Nerdy legal chief Christopher C. Swenson sells 3,330 shares

The reported 3,330-share sale was an automatic tax-withholding transaction linked to vesting and settlement of 6,668 restricted stock units.

Rhea-AI Filing Summary

Nerdy Inc. Chief Legal Officer Christopher C. Swenson sold 3,330 shares of Class A common stock at $5.98 per share on October 16, 2026. The shares were automatically sold through the issuer’s sell-to-cover program to meet tax withholding obligations from the vesting and settlement of 6,668 restricted stock units; no Rule 10b5-1 plan is reported. After the transaction, his reported position comprised 89,524 shares of Class A common stock and 69,996 restricted stock units.

Insider Trade Summary

Net Seller: 3,330 shares

Net Sell 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Sold 3,330 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	3,330	$5.98	$20K

Holdings After Transaction: Class A Common Stock — 159,520 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 6,668 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.
2. F2. Represents 89,524 shares of Class A Common Stock and 69,996 restricted stock units.

Key Figures

Class A common stock sold: 3,330 shares Sale price: $5.98 per share Restricted stock units vested: 6,668 restricted stock units +2 more

5 metrics

Class A common stock sold 3,330 shares October 16, 2026

Sale price $5.98 per share October 16, 2026

Restricted stock units vested 6,668 restricted stock units Vesting and settlement associated with the tax-withholding sale

Class A common stock held after transaction 89,524 shares Reported position after the October 16, 2026 transaction

Restricted stock units held after transaction 69,996 restricted stock units Reported position after the October 16, 2026 transaction

Key Terms

sell-to-cover program, restricted stock units, tax withholding obligations

3 terms

sell-to-cover program financial

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

restricted stock units financial

"vesting of 6,668 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.

tax withholding obligations financial

"to satisfy tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NRDY shares did Christopher C. Swenson sell, and at what price?

Christopher C. Swenson, Nerdy Inc.’s Chief Legal Officer, sold 3,330 shares of Class A common stock at $5.98 per share on October 16, 2026. The shares were automatically sold through the issuer’s sell-to-cover program to satisfy tax withholding obligations from vesting and settlement of 6,668 restricted stock units.

What did Christopher C. Swenson hold after the NRDY sale?

After the sale, his reported position comprised 89,524 shares of Class A common stock and 69,996 restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/20/2026 - 06:13 PM EDT Accepted by SEC EDGAR 10/20/2026 - 06:13 PM EDT Learn about SEC filing dates

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^*

Swenson Christopher C.

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026

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	10/16/2026		S		3,330	D(1)	$5.98	159,520(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 6,668 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

2. Represents 89,524 shares of Class A Common Stock and 69,996 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	10/20/2026
	** 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)