NRDY Form 4: CFO Jason Pello Executes Sell-to-Cover Transaction

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) – Form 4 insider transaction

CFO Jason H. Pello reported an automatic open-market sale of 29,530 Class A shares on 06/16/2025 at $1.61 per share. The disposition was executed under the company’s sell-to-cover program to satisfy federal and state tax withholding arising from the vesting of 67,641 restricted stock units (RSUs). Following the transaction, Pello continues to beneficially own 1,930,604 shares, comprised of 932,690 Class A shares and 997,914 RSUs. The filing indicates no discretionary selling activity and does not alter Pello’s executive status as Chief Financial Officer.

Positive

• CFO retains a substantial stake of 1,930,604 shares, which maintains strong management-shareholder alignment.
• Sale executed under a predefined sell-to-cover program, signalling compliance with best-practice insider-trading safeguards.

Negative

• Insider sale of 29,530 shares may be viewed cautiously by some investors despite its tax-related nature.

Insights

Securities Analyst

TL;DR: Tax-related sale; negligible dilution; neutral signal.

The Form 4 shows a routine tax-withholding sale representing roughly 1.5% of the CFO’s total reported holdings. Because the shares were sold automatically under a sell-to-cover program, the transaction carries limited informational content regarding management’s view of Nerdy’s valuation. Post-sale ownership of nearly 2 million shares maintains strong alignment between the CFO and shareholders. From a capital-markets perspective, the small volume and clear purpose suggest minimal impact on supply-demand dynamics or investor sentiment.

Corporate Governance Expert

TL;DR: Governance-friendly disclosure; insider still highly invested.

The filing adheres to Section 16 requirements and explicitly cites Rule 10b5-1 compliant, sell-to-cover mechanics, reflecting good governance practices. The CFO’s ongoing substantial stake underscores commitment to the firm. While any insider sale can be perceived negatively, the limited size and tax rationale mitigate concern. Overall governance risk remains unchanged.

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).

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^*

Pello Jason H.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S		29,530(1)	D	$1.61	1,930,604(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 67,641 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 932,690 shares of Class A Common Stock and 997,914 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	06/18/2025
	** 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

Why did Nerdy Inc. CFO Jason Pello sell shares on 06/16/2025?

The sale covered federal and state taxes due from the vesting of 67,641 RSUs, as noted in the Form 4 explanation.

How many Nerdy (NRDY) shares were sold in the reported transaction?

29,530 Class A common shares were disposed of on 06/16/2025.

What is the CFO’s remaining ownership in Nerdy Inc. after the sale?

Jason Pello now beneficially owns 1,930,604 shares, including 932,690 common shares and 997,914 RSUs.

Was the insider sale linked to a Rule 10b5-1 plan?

Yes. The filing states the transaction was executed automatically under the issuer’s sell-to-cover program, satisfying Rule 10b5-1(c) conditions.

Does this Form 4 filing indicate any change in the CFO’s role at Nerdy?

No. Jason Pello remains Chief Financial Officer; the filing only reports an ownership change.