Nerdy Inc. (NRDY) insider purchase and 9.26M performance RSUs disclosed

Rhea-AI Filing Summary

Nerdy Inc. reported an insider transaction by a person who is a director, chief executive officer, and 10% owner. On 12/10/2025, an affiliated trust purchased 174,947 shares of Class A common stock at a weighted average price of $1.40 per share, with trades executed between $1.36 and $1.45. After the transaction, the reporting person had large indirect holdings through several family trusts and an LLC.

The filing also notes 9,258,298 restricted stock units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches if share-price milestones of $18, $22, $26, $30, $34, $38, and $42 are achieved based on a 90-day average within the performance period. Any RSUs that do not vest will expire 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)
12/10/2025

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	12/10/2025		P		174,947	A	$1.4(1)	32,135,503	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 $1.36 to $1.45, 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	12/12/2025
	** 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).
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FAQ

What insider transaction did Nerdy Inc. (NRDY) report on this Form 4?

The filing reports that a person who is a director, chief executive officer, and 10% owner, through an affiliated trust, purchased 174,947 shares of Nerdy Inc. Class A common stock on 12/10/2025 at a weighted average price of $1.40 per share.

At what prices were the Nerdy Inc. (NRDY) insider share purchases executed?

The 174,947 Nerdy Inc. Class A common shares were purchased in multiple transactions at prices ranging from $1.36 to $1.45 per share, resulting in a weighted average price of $1.40.

How many Nerdy Inc. (NRDY) shares does the reporting person hold through related entities?

After the reported transaction, the filing shows indirect beneficial ownership of Nerdy Inc. Class A common stock through several entities, including 32,135,503 shares via Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares via Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via Cohn Family Investments Trust dated 5/24/18.

What are the key terms of the Nerdy Inc. (NRDY) restricted stock units mentioned in the filing?

The filing describes 9,258,298 RSUs granted under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches if share-price milestones of $18, $22, $26, $30, $34, $38, and $42 are met, based on a consecutive 90-day average during the performance period.

When do the Nerdy Inc. (NRDY) RSUs expire if the share-price targets are not achieved?

Any unvested RSUs described in the filing will expire on September 20, 2028 if the required share-price milestones are not achieved within the performance period.

What is Rarefied Air Capital LLC’s relationship to the Nerdy Inc. (NRDY) insider holdings?

The filing states that Rarefied Air Capital LLC holds 13,194,231 Nerdy Inc. Class A common shares indirectly for the reporting person and 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.