Christopher P. Marshall - Apr 29, 2025 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
Director
Signature
/s/ Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall
Stock symbol
NRDY
Transactions as of
Apr 29, 2025
Transactions value $
$55,000
Form type
4
Date filed
5/1/2025, 05:03 PM
Previous filing
Apr 8, 2025
Next filing
Jun 17, 2025
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NRDY Stock Option (Right to Buy) Award $0 +127K $0.00 127K Apr 29, 2025 Class A Common Stock 127K $1.63 Direct F1, F2, F3
transaction NRDY Stock Option (Right to Buy) Award $55K +46.7K $1.18 46.7K Apr 29, 2025 Class A Common Stock 46.7K $1.63 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.
F2 The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/29/26), or (ii) the next annual meeting of Nerdy Inc. stockholders.
F3 Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.