NRDY

SEC source: 0001628280-26-062052 · wk-form4_1789503290.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 162,850

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 3,333 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 86,186 shares of Class A Common Stock and 76,664 restricted stock units. On August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its common stock. The number of shares reported reflects the reverse stock split.

SEC source: 0001628280-26-048911 · wk-form4_1784596182.xml · nonDerivative · entry 1

Paszterko John Andrew · CIK 0002083761 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,718,721

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 100,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 168,721 shares of Class A Common Stock and 1,550,000 restricted stock units.

SEC source: 0001628280-26-048909 · wk-form4_1784596131.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,468,924

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 50,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,268,924 shares of Class A Common Stock and 1,200,000 restricted stock units.

SEC source: 0001628280-26-048918 · wk-form4_1784596580.xml · nonDerivative · entry 1

Bagga Atul Madan Mohan · CIK 0002129766 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,463,574

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 125,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units.

SEC source: 0001628280-26-048910 · wk-form4_1784596159.xml · nonDerivative · entry 1

Callaway Kyle · CIK 0002145476 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 487,120

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 29,453 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 257,090 shares of Class A Common Stock and 230,030 restricted stock units.

SEC source: 0002083761-26-000003 · wk-form4_1784319975.xml · nonDerivative · entry 1

Paszterko John Andrew · CIK 0002083761 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,749,755

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending July 15, 2027, one-third at various points during the twelve months ending July 15, 2028, and one-third at various points during the twelve months ending July 15, 2029.

F2 · balance_after: Represents 99,755 shares of Class A Common Stock and 1,650,000 restricted stock units.

SEC source: 0001880166-26-000003 · wk-form4_1784320096.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,491,631

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2027, one-third at various points during the twelve months ending July 15, 2028, and one-third at various points during the twelve months ending July 15, 2029.

F2 · balance_after: Represents 1,241,631 shares of Class A Common Stock and 1,250,000 restricted stock units.

SEC source: 0002145476-26-000004 · wk-form4_1784319778.xml · nonDerivative · entry 1

Callaway Kyle · CIK 0002145476 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 500,497

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2027, one-third at various points during the twelve months ending July 15, 2028, and one-third at various points during the twelve months ending July 15, 2029.

F2 · balance_after: Represents 241,014 shares of Class A Common Stock and 259,483 restricted stock units.

SEC source: 0001628280-26-044367 · wk-form4_1781814960.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,891,631

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 40,585 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units.

SEC source: 0001628280-26-043434 · wk-form4_1781614890.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn Revocable Trust Agreement Dated February 10, 2016

Disclosed balance after: 978,311

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.97 to $1.01, 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.

SEC source: 0001880171-26-000010 · wk-form4_1781526202.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn Revocable Trust Agreement Dated February 10, 2016

Disclosed balance after: 728,304

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.98 to $1.00, 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.

SEC source: 0001880171-26-000007 · wk-form4_1781267253.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn Revocable Trust Agreement Dated February 10, 2016

Disclosed balance after: 477,223

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.94 to $0.99, 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.

SEC source: 0001628280-26-042379 · wk-form4_1781180393.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn Revocable Trust Agreement Dated February 10, 2016

Disclosed balance after: 219,019

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.91 to $0.92, 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.

SEC source: 0001628280-26-036907 · wk-form4_1779308329.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,911,784

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 50,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units.

SEC source: 0001628280-26-029918 · wk-form4_1777928673.xml · derivative · entry 2

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 310,483

Underlying: Class A Common Stock · 68,548 shares

Expires 2036-04-30

F2 · shares: The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-26-029918 · wk-form4_1777928673.xml · derivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 241,935

Underlying: Class A Common Stock · 241,935 shares

Expires 2036-04-30

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001807239-26-000001 · primary_doc.xml · derivative · entry 2

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 276,612

Underlying: Class A Common Stock · 34,677 shares

Expires 2036-04-30

F1 · shares: The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a part of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001807239-26-000001 · primary_doc.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 241,935

Underlying: Class A Common Stock · 241,935 shares

Expires 2036-04-30

SEC source: 0001628280-26-029916 · wk-form4_1777928653.xml · derivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 338,709

Underlying: Class A Common Stock · 96,774 shares

Expires 2036-04-30

F2 · shares: The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-26-029916 · wk-form4_1777928653.xml · derivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 241,935

Underlying: Class A Common Stock · 241,935 shares

Expires 2036-04-30

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-26-029915 · wk-form4_1777928634.xml · derivative · entry 2

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 312,903

Underlying: Class A Common Stock · 70,968 shares

Expires 2036-04-30

F2 · shares: The number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-26-029915 · wk-form4_1777928634.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 241,935

Underlying: Class A Common Stock · 241,935 shares

Expires 2036-04-30

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001440008-26-000002 · form4.xml · derivative · entry 2

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 330,645

Underlying: Class A Common Stock · 88,710 shares

Expires 2036-04-30

F2 · shares: The number of options issued reflects the value of the Reporting Person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. Board of Directors. The Reporting Person has elected to have all or a portion of his additional annual cash retainer and annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

F3 · derivative.exercise_date: The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.

F4 · derivative.underlying_shares: Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

SEC source: 0001440008-26-000002 · form4.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 241,935

Underlying: Class A Common Stock · 241,935 shares

Expires 2036-04-30

F1 · shares: The number of options issued reflects the value of the Reporting Person's annual equity award for service on the Nerdy Inc. Board of Directors.

