Nerdy Inc. (NYSE: NRDY) CLO sells 22,707 shares to cover RSU taxes

Rhea-AI Filing Summary

Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported a sale of 22,707 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. According to the notes, these shares were automatically sold in the open market under the company’s sell-to-cover program to satisfy federal and state tax withholding from the vesting and settlement of 50,000 restricted stock units (RSUs). After this transaction, Swenson holds 1,268,924 shares of Class A Common Stock and 1,200,000 RSUs, totaling 2,468,924 Nerdy equity instruments.

Insider Trade Summary

Net Seller: 22,707 shares

Net Sell 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Sold 22,707 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	22,707	$0.83	$19K

Holdings After Transaction: Class A Common Stock — 2,468,924 shares (Direct)

Footnotes (2)

1. F1. Open market sale of shares to cover taxes due as a result of the vesting of 50,000 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 1,268,924 shares of Class A Common Stock and 1,200,000 restricted stock units.

Key Figures

Shares sold: 22,707 shares Sale price: $0.83 per share RSUs vested: 50,000 RSUs +3 more

6 metrics

Shares sold 22,707 shares Class A Common Stock sold on July 16, 2026 to cover taxes

Sale price $0.83 per share Open-market sale price for 22,707 Nerdy shares

RSUs vested 50,000 RSUs Restricted stock units whose vesting triggered tax obligations

Shares held after 1,268,924 shares Class A Common Stock beneficially owned after the transaction

RSUs held after 1,200,000 RSUs Restricted stock units beneficially owned after the transaction

Total equity instruments after 2,468,924 Sum of shares and RSUs beneficially owned following the sale

Key Terms

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

3 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 50,000 restricted stock units. All of the shares reported as disposed"

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"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/20/2026 - 09:09 PM Accepted by SEC EDGAR 07/20/2026 - 09:08 PM Learn about SEC filing dates

FAQ

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

Christopher C. Swenson, Nerdy’s Chief Legal Officer, reported selling 22,707 shares of Class A Common Stock on July 16, 2026 at $0.83 per share. The sale was an open-market transaction linked to the vesting of 50,000 RSUs and related tax obligations.

Why were 22,707 NRDY shares sold by Christopher C. Swenson?

The 22,707 shares were sold to cover taxes triggered by the vesting of 50,000 restricted stock units. All disposed shares were automatically sold in the open market under Nerdy’s sell-to-cover program to satisfy federal and state tax withholding obligations tied to the RSU settlement.

How many Nerdy Inc. (NRDY) securities does Swenson hold after this transaction?

Following the tax-related sale, Christopher C. Swenson holds 1,268,924 shares of Nerdy Class A Common Stock and 1,200,000 restricted stock units. Combined, this represents 2,468,924 Nerdy equity instruments reported as beneficially owned after the July 16, 2026 transaction.

Was Christopher C. Swenson’s NRDY share sale made under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes describe the transaction as an automatic sell-to-cover for tax withholding obligations related to RSU vesting, without referencing any Rule 10b5-1 plan.

What was the price per share in Christopher C. Swenson’s NRDY sale?

The reported sale price was $0.83 per share for 22,707 shares of Nerdy Class A Common Stock on July 16, 2026. This open-market sale was executed solely to generate cash to satisfy federal and state tax withholding from vesting restricted stock units.

What event triggered the tax-related share sale reported by NRDY’s Chief Legal Officer?

The transaction was triggered by the vesting and settlement of 50,000 restricted stock units. To cover the resulting tax liabilities, 22,707 shares of Class A Common Stock were automatically sold in the open market through Nerdy’s sell-to-cover program for tax withholding.

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^*

Swenson Christopher C.

(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 Legal 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		22,707	D(1)	$0.83	2,468,924(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 50,000 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 1,268,924 shares of Class A Common Stock and 1,200,000 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)