Nerdy (NRDY) CFO Pello sells 30,609 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Nerdy Inc. Chief Financial Officer Jason H. Pello reported an open-market sale of 30,609 shares of Class A Common Stock at $0.90 per share. According to the footnotes, these shares were automatically sold under the company’s sell-to-cover program solely to pay federal and state taxes arising from the vesting of 67,641 restricted stock units. After this tax-related transaction, Pello holds 1,056,318 shares of Class A Common Stock and 1,484,308 restricted stock units.

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 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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		S		30,609	D	$0.9(1)	2,540,626(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 67,641 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 1,056,318 shares of Class A Common Stock and 1,484,308 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	03/18/2026
	** 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).
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 for Jason H. Pello?

Nerdy Inc. disclosed that CFO Jason H. Pello sold 30,609 shares of Class A Common Stock at $0.90 per share. The shares were sold automatically to cover taxes from recently vested restricted stock units.

Why did Nerdy Inc. CFO Jason H. Pello sell 30,609 NRDY shares?

The 30,609 shares were sold automatically to cover federal and state tax withholding obligations. These obligations arose from the vesting and settlement of 67,641 restricted stock units under Nerdy Inc.’s sell-to-cover program.

Was Jason H. Pello’s NRDY share sale a discretionary trade?

The sale was not a discretionary trade; it was executed automatically under Nerdy Inc.’s sell-to-cover program. The purpose was to satisfy tax withholding obligations tied to the vesting of restricted stock units, rather than to change his investment exposure.

How many Nerdy Inc. (NRDY) shares does CFO Jason H. Pello hold after this transaction?

After the transaction, Jason H. Pello holds 1,056,318 shares of Nerdy Inc. Class A Common Stock. He also holds 1,484,308 restricted stock units, which represent additional potential future shares subject to vesting conditions.

What equity compensation event triggered the tax-related share sale at Nerdy Inc.?

The sale was triggered by the vesting of 67,641 restricted stock units held by CFO Jason H. Pello. When these RSUs vested and settled, shares were automatically sold to cover associated federal and state tax withholding obligations.

Does the Nerdy Inc. Form 4 show any remaining derivative or option positions for Jason H. Pello?

The Form 4 derivative summary is empty, indicating no derivative security transactions reported in this filing. The equity positions disclosed consist of Class A Common Stock and restricted stock units following the RSU vesting and related tax-cover sale.