NRDY

SEC source: 0001628280-25-055479 · wk-form4_1764941657.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: 31,144,951

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.20 to $1.31, 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: 0001628280-25-055213 · wk-form4_1764848018.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 Investments Trust dtd 5/24/18

Disclosed balance after: 1,278,512

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.22 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: 0001628280-25-054928 · wk-form4_1764774238.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 Investments Trust dtd 5/24/18

Disclosed balance after: 1,080,412

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.29 to $1.34, 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: 0001628280-25-054606 · wk-form4_1764682304.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 Investments Trust dtd 5/24/18

Disclosed balance after: 891,412

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.28 to $1.32, 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: 0001628280-25-054293 · wk-form4_1764591118.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 5/24/18

Disclosed balance after: 1,540,307

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.20 to $1.26, 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: 0001628280-25-054229 · wk-form4_1764338283.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 5/24/18

Disclosed balance after: 1,395,524

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.10 to $1.18, 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: 0001628280-25-054078 · wk-form4_1764167132.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 5/24/18

Disclosed balance after: 1,276,282

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.01 to $1.10, 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: 0001628280-25-053912 · wk-form4_1764078530.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: 31,053,279

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.02 to $1.09, 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: 0001628280-25-053912 · wk-form4_1764078530.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 5/24/18

Disclosed balance after: 1,037,533

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.04 to $1.08, 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: 0001628280-25-053696 · wk-form4_1763988894.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: 30,983,269

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.93 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: 0001628280-25-053495 · wk-form4_1763730814.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: 30,779,769

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.85 to $0.94, 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: 0001628280-25-053026 · wk-form4_1763514716.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,509,587

F1 · price: 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.

F2 · balance_after: Represents 1,074,480 shares of Class A Common Stock and 435,107 restricted stock units.

SEC source: 0001628280-25-053027 · wk-form4_1763514738.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,803,055

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 96,687 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 1,086,779 shares of Class A Common Stock and 716,276 restricted stock units.

SEC source: 0001628280-25-052339 · wk-form4_1763154205.xml · nonDerivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 685,991

SEC source: 0001628280-25-052339 · wk-form4_1763154205.xml · nonDerivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 710,991

SEC source: 0001628280-25-045276 · wk-form4_1760654904.xml · nonDerivative · entry 1

Paszterko John Andrew · CIK 0002083761 · Chief Operating Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 600,000

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 twelve months ending October 15, 2026, one-third at various points during the twelve months ending October 15, 2027, and one-third at various points during the twelve months ending October 15, 2028.

SEC source: 0001880166-25-000003 · wk-form4_1758231853.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,538,397

F1 · shares: 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 1,039,937 shares of Class A Common Stock and 498,460 restricted stock units.

SEC source: 0001880176-25-000004 · wk-form4_1758231785.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,847,024

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,640 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 1,034,061 shares of Class A Common Stock and 812,963 restricted stock units.

SEC source: 0001628280-25-041523 · wk-form4_1756904431.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 226,000

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.35 to $1.36, 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: 0001628280-25-040929 · wk-form4_1755726208.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,556,825

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 83,978 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 1,017,781 shares of Class A Common Stock and 539,044 restricted stock units.

SEC source: 0001628280-25-040927 · wk-form4_1755726168.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,877,738

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 117,311 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 997,135 shares of Class A Common Stock and 880,603 restricted stock units.

SEC source: 0001628280-25-032150 · wk-form4_1750279378.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,594,670

F1 · shares: 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 971,648 shares of Class A Common Stock and 623,022 restricted stock units.

SEC source: 0001628280-25-032151 · wk-form4_1750279400.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,930,604

F1 · shares: 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 932,690 shares of Class A Common Stock and 997,914 restricted stock units.

SEC source: 0001628280-25-028186 · wk-form4_1748465529.xml · nonDerivative · entry 2

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 201,000

SEC source: 0001628280-25-028186 · wk-form4_1748465529.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 196,000

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.59 to $1.60 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: 0001628280-25-026917 · wk-form4_1747777365.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,612,388

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 114,931 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 948,781 shares of Class A Common Stock and 663,607 restricted stock units.

SEC source: 0001628280-25-026919 · wk-form4_1747777409.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,960,134

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 164,930 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 894,579 shares of Class A Common Stock and 1,065,555 restricted stock units.

SEC source: 0001628280-25-021551 · wk-form4_1746130797.xml · derivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 127,334

Underlying: Class A Common Stock · 127,334 shares

Expires 2035-04-29

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: 0001628280-25-021548 · wk-form4_1746130762.xml · derivative · entry 2

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 145,585

Underlying: Class A Common Stock · 18,251 shares

Expires 2035-04-30

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 portion 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: 0001628280-25-021548 · wk-form4_1746130762.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 127,334

Underlying: Class A Common Stock · 127,334 shares

Expires 2035-04-30

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 portion 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: 0001628280-25-021555 · wk-form4_1746130835.xml · derivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 178,268

Underlying: Class A Common Stock · 50,934 shares

Expires 2035-04-29

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 portion 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: 0001628280-25-021555 · wk-form4_1746130835.xml · derivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 127,334

Underlying: Class A Common Stock · 127,334 shares

Expires 2035-04-29

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 portion 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: 0001628280-25-021543 · wk-form4_1746130692.xml · derivative · entry 2

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 164,685

Underlying: Class A Common Stock · 37,351 shares

Expires 2035-04-29

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 portion 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: 0001628280-25-021543 · wk-form4_1746130692.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 127,334

Underlying: Class A Common Stock · 127,334 shares

Expires 2035-04-29

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 portion 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: 0001062993-25-008316 · form4.xml · derivative · entry 2

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 46,689

Underlying: Class A Common Stock · 46,689 shares

Expires 2035-04-29

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 portion 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 fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/29/26), or (ii) the next annual meeting of Nerdy Inc. stockholders.

