Pello Jason H. 4

What Happened Jason H. Pello, Chief Financial Officer of Nerdy, sold 30,609 shares of Class A common stock on March 16, 2026, at $0.90 per share, generating proceeds of about $27,548. The sale was an automatic sell-to-cover to satisfy federal and state tax withholding due when 67,641 restricted stock units (RSUs) vested and settled; the shares disposed were sold pursuant to the issuer's sell-to-cover program.

Key Details

• Transaction date: 2026-03-16 (reported on Form 4 filed 2026-03-18). No late filing indicated.
• Transaction type: Open-market / sell (S) under issuer’s sell-to-cover program.
• Shares sold: 30,609 at $0.90 per share; proceeds ≈ $27,548.
• Reason/footnote: Sold automatically to cover taxes from vesting of 67,641 RSUs (F1).
• Shares/holdings reported after transaction (as reported on Form 4): 1,056,318 shares of Class A common stock and 1,484,308 RSUs (F2).
• Filing accession: 0001628280-26-019456 (Period of Report: 2026-03-16).

Context Sell-to-cover transactions are routine tax-withholding events tied to RSU vesting and do not necessarily indicate the insider is reducing their broader exposure or expressing a view on the stock. Purchases typically signal stronger insider conviction; this sale appears to be administrative (tax-related) rather than a discretionary market sale.