Nerdy CLO sells 22,796 shares to cover RSU taxes

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an automatic sale of 22,796 shares of Class A Common Stock at $0.80 per share.

Rhea-AI Filing Summary

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an automatic sale of 22,796 shares of Class A Common Stock at $0.80 per share. According to the footnotes, these shares were sold in the open market solely to cover federal and state taxes triggered by the vesting of 50,000 restricted stock units under the company’s sell-to-cover program.

After this tax-related transaction, Swenson’s reported holdings consist of 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units, for a total of 1,911,784 shares and units.

Insider Trade Summary

Net Seller: 22,796 shares

Net Sell 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Sold 22,796 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	22,796	$0.80	$18K

Holdings After Transaction: Class A Common Stock — 1,911,784 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 50,000 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. F2. Represents 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units.

Key Figures

Shares sold: 22,796 shares Sale price: $0.80 per share Post-transaction holdings: 1,911,784 shares and units +3 more

6 metrics

Shares sold 22,796 shares Open-market sale on May 18, 2026 to cover taxes

Sale price $0.80 per share Price for Class A Common Stock in the reported sale

Post-transaction holdings 1,911,784 shares and units Total shares and RSUs held after the transaction

Common shares held 1,221,199 shares Class A Common Stock held following the sale

Restricted stock units 690,585 RSUs Unsettled restricted stock units after the vesting event

RSUs vested 50,000 RSUs Vesting event that triggered tax sell-to-cover

Key Terms

restricted stock units, sell-to-cover program, Class A Common Stock, open market sale

4 terms

restricted stock units financial

"vesting of 50,000 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover program financial

"automatically sold pursuant to the Issuer's sell-to-cover program"

Class A Common Stock financial

"Represents 1,221,199 shares of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

open market sale financial

"Open market sale of shares to cover taxes due"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Nerdy Inc. (NRDY) report for Christopher C. Swenson?

Nerdy Inc. reported that Chief Legal Officer Christopher C. Swenson sold 22,796 shares of Class A Common Stock at $0.80 per share. The shares were sold automatically to cover taxes from the vesting of 50,000 restricted stock units under the company’s sell-to-cover program.

Was the NRDY insider sale by Christopher C. Swenson a discretionary trade or tax-related?

The sale was tax-related, not a discretionary trade. All 22,796 shares were automatically sold under Nerdy Inc.’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 50,000 restricted stock units.

How many Nerdy Inc. (NRDY) shares did Christopher C. Swenson hold after the reported transaction?

Following the transaction, Christopher C. Swenson’s reported position totaled 1,911,784 shares and units. This includes 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units as disclosed in the Form 4 footnotes.

What price was received in the Nerdy Inc. (NRDY) insider sale on May 18, 2026?

The reported sale price was $0.80 per share for Nerdy Inc. Class A Common Stock. At this price, the automatic sale of 22,796 shares generated proceeds associated with covering tax withholding obligations from the vesting of restricted stock units.

What triggered the sell-to-cover transaction for Nerdy Inc. (NRDY) Chief Legal Officer?

The transaction was triggered by the vesting and settlement of 50,000 restricted stock units held by Christopher C. Swenson. To cover resulting federal and state tax withholding obligations, 22,796 shares were automatically sold through Nerdy Inc.’s established sell-to-cover program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 04:18 PM Learn about SEC filing dates

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
Estimated average burden
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^*

Swenson Christopher C.

(Last) (First) (Middle)

8001 FORSYTH BLVD., SUITE 1050

(Street)

ST. LOUIS MISSOURI 63105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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

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

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

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	05/18/2026		S		22,796	D(1)	$0.8	1,911,784(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 50,000 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 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)