Charles K. Cohn - 02 Dec 2025 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Issuer symbol: NRDY
Transactions as of: 02 Dec 2025
Transactions value $: $249,606
Form type: 4
Filing time: 04 Dec 2025, 06:33:41 UTC
Previous filing: 03 Dec 2025
Next filing: 05 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Cohn Charles K.	Chief Executive Officer, Director, 10%+ Owner	8001 FORSYTH BLVD., SUITE 1050, ST. LOUIS	/s/ Thomas Lynn, Attorney-in-Fact	04 Dec 2025	0001880171

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Purchase	$250K	+198K	+18.34%	$1.26	1.28M	02 Dec 2025	By Cohn Family Investments Trust dtd 5/24/18	F1
holding	NRDY	Class A Common Stock						1.54M	02 Dec 2025	By Cohn Family Trust 5/24/18
holding	NRDY	Class A Common Stock						9.26M	02 Dec 2025	Direct	F2
holding	NRDY	Class A Common Stock						13.2M	02 Dec 2025	Rarefied Air Capital LLC	F3
holding	NRDY	Class A Common Stock						31.1M	02 Dec 2025	By Cohn Family Trust U/A/D 3/16/2017

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.22 to $1.28, 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.
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.
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.