Swenson Christopher C. 4
4 · Nerdy Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Nerdy (NRDY) CLO Christopher Swenson Receives RSU Award
What Happened
Christopher C. Swenson, Chief Legal Officer of Nerdy Inc. (NRDY), was granted 600,000 restricted stock units (RSUs) on Feb 15, 2026 (recorded at $0.00). Two days later, on Feb 17, 2026, he disposed of 32,641 shares in an open-market sale at $0.97 per share, generating proceeds of $31,662. The sale was an automatic sell-to-cover to satisfy tax withholding related to RSU vesting.
Key Details
- Transactions:
- 2026-02-15 — Award: 600,000 RSUs (acquired, $0.00) (F1)
- 2026-02-17 — Sale: 32,641 shares @ $0.97 = $31,662 (open-market sell-to-cover) (F2)
- Shares owned after report: 1,091,573 shares of Class A common stock and 931,169 RSUs (F3).
- Notable footnotes:
- F1: Each RSU converts to one share when settled; vesting schedule: one-third across periods ending July 15, 2026, July 15, 2027, and July 15, 2028.
- F2: The 32,641-share sale was automatic under the company’s sell-to-cover program to satisfy federal/state tax withholding from the vesting and settlement of 63,353 RSUs.
- F3: Shows total reported holdings (shares + RSUs).
- Form 4 filed: Feb 18, 2026 (reports transactions dated Feb 15 and Feb 17).
Context
This filing reflects a standard RSU grant plus a routine sell-to-cover tax sale — common when awards vest. RSU grants are not an outlay of cash by the insider and the small, automatic sale is intended solely to cover taxes, not necessarily a signal of sentiment about the company.
Insider Transaction Report
- Award
Class A Common Stock
[F1]2026-02-15+600,000→ 2,055,383 total - Sale
Class A Common Stock
[F2][F3]2026-02-17$0.97/sh−32,641$31,662→ 2,022,742 total
Footnotes (3)
- [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.
- [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.