Form 4: Nerdy CLO Sells Shares for Tax Obligations

Nerdy Inc.'s Chief Legal Officer, Christopher C. Swenson, sold 19,204 shares of Class A Common Stock to cover tax liabilities from RSU vesting.

Summary

• Christopher C. Swenson, Chief Legal Officer of Nerdy Inc. (NRDY), reported a transaction involving the company's securities.
• On December 16, 2025, Swenson disposed of 19,204 shares of Class A Common Stock.
• The shares were sold at a price of $1.2 per share in an open market transaction.
• The purpose of the sale was to cover federal and state tax withholding obligations resulting from the vesting of 40,585 restricted stock units (RSUs).
• This transaction was automatically executed pursuant to the Issuer's sell-to-cover program and was made under a Rule 10b5-1(c) plan.
• Following this transaction, Swenson beneficially owns 1,490,383 shares, which includes 1,095,861 shares of Class A Common Stock and 394,522 restricted stock units.

Sentiment

Score: 5

Explanation: The transaction is a routine 'sell-to-cover' for tax obligations following RSU vesting, which is generally considered neutral. It does not indicate a discretionary sale based on confidence in the company's future, nor does it suggest a lack of confidence.

Positives

• The vesting of 40,585 restricted stock units represents a form of compensation for the Chief Legal Officer, indicating continued alignment with company performance.

Negatives

• An insider sale, even for tax purposes, results in a reduction of the officer's direct equity stake in the company.

Risks

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

Future Outlook

na

Industry Context

na

Stakeholder Impact

• Shareholders: The impact on shareholders is minor. A small insider sale for tax purposes is generally not viewed as a significant indicator of the company's financial health or future prospects, especially when executed under a Rule 10b5-1 plan.

Key Dates

Keywords

Nerdy Inc., NRDY, Christopher C. Swenson, insider transaction, Form 4, stock sale, restricted stock units, RSU vesting, sell-to-cover, Chief Legal Officer