Nerdy (NRDY) CFO trims stake with 75,000-share stock sale

Rhea-AI Filing Summary

Nerdy Inc. Chief Financial Officer Jason H. Pello reported an open-market sale of 75,000 shares of Class A Common Stock at a weighted average price of $0.92 per share, with individual trade prices ranging from $0.86 to $0.97.

After this transaction, he holds 2,571,235 equity interests, including 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units. The company notes that the sale was not due to any disagreement and that Mr. Pello remains an officer.

Insights

Equity compensation and insider-trading analyst

CFO’s sale is relatively small versus his remaining Nerdy equity stake.

Nerdy Inc. Chief Financial Officer Jason H. Pello sold 75,000 shares of Class A Common Stock in an open-market transaction at a weighted average price of $0.92 per share, with trades ranging from $0.86 to $0.97.

Following the sale, he retains 2,571,235 equity interests, consisting of 1,019,286 shares and 1,551,949 restricted stock units. The sold amount is a small fraction of this position, suggesting a routine liquidity move rather than a major change in exposure.

The company specifies that the sale did not result from any disagreement and that Pello continues in his officer role. Subsequent company disclosures may provide more context if his ownership or role changes further.

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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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).

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^*

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)
03/10/2026

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	03/10/2026		S		75,000(1)	D	$0.92(2)	2,571,235(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. Pello 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 $0.86 to $0.97, 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 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	03/12/2026
	** 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

What insider transaction did Nerdy (NRDY) disclose for CFO Jason H. Pello?

Nerdy’s CFO Jason H. Pello sold 75,000 shares of Class A Common Stock in an open-market transaction at a weighted average price of $0.92 per share, with individual trades executed between $0.86 and $0.97 per share.

How many Nerdy (NRDY) shares does the CFO hold after the reported sale?

After the transaction, Nerdy CFO Jason H. Pello holds a total of 2,571,235 equity interests, comprising 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units, according to the ownership details provided in the disclosure footnotes.

Was the Nerdy (NRDY) CFO’s share sale linked to a disagreement with the company?

No. The disclosure explicitly states the shares were not sold as a result of any disagreement with Nerdy Inc., and it confirms that Jason H. Pello continues to serve as an officer of the company following the transaction.

At what prices did the Nerdy (NRDY) CFO’s 75,000-share sale occur?

The weighted average sale price was $0.92 per share. The filing notes that the 75,000 shares were sold in multiple transactions at prices ranging from $0.86 to $0.97 per share, and detailed trade data is available upon request.

What portion of Nerdy (NRDY) CFO Jason H. Pello’s stake was sold in this transaction?

He sold 75,000 shares while retaining 2,571,235 equity interests, including common shares and restricted stock units. This indicates the sale represents only a small part of his overall Nerdy-related holdings as reported in the disclosure.