Marshall Christopher P 4
4 · Nerdy Inc. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
Nerdy (NRDY) Director Christopher P. Marshall Receives Option Awards
What Happened
Christopher P. Marshall, a director of Nerdy Inc. (NRDY), received equity awards on 2026-04-30 totaling 330,645 derivative securities (stock options). The grant breaks down into 241,935 options reported at $0.00 and 88,710 options with an exercise price of $0.62 (the 88,710 tranche is reported with an aggregate grant value of $55,000). These awards are board compensation (annual equity award and equity-in-lieu of cash retainer) and are not open-market purchases or sales.
Key Details
- Transaction date: 2026-04-30; Form 4 filed: 2026-05-04 (filed within standard 2 business days).
- Awards: 241,935 derivative awards @ $0.00; 88,710 derivative awards @ $0.62 (total = 330,645 options). Reported value for the $0.62 tranche ≈ $55,000.
- Vesting: Options fully vest and become exercisable on the earlier of the one-year anniversary (4/30/2027) or the next annual meeting of stockholders (per F3).
- Ownership/pecuniary interest: Mr. Marshall has sole voting and dispositive power over options he holds directly, but TCV VIII Management, L.L.C. holds 100% of the pecuniary interest in such options; Mr. Marshall disclaims beneficial ownership except to the extent of his pecuniary interest (per F4).
- Purpose: Compensation for board service and for electing to receive cash retainer as equity (per F1 & F2).
- Shares owned after the transaction: Not specified in the provided excerpt.
Context
These were compensation-related option grants to a director (routine, not an open-market purchase). The awards are derivatives (options) that vest over time and were not exercised or sold at grant — they represent potential future equity subject to vesting and any exercise payment (per the stated exercise prices). The pecuniary-interest note indicates an institutional vehicle (TCV VIII Management) holds economic rights, and Mr. Marshall disclaims beneficial ownership except as noted.
Insider Transaction Report
- Award
Stock Option (Right to Buy)
[F1][F3][F4]2026-04-30+241,935→ 241,935 totalExercise: $0.89From: 2027-04-30Exp: 2036-04-30→ Class A Common Stock (241,935 underlying) - Award
Stock Option (Right to Buy)
[F2][F3][F4]2026-04-30$0.62/sh+88,710$55,000→ 330,645 totalExercise: $0.89From: 2027-04-30Exp: 2036-04-30→ Class A Common Stock (88,710 underlying)
Footnotes (4)
- [F1]The number of options issued reflects the value of the Reporting Person's annual equity award for service on the Nerdy Inc. Board of Directors.
- [F2]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 his additional annual cash retainer and annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.
- [F3]The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.
- [F4]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.