[Form 4] Nerdy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reported an insider transaction by its Chief Legal Officer. On 11/17/2025, the officer sold 28,810 shares of Class A Common Stock at $0.84 per share in an open-market transaction. The company explains this was a sale to cover taxes triggered by the vesting of 63,353 restricted stock units (RSUs) under Nerdy’s sell-to-cover program, which automatically sells enough shares to satisfy federal and state withholding obligations.

After this transaction, the officer beneficially owns 1,509,587 Nerdy Class A shares and RSUs, consisting of 1,074,480 shares of Class A Common Stock and 435,107 RSUs. This filing reflects a routine tax-related sale rather than a discretionary reduction of the overall equity position.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swenson Christopher C.

(Last) (First) (Middle)

8001 FORSYTH BLVD., SUITE 1050

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ NRDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/17/2025		S		28,810	D	$0.84(1)	1,509,587(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Open market sale of shares to cover taxes due as a result of the vesting of 63,353 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

2. Represents 1,074,480 shares of Class A Common Stock and 435,107 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Nerdy Inc. (NRDY) disclose in this Form 4?

Nerdy Inc. disclosed that its Chief Legal Officer sold 28,810 shares of Class A Common Stock on 11/17/2025 at a price of $0.84 per share.

Why did the Nerdy (NRDY) officer sell 28,810 shares?

The shares were sold to cover taxes due from the vesting of 63,353 restricted stock units (RSUs), under the company’s automatic sell-to-cover program for tax withholding.

How many Nerdy (NRDY) shares and RSUs does the insider own after the sale?

Following the transaction, the officer beneficially owns 1,509,587 Nerdy equity interests, including 1,074,480 Class A Common shares and 435,107 RSUs.

Is the Nerdy (NRDY) Form 4 transaction a discretionary sale?

The filing states that all shares reported as disposed of were automatically sold under Nerdy’s sell-to-cover program to satisfy tax withholding from RSU vesting.

What position does the reporting person hold at Nerdy Inc. (NRDY)?

The reporting person is an officer of Nerdy Inc., serving as the company’s Chief Legal Officer.

Does this Nerdy (NRDY) Form 4 involve derivative securities?

The provided table for derivative securities does not show any derivative transactions reported for this filing; the reported activity relates to Class A Common Stock and RSUs.