NRDY insider boosts stake and holds RSUs tied to price targets

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reported insider activity by a person who is a director, chief executive officer, and 10% owner. On 11/21/2025, the reporting person bought 187,200 shares of Class A common stock at a weighted average price of $1.06 through the Cohn Family Trust dated 5/24/18 and 70,010 shares at a weighted average price of $1.07 through the Cohn Family Trust U/A/D 3/16/2017. Following these transactions, the reporting person holds large indirect positions through multiple family trusts and entities, as well as 9,258,298 shares directly.

The direct holding reflects Restricted Stock Units issued under the Nerdy Inc. 2021 Equity Incentive Plan. These RSUs vest in seven equal tranches if Nerdy’s share price meets targets 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. Any RSUs that have not vested will expire 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

OMB APPROVAL

OMB Number:			3235-0287
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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)
11/21/2025

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	11/21/2025		P		187,200	A	$1.06(1)	1,037,533	I	By Cohn Family Trust 5/24/18
Class A Common Stock	11/21/2025		P		70,010	A	$1.07(2)	31,053,279	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock								9,258,298(3)	D
Class A Common Stock								13,194,231	I	Rarefied Air Capital LLC(4)
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 $1.04 to $1.08, 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. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.02 to $1.09, 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

3. 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.

4. 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	11/25/2025
	** 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 Inc. (NRDY) report on this Form 4?

The filing reports that a person who is a director, chief executive officer, and 10% owner of Nerdy Inc. purchased Class A common stock and updated their beneficial ownership holdings.

How many Nerdy Inc. (NRDY) shares were purchased and at what prices?

On 11/21/2025, the reporting person bought 187,200 Class A shares at a weighted average price of $1.06 and 70,010 Class A shares at a weighted average price of $1.07 through two Cohn family trusts.

How many Nerdy Inc. (NRDY) shares does the reporting person hold directly after the transactions?

After the reported transactions, the reporting person holds 9,258,298 shares of Nerdy Inc. Class A common stock directly.

What are the key terms of the Nerdy Inc. RSUs held by the reporting person?

The Restricted Stock Units were issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one Class A share, vesting in seven equal tranches if specific share price targets are achieved.

What share price targets must Nerdy Inc. (NRDY) achieve for the RSUs to vest?

The RSUs vest in equal tranches upon Nerdy’s Class A share price reaching $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00, based on the average price over a consecutive 90-day period.

When do the unvested RSUs for Nerdy Inc. (NRDY) expire?

Any RSUs that have not vested by the performance conditions will expire on September 20, 2028.

Through which entities does the reporting person hold indirect Nerdy Inc. (NRDY) shares?

Indirect holdings are reported through several entities, including Cohn Family Trust 5/24/18, Cohn Family Trust U/A/D 3/16/2017, Rarefied Air Capital LLC, and Cohn Family Investments Trust dtd 5/24/18.