NRDY

SEC source: 0001628280-24-020346 · wk-form4_1714769144.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · 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: 0001062993-24-009361 · form4.xml · derivative · entry 2

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,761

Underlying: Class A Common Stock · 30,761 shares

Expires 2034-05-01

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.

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: 0001062993-24-009361 · form4.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · 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 · 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.

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: 0001628280-24-017717 · wk-form4_1713993612.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,203,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.48 to $2.57, 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 entered into for tax planning purposes. 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 452,650 shares of Class A Common Stock and 750,598 Restricted Stock Units.

SEC source: 0001628280-24-013112 · wk-form4_1711487026.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,476,049

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units.

SEC source: 0001628280-24-012252 · wk-form4_1710968621.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,233,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.92 to $3.07, 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.

SEC source: 0001628280-24-011810 · wk-form4_1710852492.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: 260,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.88 to $3.09, 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: 0001628280-24-011810 · wk-form4_1710852492.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: 260,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.88 to $3.09, 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: 0001628280-24-011587 · wk-form4_1710767460.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: 223,204

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.80 to $2.88, 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: 0001628280-24-011587 · wk-form4_1710767460.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: 223,204

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.80 to $2.88, 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: 0001628280-24-011328 · wk-form4_1710507698.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: 185,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.68 to $2.88, 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: 0001628280-24-011328 · wk-form4_1710507698.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: 185,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.68 to $2.88, 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: 0001628280-24-011076 · wk-form4_1710420206.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: 148,204

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.73 to $2.86, 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: 0001628280-24-011076 · wk-form4_1710420206.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: 148,204

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.73 to $2.86, 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: 0001628280-24-010798 · wk-form4_1710334895.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: 10,855,579

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.84 to $2.91, 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: 0001628280-24-006478 · wk-form4_1708648994.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,505,244

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 80,384 restricted stock units.

SEC source: 0001628280-24-002116 · wk-form4_1706136834.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,258,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.11 to $3.21, 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.

SEC source: 0001628280-23-042162 · wk-form4_1703090085.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,547,140

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units

SEC source: 0001628280-23-039678 · wk-form4_1700527411.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,578,238

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 80,384 restricted stock units.

SEC source: 0001387131-23-011713 · nerdy-form4_092623.xml · derivative · entry 5

TPG GP A, LLC · CIK 0001903793 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

WINKELRIED JON · CIK 0001366946 · 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: 0

Underlying: Class A Common Stock · 5,128,889 shares

Expires 2026-09-20

F2 · price: On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares.

F2 · ownership.nature: On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares.

F3 · ownership.nature: Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which 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, which 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 is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds 10,545,472 Class A Shares.

F4 · ownership.nature: The Reporting Persons may be deemed to beneficially own the 50,000 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.

F5 · 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.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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: 0001387131-23-011713 · nerdy-form4_092623.xml · nonDerivative · entry 2

TPG GP A, LLC · CIK 0001903793 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

WINKELRIED JON · CIK 0001366946 · 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: 10,825,472

F2 · price: On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares.

F2 · ownership.nature: On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares.

F3 · ownership.nature: Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which 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, which 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 is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds 10,545,472 Class A Shares.

F4 · ownership.nature: The Reporting Persons may be deemed to beneficially own the 50,000 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.

F5 · 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.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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: 0001387131-23-011713 · nerdy-form4_092623.xml · nonDerivative · entry 1

TPG GP A, LLC · CIK 0001903793 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

WINKELRIED JON · CIK 0001366946 · 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: 9,543,250

F1 · kind: On September 28, 2023, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") surrendered to Nerdy Inc. (the "Issuer") for cancellation at no cost 2,400,000 shares of Class A Common Stock ("Class A Shares") that had been subject to forfeiture if certain stock price thresholds had not been achieved within a period of five years from September 20, 2021. The remaining Class A Shares held by TPG Pace Tech Opportunities Sponsor are no longer subject to potential forfeiture.

F1 · ownership.nature: On September 28, 2023, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") surrendered to Nerdy Inc. (the "Issuer") for cancellation at no cost 2,400,000 shares of Class A Common Stock ("Class A Shares") that had been subject to forfeiture if certain stock price thresholds had not been achieved within a period of five years from September 20, 2021. The remaining Class A Shares held by TPG Pace Tech Opportunities Sponsor are no longer subject to potential forfeiture.

F3 · ownership.nature: Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which 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, which 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 is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds 10,545,472 Class A Shares.

F4 · ownership.nature: The Reporting Persons may be deemed to beneficially own the 50,000 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.

F5 · 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.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 8

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: 28,789,570

Underlying: Class A Common Stock · 214,709 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 7

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn VT Trust dtd 5/26/1

Disclosed balance after: 11,275,428

Underlying: Class A Common Stock · 84,135 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.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: 28,574,861

Underlying: Class A Common Stock · 562,275 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 5

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn VT Trust dtd 5/26/1

Disclosed balance after: 11,191,293

Underlying: Class A Common Stock · 220,280 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 4

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: 0

Underlying: Class B Common Stock · 858,836 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 3

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By Charles K. Cohn VT Trust dtd 5/26/17

Disclosed balance after: 0

Underlying: Class B Common Stock · 336,540 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 2

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

10b5-1 filing: No plan indicated

Ownership: Indirect · by Charles K. Cohn VT Trust dtd 5/26/17

Disclosed balance after: 0

Underlying: Class B Common Stock · 550,701 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

SEC source: 0001628280-23-033337 · wk-form4_1696025833.xml · derivative · entry 1

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: 0

Underlying: Class B Common Stock · 1,405,689 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.