F3 · 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: 0001062993-25-008316 · form4.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 127,334

Underlying: Class A Common Stock · 127,334 shares

Expires 2035-04-29

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 portion 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 fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/29/26), or (ii) the next annual meeting of Nerdy Inc. stockholders.

F3 · 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: 0001628280-25-013910 · wk-form4_1742424414.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,665,902

F1 · shares: 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 887,364 shares of Class A Common Stock and 778,538 restricted stock units.

SEC source: 0001628280-25-013911 · wk-form4_1742424426.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,036,928

F1 · shares: 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 806,443 shares of Class A Common Stock and 1,230,485 restricted stock units.

SEC source: 0001628280-25-012862 · wk-form4_1741986155.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 2,068,805

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.49 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.

F1 · acquired: 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.

F3 · balance_after: Represents 770,679 shares of Class A Common Stock and 1,298,126 restricted stock units.

SEC source: 0001628280-25-012375 · wk-form4_1741811852.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 188,630

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.50 to $1.53, 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: 0001628280-25-006915 · wk-form4_1740092849.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,685,028

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 114,930 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 865,906 shares of Class A Common Stock and 819,122 restricted stock units.

SEC source: 0001628280-25-006918 · wk-form4_1740092892.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,143,805

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 164,931 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 845,679 shares of Class A Common Stock and 1,298,126 restricted stock units.

SEC source: 0001628280-25-006458 · wk-form4_1740003746.xml · derivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 500,000

Underlying: Class A Common Stock · 500,000 shares

Expires 2028-02-15

F1 · derivative.exercise_price: Each performance right represents a contingent right to receive 1 share of Class A common stock. The rights are subject to time-based vesting (Time Vesting) and performance- based vesting (Performance Vesting) both of which must be satisfied before the associated rights will vest. The Time Vesting shall be satisfied over a three year period (Performance Period). In the event the Performance Vesting Milestones (Milestones) are not achieved on or prior to the last day of the Performance Period, the respective components of the rights will be forfeited. 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 1, an average closing stock price of $3.24; and 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 2, an average closing stock price of $4.86. Each milestone is calculated over any 20 day trading period during the Performance Period.

F1 · derivative.exercise_date: Each performance right represents a contingent right to receive 1 share of Class A common stock. The rights are subject to time-based vesting (Time Vesting) and performance- based vesting (Performance Vesting) both of which must be satisfied before the associated rights will vest. The Time Vesting shall be satisfied over a three year period (Performance Period). In the event the Performance Vesting Milestones (Milestones) are not achieved on or prior to the last day of the Performance Period, the respective components of the rights will be forfeited. 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 1, an average closing stock price of $3.24; and 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 2, an average closing stock price of $4.86. Each milestone is calculated over any 20 day trading period during the Performance Period.

SEC source: 0001628280-25-006459 · wk-form4_1740003756.xml · derivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 306,748

Underlying: Class A Common Stock · 306,748 shares

Expires 2028-02-15

F1 · derivative.exercise_price: Each performance right represents a contingent right to receive 1 share of Class A common stock. The rights are subject to time-based vesting (Time Vesting) and performance- based vesting (Performance Vesting) both of which must be satisfied before the associated rights will vest. The Time Vesting shall be satisfied over a three year period (Performance Period). In the event the Performance Vesting Milestones (Milestones) are not achieved on or prior to the last day of the Performance Period, the respective components of the rights will be forfeited. 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 1, an average closing stock price of $3.24; and 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 2, an average closing stock price of $4.86. Each milestone is calculated over any 20 day trading period during the Performance Period.

F1 · derivative.exercise_date: Each performance right represents a contingent right to receive 1 share of Class A common stock. The rights are subject to time-based vesting (Time Vesting) and performance- based vesting (Performance Vesting) both of which must be satisfied before the associated rights will vest. The Time Vesting shall be satisfied over a three year period (Performance Period). In the event the Performance Vesting Milestones (Milestones) are not achieved on or prior to the last day of the Performance Period, the respective components of the rights will be forfeited. 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 1, an average closing stock price of $3.24; and 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 2, an average closing stock price of $4.86. Each milestone is calculated over any 20 day trading period during the Performance Period.

SEC source: 0001628280-24-051591 · wk-form4_1734443992.xml · derivative · entry 7

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By Rarefied Air Capital LLC

Disclosed balance after: 1,500,000

Underlying: Class A Common Stock · 350,000 shares

Expires not disclosed

F5 · derivative.exercise_price: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

F5 · derivative.exercise_date: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

F5 · derivative.expiration_date: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

SEC source: 0001628280-24-051591 · wk-form4_1734443992.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: 30,509,191

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.63 to $2.05 , 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: 0001628280-24-051915 · wk-form4_1734562528.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,225,186

F1 · shares: 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 762,129 shares of Class A Common Stock and 1,463,057 restricted stock units.

SEC source: 0001628280-24-051561 · wk-form4_1734389718.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,743,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.46 to $1.52, 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 809,196 shares of Class A Common Stock and 934,052 Restricted Stock Units

SEC source: 0001628280-24-051591 · wk-form4_1734443992.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: 28,509,191

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.51 to $1.80, 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: 0001628280-24-051560 · wk-form4_1734389652.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 Investments Trust dtd 5/24/18

Disclosed balance after: 810,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.57 to $1.67, 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.