Director Udell Stuart takes Nerdy Inc. (NYSE: NRDY) board fees in options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nerdy Inc. director Udell Stuart received two stock option grants as equity compensation in place of cash retainers. On April 30, 2026, he was awarded options covering 70,968 and 241,935 shares of Class A common stock, each with a $0.89 exercise price and expiration on April 30, 2036. The options vest on the earlier of one year from the grant date or the next annual meeting of Nerdy stockholders, reflecting his annual cash retainer and additional committee retainers elected to be paid in equity.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Udell Stuart

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)	70,968	$0.62	$44K

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: 70,968 options Option grant 2 size: 241,935 options Exercise price: $0.89 per share +3 more

6 metrics

Option grant 1 size 70,968 options Stock Option (Right to Buy) granted April 30, 2026

Option grant 2 size 241,935 options Stock Option (Right to Buy) granted April 30, 2026

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

Grant-date value per option $0.62 and $0.00 Reported transaction price per share for the two grants

Expiration date April 30, 2036 Expiration for both stock option grants

Vesting condition Earlier of 1 year or next annual meeting Vesting schedule from footnote for the options

Key Terms

Stock Option (Right to Buy), 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)""

exercise price financial

"conversion_or_exercise_price: "0.8900""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

annual cash retainer financial

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

additional annual retainer for committee memberships financial

"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"

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 05:03 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^*

Udell Stuart

(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		70,968⁽²⁾		04/30/2027⁽¹⁾	04/30/2036	Class A Common Stock	70,968	$0.62	312,903	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 stock option grants did Nerdy Inc. (NRDY) director Udell Stuart receive?

Udell Stuart received two stock option grants on April 30, 2026, covering 70,968 and 241,935 shares of Nerdy Inc. Class A common stock, each with a $0.89 exercise price and expiring April 30, 2036 as director compensation.

How and when do Udell Stuart’s new Nerdy Inc. (NRDY) stock options vest?

The options vest on the earlier of one year after the April 30, 2026 grant date or the next annual meeting of Nerdy Inc. stockholders, aligning vesting with his board service period and the company’s annual governance cycle.

Why were these Nerdy Inc. (NRDY) stock options granted to Udell Stuart?

The options reflect the value of Udell Stuart’s annual cash retainer and additional committee retainers for serving on Nerdy Inc.’s board. He elected to receive all or part of this compensation in equity instead of cash payments.

What is the exercise price of Udell Stuart’s Nerdy Inc. (NRDY) options?

Both stock option awards granted to Udell Stuart have a $0.89 per share exercise price. This is the price he must pay to purchase Class A common shares if he exercises the options after they vest and before expiration.

Do Udell Stuart’s Nerdy Inc. (NRDY) option grants involve open-market buying or selling?

No, these transactions are classified as grants or awards, not open-market trades. The filing shows acquisitions of derivative securities as director compensation, with no reported open-market purchases or sales of Nerdy Inc. common stock.