COO’s Routine Sell‑to‑Cover Move Highlights Nerdy’s Conservative Insider Selling Strategy

Insider Activity Highlights a Routine Sell‑to‑Cover Move

On January 16, 2026, Chief Operating Officer John Andrew Paszterko executed a sale of 18,457 shares of Nerdy’s Class A common stock at $1.01 per share. The transaction was part of the company’s sell‑to‑cover program that automatically liquidates a portion of restricted‑stock‑unit (RSU) vesting proceeds to satisfy federal and state tax withholding. The sale left Paszterko with 581,543 shares, roughly 0.47 % of the outstanding equity. Because the sale was mechanically driven, it offers little insight into management’s view of the business, but it does signal that the company is still honoring its RSU commitments—a routine but necessary aspect of executive compensation.

Implications for Investors and the Company’s Trajectory

The sale’s timing coincides with a broader trend of insider selling that has seen multiple senior executives – from the CEO to the CFO and legal officer – liquidate sizeable positions in December 2025. While these sales are often tax‑related, they can also reflect a cautious stance amid a sharp decline in Nerdy’s share price (−18.3 % month‑to‑month, −39.1 % year‑to‑date). For investors, the pattern suggests that insiders are not aggressively buying back into the company, possibly due to the negative earnings outlook (P/E of –2.81) and the recent 52‑week low at $0.77. The lack of new equity issuances or buybacks further underscores a conservative capital‑allocation strategy at this juncture.

Paszterko’s Insider Profile: A Consistent, Conservative Approach

Paszterko’s trading history is characterized by large, infrequent purchases and tax‑related sales. His last significant buy was on October 15, 2025, when he purchased 600,000 shares at $1.11 each, immediately followed by the sell‑to‑cover transaction in January. The absence of any selling outside of RSU settlements indicates a long‑term, stake‑holding orientation. Historically, Paszterko has held more than 500,000 shares on at least two occasions, reflecting a substantial personal exposure to Nerdy’s performance. This pattern aligns with a typical COO’s focus on operational execution rather than short‑term market movements.

What This Means for the Future

• Capital Discipline: With no evidence of large insider buybacks or new equity issuances, Nerdy appears to be prioritizing operational cash flow and debt management over aggressive capital deployment.
• Investor Confidence: The continued presence of sizable insider holdings suggests confidence in the company’s long‑term strategy, even as share prices hover near their 52‑week low.
• Watch for Earnings: The next quarterly report will be critical. If Nerdy can demonstrate revenue growth from its AI‑enabled learning platform, it may spark renewed insider buying and a rebound in the share price.

In summary, Paszterko’s recent sale is a routine tax‑cover move amid a broader pattern of cautious insider selling. Investors should view this as a normal component of executive compensation, while keeping an eye on future earnings and strategic initiatives that could shift sentiment and trigger renewed insider confidence.