NRDY insider sell-to-cover after 83,978 RSUs vest; holdings remain 1.56M

Rhea-AI Filing Summary

Nerdy Inc. insider Christopher C. Swenson, who serves as Chief Legal Officer and a director, reported a sale of 37,845 shares of Class A common stock at $1.27 per share executed on 08/18/2025. The disclosure states the sale was an open-market, sell-to-cover transaction to satisfy tax withholding obligations triggered by the vesting and settlement of 83,978 restricted stock units (RSUs). Following the transaction, the reporting person beneficially owned 1,556,825 shares, consisting of 1,017,781 Class A shares and 539,044 RSUs. The Form 4 was submitted by one reporting person and signed by an attorney-in-fact.

Positive

• Transparent disclosure: Form 4 clearly states the sale was a sell-to-cover to satisfy tax withholding from RSU vesting.
• Insider retains significant stake: Reporting person continues to beneficially own 1,556,825 shares including 539,044 RSUs.

Negative

• Insider share disposition: 37,845 Class A shares were sold, which reduces immediate insider-held free-floating shares.
• Vested RSUs created tax-driven liquidity need: Vesting of 83,978 RSUs required a sell-to-cover, increasing share turnover.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover after RSU vesting; small directed sale relative to total holdings, no obvious change to control or capital structure.

The reported sale of 37,845 shares at $1.27 was executed solely to satisfy tax withholding from the vesting of 83,978 RSUs and does not indicate a discretionary cash-motivated divestiture. Post-transaction beneficial ownership remains substantial at 1,556,825 shares, including 539,044 unvested RSUs, so the insider retains significant economic and voting exposure. For investors, this is a compliance-driven filing rather than a signal of loss of confidence; it is routine and expected when equity awards vest.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance practices; sale was automated and explicitly for tax withholding.

The Form 4 clearly documents the relationship (Chief Legal Officer and director) and the nature of the disposal as a sell-to-cover tied to RSU settlement, which supports transparency and adherence to Section 16 reporting. Filing by a single reporting person and use of an attorney-in-fact signature are consistent with routine administrative processes. No material governance concerns arise from the transaction as reported.

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).

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 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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S		37,845(1)	D	$1.27	1,556,825(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 83,978 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 1,017,781 shares of Class A Common Stock and 539,044 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	08/20/2025
	** 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 insider Christopher Swenson sell and why?

The insider sold 37,845 Class A shares at $1.27 per share to satisfy tax withholding obligations arising from the vesting of 83,978 RSUs.

How many Nerdy (NRDY) shares does the insider own after the transaction?

After the transaction the reporting person beneficially owned 1,556,825 shares, comprising 1,017,781 Class A shares and 539,044 RSUs.

Was the sale a discretionary trade or part of a sell-to-cover program?

The filing states the sale was an open-market sell-to-cover executed automatically to satisfy tax withholding related to RSU vesting.

What is the reporting person's role at Nerdy Inc. (NRDY)?

The reporting person is listed as a Director and the company's Chief Legal Officer.