Callaway Kyle 4

What Happened

Kyle Callaway, Chief Accounting Officer of Nerdy Inc. (NRDY), reported an open-market sale of 13,377 shares on 2026-07-16 at $0.83 per share, generating $11,103. The shares were sold automatically under the issuer's sell-to-cover program to satisfy tax withholding obligations resulting from the vesting and settlement of 29,453 restricted stock units (RSUs). This was a tax-driven sale rather than a discretionary market sale.

Key Details

• Transaction date and price: 2026-07-16 — 13,377 shares sold at $0.83 each (total $11,103).
• Filing date: Form 4 filed 2026-07-20 (covers the 2026-07-16 transaction).
• Shares held after transaction: reported ownership of 257,090 Class A common shares and 230,030 restricted stock units.
• Footnotes: sale was automatic under the issuer's sell-to-cover program to satisfy federal and state tax withholding from RSU vesting (Footnote F1). Footnote F2 summarizes current holdings (shares and RSUs).
• Transaction type: Sale (S) with tax-withholding disposition (F); routine tax-related sale, not necessarily a signal of sentiment.

Context

Sell-to-cover transactions are common when RSUs vest and do not necessarily reflect the insider's view of the stock—shares are sold solely to satisfy tax obligations. For retail investors, purchases by insiders often carry more interpretive weight; routine tax withholding sales like this are generally administrative.