Nerdy Inc. Form 4 Filings

Nerdy Inc. reports that Chief Financial Officer Atul Bagga sold 36,426 shares of Class A Common Stock at $0.83 per share on July 16, 2026. The shares were automatically sold in the open market under the issuer's sell-to-cover program to satisfy tax withholding obligations arising from the vesting and settlement of 125,000 restricted stock units. After this transaction, he holds 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units, totaling 1,463,574 reported equity-based interests.

Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported a sale of 31,034 shares of Class A Common Stock on 2026-07-16 at $0.83 per share. According to the footnotes, all sold shares were automatically sold under the issuer’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 100,000 restricted stock units. After this transaction, he holds 168,721 Class A shares and 1,550,000 restricted stock units.

Nerdy Inc. Chief Accounting Officer Kyle Callaway reported an automatic sale of 13,377 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. The shares were sold under a sell-to-cover program to satisfy taxes from the vesting of 29,453 restricted stock units. Following this transaction, Callaway holds 257,090 shares of Class A Common Stock and 230,030 restricted stock units.

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported a sale of 22,707 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. According to the notes, these shares were automatically sold in the open market under the company’s sell-to-cover program to satisfy federal and state tax withholding from the vesting and settlement of 50,000 restricted stock units (RSUs). After this transaction, Swenson holds 1,268,924 shares of Class A Common Stock and 1,200,000 RSUs, totaling 2,468,924 Nerdy equity instruments.

Swenson Christopher C. reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. awarded Chief Legal Officer Christopher C. Swenson 600,000 RSUs under its 2021 Equity Incentive Plan. Each RSU represents one share of Class A Common Stock and vests in three annual tranches through July 2029. Following this grant, he holds 1,241,631 shares and 1,250,000 RSUs.

Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. granted its Chief Operating Officer, John Andrew Paszterko, 600,000 Restricted Stock Units (RSUs) under the 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock, vesting one-third in the twelve months ending July 15, 2027, one-third in the twelve months ending July 15, 2028, and one-third in the twelve months ending July 15, 2029.

After this award, he directly holds 1,749,755 Nerdy equity interests, consisting of 99,755 Class A Common Stock shares and 1,650,000 RSUs.

Callaway Kyle reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc.'s Chief Accounting Officer, Kyle Callaway, received a grant of 100,000 Restricted Stock Units (RSUs) on July 15, 2026 under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock, vesting in three equal tranches over periods ending July 15, 2027, 2028 and 2029. Following this award, Callaway’s direct holdings total 500,497 Class A share equivalents, consisting of 241,014 shares and 259,483 RSUs.

Nerdy Inc.’s Chief Legal Officer Christopher C. Swenson reported an open-market sale of 20,153 shares of Class A Common Stock on June 16, 2026 at $0.88 per share. According to the footnotes, these shares were automatically sold under Nerdy’s sell-to-cover program to pay federal and state taxes triggered by the vesting of 40,585 restricted stock units.

After this tax-related sale, Swenson holds 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units, indicating the transaction was a routine withholding event rather than a discretionary reduction of his overall equity position.

Nerdy Inc. director and CEO Charles K. Cohn reported an indirect open-market purchase of Class A Common Stock through the Charles K. Cohn Revocable Trust Agreement dated February 10, 2016. The trust bought 250,007 shares at a weighted average price of about $1.00 per share, with individual trades ranging from $0.97 to $1.01.

Following this purchase, that revocable trust holds 978,311 Class A shares indirectly. The filing also updates Cohn’s other direct and indirect Class A holdings across several family trusts and an LLC, with no additional buy or sell transactions reported in this excerpt.

Nerdy Inc. director and Chief Executive Officer Charles K. Cohn, through the Charles K. Cohn Revocable Trust Agreement dated February 10, 2016, bought 251,081 shares of Class A Common Stock in an open-market purchase at a weighted average price of $1.00 per share, with individual trade prices ranging from $0.98 to $1.00. Following this purchase, that trust held 728,304 shares of Class A Common Stock.

