Swenson Christopher C. 4

What Happened

• Christopher C. Swenson, Chief Legal Officer of Nerdy Inc. (NRDY), disposed of 18,366 shares on 2026-03-16 at $0.90 per share, totaling $16,529. This was an open-market sell-to-cover transaction to satisfy tax withholding triggered by the vesting and settlement of 40,584 restricted stock units (RSUs), not an investment-driven sale.

Key Details

• Transaction date and price: 2026-03-16, sale at $0.90 per share.
• Shares sold: 18,366; Proceeds: $16,529.
• Shares/units held after the transaction: 1,113,791 Class A common shares and 890,585 restricted stock units (per filing footnote).
• Footnotes: F1 — shares were automatically sold under the issuer’s sell-to-cover program to satisfy federal/state tax withholding for RSU vesting; F2 — summarizes holdings after the transaction.
• Filing: Report filed 2026-03-18 for a 2026-03-16 transaction (appears timely).

Context

• Sell-to-cover transactions are routine tax-withholding events when RSUs vest and typically do not indicate a change in an insider’s view of the company. This was not a purchase or option exercise; it was an automatic sale to cover taxes.