Swenson Christopher C. 4

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.