As of this filing, Cohn also held additional Class A shares indirectly through several family trusts and Rarefied Air Capital LLC, and directly held 9,258,298 shares. Separate Restricted Stock Units under the Nerdy Inc. 2021 Equity Incentive Plan vest only if share price targets between $18.00 and $42.00 are met before September 20, 2028.

Nerdy Inc. Chief Executive Officer Charles K. Cohn, through the Charles K. Cohn Revocable Trust, bought Class A Common Stock in the open market. The trust acquired 258,204 shares at a weighted average price of $0.97 per share on June 11, 2026, with individual trades between $0.94 and $0.99.

After this purchase, the revocable trust held 477,223 Class A shares indirectly. Separate entries show additional indirect holdings through various Cohn family trusts and Rarefied Air Capital LLC, plus a direct holding of 9,258,298 Class A shares. A performance-based RSU award will vest in seven tranches if share-price targets between $18 and $42 are met by September 20, 2028.

Nerdy Inc. CEO Charles K. Cohn, through the Charles K. Cohn Revocable Trust, made an open-market purchase of 219,019 shares of Class A Common Stock at a weighted average price of about $0.91 per share. After this transaction, the revocable trust held 219,019 shares.

As of the same date, Cohn also had substantial indirect holdings through family trusts and Rarefied Air Capital LLC, along with direct ownership of 9,258,298 Class A shares. Separate Restricted Stock Units granted under the Nerdy Inc. 2021 Equity Incentive Plan may vest upon future stock price milestones up to $42.00 per share, expiring on September 20, 2028.

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an automatic sale of 22,796 shares of Class A Common Stock at $0.80 per share. According to the footnotes, these shares were sold in the open market solely to cover federal and state taxes triggered by the vesting of 50,000 restricted stock units under the company’s sell-to-cover program.

After this tax-related transaction, Swenson’s reported holdings consist of 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units, for a total of 1,911,784 shares and units.

Nerdy Inc. director Robert J. Hutter received stock option awards in lieu of cash board fees. On April 30, 2026, he was granted options to acquire 34,677 shares of Class A Common Stock at an exercise price of $0.89 per share, with 276,612 options shown as held after this grant. He was also granted a separate option for 241,935 shares at the same $0.89 exercise price, with 241,935 options shown as held after that grant.

The footnotes state these awards reflect his annual cash retainer and additional committee retainers, which he elected to take entirely or partly in equity. The options vest on the earlier of one year from the grant date or the next annual stockholder meeting, making this a routine, compensation-related equity grant rather than an open-market purchase or sale.

Nerdy Inc. director Christopher P. Marshall received two stock option grants as compensation for his service on the board. One grant covers 88,710 options and the other 241,935 options, each for Class A common stock with a $0.89 per-share exercise price.

The options represent his annual equity award and the cash and committee retainers he elected to take in equity rather than cash. They fully vest on the earlier of the one-year anniversary of the April 30, 2026 grant date or the next annual stockholder meeting. Marshall has sole voting and dispositive power, while TCV VIII Management, L.L.C. holds 100% of the pecuniary interest, and he disclaims beneficial ownership except to the extent of his pecuniary interest.

Nerdy Inc. director Abigail Blunt received two stock option grants as equity compensation. On the grant date, she was awarded options over 68,548 shares of Class A common stock and another grant over 241,935 shares, both with a conversion or exercise price of $0.89 per share. The options vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. Footnotes explain these grants reflect her annual cash retainer and additional committee retainers, which she elected to receive in equity instead of cash.

Nerdy Inc. director Gregory Mrva received two new stock option grants on Class A common stock as part of his board compensation. He was awarded options for 96,774 shares at an exercise price of $0.89 per share and a separate grant for 241,935 shares at the same exercise price.

The options will vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of Nerdy Inc. stockholders. The number of options granted reflects his annual cash retainer and additional committee retainers, which he elected to receive in equity instead of cash.

Nerdy Inc. director Udell Stuart received two stock option grants as equity compensation in place of cash retainers. On April 30, 2026, he was awarded options covering 70,968 and 241,935 shares of Class A common stock, each with a $0.89 exercise price and expiration on April 30, 2036. The options vest on the earlier of one year from the grant date or the next annual meeting of Nerdy stockholders, reflecting his annual cash retainer and additional committee retainers elected to be paid in equity.

Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported an open-market sale of 31,788 shares of Class A Common Stock at $0.93 per share. According to the footnotes, these shares were automatically sold under the company’s sell-to-cover program to pay federal and state taxes from the vesting of 100,000 restricted stock units. After this tax-related sale, he holds 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an open-market sale of 69,796 shares of Class A Common Stock at $0.93 per share. According to the disclosure, all shares were automatically sold under the company’s sell-to-cover program to satisfy federal and state tax withholding on the vesting of 150,000 restricted stock units. After these transactions, Swenson’s position consists of 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units, indicating this was a tax-related liquidity event rather than a discretionary reduction of his overall equity stake.

Bagga Atul Madan Mohan reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. reported that its Chief Financial Officer, Atul Madan Mohan Bagga, received a grant of 1,500,000 Restricted Stock Units (RSUs) tied to the company’s Class A Common Stock. Each RSU represents the right to receive one share, bringing his reported direct holdings to 1,500,000 shares.

The RSUs were issued under the Nerdy Inc. 2021 Equity Incentive Plan and vest over three years: one-third during the twelve months ending April 15, 2027, one-third during the twelve months ending April 15, 2028, and the final third during the twelve months ending April 15, 2029. The grant price is listed as $0.00 per share, consistent with compensation awards rather than an open‑market purchase.

Nerdy Inc.'s Chief Legal Officer, Christopher C. Swenson, reported an automatic tax-related share sale. On the transaction date, he sold 18,366 shares of Class A Common Stock in an open-market sale at $0.90 per share. According to the footnotes, this sale was executed under Nerdy’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 40,584 restricted stock units (RSUs). After this transaction, he holds a combined total of 2,004,376 Nerdy equity interests, consisting of 1,113,791 shares of Class A Common Stock and 890,585 RSUs.

Nerdy Inc. Chief Financial Officer Jason H. Pello reported an open-market sale of 30,609 shares of Class A Common Stock at $0.90 per share. According to the footnotes, these shares were automatically sold under the company’s sell-to-cover program solely to pay federal and state taxes arising from the vesting of 67,641 restricted stock units. After this tax-related transaction, Pello holds 1,056,318 shares of Class A Common Stock and 1,484,308 restricted stock units.

Nerdy Inc. Chief Financial Officer Jason H. Pello reported an open-market sale of 75,000 shares of Class A Common Stock at a weighted average price of $0.92 per share, with individual trade prices ranging from $0.86 to $0.97.

After this transaction, he holds 2,571,235 equity interests, including 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units. The company notes that the sale was not due to any disagreement and that Mr. Pello remains an officer.

Nerdy Inc. Chief Financial Officer Jason H. Pello reported two equity transactions in Class A common stock. He received a grant of 1,000,000 restricted stock units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan, with each RSU representing one share of Class A common stock. These RSUs vest in three equal parts: one-third during the months ending July 15, 2026, one-third during the twelve months ending July 15, 2027, and one-third during the twelve months ending July 15, 2028. He also completed an open-market sale of 49,814 shares at $0.97 per share to cover taxes arising from the vesting of 96,686 RSUs under the company’s sell-to-cover program. Following these transactions, he holds 1,094,286 shares of Class A common stock and 1,551,949 RSUs.

Nerdy Inc.’s Chief Legal Officer, Christopher C. Swenson, reported both an RSU award and a tax-related share sale. He received 600,000 restricted stock units under Nerdy’s 2021 Equity Incentive Plan, with one-third scheduled to vest by July 15, 2026, another third over the twelve months ending July 15, 2027, and the final third over the twelve months ending July 15, 2028.

Swenson also executed an open-market sale of 32,641 shares of Class A common stock at $0.97 per share to cover taxes triggered by the vesting of 63,353 RSUs under the company’s sell-to-cover program. After these transactions, he holds 1,091,573 shares of Class A common stock and 931,169 RSUs.

Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. reported that Chief Operating Officer John Andrew Paszterko received a grant of 600,000 restricted stock units (RSUs) tied to Class A Common Stock at a stated price of $0.0000 per unit. Each RSU represents the right to receive one share of Class A stock. The award vests in three equal portions at various points during the twelve months ending January 15, 2027, January 15, 2028, and January 15, 2029, aligning the grant with multi‑year service. Following this grant, Paszterko’s reported holdings consist of 31,543 Class A shares and 1,150,000 RSUs, totaling 1,181,543 share-based interests.

Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported an open-market sale of 18,457 shares of Class A Common Stock on January 16, 2026 at $1.01 per share. According to the disclosure, these shares were automatically sold under the company’s sell-to-cover program to pay federal and state taxes triggered by the vesting and settlement of 50,000 restricted stock units (RSUs).

After this tax-related sale, Paszterko beneficially owns 581,543 shares, consisting of 31,543 shares of Class A Common Stock and 550,000 RSUs.

Nerdy Inc.'s Chief Legal Officer reported a sale of company stock. On 12/22/2025, the officer sold 35,000 shares of Nerdy Inc. Class A Common Stock in an open market transaction coded "S" (sale) at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.21 to $1.37.

After this transaction, the officer beneficially owns a total of 1,455,383 shares, consisting of 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units. The filing states that the shares were not sold as a result of any disagreement with the company and that the officer remains in his role at Nerdy Inc.

Nerdy Inc.'s Chief Financial Officer reported an open market sale of 32,006 shares of Class A Common Stock on 12/16/2025 at $1.2 per share. The sale was made to cover taxes triggered by the vesting of 67,641 restricted stock units and was executed automatically under the company's sell-to-cover program for federal and state tax withholding.

Following this transaction, the officer beneficially owns 1,696,049 equity interests in Nerdy Inc., consisting of 1,047,414 shares of Class A Common Stock and 648,635 restricted stock units.

Nerdy Inc.'s Chief Legal Officer reported an open market sale of 19,204 shares of Class A common stock on 12/16/2025 at $1.2 per share. The sale was made to cover taxes due from the vesting of 40,585 restricted stock units under the issuer's sell-to-cover program.

After this transaction, the officer beneficially owns 1,490,383 Nerdy equity interests, including 1,095,861 Class A shares and 394,522 restricted stock units.

Nerdy Inc.'s chief executive officer, who is also a director and 10% owner, reported buying 197,242 shares of Class A common stock on December 16, 2025 at a weighted average price of $1.22 per share, with individual trades executed between $1.19 and $1.28.

The reporting person also holds 9,258,298 restricted stock units (RSUs) that each represent one share of Class A common stock. These RSUs vest in seven equal tranches only if Nerdy’s share price achieves target milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00 and $42.00 based on the average stock price over a consecutive 90‑day period, and any unvested RSUs expire on September 20, 2028.

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.

Nerdy Inc. reported an insider stock purchase by its Chief Executive Officer, who is also a director and 10% owner. On 12/12/2025, an affiliated trust bought 180,353 shares of Class A common stock at a weighted average price of $1.38 per share, with individual trade prices ranging from $1.36 to $1.41.

Following this transaction, the reporting person is shown as indirectly owning 32,495,856 shares through the Cohn Family Trust U/A/D 3/16/2017, plus additional indirect holdings of 1,540,307 shares through another Cohn family trust, 13,194,231 shares through Rarefied Air Capital LLC, and 1,278,512 shares through the Cohn Family Investments Trust. The filing also notes 9,258,298 restricted stock units that convert into Class A shares if seven stock price milestones between $18.00 and $42.00 are achieved before September 20, 2028.

Nerdy Inc.'s Chief Executive Officer, who is also a director and 10% owner, reported buying 180,000 shares of Class A common stock on 12/11/2025 at a weighted average price of $1.38 per share. The purchase was made through the Cohn Family Trust U/A/D 3/16/2017, which now holds 32,315,503 shares.

He also beneficially owns additional Class A shares through related entities, including 1,540,307 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via the Cohn Family Investments Trust dated 5/24/18.

