Nerdy Inc. (NRDY) director awarded new stock option grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nerdy Inc. director Gregory Mrva received two new stock option grants on Class A common stock as part of his board compensation. He was awarded options for 96,774 shares at an exercise price of $0.89 per share and a separate grant for 241,935 shares at the same exercise price.

The options will vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. The number of options granted reflects his annual cash retainer and additional committee retainers, which he elected to receive in equity instead of cash.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mrva Gregory

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)	96,774	$0.62	$60K

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 size 1: 96,774 options Option grant size 2: 241,935 options Exercise price: $0.89 per share +5 more

8 metrics

Option grant size 1 96,774 options Stock Option (Right to Buy) granted on April 30, 2026

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

Exercise price $0.89 per share Exercise price for both option grants on Class A common stock

Grant valuation price 1 $0.62 per option Transaction price per option for 96,774-option grant

Post-grant holding 1 338,709 options Total shares underlying first option award after transaction

Post-grant holding 2 241,935 options Total shares underlying second option award after transaction

Vesting schedule Earlier of 1 year or next meeting Vests on one-year anniversary of grant or next annual stockholder meeting

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

Key Terms

Stock Option (Right to Buy), Class A Common Stock, annual cash retainer, equity in lieu of cash compensation, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Class A Common Stock financial

"underlying_security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

annual cash retainer financial

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

equity in lieu of cash compensation financial

"paid in the form of equity in lieu of cash compensation"

board of directors financial

"committee memberships for the Nerdy Inc. board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 05:04 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^*

Mrva Gregory

(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		96,774⁽²⁾		04/30/2027⁽¹⁾	04/30/2036	Class A Common Stock	96,774	$0.62	338,709	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 insider transaction did Nerdy Inc. (NRDY) report for Gregory Mrva?

Nerdy Inc. reported that director Gregory Mrva received two stock option grants. He was awarded options over 96,774 and 241,935 shares of Class A common stock as part of his board compensation package, rather than receiving those retainers in cash.

What are the exercise terms of Gregory Mrva’s new Nerdy Inc. stock options?

Both stock option grants carry an exercise price of $0.89 per share. They give Mrva the right to buy Nerdy Inc. Class A common stock at this fixed price, subject to vesting conditions tied to time and the company’s next annual stockholder meeting.

When do Gregory Mrva’s Nerdy Inc. stock options vest?

The options will vest on the earlier of two dates: the one-year anniversary of the April 30, 2026 grant date or the date of Nerdy Inc.’s next annual stockholder meeting. This time-based vesting aligns his compensation with ongoing board service.

Why did Nerdy Inc. grant stock options instead of cash to Gregory Mrva?

The filing states the option grants reflect the value of Mrva’s annual cash retainer and committee retainers. He elected to have all or part of these board fees paid in equity, receiving stock options in lieu of traditional cash compensation from Nerdy Inc.

How many Nerdy Inc. options does Gregory Mrva hold after these grants?

Following the grants, one option award reflects 338,709 shares and another reflects 241,935 shares. These figures represent his holdings under each respective stock option grant as reported, showing separate positions tied to the April 30, 2026 awards.