NRDY

SEC source: 0001628280-24-051560 · wk-form4_1734389652.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: 850,333

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.

SEC source: 0001628280-24-050838 · wk-form4_1733957116.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: 660,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.66 to $1.87, 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: 0001628280-24-050838 · wk-form4_1733957116.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: 700,333

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.66 to $1.87, 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: 0001628280-24-050667 · wk-form4_1733869510.xml · nonDerivative · entry 1

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

10b5-1 filing: No plan indicated

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 13,194,231

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.52 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.

F2 · ownership.nature: Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.

SEC source: 0001628280-24-050495 · wk-form4_1733781756.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 174,100

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.44 to $1.47, 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: 0001628280-24-050497 · wk-form4_1733781819.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: 25,509,191

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.45 to $1.55, 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: 0001628280-24-049823 · wk-form4_1733267224.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: 550,333

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 $1.55, 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: 0001628280-24-049416 · wk-form4_1732745614.xml · derivative · entry 6

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: 1,150,000

Underlying: Class A Common Stock · 150,000 shares

Expires not disclosed

F4 · 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.

F4 · 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.

F4 · 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: 0001628280-24-049416 · wk-form4_1732745614.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: 25,082,433

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.40 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: 0001628280-24-049166 · wk-form4_1732571975.xml · nonDerivative · entry 2

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 141,045

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.29 to $1.33, 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: 0001628280-24-049323 · wk-form4_1732660120.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: 24,782,433

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.38 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: 0001628280-24-049166 · wk-form4_1732571975.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 121,045

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.37 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: 0001628280-24-049167 · wk-form4_1732572036.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: 24,360,637

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.23 to $1.30, 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: 0001628280-24-049044 · wk-form4_1732315142.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: 24,223,884

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 $1.25, 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: 0001628280-24-049043 · wk-form4_1732315113.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,768,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.24 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.

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 793,612 shares of Class A Common Stock and 974,636 Restricted Stock Units.

SEC source: 0001628280-24-048879 · wk-form4_1732228950.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: 23,477,549

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.08 to $1.25, 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: 0001628280-24-048720 · wk-form4_1732142719.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: 21,976,049

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 $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: 0001628280-24-048718 · wk-form4_1732142677.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,255,428

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 724,730 shares of Class A Common Stock and 1,530,698 restricted stock units.

SEC source: 0001628280-24-048555 · wk-form4_1732059844.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: 21,179,953

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.89 to $0.90, 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: 0001628280-24-048308 · wk-form4_1731971001.xml · derivative · entry 6

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: 1,000,000

Underlying: Class A Common Stock · 1,000,000 shares

Expires not disclosed

F3 · 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.

F3 · 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.

F3 · 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.

F2 · ownership.nature: Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.

SEC source: 0001628280-24-048308 · wk-form4_1731971001.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: 21,157,650

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.83 to $0.90, 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: 0001839882-24-039261 · nrdy-form4_111224.xml · nonDerivative · entry 1

TPG GP A, LLC · CIK 0001903793 · Former Director & 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former Director & 10% Owner

COULTER JAMES G · CIK 0001099776 · Former Director & 10% Owner

WINKELRIED JON · CIK 0001366946 · Former Director & 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 8,068,206

F1 · kind: Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") to its members (the "Distribution").

F1 · price: Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") to its members (the "Distribution").

F1 · ownership.nature: Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") to its members (the "Distribution").

F2 · ownership.nature: Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.

F3 · ownership.nature: TPG Inc. is the managing member of TPG GPCo, LLC, which is the managing member of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of TPG Pace Governance, LLC, which (i) directly holds 6,986,739 Class A Shares, and (ii) is the managing member of TPG Pace Tech Opportunities Sponsor. TPG GP A, LLC is the sole member of TPG GP Advisors, LLC, which is the general partner of TPG Cross-Platform VSP, L.P., which directly holds 267,917 Class A Shares.

F4 · ownership.nature: The Reporting Persons may be deemed to beneficially own the 583,550 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Governance, LLC, TPG Cross-Platform VSP, L.P. and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Governance, LLC, TPG Cross-Platform VSP, L.P. and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.

F5 · ownership.nature: As a result of the Distribution, TPG Pace Tech Opportunities Sponsor is no longer entitled to designate an individual for inclusion in the slate of nominees recommended by the Issuer's board of directors for election as a director. The Reporting Persons accordingly are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F6 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001628280-24-047984 · wk-form4_1731626665.xml · nonDerivative · entry 3

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: 510,704

SEC source: 0001628280-24-047984 · wk-form4_1731626665.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 5/24/18

Disclosed balance after: 510,704

SEC source: 0001628280-24-047984 · wk-form4_1731626665.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: 20,948,924

SEC source: 0001628280-24-047983 · wk-form4_1731626621.xml · nonDerivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 735,991

F1 · kind: Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC distributed, in accordance with its limited liability company agreement, shares of Class A common stock of Nerdy Inc. to its members, including Mr. Greg Mrva.

