Form 4: Nerdy CFO Sells Shares for Tax Obligations

Nerdy Inc.'s CFO, Jason H. Pello, sold 32,006 shares of Class A Common Stock to cover tax liabilities from RSU vesting.

Summary

• Jason H. Pello, Chief Financial Officer of Nerdy Inc. (NRDY), reported a transaction on December 16, 2025.
• Pello disposed of 32,006 shares of Class A Common Stock at a price of $1.2 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 of 67,641 restricted stock units (RSUs).
• Following the transaction, Pello beneficially owns 1,696,049 securities, comprising 1,047,414 shares of Class A Common Stock and 648,635 restricted stock units.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale to cover tax liabilities associated with RSU vesting, which does not reflect a change in management's outlook or company fundamentals.

Future Outlook

No forward-looking statements or guidance were provided in this filing.

Industry Context

This is a routine insider transaction (Form 4) related to tax obligations from RSU vesting, which is common across industries for executives receiving equity compensation. It does not provide specific insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in company fundamentals or management's confidence.

Key Dates

Recommendation

This Form 4 filing details a routine "sell-to-cover" transaction by the CFO to satisfy tax obligations upon RSU vesting. Such transactions are typically pre-planned and non-discretionary, not indicative of a change in the insider's view of the company's prospects or a strategic divestment. Therefore, it does not provide new information that would warrant a change in investment recommendation.

Keywords

Nerdy Inc., NRDY, Form 4, insider transaction, stock sale, CFO, restricted stock units, RSU, tax withholding