[Form 4] Nerdy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported an open-market sale of 31,788 shares of Class A Common Stock at $0.93 per share. According to the footnotes, these shares were automatically sold under the company’s sell-to-cover program to pay federal and state taxes from the vesting of 100,000 restricted stock units. After this tax-related sale, he holds 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.

Insider Trade Summary

Net Seller: 31,788 shares ($29,563)

Net Sell 1 txn

Insider Paszterko John Andrew

Role Chief Operating Officer

Sold 31,788 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	31,788	$0.93	$30K

Holdings After Transaction: Class A Common Stock — 1,149,755 shares (Direct, null)

Footnotes (1)

1. Open market sale of shares to cover taxes due as a result of the vesting of 100,000 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. Represents 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.

Key Figures

Shares sold: 31,788 shares Sale price per share: $0.93 per share Common shares after transaction: 99,755 shares +2 more

5 metrics

Shares sold 31,788 shares Open-market sale on April 16, 2026

Sale price per share $0.93 per share Class A Common Stock sale

Common shares after transaction 99,755 shares Class A Common Stock held post-transaction

Restricted stock units held 1,050,000 RSUs RSU holdings after vesting and sell-to-cover

RSUs vested triggering sale 100,000 RSUs Vesting caused tax sell-to-cover transaction

Key Terms

restricted stock units, sell-to-cover program, tax withholding obligations, Class A Common Stock, +1 more

5 terms

restricted stock units financial

"vesting of 100,000 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover program financial

"automatically sold pursuant to the Issuer's sell-to-cover program"

tax withholding obligations financial

"to satisfy federal and state tax withholding obligations"

Class A Common Stock financial

"Represents 99,755 shares of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

open-market sale financial

"Open market sale of shares to cover taxes"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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^*

Paszterko John Andrew

(Last) (First) (Middle)

8001 FORSYTH BLVD, SUITE 1050

(Street)

ST LOUIS MISSOURI 63105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/16/2026		S		31,788	D(1)	$0.93	1,149,755(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 100,000 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 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	04/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Nerdy Inc. (NRDY) disclose in this Form 4?

Nerdy Inc. disclosed that Chief Operating Officer John Andrew Paszterko sold 31,788 shares of Class A Common Stock at $0.93 per share. The filing classifies this as an open-market sale tied to tax obligations from vested restricted stock units.

Why did Nerdy Inc. (NRDY) COO John Paszterko sell 31,788 shares?

The 31,788 shares were sold automatically to cover taxes due on the vesting of 100,000 restricted stock units. The company’s sell-to-cover program handled the transaction to satisfy federal and state tax withholding obligations for the reporting officer.

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

After the transaction, John Andrew Paszterko holds 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units. These figures reflect his direct equity stake and unvested equity awards following the tax-related sale reported in the Form 4.

Was the Nerdy Inc. (NRDY) insider sale a discretionary trade or automatic?

The sale was automatic under Nerdy Inc.’s sell-to-cover program. Shares were sold solely to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 100,000 restricted stock units granted to the Chief Operating Officer.

What price was received for the Nerdy Inc. (NRDY) shares sold by the COO?

The 31,788 shares of Nerdy Inc. Class A Common Stock were sold at $0.93 per share. This open-market price is disclosed explicitly in the Form 4 and applies to the tax-related sell-to-cover transaction completed on April 16, 2026.