Form 4: Nerdy CFO Sells Shares for Tax Obligations

Nerdy Inc.'s CFO, Jason H. Pello, sold 43,969 shares of Class A Common Stock to cover tax liabilities from restricted stock unit vesting.

Summary

• Jason H. Pello, Chief Financial Officer of Nerdy Inc. (NRDY), reported a transaction involving Class A Common Stock.
• On November 17, 2025, Mr. Pello disposed of 43,969 shares of Class A Common Stock at a price of $0.84 per share.
• The sale was an open market transaction (Code 'S') conducted to cover taxes due from the vesting of 96,687 restricted stock units (RSUs).
• This disposition was automatically executed pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations.
• Following this transaction, Mr. Pello beneficially owns 1,803,055 shares, consisting of 1,086,779 shares of Class A Common Stock and 716,276 restricted stock units.

Sentiment

Score: 5

Explanation: The sentiment is neutral. A sell-to-cover transaction for tax purposes is a routine, non-discretionary event for executives receiving equity compensation and typically does not indicate a positive or negative view on the company's future prospects.

Future Outlook

This 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 (sell-to-cover) for tax purposes, common across industries when restricted stock units or other equity awards vest. It does not reflect a discretionary sale based on the company's performance or industry trends.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine, non-discretionary sale for tax purposes and does not signal a change in management's confidence or company fundamentals.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

The filing details a routine, non-discretionary 'sell-to-cover' transaction by the CFO to satisfy tax obligations upon RSU vesting. This type of insider sale is not indicative of management's sentiment towards the company's future performance and therefore does not provide new fundamental information to warrant a change in investment recommendation. A 'hold' recommendation is appropriate as this event does not alter the investment thesis.

Keywords

Nerdy Inc., NRDY, Form 4, Insider Transaction, Stock Sale, CFO, Restricted Stock Units, RSU, Tax Withholding