Paszterko John Andrew 4

What Happened
John Andrew Paszterko, Chief Operating Officer of Nerdy, sold 31,034 shares of Class A common stock on July 16, 2026 at $0.83 per share, generating proceeds of $25,758. The sale was an open‑market, sell‑to‑cover transaction tied to the vesting and settlement of restricted stock units (RSUs), and is a routine tax‑withholding event rather than a discretionary market trade.

Key Details

• Transaction date and price: 2026-07-16 — 31,034 shares sold at $0.83/share (total ~$25,758).
• Reason: All shares sold pursuant to the issuer's sell‑to‑cover program to satisfy federal/state tax withholding on the vesting of 100,000 RSUs (Footnote F1).
• Ownership after transaction: Reporting person beneficially owns 168,721 shares of Class A common stock and holds 1,550,000 RSUs (Footnote F2).
• Filing timing: Report filed 2026-07-20 for a 7/16/2026 transaction (appears filed four days after the trade; Form 4s are typically due within two business days, so this may be late).

Context
Sell‑to‑cover transactions are common when RSUs vest — the company or broker automatically sells a portion of the newly vested shares to cover tax withholding. Such sales are administrative and do not necessarily indicate the insider's view on the company's future performance.