Nerdy (NRDY) CFO Jason Pello Reports Sell-to-Cover Sale of 30,714 Shares

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) insider Form 4: Chief Financial Officer Jason H. Pello reported an open-market sale of 30,714 shares of Class A Common Stock on 09/16/2025 at $1.27 per share. The filing states the sale was 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 67,640 restricted stock units. After the reported disposition, the reporting person beneficially owned 1,847,024 securities, consisting of 1,034,061 shares of Class A Common Stock and 812,963 restricted stock units. The Form 4 was signed by attorney-in-fact Thomas Lynn on 09/18/2025.

Positive

• Transparent disclosure of the sale reason as a sell-to-cover transaction for RSU tax withholding
• Detailed post-transaction ownership provided: 1,034,061 Class A shares and 812,963 RSUs

Negative

• Insider disposition of 30,714 shares was reported, which reduces the reporting person's direct share count

Insights

Financial Analyst

TL;DR: Routine tax-related insider sale; limited market impact.

The transaction is described as a sell-to-cover triggered by RSU vesting rather than a discretionary sale for liquidity or portfolio rebalancing. The amount sold, 30,714 shares at $1.27, appears solely to meet tax withholding, and the reporting person retains a substantial combined position of 1,847,024 securities including 812,963 unvested RSUs. From an investor perspective this is a routine administrative action and does not by itself signal a change in executive ownership policy or a shift in control.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 reporting; disclosure is timely and clear.

The Form 4 clearly identifies the relationship (CFO), the reason for disposition (sell-to-cover for taxes on 67,640 vested RSUs), and the post-transaction beneficial ownership. The use of an attorney-in-fact signature is noted and dated 09/18/2025. This level of disclosure aligns with standard governance and insider reporting practices and supports transparency around executive compensation settlement events.

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

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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).

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)
09/16/2025

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	09/16/2025		S		30,714(1)	D	$1.27	1,847,024(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 67,640 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 1,034,061 shares of Class A Common Stock and 812,963 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	09/18/2025
	** 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 did NRDY CFO Jason H. Pello sell on the Form 4?

He sold 30,714 shares of Class A Common Stock on 09/16/2025 at $1.27 per share.

Why were the shares sold according to the Form 4?

The filing states the shares were sold under the issuer's sell-to-cover program to satisfy federal and state tax withholding from the vesting of 67,640 RSUs.

What is Jason H. Pello's beneficial ownership after the reported transaction?

The Form 4 reports 1,847,024 total beneficially owned securities, comprising 1,034,061 Class A shares and 812,963 restricted stock units.

When was the Form 4 signed and by whom?

The Form 4 bears the signature of attorney-in-fact Thomas Lynn dated 09/18/2025.

Was this an individual filing or part of a group?

The filing indicates it was by one reporting person (individual filing).