Nerdy (NYSE: NRDY) CEO reports purchase of 177,969 Class A shares

Rhea-AI Filing Summary

Nerdy Inc. reported an insider share purchase by a person who is a director, chief executive officer and 10% owner. On 12/05/2025, the reporting person bought 177,969 shares of Class A common stock at a weighted average price of about $1.40 per share through the Cohn Family Trust U/A/D 3/16/2017. The trades were executed in multiple transactions between $1.34 and $1.45 per share.

After this transaction, the reporting person beneficially owns large stakes in Nerdy through several entities, including 31,599,850 Class A shares via the Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via the Cohn Family Investments Trust dated 5/24/18. In addition, there are 9,258,298 restricted stock units that can convert into Class A shares if Nerdy’s stock sustains share price milestones between $18.00 and $42.00 over 90-day periods, with any unvested RSUs expiring on September 20, 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

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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)
12/05/2025

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	12/05/2025		P		177,969	A	$1.4(1)	31,599,850	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock								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								1,278,512	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 $1.34 to $1.45 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	12/09/2025
	** 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.

FAQ

What insider transaction did Nerdy (NRDY) disclose in this Form 4?

The filing shows that on 12/05/2025, a reporting person who is a director, chief executive officer and 10% owner of Nerdy Inc. (NRDY) purchased 177,969 shares of Class A common stock through the Cohn Family Trust U/A/D 3/16/2017.

At what price were the 177,969 NRDY shares purchased?

The 177,969 Class A shares were bought at a weighted average price of about $1.40 per share. The transactions occurred in multiple trades at prices ranging from $1.34 to $1.45 per share.

How many Nerdy (NRDY) shares does the reporting person beneficially own after this transaction?

Following the reported transaction, the reporting person beneficially owns Nerdy Class A common stock through several entities, including 31,599,850 shares via the Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via the Cohn Family Investments Trust dated 5/24/18.

What restricted stock units (RSUs) in Nerdy (NRDY) are reported in this filing?

The filing reports 9,258,298 restricted stock units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Nerdy’s Class A common stock if vesting conditions are met.

How do the RSUs for Nerdy (NRDY) vest, and when do they expire?

The 9,258,298 RSUs vest in seven equal tranches if Nerdy’s share price reaches and sustains target milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, based on the average stock price over a consecutive 90-day period during the performance period. Any RSUs that remain unvested will expire on September 20, 2028.

Which entities hold Nerdy (NRDY) shares for the reporting person?

Nerdy shares are held for the reporting person through multiple entities, including the Cohn Family Trust U/A/D 3/16/2017, the Cohn Family Trust 5/24/18, the Cohn Family Investments Trust dated 5/24/18, and Rarefied Air Capital LLC, which itself is owned by three Cohn family trusts.