Nerdy Inc. (NRDY) CEO and 10% owner reports 144,783-share insider purchase

Rhea-AI Filing Summary

Nerdy Inc. insider Thomas Cohn, the company's Chief Executive Officer, director, and 10% owner, reported an open-market purchase of Class A common stock. On 11/26/2025, a related trust, the Cohn Family Trust 5/24/18, acquired 144,783 shares of Nerdy Inc. Class A common stock at a weighted average price of $1.25 per share, with individual trades executed between $1.20 and $1.26.

Following this transaction, the trust held 1,540,307 shares indirectly. The filing also shows additional indirect holdings, including 9,258,298 shares directly, 13,194,231 shares through Rarefied Air Capital LLC, 31,053,279 shares through the Cohn Family Trust U/A/D 3/16/2017, and 810,704 shares through the Cohn Family Investments Trust dated 5/24/18.

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

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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)
11/26/2025

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	11/26/2025		P		144,783	A	$1.25(1)	1,540,307	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								31,053,279	I	By Cohn Family Trust U/A/D 3/16/2017
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 $1.20 to $1.26, 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	12/01/2025
	** 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).
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FAQ

What insider transaction did Nerdy Inc. (NRDY) report in this Form 4?

The CEO and 10% owner, Thomas Cohn, reported that a related trust purchased 144,783 shares of Nerdy Inc. Class A common stock on 11/26/2025 at a weighted average price of $1.25 per share.

At what prices were the Nerdy Inc. (NRDY) shares bought in this insider purchase?

The 144,783 shares of Class A common stock were bought in multiple trades at prices ranging from $1.20 to $1.26 per share, resulting in a weighted average price of $1.25.

How many Nerdy Inc. (NRDY) shares did the Cohn Family Trust 5/24/18 hold after the transaction?

After the reported purchase, the Cohn Family Trust 5/24/18 beneficially owned 1,540,307 shares of Nerdy Inc. Class A common stock indirectly.

What other indirect holdings of Nerdy Inc. (NRDY) stock are reported for Thomas Cohn?

The filing lists additional indirect holdings of 9,258,298 shares directly, 13,194,231 shares through Rarefied Air Capital LLC, 31,053,279 shares through the Cohn Family Trust U/A/D 3/16/2017, and 810,704 shares through the Cohn Family Investments Trust dated 5/24/18.

What are the terms of the Nerdy Inc. (NRDY) RSUs mentioned in the filing?

The filing notes Restricted Stock Units issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches when share price milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 are achieved based on a 90-day average. Any unvested RSUs expire on September 20, 2028.

Who owns Rarefied Air Capital LLC in relation to Nerdy Inc. (NRDY)?

Rarefied Air Capital LLC, which holds 13,194,231 shares of Nerdy Inc. Class A common stock indirectly for Thomas Cohn, is owned by three trusts: the Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and the 2018 Cohn Family Trust U/A/D 5/24/2018.