[Form 4] Nerdy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reported that its Chief Executive Officer, who is also a director and 10% owner, bought Class A common stock in a recent transaction. On 11/20/2025, a trust associated with him purchased 203,500 Class A shares at a weighted average price of $0.98 per share, with individual trade prices ranging from $0.93 to $0.99. Following this, he beneficially owns large blocks of Class A shares through several family trusts and Rarefied Air Capital LLC.

The filing also notes 9,258,298 Restricted Stock Units (RSUs) issued under Nerdy’s 2021 Equity Incentive Plan. Each RSU represents one Class A share and vests in seven equal tranches if the stock price reaches share-price milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00, based on a 90-day average during the performance period. Any RSUs that do not vest will expire on September 20, 2028.

Insights

Equity Compensation and Governance Analyst

CEO/10% owner increased economic exposure; holdings concentrated in performance-based equity and family vehicles.

The filing shows the **CEO and 10% owner of Nerdy Inc.** acquiring **203,500 Class A shares** on 11/20/2025 at a weighted average price of about $0.98. This was an open-market purchase coded as "P", which increases indirect ownership through the **Cohn Family Trust U/A/D 3/16/2017** to **30,983,269** Class A shares. In addition, there are sizeable indirect positions through other family-related entities, including the **Cohn Family Trust 5/24/18**, **Cohn Family Investments Trust**, and **Rarefied Air Capital LLC**.

The disclosure also highlights **9,258,298 RSUs** that vest only upon achieving a series of share price milestones of $18.00 to $42.00 per share, each measured by a 90-day average, expiring on 09/20/2028 if not met. This structure ties a large portion of potential equity compensation to demanding stock price hurdles, which aligns future rewards with long-term equity performance. The concentration of ownership across multiple trusts and LLCs signals a stable, long-horizon control structure. Key items to watch are future Form 4s for additional purchases or sales, and any vesting disclosures of these milestone-based RSUs over the performance period through 2028.

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^*

Cohn Charles K.

(Last) (First) (Middle)

8001 FORSYTH BLVD., SUITE 1050

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ NRDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/20/2025		P		203,500	A	$0.98(1)	30,983,269	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock								850,333	I	By Cohn Family Trust 5/24/18
Class A Common Stock								9,258,298(2)	D
Class A Common Stock								13,194,231	I	Rarefied Air Capital LLC(3)
Class A Common Stock								810,704	I	By Cohn Family Investments Trust dtd 5/24/18

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. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.93 to $0.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

2. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.

3. Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	11/24/2025
	** 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.