Nerdy Inc.·4

May 4, 5:03 PM ET

Udell Stuart 4

4 · Nerdy Inc. · Filed May 4, 2026

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Nerdy (NRDY) Director Udell Stuart Receives Stock Awards

What Happened Udell Stuart, a director of Nerdy Inc. (NRDY), received equity awards on 2026-04-30. The filing reports two derivative grants: 241,935 units reported at $0.00 (value reported $0) and 70,968 units at $0.62 each (total reported value $44,000). These were reported as awards/grants (transaction code A) and represent compensation rather than an open-market purchase.

Key Details

  • Transaction date: 2026-04-30; Form 4 filed 2026-05-04 (filed within the two-business-day window).
  • Grants: 241,935 derivative units @ $0.00 (reported $0) and 70,968 derivative units @ $0.62 (reported $44,000).
  • Total derivative units granted: 312,903.
  • Vesting: Per footnote, the stock options vest on the earlier of (i) one-year anniversary of the grant or (ii) the next annual meeting of stockholders.
  • Reason: Footnote states these options reflect Mr. Stuart electing to receive all or part of his annual cash retainer (and committee retainers) in equity instead of cash.
  • Shares owned after transaction: Not disclosed in the provided excerpt.
  • Transaction code: A = Award/Grant (derivative securities).

Context These are compensation awards (derivative stock options/equity grants) rather than purchases or sales—common for board retainer arrangements and not a direct market-buy signal. The vesting schedule and the conversion of cash retainer to equity are disclosed in the filing, clarifying these awards are part of routine director compensation.

Insider Transaction Report

Form 4
Period: 2026-04-30
Udell Stuart
Director
Transactions
  • Award

    Stock Option (Right to Buy)

    [F1]
    2026-04-30+241,935241,935 total
    Exercise: $0.89From: 2027-04-30Exp: 2036-04-30Class A Common Stock (241,935 underlying)
  • Award

    Stock Option (Right to Buy)

    [F2][F1]
    2026-04-30$0.62/sh+70,968$44,000312,903 total
    Exercise: $0.89From: 2027-04-30Exp: 2036-04-30Class A Common Stock (70,968 underlying)
Footnotes (2)
  • [F1]The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.
  • [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 their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.
Signature
/s/ Thomas Lynn, Attorney-in-Fact|2026-05-04

Documents

1 file
  • 4
    wk-form4_1777928634.xmlPrimary

    FORM 4