Nerdy (NRDY) CFO granted 1M RSUs, auto-sells stock to pay taxes

Rhea-AI Filing Summary

Nerdy Inc. Chief Financial Officer Jason H. Pello reported two equity transactions in Class A common stock. He received a grant of 1,000,000 restricted stock units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan, with each RSU representing one share of Class A common stock. These RSUs vest in three equal parts: one-third during the months ending July 15, 2026, one-third during the twelve months ending July 15, 2027, and one-third during the twelve months ending July 15, 2028. He also completed an open-market sale of 49,814 shares at $0.97 per share to cover taxes arising from the vesting of 96,686 RSUs under the company’s sell-to-cover program. Following these transactions, he holds 1,094,286 shares of Class A common stock and 1,551,949 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^*

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)
02/15/2026

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	02/15/2026		A		1,000,000(1)	A	$0	2,696,049	D
Class A Common Stock	02/17/2026		S		49,814(2)	D	$0.97	2,646,235(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. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2026, one-third at various points during the twelve months ending July 15, 2027, and one-third at various points during the twelve months ending July 15, 2028.

2. Open market sale of shares to cover taxes due as a result of the vesting of 96,686 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.

3. Represents 1,094,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	02/18/2026
	** 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).
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FAQ

What insider transactions did Nerdy (NRDY) CFO Jason H. Pello report?

Jason H. Pello reported receiving 1,000,000 restricted stock units and selling 49,814 Class A shares. The sale was used to cover tax withholding from the vesting of previously granted RSUs under Nerdy’s equity plan.

How many RSUs did the Nerdy (NRDY) CFO receive in this Form 4 filing?

The CFO was granted 1,000,000 restricted stock units (RSUs). Each RSU represents the right to receive one share of Nerdy’s Class A common stock, subject to a multi-year vesting schedule tied to dates through July 15, 2028.

Why did the Nerdy (NRDY) CFO sell 49,814 shares of Class A common stock?

The 49,814 shares were sold in the open market to cover federal and state taxes. The taxes arose from the vesting and settlement of 96,686 restricted stock units through Nerdy’s automatic sell-to-cover tax withholding program.

What is the vesting schedule for the Nerdy (NRDY) CFO’s 1,000,000 RSU grant?

The 1,000,000 RSUs vest in three equal installments over several years. One-third vests by July 15, 2026, another third over the twelve months ending July 15, 2027, and the final third over the twelve months ending July 15, 2028.

What are the Nerdy (NRDY) CFO’s holdings after these Form 4 transactions?

After the reported transactions, the CFO holds 1,094,286 shares of Nerdy Class A common stock and 1,551,949 restricted stock units. These combined holdings reflect both currently owned shares and stock units subject to future vesting.

At what price were the Nerdy (NRDY) CFO’s shares sold to cover taxes?

The 49,814 Nerdy Class A shares were sold at $0.97 per share. The transaction was described as an open-market sale conducted under the company’s sell-to-cover program for RSU-related tax withholding obligations.