[Form 4] Nerdy Inc. Insider Trading Activity

Rhea-AI Filing Summary

Christopher C. Swenson, the reporting person and identified as the company's Chief Legal Officer, filed a Form 4 for Nerdy Inc. (NRDY) disclosing an open-market sale on 09/16/2025. The filing states 18,428 shares of Class A common stock were sold at $1.27 per share under the issuer's sell-to-cover program to satisfy tax withholding from the vesting and settlement of 40,584 restricted stock units. After the transaction, the filing reports beneficial ownership of 1,538,397 shares comprised of 1,039,937 Class A shares and 498,460 restricted stock units. The Form 4 was signed by an attorney-in-fact on 09/18/2025.

Positive

• Clear disclosure of sell-to-cover sale and reason (tax withholding) for the 18,428 shares disposed
• Detailed post-transaction ownership reported: 1,039,937 Class A shares and 498,460 restricted stock units
• Filing shows procedural compliance with Section 16 reporting, including attorney-in-fact signature

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover by an officer to meet tax obligations; not an indicated directional bet on company prospects.

The reported sale of 18,428 Class A shares at $1.27 per share was explicitly executed to satisfy federal and state tax withholding from RSU vesting. This is a standard liquidity action tied to compensation settlement rather than an opportunistic open-market divestiture. Beneficial ownership remains substantial at 1,538,397 shares including 498,460 RSUs, so the officer retains meaningful economic exposure.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting norms; sale via company sell-to-cover program demonstrates procedural compliance.

The filing clearly identifies the nature of the disposition as automatic sell-to-cover for tax withholding due to vesting of 40,584 RSUs. The use of an attorney-in-fact signature is noted and the form lists post-transaction beneficial ownership by class and RSU count. From a governance perspective, the report provides the required transparency on insider compensation settlement and resulting holdings.

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
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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).

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)
09/16/2025

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	09/16/2025		S		18,428(1)	D	$1.27	1,538,397(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 1,039,937 shares of Class A Common Stock and 498,460 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	09/18/2025
	** 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 transaction did Christopher C. Swenson report on Form 4 for NRDY?

The Form 4 reports an open-market sale of 18,428 Class A shares on 09/16/2025 at $1.27 per share.

Why were shares sold in the Form 4 filed by the NRDY officer?

The filing states the shares were sold under the issuer's sell-to-cover program to satisfy federal and state tax withholding from the vesting of 40,584 RSUs.

How many shares does the reporting person own after the reported transaction?

After the transaction the reporting person beneficially owns 1,538,397 total: 1,039,937 Class A shares and 498,460 restricted stock units.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, Thomas Lynn, on 09/18/2025.

Does the Form 4 indicate the reporting person's role at Nerdy Inc. (NRDY)?

Yes; the filing identifies the reporting person as the company's Chief Legal Officer and indicates the form was filed by one reporting person.