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Nerdy (NRDY) CLO auto-sells 22,796 shares to cover taxes after RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
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, null)
Footnotes (1)
  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. Represents 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units.
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
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/18/2026S22,796D(1)$0.81,911,784(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact05/20/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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.

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.