Nerdy (NYSE: NRDY) CEO files Form 4 on insider buys and price-target RSUs

Rhea-AI Filing Summary

Nerdy Inc. reported insider buying by its Chief Executive Officer, who is also a director and 10% owner. On 12/03/2025, an affiliated trust purchased 91,672 shares of Class A Common Stock at a weighted average price of $1.29 per share and another 90,000 shares at a weighted average price of $1.34 per share, through multiple trades within the stated price ranges.

After these transactions, the reporting person holds Nerdy Class A shares through several family trusts and an entity called Rarefied Air Capital LLC, as well as performance-based Restricted Stock Units. The RSUs cover 9,258,298 shares that vest in seven equal tranches only if the stock sustains share price targets between $18.00 and $42.00 over a 90-day period, 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)
12/03/2025

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	12/03/2025		P		91,672	A	$1.29(1)	31,144,951	I	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock	12/03/2025		P		90,000	A	$1.34(2)	31,234,951	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(3)	D
Class A Common Stock								13,194,231	I	Rarefied Air Capital LLC(4)
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 $1.20 to $1.31, 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 $1.32 to $1.35, 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	12/05/2025
	** 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.
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FAQ

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

A related trust of the reporting person purchased 91,672 Nerdy Class A shares at a weighted average price of $1.29 and 90,000 shares at a weighted average price of $1.34 on 12/03/2025, through multiple trades within disclosed price ranges.

What is the reporting persons relationship to Nerdy (NRDY)?

The reporting person is disclosed as a Director, a 10% Owner, and an Officer of Nerdy Inc., serving as Chief Executive Officer.

How are Nerdy (NRDY) shares held after the reported transactions?

Following the transactions, Nerdy Class A Common Stock is held indirectly through multiple vehicles, including Cohn Family Trust U/A/D 3/16/2017, Cohn Family Trust 5/24/18, Cohn Family Investments Trust dtd 5/24/18, and Rarefied Air Capital LLC.

What are the key terms of the Nerdy (NRDY) performance-based RSUs mentioned?

The filing notes 9,258,298 Restricted Stock Units, each representing one share of Class A Common Stock, that vest in seven equal tranches upon achieving share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 based on a consecutive 90-day average, with any unvested RSUs expiring on September 20, 2028.

What entities own Rarefied Air Capital LLC in relation to Nerdy (NRDY)?

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.

How were the purchase prices for the Nerdy (NRDY) shares determined in the filing?

The reported prices of $1.29 and $1.34 per share are weighted average prices from multiple trades, with actual transaction prices ranging from $1.20 to $1.31 for the first block and from $1.32 to $1.35 for the second block.