Nerdy (NRDY) COO auto-sells 31,034 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Nerdy Inc. Chief Operating Officer John Andrew Paszterko reported a sale of 31,034 shares of Class A Common Stock on 2026-07-16 at $0.83 per share. According to the footnotes, all sold shares were automatically sold under the issuer’s sell-to-cover program to satisfy federal and state tax withholding obligations arising from the vesting and settlement of 100,000 restricted stock units. After this transaction, he holds 168,721 Class A shares and 1,550,000 restricted stock units.

Insider Trade Summary

Net Seller: 31,034 shares

Net Sell 1 txn

Insider Paszterko John Andrew

Role Chief Operating Officer

Sold 31,034 shs ($26K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	31,034	$0.83	$26K

Holdings After Transaction: Class A Common Stock — 1,718,721 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 100,000 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 168,721 shares of Class A Common Stock and 1,550,000 restricted stock units.

Key Figures

Shares sold: 31,034 shares Sale price: $0.83 per share Shares held after: 168,721 shares +3 more

6 metrics

Shares sold 31,034 shares Class A Common Stock sold on 2026-07-16

Sale price $0.83 per share Average price for 31,034 shares sold

Shares held after 168,721 shares Class A Common Stock directly held following the transaction

RSUs held after 1,550,000 restricted stock units Restricted stock units outstanding after the transaction

Total equity interests after 1,718,721 units Combined Class A shares and RSUs following the sale

RSUs vested 100,000 restricted stock units RSU vesting that triggered tax-related sell-to-cover

Key Terms

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

4 terms

sell-to-cover program financial

"shares reported as disposed of ... were automatically sold pursuant to the Issuer's sell-to-cover program"

restricted stock units financial

"vesting of 100,000 restricted stock units ... and 1,550,000 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 federal and state tax withholding obligations of the Reporting Person"

open market sale financial

"Open market sale of shares to cover taxes due as a result of the vesting"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/20/2026 - 09:10 PM Accepted by SEC EDGAR 07/20/2026 - 09:09 PM Learn about SEC filing dates

FAQ

What insider transaction did Nerdy (NRDY) report for COO John Andrew Paszterko?

Nerdy’s COO John Andrew Paszterko reported a sale of 31,034 Class A shares at $0.83 per share on 2026-07-16. The filing states these shares were sold to cover tax withholding obligations from vesting restricted stock units.

Was the NRDY COO’s July 16, 2026 share sale discretionary?

The filing explains the shares were automatically sold under Nerdy’s sell-to-cover program to pay federal and state taxes from vesting RSUs. This indicates a tax-related transaction rather than a discretionary portfolio trade.

How many Nerdy (NRDY) shares did the COO sell and at what price?

The COO sold 31,034 shares of Nerdy Class A Common Stock at an average price of $0.83 per share. The transaction is described as an open market sale used to cover tax withholding obligations from RSU vesting.

What are John Andrew Paszterko’s holdings in Nerdy (NRDY) after this Form 4 transaction?

After the reported sale, Paszterko’s position consists of 168,721 shares of Class A Common Stock and 1,550,000 restricted stock units. The Form 4 notes this combined figure totals 1,718,721 equity-linked interests in the company.

Why did the Nerdy (NRDY) COO’s RSU vesting trigger a share sale?

The vesting of 100,000 restricted stock units created federal and state tax obligations. Under Nerdy’s sell-to-cover program, 31,034 shares were automatically sold in the open market to satisfy these withholding requirements on Paszterko’s behalf.

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^*

Paszterko John Andrew

(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 Operating 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		31,034	D(1)	$0.83	1,718,721(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 100,000 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 168,721 shares of Class A Common Stock and 1,550,000 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)