The report describes 9,258,298 Restricted Stock Units issued under the Nerdy Inc. 2021 Equity Incentive Plan. These RSUs vest in seven equal tranches if share price targets between $18.00 and $42.00 are met over consecutive 90-day periods, with any unvested units expiring on September 20, 2028.

Nerdy Inc.'s Chief Financial Officer reports stock sale. The CFO of Nerdy Inc. reported selling 75,000 shares of Class A common stock on 12/10/2025 in an open market transaction coded as a sale. The weighted average sale price was $1.39 per share, with individual trade prices ranging from $1.35 to $1.45.

After this transaction, the reporting person beneficially owns 1,728,055 shares, consisting of 1,011,779 shares of Class A common stock and 716,276 restricted stock units. The filing states that the shares were not sold as a result of any disagreement with the company and that the executive remains an officer of Nerdy Inc.

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.

Nerdy Inc.'s chief executive officer, who is also a director and 10% owner, reported buying Class A common stock in an insider transaction. On 12/09/2025, an affiliated trust purchased 176,215 shares of Class A common stock in the open market at a weighted average price of $1.44 per share, with individual trades occurring between $1.32 and $1.48 per share.

Following this transaction, the reporting person has large indirect holdings through several family trusts and Rarefied Air Capital LLC, as well as 9,258,298 restricted stock units. Each RSU represents one share of Class A common, and these RSUs vest in seven equal tranches only if share price targets between $18.00 and $42.00 are met over a 90‑day average before they expire on September 20, 2028.

Nerdy Inc. director, CEO and 10% owner Charles Cohn reported buying additional Class A common stock. On December 8, 2025, a trust affiliated with him, the Cohn Family Trust U/A/D 3/16/2017, purchased 184,491 shares of Nerdy Inc. Class A common stock at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.30 to $1.35.

After this transaction, the filing shows indirect beneficial ownership of Class A shares through several entities, including 31,784,341 shares held by the Cohn Family Trust U/A/D 3/16/2017 and 1,540,307 shares held by the Cohn Family Trust 5/24/18. It also notes 9,258,298 restricted stock units that can convert into Class A shares if specific stock price milestones between $18.00 and $42.00 are met over a 90‑day period before they expire on September 20, 2028.

Nerdy Inc. reported an insider share purchase by a person who is a director, chief executive officer and 10% owner. On 12/05/2025, the reporting person bought 177,969 shares of Class A common stock at a weighted average price of about $1.40 per share through the Cohn Family Trust U/A/D 3/16/2017. The trades were executed in multiple transactions between $1.34 and $1.45 per share.

After this transaction, the reporting person beneficially owns large stakes in Nerdy through several entities, including 31,599,850 Class A shares via the Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via the Cohn Family Investments Trust dated 5/24/18. In addition, there are 9,258,298 restricted stock units that can convert into Class A shares if Nerdy’s stock sustains share price milestones between $18.00 and $42.00 over 90-day periods, with any unvested RSUs expiring on September 20, 2028.

Nerdy Inc. reported an insider share purchase by a director, officer and 10% owner. On 12/04/2025, the reporting person bought 186,930 shares of Class A common stock at a weighted average price of $1.37 per share through the Cohn Family Trust U/A/D 3/16/2017. After this transaction, indirect beneficial ownership includes 31,421,881 shares held by that trust, 1,540,307 shares held by the Cohn Family Trust 5/24/18, 13,194,231 shares held by Rarefied Air Capital LLC, and 1,278,512 shares held by the Cohn Family Investments Trust dated 5/24/18.

The filing also notes 9,258,298 restricted stock units issued under Nerdy Inc.’s 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches if the company’s share price reaches targets between $18.00 and $42.00 per share, based on a 90-day average, before the RSUs expire on September 20, 2028.

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.

Nerdy Inc. reported an insider share purchase by a senior leader who is a director, chief executive officer, and 10% owner. On 12/02/2025, the reporting person indirectly bought 198,100 shares of Class A common stock at a weighted average price of $1.26 per share through the Cohn Family Investments Trust, with individual trades ranging from $1.22 to $1.28.

After this transaction, the reporting person reports large indirect holdings through several family trusts and an LLC, including 9,258,298 restricted stock units granted under Nerdy’s 2021 Equity Incentive Plan. These RSUs vest in seven equal parts only if Nerdy’s stock sustains price targets of $18, $22, $26, $30, $34, $38, and $42 per share over a consecutive 90‑day period before expiring on September 20, 2028.

Nerdy Inc. reported an insider share purchase by its Chief Executive Officer, who is also a director and 10% owner. On 11/28/2025, the reporting person bought 80,708 shares of Class A common stock at a weighted average price of $1.32 per share through the Cohn Family Investments Trust.

After this transaction, the reporting person beneficially owns substantial stakes in Nerdy through multiple entities, including 891,412 shares held by Cohn Family Investments Trust and 13,194,231 shares held by Rarefied Air Capital LLC. In addition, 9,258,298 restricted stock units (RSUs) were issued under the 2021 Equity Incentive Plan, each representing one share of Class A common stock.

These RSUs vest in seven equal tranches if Nerdy’s share price meets milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00 and $42.00 per share, based on a 90-day average, with any unvested RSUs expiring on September 20, 2028.

Nerdy Inc. insider Thomas Cohn, the company's Chief Executive Officer, director, and 10% owner, reported an open-market purchase of Class A common stock. On 11/26/2025, a related trust, the Cohn Family Trust 5/24/18, acquired 144,783 shares of Nerdy Inc. Class A common stock at a weighted average price of $1.25 per share, with individual trades executed between $1.20 and $1.26.

Following this transaction, the trust held 1,540,307 shares indirectly. The filing also shows additional indirect holdings, including 9,258,298 shares directly, 13,194,231 shares through Rarefied Air Capital LLC, 31,053,279 shares through the Cohn Family Trust U/A/D 3/16/2017, and 810,704 shares through the Cohn Family Investments Trust dated 5/24/18.

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.

Nerdy Inc. (NRDY) reported that its Chief Executive Officer, who is also a director and 10% owner, purchased Class A common stock. On 11/24/2025, an affiliated trust bought 238,749 Class A shares in open-market transactions at a weighted average price of $1.05 per share, with individual trades ranging from $1.01 to $1.10.

Following this transaction, the reporting person has large direct and indirect holdings across several family trusts and an entity called Rarefied Air Capital LLC. The filing also notes previously issued RSUs that vest in seven equal tranches only if Nerdy’s share price reaches milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share over a 90-day average before expiring on September 20, 2028.

Nerdy Inc. (NRDY) reported insider activity by a person who is a director, chief executive officer, and 10% owner. On 11/21/2025, the reporting person bought 187,200 shares of Class A common stock at a weighted average price of $1.06 through the Cohn Family Trust dated 5/24/18 and 70,010 shares at a weighted average price of $1.07 through the Cohn Family Trust U/A/D 3/16/2017. Following these transactions, the reporting person holds large indirect positions through multiple family trusts and entities, as well as 9,258,298 shares directly.

The direct holding reflects Restricted Stock Units issued under the Nerdy Inc. 2021 Equity Incentive Plan. These RSUs vest in seven equal tranches if Nerdy’s share price meets targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, based on the average stock price over a consecutive 90-day period. Any RSUs that have not vested will expire on September 20, 2028.

Nerdy Inc. (NRDY) reported that its Chief Executive Officer, who is also a director and 10% owner, bought Class A common stock in a recent transaction. On 11/20/2025, a trust associated with him purchased 203,500 Class A shares at a weighted average price of $0.98 per share, with individual trade prices ranging from $0.93 to $0.99. Following this, he beneficially owns large blocks of Class A shares through several family trusts and Rarefied Air Capital LLC.

The filing also notes 9,258,298 Restricted Stock Units (RSUs) issued under Nerdy’s 2021 Equity Incentive Plan. Each RSU represents one Class A share and vests in seven equal tranches if the stock price reaches share-price milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00, based on a 90-day average during the performance period. Any RSUs that do not vest will expire on September 20, 2028.