Nerdy CLO sells 1,741 shares in tax sell-to-cover

Nerdy Inc.’s chief legal officer sold shares to cover taxes from RSU vesting and now holds both common stock and RSUs after a recent 1-for-15 reverse split.

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) reported that Chief Legal Officer Christopher C. Swenson sold 1,741 shares of Class A common stock on September 11, 2026 at $9.05 per share. The open-market sale was automatically executed under the company’s sell-to-cover program to satisfy tax withholding from the vesting of 3,333 restricted stock units.

After this transaction, Swenson holds 86,186 shares of Class A common stock and 76,664 RSUs. These share amounts reflect Nerdy’s 1-for-15 reverse stock split effected on August 19, 2026.

Insider Trade Summary

Net Seller: 1,741 shares

Net Sell 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Sold 1,741 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	1,741	$9.05	$16K

Holdings After Transaction: Class A Common Stock — 162,850 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 3,333 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 86,186 shares of Class A Common Stock and 76,664 restricted stock units. On August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its common stock. The number of shares reported reflects the reverse stock split.

Key Figures

Shares sold: 1,741 shares Sale price per share: $9.05 per share Common shares held after transaction: 86,186 shares +3 more

6 metrics

Shares sold 1,741 shares Open-market sale on September 11, 2026

Sale price per share $9.05 per share Class A common stock sale on September 11, 2026

Common shares held after transaction 86,186 shares Direct Class A common stock holdings after September 11, 2026 sale

Restricted stock units held 76,664 RSUs RSU holdings reported after the sale

RSUs vested triggering tax sale 3,333 RSUs Vesting caused tax withholding obligation covered by share sale

Reverse stock split ratio 1-for-15 Reverse split of common stock effected on August 19, 2026

Key Terms

restricted stock units, sell-to-cover program, reverse stock split

3 terms

restricted stock units financial

"vesting of 3,333 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.

sell-to-cover program financial

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

reverse stock split financial

"the Issuer effected a 1-for-15 reverse stock split of its common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

What insider transaction did NRDY disclose for Christopher C. Swenson?

Nerdy Inc. disclosed that Chief Legal Officer Christopher C. Swenson sold 1,741 shares of Class A common stock on September 11, 2026 at $9.05 per share in an open-market transaction executed under the company’s sell-to-cover program.

Why did the NRDY insider sell 1,741 shares in this Form 4?

The 1,741 shares were sold to cover taxes due from the vesting of 3,333 restricted stock units. All disposed shares were automatically sold under Nerdy Inc.’s sell-to-cover program to satisfy the reporting person’s tax withholding obligations from RSU vesting and settlement.

How many NRDY shares and RSUs does Christopher C. Swenson hold after the sale?

Following the transaction, Christopher C. Swenson holds 86,186 shares of Class A common stock and 76,664 restricted stock units. These figures represent his reported direct holdings after the September 11, 2026 sale.

Did a stock split affect the NRDY share numbers in this Form 4?

Yes. Nerdy Inc. effected a 1-for-15 reverse stock split of its common stock on August 19, 2026. The share counts reported for Christopher C. Swenson, including the 86,186 shares, already reflect this reverse split.

Was the NRDY insider sale made under a Rule 10b5-1 trading plan?

No Rule 10b5-1 trading plan is affirmed. The sale was described as an automatic sell-to-cover transaction under Nerdy Inc.’s program to satisfy tax withholding obligations resulting from RSU vesting, rather than a discretionary trade under a pre-arranged trading plan.

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

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Available on EDGAR 09/15/2026 - 04:15 PM Accepted by SEC EDGAR 09/15/2026 - 04:14 PM 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)
09/11/2026

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	09/11/2026		S		1,741	D(1)	$9.05	162,850(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 3,333 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 86,186 shares of Class A Common Stock and 76,664 restricted stock units. On August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its common stock. The number of shares reported reflects the reverse stock split.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	09/15/2026
	** 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)