[Form 4] Nerdy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reported an insider transaction by its Chief Financial Officer on a Form 4. On 11/17/2025, the CFO sold 43,969 shares of Class A common stock in an open market transaction at a price of $0.84 per share. According to the explanation, these shares were sold automatically under the company’s sell-to-cover program to pay federal and state taxes triggered by the vesting of 96,687 restricted stock units (RSUs), rather than as a discretionary sale.

After this transaction, the CFO beneficially owns a total of 1,803,055 Class A-related interests, consisting of 1,086,779 shares of Class A common stock and 716,276 RSUs. The filing indicates the ownership is held directly and reflects both currently owned shares and equity awards that may convert into shares over time.

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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hours per response:			0.5

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^*

Pello Jason H.

(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 Financial 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		43,969(1)	D	$0.84	1,803,055(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 96,687 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 1,086,779 shares of Class A Common Stock and 716,276 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) report on this Form 4?

Nerdy Inc. reported that its Chief Financial Officer sold 43,969 shares of Class A common stock on 11/17/2025 in an open market transaction at $0.84 per share.

Why did the Nerdy Inc. (NRDY) CFO sell 43,969 shares?

The filing explains that the 43,969 shares were sold in the open market to cover taxes due from the vesting of 96,687 restricted stock units, pursuant to Nerdy Inc.’s sell-to-cover program.

How many Nerdy Inc. (NRDY) shares does the CFO beneficially own after this transaction?

Following the reported sale, the CFO beneficially owns 1,803,055 Class A-related interests, consisting of 1,086,779 shares of Class A common stock and 716,276 restricted stock units, held directly.

What is the role of the reporting person in Nerdy Inc. (NRDY)?

The reporting person on this Form 4 is an officer of Nerdy Inc., serving as the company’s Chief Financial Officer, and is required to report changes in beneficial ownership of company equity.

Was this Nerdy Inc. (NRDY) insider sale part of a discretionary trading plan?

The explanation states that all shares reported as disposed of were automatically sold under the issuer’s sell-to-cover program to satisfy tax withholding obligations from RSU vesting, indicating a tax-related administrative sale.

What triggered the tax obligation for the Nerdy Inc. (NRDY) CFO?

The tax obligation arose from the vesting and settlement of 96,687 restricted stock units, which led to the automatic open market sale of 43,969 shares to cover federal and state tax withholding.