Nerdy (NRDY) chief legal officer sells 35,000 Class A shares

Rhea-AI Filing Summary

Nerdy Inc.'s Chief Legal Officer reported a sale of company stock. On 12/22/2025, the officer sold 35,000 shares of Nerdy Inc. Class A Common Stock in an open market transaction coded "S" (sale) at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.21 to $1.37.

After this transaction, the officer beneficially owns a total of 1,455,383 shares, consisting of 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units. The filing states that the shares were not sold as a result of any disagreement with the company and that the officer remains in his role at Nerdy Inc.

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).

X

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)
12/22/2025

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	12/22/2025		S		35,000	D(1)	$1.33(2)	1,455,383(3)	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. The shares were not sold as a result of any disagreement with the Company, and Mr. Swenson remains an officer of the Company.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.21 to $1.37, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

3. Represents 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	12/29/2025
	** 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 (NRDY) report in this Form 4?

The Chief Legal Officer of Nerdy Inc. reported selling 35,000 shares of Class A Common Stock on 12/22/2025 in a transaction coded as a sale.

At what price were the Nerdy (NRDY) shares sold by the officer?

The shares were sold at a weighted average price of $1.33 per share, with individual trades executed between $1.21 and $1.37 per share.

How many Nerdy (NRDY) shares does the officer own after the sale?

Following the reported transaction, the officer beneficially owns 1,455,383 shares in total, including 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units.

Did the insider sale at Nerdy (NRDY) relate to a dispute with the company?

No. The filing states that the shares were not sold as a result of any disagreement with the company, and the officer remains an officer of Nerdy Inc.

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

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

Is the Nerdy (NRDY) Form 4 filed by a single reporting person?

Yes. The Form 4 indicates it is filed by one reporting person, not a group filing.