Nerdy CFO sells 2,355 shares to cover vesting taxes

The automatic sale covered tax withholding tied to the vesting of 8,334 restricted stock units.

Rhea-AI Filing Summary

Atul Madan Mohan Bagga, Nerdy Inc.'s Chief Financial Officer, had 2,355 Class A common shares automatically sold on October 16, 2026, at $5.98 per share through the issuer's sell-to-cover program. The sale satisfied tax withholding tied to vesting of 8,334 restricted stock units. The reported post-transaction amount was 95,215, described as 11,883 Class A shares and 83,332 restricted stock units. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 2,355 shares

Net Sell 1 txn

Insider Bagga Atul Madan Mohan

Role Chief Financial Officer

Sold 2,355 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	2,355	$5.98	$14K

Holdings After Transaction: Class A Common Stock — 95,215 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 8,334 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.
2. F2. Represents 11,883 shares of Class A Common Stock and 83,332 restricted stock units. On August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its common stock. The number of shares reported reflects the reverse stock split

Key Figures

Shares automatically sold: 2,355 shares Sale price: $5.98 per share Restricted stock units vested: 8,334 restricted stock units +2 more

5 metrics

Shares automatically sold 2,355 shares October 16, 2026

Sale price $5.98 per share October 16, 2026

Restricted stock units vested 8,334 restricted stock units Vesting tied to the tax-withholding sale

Class A shares after transaction 11,883 shares Post-transaction holdings described in the footnote

Restricted stock units after transaction 83,332 restricted stock units Post-transaction holdings described in the footnote

Key Terms

sell-to-cover program, restricted stock units, reverse stock split

3 terms

sell-to-cover program financial

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

restricted stock units financial

"vesting of 8,334 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.

reverse stock split financial

"the Issuer effected a 1-for-15 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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How many NRDY shares were automatically sold to cover taxes?

Atul Madan Mohan Bagga, Nerdy Inc.'s Chief Financial Officer, had 2,355 Class A common shares automatically sold on October 16, 2026, at $5.98 per share under the issuer's sell-to-cover program. The sale satisfied tax withholding tied to vesting of 8,334 restricted stock units. The reported post-transaction amount was 95,215, described as 11,883 Class A shares and 83,332 restricted stock units; no Rule 10b5-1 plan is reported.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/20/2026 - 06:20 PM EDT Accepted by SEC EDGAR 10/20/2026 - 06:20 PM EDT 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^*

Bagga Atul Madan Mohan

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026

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	10/16/2026		S		2,355	D(1)	$5.98	95,215(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 8,334 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

2. Represents 11,883 shares of Class A Common Stock and 83,332 restricted stock units. On August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its common stock. The number of shares reported reflects the reverse stock split

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	10/20/2026
	** 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)