Marshall Christopher P 4

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.