Summary: Nerdy Inc.'s Chief Legal Officer, Christopher C. Swenson, completed an open-market sale of 32,641 shares of Class A Common Stock on February 17, 2026, at $0.97 per share, producing proceeds of $31,661. The sale was executed automatically under the company's sell-to-cover arrangement to meet federal and state tax withholding obligations associated with the vesting of restricted stock units.
According to a Form 4 filing with the Securities and Exchange Commission, the sale was directly linked to taxes arising from the vesting of 63,353 restricted stock units. The sell-to-cover program moved shares on the open market to satisfy those withholding requirements, rather than leaving a separate cash tax payment or other arrangements.
Separately, the filing notes that on February 15, 2026, Swenson received 600,000 shares of Class A Common Stock with a recorded value of $0.00 as part of Restricted Stock Units granted under the company’s 2021 Equity Incentive Plan. Those RSUs are scheduled to vest in three equal tranches - one-third by July 15, 2026, one-third by July 15, 2027, and the final third by July 15, 2028.
After accounting for the open-market sale and the recent RSU grant, Swenson's direct holdings total 2,022,742 shares of Nerdy Inc. This total comprises 1,091,573 shares of Class A Common Stock and 931,169 restricted stock units that remain outstanding.
Context within insider activity: The Swenson transactions occur alongside material insider purchases by the company's founder and chief executive. Chuck Cohn, who serves as Chairman, Founder, and CEO, bought 3.5 million shares of common stock during the fourth quarter of 2025. Those purchases were executed in the open market between November 19 and December 16, 2025, at an average price of $1.24 per share for a total outlay of $4.4 million. By the end of 2025 Cohn's total ownership rose to 91.4 million shares of Nerdy common stock.
Those fourth-quarter purchases are noted in filings as increasing Cohn's stake and are presented in the filings alongside Swenson's recent RSU activity. The documents show the mechanics of the RSU vesting schedule and the tax-related sell-to-cover execution but do not provide further commentary on strategy or future insider plans.
Key points
- Christopher C. Swenson sold 32,641 Class A shares on February 17, 2026, at $0.97 per share, netting $31,661 via an automatic sell-to-cover program.
- Swenson received 600,000 RSUs on February 15, 2026, under the 2021 Equity Incentive Plan; those units vest in three tranches on July 15 of 2026, 2027, and 2028.
- Separately, CEO Chuck Cohn purchased 3.5 million shares in Q4 2025 at an average of $1.24, increasing his holdings to 91.4 million shares by year-end.
Risks and uncertainties
- Tax withholding obligations triggered an automatic sale of vested shares - the filings show that such obligations can require immediate disposition of a portion of vested RSUs to satisfy federal and state taxes.
- The RSUs granted to Swenson vest over a three-year schedule, meaning the timing of when additional shares convert to full ownership is spread across multiple future dates.
- The filings document insider purchases and vesting events but do not disclose any forward-looking plans or potential market impact, leaving uncertainty about how these transactions will be interpreted by other investors.
This report is based on the information contained in the filed SEC Form 4 disclosures and related filings. The documents provide the transaction dates, share counts, prices where applicable, vesting schedule, and resulting ownership totals noted above.