Nerdy (NYSE: NRDY) CEO and 10% owner reports 119,242-share Class A buy

Rhea-AI Filing Summary

Nerdy Inc. reported an insider share purchase by its Chief Executive Officer, who is also a director and 10% owner. On 11/25/2025, the reporting person purchased 119,242 shares of Class A common stock at a weighted average price of $1.16 per share, with individual trade prices ranging from $1.10 to $1.18, through the Cohn Family Trust dated 5/24/18.

Following this transaction, the reporting person beneficially owns Class A common stock through multiple entities and awards, including 1,395,524 shares via the Cohn Family Trust 5/24/18, 9,258,298 restricted stock units under the 2021 Equity Incentive Plan, and additional indirect holdings of 13,194,231 shares via Rarefied Air Capital LLC, 31,053,279 shares via the Cohn Family Trust U/A/D 3/16/2017, and 810,704 shares via the Cohn Family Investments Trust dated 5/24/18. The RSUs vest in seven equal tranches if share-price milestones between $18.00 and $42.00 are achieved before September 20, 2028.

Insights

Equity Compensation and Governance Analyst

CEO/10% owner increased indirect holdings and holds large performance-vesting RSUs with high share-price hurdles.

The filing shows the **Chief Executive Officer**, who is also a **Director** and **10% Owner** of **Nerdy Inc.**, acquired 119,242 shares of Class A Common Stock on 11/25/2025 at a weighted average price of $1.16 per share through the **Cohn Family Trust 5/24/18**. After this trade, that trust holds 1,395,524 shares indirectly, and the reporting person has significant additional indirect positions through several other family-related entities, including **Rarefied Air Capital LLC** and other Cohn family trusts. This transaction is coded as a purchase (P), so it reflects an increase in beneficial ownership rather than a sale.

The disclosure also highlights a very large grant of **Restricted Stock Units (RSUs)**, totaling 9,258,298 units, issued under the **Nerdy Inc. 2021 Equity Incentive Plan**. Each RSU represents the right to receive one share of Class A Common Stock, but they vest only if specific share-price milestones are met, in seven equal tranches tied to average prices of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 over a consecutive 90-day period before expiration on September 20, 2028. This structure concentrates the potential benefit in scenarios where the stock trades at levels far above the recent purchase price.

The combination of a fresh open-market purchase and a large, clearly performance-based RSU award means the reporting person’s economic outcome depends heavily on future share-price performance. The RSUs will lapse if the specified milestones are not met by September 20, 2028, which limits long-term dilution to conditions where those higher price thresholds are reached. Observers can track any future Form 4 filings for additional purchases or vesting events, and monitor whether any of the seven price targets are achieved over the performance period.

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^*

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)
11/25/2025

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	11/25/2025		P		119,242	A	$1.16(1)	1,395,524	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								31,053,279	I	By Cohn Family Trust U/A/D 3/16/2017
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 $1.10 to $1.18, 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	11/28/2025
	** 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) disclose in this Form 4?

The filing discloses that Nerdy Inc.'s Chief Executive Officer, who is also a director and 10% owner, purchased 119,242 shares of Class A common stock on 11/25/2025.

At what price did the Nerdy (NRDY) insider buy the 119,242 shares?

The 119,242 shares were bought at a weighted average price of $1.16 per share, with individual trades executed at prices ranging from $1.10 to $1.18, inclusive.

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

After the reported trade, the insider beneficially owns Class A common stock through several entities, including 1,395,524 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, 31,053,279 shares via the Cohn Family Trust U/A/D 3/16/2017, and 810,704 shares via the Cohn Family Investments Trust dated 5/24/18, plus 9,258,298 restricted stock units.

What are the terms of the 9,258,298 restricted stock units reported for Nerdy (NRDY)?

The 9,258,298 restricted stock units (RSUs) were issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of Class A common stock. They vest in seven equal tranches if share-price milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 are met, based on the average stock price over a consecutive 90-day period before September 20, 2028.

Which entities hold Nerdy Inc. (NRDY) shares on behalf of the reporting person?

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

What does the weighted average price disclosure mean in Nerdy (NRDY)'s insider trade?

The filing states that the price in Column 4 is a weighted average because the shares were purchased in multiple transactions at prices between $1.10 and $1.18. The insider has agreed to provide, upon request, details on the number of shares bought at each individual price.