Nerdy Inc. (NRDY) COO sells shares to cover taxes from 50,000 RSUs

Rhea-AI Filing Summary

Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported an open-market sale of 18,457 shares of Class A Common Stock on January 16, 2026 at $1.01 per share. According to the disclosure, these shares were automatically sold under the company’s sell-to-cover program to pay federal and state taxes triggered by the vesting and settlement of 50,000 restricted stock units (RSUs).

After this tax-related sale, Paszterko beneficially owns 581,543 shares, consisting of 31,543 shares of Class A Common Stock and 550,000 RSUs.

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

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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^*

Paszterko John Andrew

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		S		18,457	D	$1.01(1)	581,543(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 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 31,543 shares of Class A Common Stock and 550,000 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	01/20/2026
	** 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.

FAQ

Who is the insider involved in this Nerdy Inc. (NRDY) Form 4 filing?

The filing reports transactions by John Andrew Paszterko, who serves as Chief Operating Officer of Nerdy Inc..

How many Nerdy Inc. (NRDY) shares did the COO sell and at what price?

The Chief Operating Officer sold 18,457 shares of Class A Common Stock at a price of $1.01 per share on January 16, 2026.

Why did the Nerdy Inc. (NRDY) COO sell 18,457 shares?

The sale was an open market transaction executed to cover taxes due from the vesting of 50,000 restricted stock units, under the issuer’s sell-to-cover program for tax withholding.

How many Nerdy Inc. (NRDY) shares does the COO own after this transaction?

Following the reported transaction, the COO beneficially owns 581,543 shares, made up of 31,543 shares of Class A Common Stock and 550,000 restricted stock units.

Is the Nerdy Inc. (NRDY) COO’s ownership direct or through another entity?

The Form 4 lists the ownership form as direct (D), with no separate entity or indirect ownership structure disclosed in the provided content.

What triggered the tax obligation leading to the Nerdy Inc. (NRDY) share sale?

The tax obligation arose from the vesting and settlement of 50,000 RSUs, and all shares sold were used to satisfy federal and state tax withholding requirements.