Nerdy Inc. (NRDY) Chief Legal Officer sells 19,204 shares to cover RSU taxes

Rhea-AI Filing Summary

Nerdy Inc.'s Chief Legal Officer reported an open market sale of 19,204 shares of Class A common stock on 12/16/2025 at $1.2 per share. The sale was made to cover taxes due from the vesting of 40,585 restricted stock units under the issuer's sell-to-cover program.

After this transaction, the officer beneficially owns 1,490,383 Nerdy equity interests, including 1,095,861 Class A shares and 394,522 restricted stock units.

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)
12/16/2025

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	12/16/2025		S		19,204	D	$1.2(1)	1,490,383(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 40,585 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 1,095,861 shares of Class A Common Stock and 394,522 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	12/18/2025
	** 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 insider transaction did Nerdy Inc. (NRDY) disclose in this Form 4?

The filing reports that Nerdy Inc.'s Chief Legal Officer sold 19,204 shares of Class A common stock on 12/16/2025 in an open market transaction at $1.2 per share.

Why were Nerdy Inc. (NRDY) shares sold by the Chief Legal Officer?

The filing states the sale was an open market sale of shares to cover taxes due from the vesting of 40,585 restricted stock units, under the issuer's sell-to-cover program.

How many Nerdy Inc. (NRDY) securities does the officer own after the sale?

Following the reported transaction, the Chief Legal Officer beneficially owns 1,490,383 Nerdy securities, consisting of 1,095,861 shares of Class A common stock and 394,522 restricted stock units.

What equity awards were involved in this Nerdy Inc. (NRDY) transaction?

The explanation notes that the tax-related sale was triggered by the vesting of 40,585 restricted stock units (RSUs), and that the officer continues to hold 394,522 RSUs after the transaction.

Was the Nerdy Inc. (NRDY) share sale part of a sell-to-cover program?

Yes. The filing explains that all shares reported as disposed of were automatically sold pursuant to the issuer's sell-to-cover program to satisfy federal and state tax withholding obligations.