Nerdy (NRDY) CLO auto-sells shares to cover RSU tax obligations

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nerdy Inc.’s Chief Legal Officer Christopher C. Swenson reported an open-market sale of 20,153 shares of Class A Common Stock on June 16, 2026 at $0.88 per share. According to the footnotes, these shares were automatically sold under Nerdy’s sell-to-cover program to pay federal and state taxes triggered by the vesting of 40,585 restricted stock units.

After this tax-related sale, Swenson holds 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units, indicating the transaction was a routine withholding event rather than a discretionary reduction of his overall equity position.

Insider Trade Summary

Net Seller: 20,153 shares ($17,735)

Net Sell 1 txn

Insider Swenson Christopher C.

Role Chief Legal Officer

Sold 20,153 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	20,153	$0.88	$18K

Holdings After Transaction: Class A Common Stock — 1,891,631 shares (Direct, null)

Footnotes (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. Represents 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units.

Key Figures

Shares sold: 20,153 shares Sale price: $0.88 per share RSUs vested: 40,585 RSUs +3 more

6 metrics

Shares sold 20,153 shares Open-market sale on June 16, 2026

Sale price $0.88 per share Price for Class A Common Stock sale

RSUs vested 40,585 RSUs Vesting that triggered tax sell-to-cover

Common shares held after 1,241,631 shares Class A Common Stock following transaction

RSUs held after 650,000 RSUs Restricted stock units remaining after vesting event

Total equity interests after 1,891,631 units Common shares plus RSUs held by insider

Key Terms

Class A Common Stock, restricted stock units, sell-to-cover program, tax withholding obligations

4 terms

Class A Common Stock financial

"20,153 shares of Class A Common Stock on June 16, 2026 at $0.88"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

restricted stock units financial

"vesting of 40,585 restricted stock units"

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.

sell-to-cover program financial

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

tax withholding obligations financial

"to satisfy federal and state tax withholding obligations"

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Form 4 Insider Transactions: What Each Field Means →

06/18/2026 - 04:36 PM

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)
06/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/16/2026		S		20,153	D	$0.88⁽¹⁾	1,891,631⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	06/18/2026
	** 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.
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nerdy Inc. (NRDY) insider Christopher Swenson report in this Form 4?

Christopher C. Swenson, Nerdy’s Chief Legal Officer, reported selling 20,153 Class A Common shares at $0.88 each on June 16, 2026. The shares were sold automatically to cover taxes from restricted stock unit vesting.

Why did Christopher Swenson sell Nerdy (NRDY) shares in this transaction?

The sale was to cover tax obligations from the vesting of 40,585 restricted stock units. All 20,153 shares were automatically sold under Nerdy’s sell-to-cover program to satisfy federal and state tax withholding requirements.

How many Nerdy (NRDY) shares did Christopher Swenson sell and at what price?

He sold 20,153 shares of Nerdy Class A Common Stock at $0.88 per share. This open-market transaction was reported as an automatic sell-to-cover event tied to RSU vesting rather than a discretionary sale.

What are Christopher Swenson’s Nerdy (NRDY) holdings after this Form 4 transaction?

Following the transaction, Swenson holds 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units. This indicates he retains a substantial equity interest in Nerdy after the tax-related share sale.

Was the Nerdy (NRDY) insider sale part of a sell-to-cover tax program?

Yes. Footnotes state the shares were automatically sold under Nerdy’s sell-to-cover program. The proceeds covered federal and state tax withholding obligations from the vesting and settlement of 40,585 restricted stock units held by Swenson.