Nerdy (NRDY) CFO sells 36,426 shares in automatic tax sell-to-cover

Rhea-AI Filing Summary

Nerdy Inc. reports that Chief Financial Officer Atul Bagga sold 36,426 shares of Class A Common Stock at $0.83 per share on July 16, 2026. The shares were automatically sold in the open market under the issuer's sell-to-cover program to satisfy tax withholding obligations arising from the vesting and settlement of 125,000 restricted stock units. After this transaction, he holds 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units, totaling 1,463,574 reported equity-based interests.

Insider Trade Summary

Net Seller: 36,426 shares

Net Sell 1 txn

Insider Bagga Atul Madan Mohan

Role Chief Financial Officer

Sold 36,426 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	36,426	$0.83	$30K

Holdings After Transaction: Class A Common Stock — 1,463,574 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 125,000 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.
2. F2. Represents 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units.

Key Figures

Shares sold: 36,426 shares Sale price per share: $0.83 per share RSUs vesting triggering sale: 125,000 RSUs +2 more

5 metrics

Shares sold 36,426 shares Class A Common Stock sold on July 16, 2026

Sale price per share $0.83 per share Average price for the 36,426 shares sold

RSUs vesting triggering sale 125,000 RSUs Restricted stock units whose vesting led to the tax sell-to-cover

Total reported equity interests after transaction 1,463,574 shares and units Comprises 88,574 shares of Class A Common Stock and 1,375,000 RSUs

Shares held after transaction 88,574 shares Class A Common Stock directly held post-sale

Key Terms

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

3 terms

sell-to-cover program financial

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

restricted stock units financial

"vesting of 125,000 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.

tax withholding obligations financial

"program to satisfy tax withholding obligations of the Reporting Person"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/20/2026 - 09:16 PM Accepted by SEC EDGAR 07/20/2026 - 09:16 PM Learn about SEC filing dates

FAQ

What insider transaction did Nerdy (NRDY) CFO Atul Bagga report?

Nerdy (NRDY) Chief Financial Officer Atul Bagga reported a sale of 36,426 shares of Class A Common Stock. The sale occurred on July 16, 2026 and was executed at a price of $0.83 per share according to the Form 4 filing.

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

The Nerdy (NRDY) CFO sold 36,426 shares of Class A Common Stock at an average price of $0.83 per share. This open-market transaction is reported as a single sale dated July 16, 2026 and is classified as a non-derivative disposition.

Why were the Nerdy (NRDY) CFO's shares sold in this Form 4 transaction?

The shares were sold to cover tax withholding obligations from the vesting and settlement of 125,000 restricted stock units. Footnotes explain the sale was executed automatically under the issuer's sell-to-cover program rather than as a discretionary open-market sale.

What are Atul Bagga’s remaining Nerdy (NRDY) equity holdings after the sale?

After the transaction, Atul Bagga holds 88,574 shares of Nerdy Class A Common Stock and 1,375,000 restricted stock units. Together, these positions represent 1,463,574 reported equity-based interests in the company following the July 16, 2026 sale.

Was the Nerdy (NRDY) CFO’s sale made under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is unchecked, and the footnote describes an automatic sell-to-cover program to satisfy tax withholding obligations. The transaction is characterized as an open-market sale used specifically to cover taxes from RSU vesting.

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^*

Bagga Atul Madan Mohan

(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 Financial 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		36,426	D(1)	$0.83	1,463,574(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 125,000 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

2. Represents 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	07/21/2026
	** 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)