SEC source: 0001628280-23-033333 · wk-form4_1696025722.xml · derivative · entry 6

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,033,399

Underlying: Class A Common Stock · 4,325 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.

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

SEC source: 0001628280-23-033333 · wk-form4_1696025722.xml · derivative · entry 5

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,029,074

Underlying: Class A Common Stock · 11,325 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.

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

SEC source: 0001628280-23-033333 · wk-form4_1696025722.xml · derivative · entry 4

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 4,291 shares

Expires 2026-09-20

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

SEC source: 0001628280-23-033333 · wk-form4_1696025722.xml · derivative · entry 3

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 17,303 shares

Expires not disclosed

F1 · derivative.exercise_price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

SEC source: 0001628280-23-033333 · wk-form4_1696025722.xml · derivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 28,314 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.

SEC source: 0001628280-23-033333 · wk-form4_1696025722.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,288,248

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.

SEC source: 0001628280-23-033341 · wk-form4_1696033407.xml · derivative · entry 4

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 51,246 shares

Expires 2026-09-20

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 51,246 warrants for 12,811 shares of Class A Common stock

SEC source: 0001628280-23-033341 · wk-form4_1696033407.xml · derivative · entry 3

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,039 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 815 Earnout Shares

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 815 Earnout Shares

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 815 Earnout Shares

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 815 Earnout Shares

SEC source: 0001628280-23-033341 · wk-form4_1696033407.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,616,086

F2 · shares: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 815 Earnout Shares

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 815 Earnout Shares

SEC source: 0001628280-23-033341 · wk-form4_1696033407.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,615,271

F1 · shares: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 51,246 warrants for 12,811 shares of Class A Common stock

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 51,246 warrants for 12,811 shares of Class A Common stock

SEC source: 0001628280-23-033335 · wk-form4_1696025777.xml · derivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 20,000 shares

Expires not disclosed

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 20,000 warrants for 5,000 shares of Class A Common Stock.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 20,000 warrants for 5,000 shares of Class A Common Stock.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 20,000 warrants for 5,000 shares of Class A Common Stock.

SEC source: 0001628280-23-033335 · wk-form4_1696025777.xml · nonDerivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 135,000

F1 · date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 20,000 warrants for 5,000 shares of Class A Common Stock.

F1 · shares: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 20,000 warrants for 5,000 shares of Class A Common Stock.

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 20,000 warrants for 5,000 shares of Class A Common Stock.

SEC source: 0001628280-23-033336 · wk-form4_1696025807.xml · derivative · entry 4

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By STUART J. UDELL 2012 FAMILY TRUST

Disclosed balance after: 18,457

Underlying: Class A Common Stock · 360 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.

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 542 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 360 Earnout Shares.

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.

SEC source: 0001628280-23-033336 · wk-form4_1696025807.xml · derivative · entry 3

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By STUART J. UDELL 2012 FAMILY TRUST

Disclosed balance after: 18,097

Underlying: Class A Common Stock · 137 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.

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 551 warrants for 137 shares of Class B Common Stock.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 551 warrants for 137 shares of Class B Common Stock.

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.

SEC source: 0001628280-23-033336 · wk-form4_1696025807.xml · derivative · entry 2

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By STUART J. UDELL 2012 FAMILY TRUST

Disclosed balance after: 0

Underlying: Class B Common Stock · 902 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 542 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 360 Earnout Shares.

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 542 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 360 Earnout Shares.

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 542 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 360 Earnout Shares.

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 542 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 360 Earnout Shares.

SEC source: 0001628280-23-033336 · wk-form4_1696025807.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By STUART J. UDELL 2012 FAMILY TRUST

Disclosed balance after: 0

Underlying: Class B Common Stock · 551 shares

Expires 2026-09-20

F1 · derivative.exercise_price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 551 warrants for 137 shares of Class B Common Stock.

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 551 warrants for 137 shares of Class B Common Stock.

SEC source: 0001628280-23-033334 · wk-form4_1696025746.xml · derivative · entry 2

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 5,000 shares

Expires not disclosed

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 5,000 warrants for 1,250 shares of Class A Common Stock.

F1 · derivative.exercise_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 5,000 warrants for 1,250 shares of Class A Common Stock.

F1 · derivative.expiration_date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 5,000 warrants for 1,250 shares of Class A Common Stock.

SEC source: 0001628280-23-033334 · wk-form4_1696025746.xml · nonDerivative · entry 1

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 66,250

F1 · date: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 5,000 warrants for 1,250 shares of Class A Common Stock.

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 5,000 warrants for 1,250 shares of Class A Common Stock.

SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 8

Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner

TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner

TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner

TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner

Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner

Marshall Christopher P · CIK 0001440008 · Director · 10% owner

TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By TCV VIII VT Master, L.P.

Disclosed balance after: 16,636,527

Underlying: Class A Common Stock · Not disclosed shares

Expires not disclosed

F7 · derivative.exercise_price: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election.

F4 · kind: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity.

F4 · price: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity.

F7 · derivative.expiration_date: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election.

F4 · derivative.underlying_shares: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity.

F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund").

F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 7

Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner

TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner

TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner

TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner

Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner

Marshall Christopher P · CIK 0001440008 · Director · 10% owner

TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Indirect · By TCV VIII VT Master, L.P.

Disclosed balance after: 17,124,053

Underlying: Class A Common Stock · 124,138 shares

Expires not disclosed

F7 · derivative.exercise_price: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election.

F3 · kind: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.

F3 · price: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.

F7 · derivative.expiration_date: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election.

F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund").

F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.