Nerdy (NYSE: NRDY) COO receives 600,000 RSU equity grant

Rhea-AI Filing Summary

Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. reported that Chief Operating Officer John Andrew Paszterko received a grant of 600,000 restricted stock units (RSUs) tied to Class A Common Stock at a stated price of $0.0000 per unit. Each RSU represents the right to receive one share of Class A stock. The award vests in three equal portions at various points during the twelve months ending January 15, 2027, January 15, 2028, and January 15, 2029, aligning the grant with multi‑year service. Following this grant, Paszterko’s reported holdings consist of 31,543 Class A shares and 1,150,000 RSUs, totaling 1,181,543 share-based interests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Paszterko John Andrew

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	600,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,181,543 shares (Direct)

Footnotes (1)

1. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending January 15, 2027, one-third at various points during the twelve months ending January 15, 2028, and one-third at various points during the twelve months ending January 15, 2029. Represents 31,543 shares of Class A Common Stock and 1,150,000 restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

Paszterko John Andrew

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		A		600,000(1)	A	$0	1,181,543(2)	D

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. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending January 15, 2027, one-third at various points during the twelve months ending January 15, 2028, and one-third at various points during the twelve months ending January 15, 2029.

2. Represents 31,543 shares of Class A Common Stock and 1,150,000 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What did Nerdy (NRDY) disclose in this Form 4 for its COO?

Nerdy disclosed that Chief Operating Officer John Andrew Paszterko received 600,000 restricted stock units. These RSUs are part of his equity compensation and are tied to Nerdy’s Class A Common Stock under the company’s 2021 Equity Incentive Plan.

How many Nerdy (NRDY) RSUs were granted to the COO in this filing?

The filing shows a grant of 600,000 restricted stock units to the COO. Each RSU corresponds to one share of Class A Common Stock, forming a significant component of his long-term incentive compensation package at Nerdy.

What is the vesting schedule for the Nerdy (NRDY) COO’s 600,000 RSUs?

The 600,000 RSUs vest in three equal parts over three years. One-third vests during the twelve months ending January 15, 2027, another third by January 15, 2028, and the final third by January 15, 2029, encouraging multi-year retention.

What does each RSU in the Nerdy (NRDY) COO award represent?

Each restricted stock unit represents a contingent right to receive one share of Nerdy’s Class A Common Stock. The units convert into shares only as they vest over the specified multi-year schedule outlined in the Form 4 footnotes.

What are John Andrew Paszterko’s Nerdy (NRDY) holdings after this RSU grant?

After the grant, Paszterko’s reported holdings total 1,181,543 share-based interests. This consists of 31,543 shares of Class A Common Stock and 1,150,000 restricted stock units, combining current shares and future-vesting awards.

Was this Nerdy (NRDY) Form 4 transaction a market purchase or sale?

No, the Form 4 reflects a grant of restricted stock units, not an open-market trade. The transaction code shows an award acquisition at a stated price of $0.0000 per unit under Nerdy’s 2021 Equity Incentive Plan.