NRDY

SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 6

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: 0

Underlying: Nerdy LLC Units · Not disclosed shares

Expires not disclosed

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.

F6 · derivative.expiration_date: OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date.

F3 · derivative.underlying_shares: 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.

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 5

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 (A), L.P.

Disclosed balance after: 0

Underlying: Class A Common Stock · Not disclosed shares

Expires not disclosed

F1 · kind: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F1 · price: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F5 · derivative.expiration_date: Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date.

F1 · derivative.underlying_shares: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

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 · nonDerivative · entry 4

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

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.

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 · nonDerivative · entry 3

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

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.

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 · nonDerivative · entry 2

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 (A), L.P.

Disclosed balance after: 3,949,791

F2 · kind: Forfeiture of shares of Class A Common Stock (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 shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares.

F2 · price: Forfeiture of shares of Class A Common Stock (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 shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares.

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 · nonDerivative · entry 1

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 (A), L.P.

Disclosed balance after: 4,065,538

F1 · kind: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F1 · price: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

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: 0001628280-23-033981 · wk-form4a_1696540802.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 12,674 shares of Class A Common stock

SEC source: 0001628280-23-033981 · wk-form4a_1696540802.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 455 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 455 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 455 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 455 Earnout Shares

SEC source: 0001628280-23-033981 · wk-form4a_1696540802.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,615,589

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 455 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 455 Earnout Shares

SEC source: 0001628280-23-033981 · wk-form4a_1696540802.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,615,134

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 12,674 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 12,674 shares of Class A Common stock

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · derivative · entry 8

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 1,218,548

Underlying: Class A Common Stock · 35,710 shares

Expires not disclosed

F10 · 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.

F7 · 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.

F10 · 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.

F6 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · derivative · entry 7

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 1,254,258

Underlying: Class A Common Stock · 9,092 shares

Expires not disclosed

F10 · 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.

F5 · 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.

F10 · 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.

F6 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · derivative · entry 6

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class B Common Stock · Not disclosed shares

Expires not disclosed

F5 · 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.

F5 · 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.

F9 · derivative.expiration_date: OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date.

F5 · derivative.underlying_shares: 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.

F6 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · derivative · entry 5

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · Not disclosed shares

Expires not disclosed

F1 · kind: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F1 · price: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F8 · derivative.expiration_date: Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date.

F1 · derivative.underlying_shares: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F2 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management X, LLC ("LCM X"), a Managing Member of Learn Capital Management XI, LLC ("LCM XI"), a Managing Member of Learn Capital Management XII, LLC ("LCM XII"), a Managing Member of Learn Capital Management XIII, LLC ("LCM XIII") and a Managing Member of Learn Capital Management XVI, LLC ("LCM XVI").

F3 · ownership.nature: LCM X is the sole general partner of Learn Capital Special Opportunities Fund X, L.P. ("LCSOF X"). LCM XI is the sole general partner of Learn Capital Special Opportunities Fund XI, L.P. ("LCSOF XI"). LCM XII is the sole general partner of Learn Capital Special Opportunities Fund XII, L.P. ("LCSOF XII"). LCM XIII is the sole general partner of Learn Capital Special Opportunities Fund XIII, L.P. ("LCSOF XIII"). LCM XVI is the sole general partner of Learn Capital Special Opportunities Fund XVI, L.P. ("LCSOF XVI"). Each of LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII and LCSOF XVI hold an interest in the Issuer therefore Mr. Hutter, LCM X, LCM XI, LCM XII, LCM XIII and LCM XVI may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · nonDerivative · entry 4

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 1,218,548

F7 · 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.

F6 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · nonDerivative · entry 3

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 1,254,258

F5 · 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.

F6 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · nonDerivative · entry 2

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,920,574

F4 · kind: Forfeiture of shares of Class A Common Stock (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 shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares.

F4 · price: Forfeiture of shares of Class A Common Stock (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 shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares.

