Nerdy (NRDY) CLO tax sell-to-cover and 600K RSU equity grant

Rhea-AI Filing Summary

Nerdy Inc.’s Chief Legal Officer, Christopher C. Swenson, reported both an RSU award and a tax-related share sale. He received 600,000 restricted stock units under Nerdy’s 2021 Equity Incentive Plan, with one-third scheduled to vest by July 15, 2026, another third over the twelve months ending July 15, 2027, and the final third over the twelve months ending July 15, 2028.

Swenson also executed an open-market sale of 32,641 shares of Class A common stock at $0.97 per share to cover taxes triggered by the vesting of 63,353 RSUs under the company’s sell-to-cover program. After these transactions, he holds 1,091,573 shares of Class A common stock and 931,169 RSUs.

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

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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)
02/15/2026

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	02/15/2026		A		600,000(1)	A	$0	2,055,383	D
Class A Common Stock	02/17/2026		S		32,641(2)	D	$0.97	2,022,742(3)	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. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2026, one-third at various points during the twelve months ending July 15, 2027, and one-third at various points during the twelve months ending July 15, 2028.

2. Open market sale of shares to cover taxes due as a result of the vesting of 63,353 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.

3. Represents 1,091,573 shares of Class A Common Stock and 931,169 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	02/18/2026
	** 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.
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FAQ

What insider transactions did Nerdy (NRDY) report for Christopher C. Swenson?

Nerdy’s Chief Legal Officer, Christopher C. Swenson, reported a grant of 600,000 restricted stock units and an open-market sale of 32,641 Class A shares. The sale was executed to cover tax withholding obligations from RSU vesting under the company’s sell-to-cover program.

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

Christopher C. Swenson sold 32,641 shares of Nerdy Class A common stock at $0.97 per share. According to the disclosure, this open-market sale was made solely to satisfy federal and state tax withholding obligations from recently vested restricted stock units.

What RSU award did Nerdy (NRDY) grant to its Chief Legal Officer?

Nerdy granted Christopher C. Swenson 600,000 restricted stock units under its 2021 Equity Incentive Plan. Each RSU represents one Class A share, with vesting in three equal tranches through periods ending July 15, 2026, July 15, 2027, and July 15, 2028, subject to continued service.

How do Christopher C. Swenson’s RSUs at Nerdy (NRDY) vest over time?

Swenson’s 600,000 RSUs vest in three equal parts. One-third vests at various points during the months ending July 15, 2026, another third over the twelve months ending July 15, 2027, and the final third over the twelve months ending July 15, 2028.

Why did Nerdy (NRDY) Chief Legal Officer sell shares in this Form 4?

The 32,641 Nerdy shares were sold to cover taxes due from RSU vesting. All shares disposed of were automatically sold under Nerdy’s sell-to-cover program to satisfy Swenson’s federal and state tax withholding obligations linked to vested restricted stock units.

What is Christopher C. Swenson’s Nerdy (NRDY) equity position after these transactions?

After the reported transactions, Swenson beneficially owns 1,091,573 shares of Nerdy Class A common stock and 931,169 restricted stock units. This mix of stock and RSUs reflects both previously held shares and the newly granted 600,000-unit equity award.