[144] Nerdy Inc. SEC Filing

Rhea-AI Filing Summary

Nerdy insider plans additional stock sale under Rule 144. A holder of Nerdy Class A common stock has filed to sell 35,000 shares through Merrill Lynch on the NYSE, with an aggregate market value of 45,761 and 122,938,630 shares outstanding. The shares to be sold were acquired as stock-based compensation through RSU vesting on 09/15/2023 and 08/15/2023.

Over the past three months, the same seller, Christopher Swenson, has already sold 28,810 Nerdy Class A common shares on 11/17/2025 for gross proceeds of 24,200.4 and 19,204 shares on 12/16/2025 for gross proceeds of 23,044.8. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about Nerdy’s current or prospective operations.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 7676 Forsyth Blvd. St Louis MO 63105	35000	45761	122938630	12/22/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/15/2023	stock based compensation RSU vesting	Christopher Swenson			33158	09/15/2023	Compensation
Common	08/15/2023	stock based compensation RSU vesting	Christopher Swenson			1842	08/15/2023	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Christopher Swenson 8001 Forsyth Blvd Ste 1050 St. Louis MO 63105	Nerdy Class A Common Stock	11/17/2025	28810	24200.4
Christopher Swenson 8001 Forsyth Blvd Ste 1050 St. Louis MO 63105	Nerdy Class A Common Stock	12/16/2025	19204	23044.8

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filing for Nerdy (NRDY) disclose?

The filing discloses that a shareholder intends to sell 35,000 shares of Nerdy Class A common stock on the NYSE through Merrill Lynch under Rule 144. It lists the planned sale’s aggregate market value as 45,761 and notes that 122,938,630 Nerdy shares are outstanding.

Who is selling Nerdy (NRDY) shares and how were they acquired?

The seller is Christopher Swenson. The shares being sold were acquired as stock-based compensation through RSU vesting in two transactions dated 09/15/2023 (33,158 shares) and 08/15/2023 (1,842 shares), both recorded as compensation.

How many Nerdy (NRDY) shares has the insider sold in the past three months?

Over the past three months, Christopher Swenson sold 28,810 Nerdy Class A common shares on 11/17/2025 for gross proceeds of 24,200.4 and 19,204 shares on 12/16/2025 for gross proceeds of 23,044.8.

On which exchange and through which broker will the Nerdy (NRDY) shares be sold?

The planned 35,000-share sale of Nerdy Class A common stock is to be executed on the NYSE through Merrill Lynch, located at 7676 Forsyth Blvd., St. Louis, MO 63105.

What representation does the seller make in this Nerdy (NRDY) Form 144?

By signing the notice, the seller represents that they do not know any material adverse information about Nerdy’s current or prospective operations that has not been publicly disclosed. This representation also applies as of the date of any written trading plan or instruction relied on under Rule 10b5-1, if applicable.

How many Nerdy (NRDY) shares are outstanding according to this filing?

The Form 144 states that the number of Nerdy shares outstanding is 122,938,630. This figure provides context for the size of the planned 35,000-share sale.