Insider Trading April 20, 2026 06:37 PM

Nerdy Legal Chief Sells Shares to Cover RSU Taxes; Company Faces NYSE Compliance Deadline

Christopher C. Swenson disposed of nearly 70,000 Class A shares as Nerdy reports modest revenue growth and a sub-$1 listing compliance notice

By Derek Hwang NRDY
Nerdy Legal Chief Sells Shares to Cover RSU Taxes; Company Faces NYSE Compliance Deadline
NRDY

Christopher C. Swenson, Chief Legal Officer of Nerdy Inc. (NRDY), sold 69,796 Class A shares on April 16, 2026, in an automatic sell-to-cover transaction tied to the vesting of restricted stock units. The trade raised $64,910 at $0.93 per share. Nerdy recently posted fourth-quarter 2025 revenue of $49.1 million, beating analyst estimates, but received a NYSE notice after its Class A stock averaged below $1.00 for a consecutive 30-day period and now has six months to regain compliance.

Key Points

  • Chief Legal Officer Christopher C. Swenson sold 69,796 Class A shares on April 16, 2026, at $0.93 per share, raising $64,910 to cover taxes linked to 150,000 vested restricted stock units - impacts corporate governance and insider activity monitoring.
  • After the sale, Swenson retains 1,934,580 total shares, including 1,193,995 Class A shares and 740,585 restricted stock units - relevant to shareholders tracking insider ownership concentration.
  • Nerdy reported Q4 2025 revenue of $49.1 million, beating analyst estimates by 7.14% and rising 2% year-over-year, while simultaneously facing a NYSE notice for averaging under $1.00 over 30 trading days - affecting equity listing status and investor attention.

Transaction overview

Christopher C. Swenson, the chief legal officer at Nerdy Inc. (NYSE: NRDY), executed an open-market sale of 69,796 shares of the company’s Class A common stock on April 16, 2026, according to a Securities and Exchange Commission filing. The shares were sold at $0.93 apiece, producing proceeds of $64,910. As of the filing, the stock was trading at $0.94, and the share price has been down roughly 35% over the past year.

Reason for the sale and mechanics

The filing states the sale was made to satisfy tax obligations that arose when 150,000 restricted stock units vested. All the shares disposed of in the transaction were sold automatically under Nerdy’s sell-to-cover program to meet federal and state tax withholding requirements for Mr. Swenson.

Insider holdings after the trade

Following the sale, Mr. Swenson directly holds a total of 1,934,580 shares. That aggregate comprises 1,193,995 shares of Class A common stock and 740,585 restricted stock units that remain outstanding.

Recent company financials

Nerdy’s fourth-quarter 2025 results show revenue of $49.1 million, which exceeded analyst expectations of $45.83 million. The reported figure represented a revenue surprise of 7.14% and a 2% increase versus the prior year for the same quarter.

Listing compliance notice

Separately, Nerdy has been notified by the New York Stock Exchange that the company is not in compliance with continued listing standards because its Class A common stock averaged below $1.00 over a consecutive 30 trading-day stretch. Under the notice, Nerdy has six months to cure the deficiency by achieving a closing price of at least $1.00. The company has stated its intention to address and rectify the situation.

Market context noted in filing

The filing referenced an InvestingPro analysis indicating NRDY appears undervalued at current levels and noted that the platform provides additional insights, including 10 more ProTips for investors evaluating the stock. The SEC filing contains the transaction details and the post-transaction holdings described above.


This article presents the factual record of the insider transaction, the company’s recent quarterly revenue performance, and the NYSE notice regarding listing compliance.

Risks

  • Listing risk: Nerdy has received a NYSE notice for non-compliance because its Class A common stock averaged below $1.00 over a consecutive 30 trading-day period; the company has six months to regain compliance by achieving a closing price of at least $1.00 - this directly affects equity market access and investor liquidity.
  • Share price weakness: The stock trades near $0.94 and is down roughly 35% over the past year, which may contribute to continued listing pressure and investor concern - relevant to public markets and equity investors.
  • Concentration and tax-driven selling: Automatic sell-to-cover dispositions tied to RSU vesting can lead to periodic insider-related share sales; such mechanics may introduce additional supply into the market when executives have material RSU vesting events - relevant to market microstructure and shareholder dilution considerations.

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