Nerdy Inc. — Director's Dealing 2025

Dec 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nerdy Inc. (NRDY)
CIK: 0001819404
Period of Report: 2025-12-16

Reporting Person: Cohn Charles K. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-16	Class A Common Stock	P	197242	$1.22	Acquired	32867174	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1540307	Indirect
Class A Common Stock	9258298	Direct
Class A Common Stock	13194231	Indirect
Class A Common Stock	1278512	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.19 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.