Nerdy CAO sells shares to cover RSU taxes

Nerdy Inc. Chief Accounting Officer Kyle Callaway reported an automatic sale of 13,377 shares of Class A Common Stock on July 16, 2026 at $0.83 per share.

Accepted by SEC EDGAR 07/20/2026 - 09:09 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nerdy Inc. Chief Accounting Officer Kyle Callaway reported an automatic sale of 13,377 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. The shares were sold under a sell-to-cover program to satisfy taxes from the vesting of 29,453 restricted stock units. Following this transaction, Callaway holds 257,090 shares of Class A Common Stock and 230,030 restricted stock units.

Insider Trade Summary

Net Seller: 13,377 shares

Net Sell 1 txn

Insider Callaway Kyle

Role Chief Accounting Officer

Sold 13,377 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	13,377	$0.83	$11K

Holdings After Transaction: Class A Common Stock — 487,120 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 29,453 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. F2. Represents 257,090 shares of Class A Common Stock and 230,030 restricted stock units.

Key Figures

Shares sold: 13,377 shares Sale price per share: $0.83 per share Total holdings after sale: 487,120 +3 more

6 metrics

Shares sold 13,377 shares Class A Common Stock sold on 2026-07-16 to cover taxes

Sale price per share $0.83 per share Price for the 13,377-share open-market sale

Total holdings after sale 487,120 Represents 257,090 shares of Class A Common Stock and 230,030 restricted stock units

Class A shares held after sale 257,090 shares Direct holdings of Nerdy Class A Common Stock following the transaction

Restricted stock units held 230,030 RSUs Restricted stock units reported as held after the transaction

RSUs vested triggering taxes 29,453 RSUs Vesting of these RSUs led to the tax-related sell-to-cover transaction

Key Terms

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

3 terms

restricted stock units financial

"vesting of 29,453 restricted stock units. All of the shares reported"

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

"shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program"

tax withholding obligations financial

"program to satisfy federal and state tax withholding obligations of the Reporting Person"

FAQ

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

What did Nerdy Inc. (NRDY) insider Kyle Callaway report in this Form 4?

Kyle Callaway, CAO of Nerdy Inc. (NRDY), reported selling 13,377 shares of Class A Common Stock on July 16, 2026. The filing explains the sale was automatic to cover tax obligations from recently vested restricted stock units, rather than a discretionary share sale.

How many Nerdy Inc. (NRDY) shares did Kyle Callaway sell and at what price?

Kyle Callaway sold 13,377 shares of Nerdy Inc. (NRDY) Class A Common Stock at $0.83 per share. These shares were disposed of in an open-market transaction connected to tax withholding on vested restricted stock units, under the company’s sell-to-cover program.

Why were Kyle Callaway’s Nerdy Inc. (NRDY) shares sold in this transaction?

The shares were sold to cover federal and state tax withholding obligations arising from vesting of 29,453 RSUs. According to the footnote, all disposed shares were automatically sold under Nerdy’s sell-to-cover program following the vesting and settlement of those restricted stock units.

What are Kyle Callaway’s remaining Nerdy Inc. (NRDY) holdings after the sale?

After the reported sale, Kyle Callaway holds 257,090 shares of Class A Common Stock and 230,030 restricted stock units of Nerdy Inc. (NRDY). A footnote clarifies that these figures together represent his total reported equity interests following the transaction.

Was this Nerdy Inc. (NRDY) transaction part of a sell-to-cover program?

Yes. The filing states all 13,377 shares were automatically sold under Nerdy Inc.’s sell-to-cover program. The purpose was to satisfy the reporting person’s federal and state tax withholding obligations created by the vesting and settlement of 29,453 restricted stock units.

Did the Nerdy Inc. (NRDY) Form 4 involve restricted stock units or options?

The transaction related to restricted stock units (RSUs), not stock options. Footnotes explain that 29,453 RSUs vested, triggering tax obligations, and that Callaway now holds 230,030 RSUs in addition to 257,090 shares of Class A Common Stock in Nerdy Inc. (NRDY).

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

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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^*

Callaway Kyle

(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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

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	07/16/2026		S		13,377	D(1)	$0.83	487,120(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 29,453 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 257,090 shares of Class A Common Stock and 230,030 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	07/20/2026
	** 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)