F3 · derivative.exercise_date: The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.

F4 · derivative.underlying_shares: Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

SEC source: 0002083761-26-000001 · wk-form4_1776724342.xml · nonDerivative · entry 1

Paszterko John Andrew · CIK 0002083761 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,149,755

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 100,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.

SEC source: 0001880166-26-000001 · wk-form4_1776724311.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,934,580

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 150,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units.

SEC source: 0001628280-26-025576 · wk-form4_1776379795.xml · nonDerivative · entry 1

Bagga Atul Madan Mohan · CIK 0002129766 · Chief FInancial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,500,000

F1 · balance_after: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending April 15, 2027, one-third at various points during the twelve months ending April 15, 2028, and one-third at various points during the twelve months ending April 15, 2029.

SEC source: 0001628280-26-019456 · wk-form4_1773866787.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,540,626

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,056,318 shares of Class A Common Stock and 1,484,308 restricted stock units.

SEC source: 0001628280-26-019457 · wk-form4_1773866814.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,004,376

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 40,584 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,113,791 shares of Class A Common Stock and 890,585 restricted stock units.

SEC source: 0001628280-26-017359 · wk-form4_1773349702.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 2,571,235

F1 · shares: The shares were not sold as a result of any disagreement with the Company, and Mr. Pello remains an officer of the Company.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.86 to $0.97, 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 · balance_after: Represents 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

SEC source: 0001628280-26-009419 · wk-form4_1771464206.xml · nonDerivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,022,742

F2 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 63,353 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F3 · balance_after: Represents 1,091,573 shares of Class A Common Stock and 931,169 restricted stock units.

SEC source: 0001628280-26-009420 · wk-form4_1771464223.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,646,235

F2 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 96,686 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F3 · balance_after: Represents 1,094,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

SEC source: 0001628280-26-009418 · wk-form4_1771464188.xml · nonDerivative · entry 1

Paszterko John Andrew · CIK 0002083761 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,181,543

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending January 15, 2027, one-third at various points during the twelve months ending January 15, 2028, and one-third at various points during the twelve months ending January 15, 2029.

F2 · balance_after: Represents 31,543 shares of Class A Common Stock and 1,150,000 restricted stock units.

SEC source: 0001628280-26-009419 · wk-form4_1771464206.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,055,383

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2026, one-third at various points during the twelve months ending July 15, 2027, and one-third at various points during the twelve months ending July 15, 2028.

SEC source: 0001628280-26-009420 · wk-form4_1771464223.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,696,049

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the months ending July 15, 2026, one-third at various points during the twelve months ending July 15, 2027, and one-third at various points during the twelve months ending July 15, 2028.

SEC source: 0001628280-26-002750 · wk-form4_1768953395.xml · nonDerivative · entry 1

Paszterko John Andrew · CIK 0002083761 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 581,543

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 50,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 31,543 shares of Class A Common Stock and 550,000 restricted stock units.

SEC source: 0001628280-25-058999 · wk-form4_1767043407.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,455,383

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.21 to $1.37, 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.

F1 · acquired: The shares were not sold as a result of any disagreement with the Company, and Mr. Swenson remains an officer of the Company.

F3 · balance_after: Represents 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units.

SEC source: 0001628280-25-057821 · wk-form4_1766066664.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 32,867,174

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.19 to $1.28, 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.

SEC source: 0001628280-25-057954 · wk-form4_1766092923.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,490,383

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 40,585 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,095,861 shares of Class A Common Stock and 394,522 restricted stock units.

SEC source: 0001628280-25-057955 · wk-form4_1766092945.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,696,049

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,047,414 shares of Class A Common Stock and 648,635 restricted stock units.

SEC source: 0001628280-25-057504 · wk-form4_1765980926.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 32,669,932

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.27 to $1.40, 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.

SEC source: 0001628280-25-057238 · wk-form4_1765893090.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 32,495,856

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.36 to $1.41, 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.

SEC source: 0001628280-25-056885 · wk-form4_1765807662.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 32,315,503

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.34 to $1.43, 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.

SEC source: 0001628280-25-056661 · wk-form4_1765547669.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 32,135,503

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.36 to $1.45, 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.

SEC source: 0001628280-25-056816 · wk-form4_1765577187.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,728,055

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.35 to $1.45, 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.

F1 · acquired: The shares were not sold as a result of any disagreement with the Company, and Mr. Pello remains an officer of the Company.

F3 · balance_after: Represents 1,011,779 shares of Class A Common Stock and 716,276 restricted stock units.

SEC source: 0001628280-25-056431 · wk-form4_1765460242.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 31,960,556

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.32 to $1.48, 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.

SEC source: 0001628280-25-056221 · wk-form4_1765369966.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 31,784,341

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.30 to $1.35, 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.

SEC source: 0001628280-25-055950 · wk-form4_1765281489.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 31,599,850

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.34 to $1.45 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.

SEC source: 0001628280-25-055743 · wk-form4_1765203666.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 31,421,881

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.34 to $1.42, 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.

SEC source: 0001628280-25-055479 · wk-form4_1764941657.xml · nonDerivative · entry 2

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Family Trust U/A/D 3/16/2017

Disclosed balance after: 31,234,951

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.32 to $1.35, 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.