Nerdy (NRDY) CFO Reports Sell-to-Cover of 52,866 Shares on Form 4

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) Chief Financial Officer Jason H. Pello reported a sale of 52,866 shares of Class A common stock on 08/18/2025. The filing states the sale was an open-market disposition executed automatically under the issuer's sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 117,311 restricted stock units (RSUs). After the transaction, the reporting person beneficially owns 1,877,738 shares equivalent, comprised of 997,135 Class A common shares and 880,603 unvested RSUs. The Form 4 was signed by an attorney-in-fact, Thomas Lynn, on 08/20/2025.

Positive

• Clear disclosure of the transaction date, reason (tax withholding), and mechanism (sell-to-cover program)
• Substantial retained ownership after the sale: 997,135 Class A shares and 880,603 RSUs (1,877,738 total)
• Filed and signed by authorized representative (attorney-in-fact), indicating procedural compliance

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover by the CFO following RSU vesting; does not indicate a discretionary cash-out.

The Form 4 documents a non-discretionary open-market sale of 52,866 shares executed to satisfy tax withholding on 117,311 vested RSUs. This is a common administrative transaction following equity compensation settlement and is described as automatic under the issuer's sell-to-cover program. Beneficial ownership remains substantial at 1,877,738 shares equivalent, indicating continued alignment with shareholders through retained Class A shares and outstanding RSUs. No additional purchases, option exercises, or unusual timing are disclosed.

Corporate Governance Expert

TL;DR: Disclosure is standard and transparent; transaction was processed under issuer-administered procedures.

The filing clearly identifies the reporting person as the CFO and explains the nature of the disposition as settlement-related tax withholding via the company’s sell-to-cover program. The filing includes post-transaction beneficial ownership breakdown and is signed by an authorized attorney-in-fact, satisfying procedural requirements. There are no indications of policy deviations or related-party transfers in this record.

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^*

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)
08/18/2025

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	08/18/2025		S		52,866(1)	D	$1.27	1,877,738(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 117,311 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 997,135 shares of Class A Common Stock and 880,603 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	08/20/2025
	** 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 transaction did NRDY CFO Jason Pello report on Form 4?

He reported an open-market sale of 52,866 Class A shares on 08/18/2025 to cover taxes from vested RSUs.

Why were the shares sold in the Form 4 for NRDY?

The filing states the shares were sold automatically under the issuer's sell-to-cover program to satisfy federal and state tax withholding on the vesting of 117,311 RSUs.

How many NRDY shares does the reporting person own after the transaction?

Following the reported transaction, the reporting person beneficially owns a total of 1,877,738 shares equivalent: 997,135 Class A shares and 880,603 RSUs.

When was the Form 4 for NRDY signed and by whom?

The Form 4 was signed on 08/20/2025 by Thomas Lynn, attorney-in-fact for the reporting person.

Does the Form 4 show any purchases or option exercises by the reporting person?

No. The Form 4 shows only a disposition of 52,866 shares; there are no purchases or derivative exercises reported.