?

Nerdy Inc. granted Christopher C. Swenson 600,000 Restricted Stock Units (RSUs) under its 2021 Equity Incentive Plan. Each RSU is a contingent right to receive one share of Class A Common Stock, subject to future vesting conditions through July 2029.

How do the 600,000 RSUs granted by Nerdy Inc. (NRDY) vest?

The 600,000 RSUs vest in three equal one-third portions over time. One-third vests during the twelve months ending July 15, 2027, another third during the twelve months ending July 15, 2028, and the final third during the twelve months ending July 15, 2029.

Under which plan were the RSUs to Christopher C. Swenson at Nerdy Inc. (NRDY) issued?

The RSUs were issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. This plan provides for equity-based compensation, including RSUs that convert into Class A Common Stock when vesting requirements are satisfied over the specified periods.

What are Christopher C. Swenson’s total Nerdy Inc. (NRDY) holdings after this RSU grant?

After the reported grant, Christopher C. Swenson holds 1,241,631 shares of Class A Common Stock and 1,250,000 RSUs. In total, this represents 2,491,631 shares and RSUs combined, assuming all RSUs ultimately vest and settle into shares.

What type of security is reported in this Nerdy Inc. (NRDY) Form 4 filing?

The filing reports Class A Common Stock and related Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock, aligning Swenson’s compensation with Nerdy Inc.’s future share performance as the units vest.

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

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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^*

Swenson Christopher C.

(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 Legal 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		600,000(1)	A	$0	2,491,631(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 1,241,631 shares of Class A Common Stock and 1,250,000 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)