Form 4 for NRDY Nerdy Inc.

Accepted 2026-02-18 00:00:00 ET · period of report 2026-02-15 · accession 0001628280-26-009419 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
	2026-02-18	2026-02-15	NRDY	Swenson Christopher C.	CLO	A - Grant	$0.00	+600.0K	2.06M	+41%	$0
	2026-02-18	2026-02-17	NRDY	Swenson Christopher C.	CLO	S - Sale	$0.97	-32.6K	2.02M	-2%	-$31.7K

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2026-02-15	A	A	600,000	$0.00	2,055,383	D	—	—	(F1) Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2026, one-third at various points during the twelve months ending July 15, 2027, and one-third at various points during the twelve months ending July 15, 2028.
2	Common	Class A Common Stock	2026-02-17	S	D	32,641	$0.97	2,022,742	D	—	—	(F2) Open market sale of shares to cover taxes due as a result of the vesting of 63,353 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. (F3) Represents 1,091,573 shares of Class A Common Stock and 931,169 restricted stock units.