F1 · price: Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC distributed, in accordance with its limited liability company agreement, shares of Class A common stock of Nerdy Inc. to its members, including Mr. Greg Mrva.

SEC source: 0001628280-24-040617 · wk-form4_1726606169.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,325,918

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 630,290 shares of Class A Common Stock and 1,695,628 restricted stock units.

SEC source: 0001628280-24-040405 · wk-form4_1726490257.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 101,045

SEC source: 0001628280-24-040249 · wk-form4_1726174736.xml · nonDerivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,045

SEC source: 0001628280-24-037973 · wk-form4_1724245048.xml · nonDerivative · entry 1

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

10b5-1 filing: No plan indicated

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 13,025,870

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 $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.

F2 · ownership.nature: Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.

SEC source: 0001628280-24-037800 · wk-form4_1724106742.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,356,200

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 592,932 shares of Class A Common Stock and 1,763,268 restricted stock units

SEC source: 0001628280-24-037840 · wk-form4_1724155587.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: 13,110,718

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.83 to $0.96 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: 0001628280-24-037840 · wk-form4_1724155587.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: 11,117,526

SEC source: 0001628280-24-029175 · wk-form4_1718923026.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,407,103

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 478,904 shares of Class A Common Stock and 1,928,199 restricted stock units.

SEC source: 0001628280-24-028687 · wk-form4_1718717327.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: 2,117,526

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.88 to $2.03, 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: 0001628280-24-028416 · wk-form4_1718629605.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: 1,770,251

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.83 to $1.95, 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: 0001628280-24-028202 · wk-form4_1718369076.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: 1,422,976

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.74 to $1.88, 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: 0001628280-24-028006 · wk-form4_1718302986.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: 922,976

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.60 to $1.76, 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: 0001628280-24-027915 · wk-form4_1718233316.xml · derivative · entry 7

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Investments, LLC

Disclosed balance after: 29,789,570

Underlying: Class A Common Stock · 500,000 shares

Expires not disclosed

F4 · 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.

F4 · 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.

F4 · 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: 0001628280-24-027915 · wk-form4_1718233316.xml · derivative · entry 6

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By Cohn Investments, LLC

Disclosed balance after: 29,289,570

Underlying: Class A Common Stock · 500,000 shares

Expires not disclosed

F4 · 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.

F4 · 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.

F4 · 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: 0001628280-24-027915 · wk-form4_1718233316.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: 353,000

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.51 to $1.63, 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: 0001628280-24-024188 · wk-form4_1715985595.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,803,248

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 May 15, 2025, one-third at various points during the twelve months ending May 15, 2026 and one-third at various points during the twelve months ending May 15, 2027.

F2 · balance_after: Represents 517,582 shares of Class A Common Stock and 1,285,666 Restricted Stock Units.

SEC source: 0001628280-24-024189 · wk-form4_1715985619.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,476,049

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 twelve months ending May 15, 2025, one-third at various points during the twelve months ending May 15, 2026, and one-third at various points during the twelve months ending May 15, 2027.

F2 · balance_after: Represents 480,209 shares of Class A Common Stock and 1,995,840 Restricted Stock Units.

SEC source: 0001628280-24-024434 · wk-form4_1716254064.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,438,689

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 81,598 restricted stock units.

F2 · balance_after: Represents 442,849 shares of Class A Common Stock and 1,995,840 restricted stock units.

SEC source: 0001628280-24-020341 · wk-form4_1714769025.xml · derivative · entry 1

Blunt Abigail · CIK 0002019147 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 162,690

Underlying: Class A Common Stock · 162,690 shares

Expires 2034-05-01

F1 · derivative.exercise_date: On May 1, 2024 in connection with her initiation of service as a director, the Issuer issued to the Reporting Person options to purchase Class A Common Stock at an exercise price of $2.56 per share, which vest in three equal annual installments beginning on the anniversary of grant.

SEC source: 0001628280-24-020363 · wk-form4_1714770936.xml · derivative · entry 2

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,025

Underlying: Class A Common Stock · 12,025 shares

Expires 2034-05-01

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: 0001628280-24-020363 · wk-form4_1714770936.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 83,893

Underlying: Class A Common Stock · 83,893 shares

Expires 2034-05-01

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: 0001628280-24-020344 · wk-form4_1714769085.xml · derivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 33,557

Underlying: Class A Common Stock · 33,557 shares

Expires 2034-05-02

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: 0001628280-24-020344 · wk-form4_1714769085.xml · derivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 83,893

Underlying: Class A Common Stock · 83,893 shares

Expires 2034-05-01

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: 0001628280-24-020346 · wk-form4_1714769144.xml · derivative · entry 2

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 24,609

Underlying: Class A Common Stock · 24,609 shares

Expires 2034-05-01

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.