Nerdy (NRDY) CLO auto-sells 18,366 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Nerdy Inc.'s Chief Legal Officer, Christopher C. Swenson, reported an automatic tax-related share sale. On the transaction date, he sold 18,366 shares of Class A Common Stock in an open-market sale at $0.90 per share. According to the footnotes, this sale was executed under Nerdy’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 40,584 restricted stock units (RSUs). After this transaction, he holds a combined total of 2,004,376 Nerdy equity interests, consisting of 1,113,791 shares of Class A Common Stock and 890,585 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

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)
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		18,366	D(1)	$0.9	2,004,376(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 40,584 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 1,113,791 shares of Class A Common Stock and 890,585 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 (NRDY) report for Christopher C. Swenson?

Nerdy’s Chief Legal Officer, Christopher C. Swenson, reported selling 18,366 shares of Class A Common Stock at $0.90 per share. The transaction was an open-market sale linked to tax obligations from recently vested restricted stock units.

Was the NRDY insider sale by Christopher C. Swenson discretionary or tax-related?

The reported NRDY insider sale was tax-related, not discretionary. Footnotes state the 18,366 shares were automatically sold under Nerdy’s sell-to-cover program to satisfy federal and state tax withholding from vested and settled RSUs.

How many Nerdy (NRDY) shares did Christopher C. Swenson sell and at what price?

Christopher C. Swenson sold 18,366 shares of Nerdy Class A Common Stock at $0.90 per share. This open-market sale is disclosed as part of a tax withholding arrangement tied to restricted stock unit vesting.

What triggered the tax-related share sale for Nerdy (NRDY) insider Christopher C. Swenson?

The sale was triggered by the vesting of 40,584 restricted stock units. To cover associated federal and state tax withholding obligations, 18,366 shares were automatically sold under Nerdy’s sell-to-cover program, as described in the Form 4 footnotes.

What are Christopher C. Swenson’s Nerdy (NRDY) holdings after the reported transaction?

After the transaction, Christopher C. Swenson holds 2,004,376 Nerdy equity interests. This includes 1,113,791 shares of Class A Common Stock and 890,585 restricted stock units, as detailed in the filing’s holdings footnote.

What role does Christopher C. Swenson hold at Nerdy (NRDY) in this Form 4 filing?

In this Form 4 filing, Christopher C. Swenson is identified as Nerdy’s Chief Legal Officer. The reported transaction reflects his personal equity activity in Nerdy’s Class A Common Stock and related restricted stock units.