Nerdy director granted stock options for board pay

Nerdy Inc. director Christopher P. Marshall received two stock option grants as compensation for his service on the board.

Rhea-AI Filing Summary

Nerdy Inc. director Christopher P. Marshall received two stock option grants as compensation for his service on the board. One grant covers 88,710 options and the other 241,935 options, each for Class A common stock with a $0.89 per-share exercise price.

The options represent his annual equity award and the cash and committee retainers he elected to take in equity rather than cash. They fully vest on the earlier of the one-year anniversary of the April 30, 2026 grant date or the next annual stockholder meeting. Marshall has sole voting and dispositive power, while TCV VIII Management, L.L.C. holds 100% of the pecuniary interest, and he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 330,645 shares

Grant/Award 2 txns

Insider Marshall Christopher P

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)	88,710	$0.62	$55K

Holdings After Transaction: Stock Option (Right to Buy) — 330,645 contracts (Direct)

Footnotes (4)

1. F1. The number of options issued reflects the value of the Reporting Person's annual equity award for service on the Nerdy Inc. Board of Directors.
2. F2. 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 his additional annual cash retainer and annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.
3. F3. The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.
4. F4. Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

Key Figures

Option grant size 1: 88,710 options Option grant size 2: 241,935 options Exercise price: $0.89 per share +4 more

7 metrics

Option grant size 1 88,710 options Stock Option (Right to Buy) grant on April 30, 2026

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

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

Director option holding after grant 1 330,645 options Total options following first reported grant

Director option holding after grant 2 241,935 options Total options following second reported grant

Vesting date trigger April 30, 2027 One-year anniversary of the grant date for full vesting

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

Key Terms

Stock Option (Right to Buy), annual equity award, annual cash retainer, pecuniary interests, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

annual equity award financial

"reflects the value of the Reporting Person's annual equity award for service"

annual cash retainer financial

"annual cash retainer and additional annual retainer for committee memberships"

pecuniary interests financial

"TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests"

disclaims beneficial ownership financial

"Mr. Marshall disclaims beneficial ownership of such options and the shares"

FAQ

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

What did Nerdy (NRDY) director Christopher P. Marshall receive in this Form 4 filing?

Christopher P. Marshall received two stock option grants as board compensation. One grant covers 88,710 options and another 241,935 options, each for Nerdy Class A common stock with a $0.89 exercise price, reflecting his annual equity award and elected equity in lieu of cash fees.

How many Nerdy (NRDY) stock options were granted to the director and at what price?

Marshall was granted 88,710 options in one award and 241,935 options in another. Both option grants relate to Nerdy Class A common stock and carry a $0.89 per-share exercise price, setting the cost at which the underlying shares can be purchased once vested.

When do Christopher P. Marshall’s Nerdy (NRDY) stock options vest?

The options fully vest and become exercisable on the earlier of the one-year anniversary of the April 30, 2026 grant date, identified as April 30, 2027, or the next annual meeting of Nerdy Inc. stockholders, aligning vesting with his continued board service.

Why were these Nerdy (NRDY) stock options granted to the director?

One option grant reflects Marshall’s annual equity award for serving on Nerdy’s board. The other reflects his annual cash retainer and committee retainers that he elected to receive in equity instead of cash, effectively converting his board fees into stock-based compensation.

Who holds the economic interest in Christopher P. Marshall’s Nerdy (NRDY) options?

Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has rights to 100% of the pecuniary interests, and Marshall disclaims beneficial ownership except to the extent of his own pecuniary interest in those options and underlying shares.

What is the expiration date of the Nerdy (NRDY) stock options granted to the director?

Both option grants reported in this Form 4 expire on April 30, 2036. After that expiration date, any unexercised options will lapse and no longer allow the holder to purchase Nerdy Class A common stock at the stated $0.89 exercise price.

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

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Accepted by SEC EDGAR 05/04/2026 - 05:45 PM 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^*

Marshall Christopher P

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CALIFORNIA 94025

(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(1)		04/30/2027(3)	04/30/2036	Class A Common Stock	241,935(4)	$0.00	241,935	D
Stock Option (Right to Buy)	$0.89	04/30/2026		A		88,710(2)		04/30/2027(3)	04/30/2036	Class A Common Stock	88,710(4)	$0.62	330,645	D

Explanation of Responses:

1. The number of options issued reflects the value of the Reporting Person's annual equity award for service on the Nerdy Inc. Board of Directors.

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

3. The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.

4. Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

	/s/ Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	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)