NRDY insider filing: 600,000 RSUs to COO, vesting to 2028

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) disclosed an insider equity award: the Chief Operating Officer acquired 600,000 shares of Class A Common Stock on 10/15/2025, reported as an "A" transaction at $1.11 per share. The filing notes these represent Restricted Stock Units (RSUs) granted under the 2021 Equity Incentive Plan, with each RSU delivering one share upon vesting.

The RSUs vest in three equal tranches: one‑third at various points during the twelve months ending October 15, 2026, one‑third during the twelve months ending October 15, 2027, and one‑third during the twelve months ending October 15, 2028. Following the reported transaction, the officer beneficially owned 600,000 shares, held directly.

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^*

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)
10/15/2025

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	10/15/2025		A		600,000	A	$1.11	600,000(1)	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 October 15, 2026, one-third at various points during the twelve months ending October 15, 2027, and one-third at various points during the twelve months ending October 15, 2028.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	10/16/2025
	** 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 did Nerdy (NRDY) report in this Form 4?

An acquisition of 600,000 Class A shares by the COO on 10/15/2025, reported as RSUs under the 2021 Equity Incentive Plan.

What is the transaction price listed?

The Form 4 lists a price of $1.11 per share for the 600,000 shares acquired.

How do the RSUs for NRDY’s COO vest?

In three equal parts during the twelve months ending 10/15/2026, 10/15/2027, and 10/15/2028.

How many shares does the officer own after the transaction?

Beneficial ownership following the transaction is 600,000 shares, held directly.

What does each RSU represent for NRDY?

Each RSU represents the contingent right to receive one share of Class A Common Stock upon vesting.

Under which plan were the RSUs granted?

They were issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended.