Charles K. Cohn - 15 Dec 2025 Form 4 Insider Report for Nerdy Inc. (NRDY)

Reporting relationship: Chief Executive Officer, Director, 10%+ Owner
Issuer ticker: NRDY
Reported as of: 15 Dec 2025
Net transaction value: +$236,743
SEC form: 4
Accepted by SEC: 17 Dec 2025, 09:15:29 UTC
Prior SEC filing: 16 Dec 2025
Next SEC filing: 18 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ Thomas Lynn, Attorney-in-Fact

Key filing fact

Charles K. Cohn filed Form 4 for Nerdy Inc. (NRDY) on 17 Dec 2025.

Key facts

This page summarizes Charles K. Cohn's Form 4 filing for Nerdy Inc. (NRDY).
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 17 Dec 2025, 09:15.

Change

Previous filing in this sequence was filed on 16 Dec 2025.
Current net transaction value: +$236,743.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001880171 Primary reporting owner

Cohn Charles K.

Relationship: Chief Executive Officer, Director, 10%+ Owner
Address: 8001 FORSYTH BLVD., SUITE 1050, ST. LOUIS
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Signature date: 17 Dec 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NRDY transaction

Class A Common Stock

Purchase

Transaction value: $236,743
Shares: +174,076
Change %: +0.54%
Price: $1.36
Shares after: 32,669,932
Date: 15 Dec 2025
Ownership: By Cohn Family Trust U/A/D 3/16/2017
Footnotes: F1

NRDY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,540,307
Date: 15 Dec 2025
Ownership: By Cohn Family Trust 5/24/18

NRDY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 9,258,298
Date: 15 Dec 2025
Ownership: Direct
Footnotes: F2

NRDY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 13,194,231
Date: 15 Dec 2025
Ownership: Rarefied Air Capital LLC
Footnotes: F3

NRDY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1,278,512
Date: 15 Dec 2025
Ownership: By Cohn Family Investments Trust dtd 5/24/18

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

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.