Pello Jason H. 4
4 · Nerdy Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Nerdy (NRDY) CFO Jason Pello Receives RSU Award, Sells Shares
What Happened Jason H. Pello, Chief Financial Officer of Nerdy Inc. (NRDY), was granted 1,000,000 restricted stock units (RSUs) on Feb 15, 2026 (no cash paid). On Feb 17, 2026 he sold 49,814 shares in an open-market sell-to-cover transaction at $0.97 per share for proceeds of $48,320 to satisfy tax withholding obligations arising from the vesting/settlement of RSUs.
Key Details
- Grant: 1,000,000 RSUs issued 2026-02-15 under the Nerdy 2021 Equity Incentive Plan (acquisition reported at $0.00).
- Sale: 49,814 shares sold 2026-02-17 at $0.97 / share; total proceeds $48,320.
- Sell-to-cover: The sale was automatic under the issuer’s sell-to-cover program to satisfy taxes due on the vesting of 96,686 RSUs.
- Holdings after report: 1,094,286 shares of Class A common stock and 1,551,949 RSUs (per filing footnote).
- Filing: Form 4 filed 2026-02-18 (covers transactions dated Feb 15 and Feb 17) — appears timely.
Context RSUs are awards that convert to shares when they vest; this grant vests in three tranches (one-third at various points through July 15, 2026, one-third through July 15, 2027, and one-third through July 15, 2028). The sale was a routine tax-withholding sell-to-cover and not an additional discretionary market sale. For retail investors, awards increase insider exposure to the company over time, while sell-to-cover transactions are common and primarily tax-driven rather than directional bets on the stock.
Insider Transaction Report
- Award
Class A Common Stock
[F1]2026-02-15+1,000,000→ 2,696,049 total - Sale
Class A Common Stock
[F2][F3]2026-02-17$0.97/sh−49,814$48,320→ 2,646,235 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 96,686 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 1,094,286 shares of Class A Common Stock and 1,551,949 restricted stock units.