Jason H. Pello - 12 Mar 2025 Form 4 Insider Report for Nerdy Inc. (NRDY)

Signature
/s/ Thomas Lynn, Attorney-in-Fact
Issuer symbol
NRDY
Transactions as of
12 Mar 2025
Net transactions value
-$113,250
Form type
4
Filing time
14 Mar 2025, 17:02:42 UTC
Previous filing
20 Feb 2025
Next filing
19 Mar 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Sale $113,250 -75,000 -3.5% $1.51 2,068,805 12 Mar 2025 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. The shares were not sold as a result of any disagreement with the Company, and Mr. Pello remains an officer of the Company.
F2 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.49 to $1.56, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
F3 Represents 770,679 shares of Class A Common Stock and 1,298,126 restricted stock units.