Nerdy (NRDY) CEO and 10% owner reports buying 174,076 shares at $1.36

Rhea-AI Filing Summary

Nerdy Inc. reported that a director, chief executive officer and 10% owner purchased 174,076 shares of Class A common stock on 12/15/2025 in an open-market transaction at a weighted average price of $1.36 per share.

Following this trade, the reporting person beneficially owns large indirect stakes, including 32,669,932 shares held through the Cohn Family Trust dated 3/16/2017, 13,194,231 shares through Rarefied Air Capital LLC, and additional shares through other family trusts. The filing also notes 9,258,298 restricted stock units that vest in seven equal tranches only if Nerdy’s share price achieves targets between $18.00 and $42.00 over 90-day periods, with any unvested units 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)
12/15/2025

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	12/15/2025		P		174,076	A	$1.36(1)	32,669,932	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(2)	D
Class A Common Stock								13,194,231	I	Rarefied Air Capital LLC(3)
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 $1.27 to $1.40, 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	12/17/2025
	** 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 Inc. (NRDY) disclose in this Form 4?

The filing shows that a Nerdy director, chief executive officer and 10% owner purchased 174,076 shares of Class A common stock in an open-market transaction on 12/15/2025.

At what price were the Nerdy (NRDY) shares bought in this insider purchase?

The 174,076 Class A shares were purchased at a weighted average price of $1.36 per share, with individual trades ranging from $1.27 to $1.40.

What is the reporting person’s relationship to Nerdy Inc. (NRDY)?

The reporting person is identified as a director, a 10% owner, and an officer of Nerdy Inc., serving as chief executive officer.

How many Nerdy (NRDY) shares does the insider beneficially own after this transaction?

After the reported trade, the insider beneficially owns large stakes including 32,669,932 shares held through the Cohn Family Trust dated 3/16/2017, 13,194,231 shares through Rarefied Air Capital LLC, and additional shares through other family trusts, plus performance-based restricted stock units.

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

The 9,258,298 restricted stock units were issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each unit represents one Class A share and vests in seven equal tranches if Nerdy’s share price reaches targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, based on the average over a consecutive 90-day period. Any unvested units expire on September 20, 2028.

Through which entities does the Nerdy (NRDY) insider hold indirect ownership?

The insider’s indirect ownership includes shares held through the Cohn Family Trust U/A/D 3/16/2017, the Cohn Family Trust 5/24/18, the Cohn Family Investments Trust dated 5/24/18, and Rarefied Air Capital LLC, which is owned by three Cohn family trusts.