Nerdy (NYSE: NRDY) CLO offloads shares to pay RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an open-market sale of 69,796 shares of Class A Common Stock at $0.93 per share. According to the disclosure, all shares were automatically sold under the company’s sell-to-cover program to satisfy federal and state tax withholding on the vesting of 150,000 restricted stock units. After these transactions, Swenson’s position consists of 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units, indicating this was a tax-related liquidity event rather than a discretionary reduction of his overall equity stake.

Insider Trade Summary

Net Seller: 69,796 shares ($64,910)

Net Sell 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Sold 69,796 shs ($65K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	69,796	$0.93	$65K

Holdings After Transaction: Class A Common Stock — 1,934,580 shares (Direct, null)

Footnotes (1)

Open market sale of shares to cover taxes due as a result of the vesting of 150,000 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 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units.

Key Figures

Shares sold: 69,796 shares Sale price: $0.93 per share RSUs vested: 150,000 restricted stock units +3 more

6 metrics

Shares sold 69,796 shares Open-market sale on 2026-04-16 to cover RSU taxes

Sale price $0.93 per share Price for Class A Common Stock in tax-related sale

RSUs vested 150,000 restricted stock units Vesting event that triggered tax withholding sale

Shares held after 1,193,995 shares Class A Common Stock directly held post-transaction

RSUs outstanding 740,585 restricted stock units Unsettled RSUs held after the vesting and sale

Total equity-linked units 1,934,580 units Sum of shares and RSUs following transaction

Key Terms

restricted stock units, sell-to-cover program, tax withholding obligations

3 terms

restricted stock units financial

"as a result of the vesting of 150,000 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"

tax withholding obligations financial

"to satisfy federal and state tax withholding obligations of the Reporting Person"

Form 4 Insider Transactions: What Each Field Means →

04/20/2026 - 06:31 PM

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)
04/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/16/2026		S		69,796	D⁽¹⁾	$0.93	1,934,580⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Open market sale of shares to cover taxes due as a result of the vesting of 150,000 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 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	04/20/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Nerdy disclosed that Chief Legal Officer Christopher C. Swenson sold 69,796 Class A Common shares at $0.93 per share. The sale was an automatic transaction tied to tax withholding on recently vested restricted stock units, not a discretionary open-market liquidation.

Why did Nerdy (NRDY) CLO Christopher C. Swenson sell 69,796 shares?

The 69,796 shares were sold automatically to cover federal and state taxes triggered by the vesting of 150,000 restricted stock units. Nerdy’s sell-to-cover program handled the transaction to satisfy withholding obligations rather than a voluntary decision to reduce his equity exposure.

How many Nerdy (NRDY) shares and RSUs does Christopher C. Swenson hold after this Form 4?

Following the tax-related sale, Christopher C. Swenson holds 1,193,995 shares of Nerdy Class A Common Stock and 740,585 restricted stock units. Together these positions total 1,934,580 equity-linked units, reflecting a substantial ongoing stake in the company after the withholding transaction.

What is a sell-to-cover program as used by Nerdy (NRDY) for RSU vesting?

A sell-to-cover program automatically sells a portion of vested shares to pay required tax withholding. In this case, Nerdy’s program sold 69,796 shares when 150,000 restricted stock units vested for its Chief Legal Officer, using sale proceeds to satisfy federal and state tax obligations.

Was the Nerdy (NRDY) insider sale by Christopher C. Swenson a discretionary market trade?

The filing states the shares were automatically sold through Nerdy’s sell-to-cover program to satisfy tax withholding on RSU vesting. This indicates a mechanistic, tax-driven transaction rather than a discretionary open-market decision to change his overall investment in the company.