Form 4: Nerdy CFO Sells Shares for Tax Obligations

Nerdy Inc.'s CFO, Jason H. Pello, sold 30,714 shares of Class A Common Stock at $1.27 per share to cover tax liabilities from RSU vesting.

Summary

• Jason H. Pello, Chief Financial Officer of Nerdy Inc. (NRDY), reported a transaction involving Class A Common Stock.
• The transaction occurred on September 16, 2025.
• Pello disposed of 30,714 shares of Class A Common Stock at a price of $1.27 per share.
• This sale was an automatic "sell-to-cover" transaction to satisfy federal and state tax withholding obligations.
• The tax obligations resulted from the vesting and settlement of 67,640 restricted stock units (RSUs).
• Following the transaction, Pello beneficially owns 1,847,024 shares, comprising 1,034,061 shares of Class A Common Stock and 812,963 restricted stock units.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale of shares to cover tax obligations arising from RSU vesting. It does not reflect a change in management's confidence or the company's operational performance.

Positives

• The underlying event, the vesting of 67,640 restricted stock units, represents a positive compensation event for the CFO.

Negatives

• No inherent negatives as the sale was for tax purposes and not a discretionary sale indicating a lack of confidence.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This is a routine insider transaction filing (Form 4) related to executive compensation and tax obligations. It does not provide information relevant to broader industry trends or competitive analysis. Such "sell-to-cover" transactions are common across all industries for executives receiving equity compensation.

Comparison to Industry Standards

• This filing details a standard "sell-to-cover" transaction, which is a common practice for executives in publicly traded companies across various industries when restricted stock units (RSUs) vest. There are no specific comparable companies, projects, or results to list as this is a personal tax-related event for an executive, not a company performance metric.

Stakeholder Impact

• Shareholders: Minimal impact, as it's a routine tax-related sale and does not signal a change in company fundamentals or management's outlook.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Key Dates

Keywords

Nerdy Inc., NRDY, Jason H. Pello, Chief Financial Officer, CFO, Form 4, insider transaction, stock sale, restricted stock units, RSU vesting, tax withholding, beneficial ownership