F2 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management X, LLC ("LCM X"), a Managing Member of Learn Capital Management XI, LLC ("LCM XI"), a Managing Member of Learn Capital Management XII, LLC ("LCM XII"), a Managing Member of Learn Capital Management XIII, LLC ("LCM XIII") and a Managing Member of Learn Capital Management XVI, LLC ("LCM XVI").

F3 · ownership.nature: LCM X is the sole general partner of Learn Capital Special Opportunities Fund X, L.P. ("LCSOF X"). LCM XI is the sole general partner of Learn Capital Special Opportunities Fund XI, L.P. ("LCSOF XI"). LCM XII is the sole general partner of Learn Capital Special Opportunities Fund XII, L.P. ("LCSOF XII"). LCM XIII is the sole general partner of Learn Capital Special Opportunities Fund XIII, L.P. ("LCSOF XIII"). LCM XVI is the sole general partner of Learn Capital Special Opportunities Fund XVI, L.P. ("LCSOF XVI"). Each of LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII and LCSOF XVI hold an interest in the Issuer therefore Mr. Hutter, LCM X, LCM XI, LCM XII, LCM XIII and LCM XVI may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001628280-23-034212 · wk-form4_1696976820.xml · nonDerivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 8,152,683

F1 · kind: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F1 · price: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F2 · ownership.nature: Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management X, LLC ("LCM X"), a Managing Member of Learn Capital Management XI, LLC ("LCM XI"), a Managing Member of Learn Capital Management XII, LLC ("LCM XII"), a Managing Member of Learn Capital Management XIII, LLC ("LCM XIII") and a Managing Member of Learn Capital Management XVI, LLC ("LCM XVI").

F3 · ownership.nature: LCM X is the sole general partner of Learn Capital Special Opportunities Fund X, L.P. ("LCSOF X"). LCM XI is the sole general partner of Learn Capital Special Opportunities Fund XI, L.P. ("LCSOF XI"). LCM XII is the sole general partner of Learn Capital Special Opportunities Fund XII, L.P. ("LCSOF XII"). LCM XIII is the sole general partner of Learn Capital Special Opportunities Fund XIII, L.P. ("LCSOF XIII"). LCM XVI is the sole general partner of Learn Capital Special Opportunities Fund XVI, L.P. ("LCSOF XVI"). Each of LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII and LCSOF XVI hold an interest in the Issuer therefore Mr. Hutter, LCM X, LCM XI, LCM XII, LCM XIII and LCM XVI may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SEC source: 0001387131-23-011713 · nerdy-form4_092623.xml · derivative · entry 4

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: 5,128,889

Underlying: Class A Common Stock · 4,888,889 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 · derivative · entry 3

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: 240,000

Underlying: Class A Common Stock · 4,888,889 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: 0001628280-23-033133 · wk-form4_1695849847.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,287,176

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.18 to $3.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0001628280-23-033217 · wk-form4a_1695939298.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,287,176

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.18 to $3.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0001628280-23-032694 · wk-form4_1695243709.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,602,460

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,640 restricted stock units.

SEC source: 0001628280-23-031479 · wk-form4_1694004399.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: 10,787,588

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.78 to $4.91, 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: 0001628280-23-031313 · wk-form4_1693918971.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: 10,777,261

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.76 to $4.89, 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: 0001628280-23-031215 · wk-form4_1693572282.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: 10,761,611

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.58 to $4.77, 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: 0001628280-23-031057 · wk-form4_1693485255.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: 10,745,656

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.56 to $4.70, 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: 0001628280-23-030943 · wk-form4_1693397167.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: 10,729,466

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.66 to $4.76, 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.

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: 0001628280-23-030825 · wk-form4_1693312866.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: 10,713,566

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.73 to $5.12, 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: 0001628280-23-030691 · wk-form4_1693223453.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: 10,698,406

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.46 to $4.69, 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: 0001628280-23-030598 · wk-form4_1692964969.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: 10,681,951

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.50 to $4.65, 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: 0001628280-23-030464 · wk-form4_1692878031.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: 10,665,449

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.25 to $4.60, 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: 0001628280-23-030119 · wk-form4_1692648843.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,634,195

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 78,509 restricted stock units.

SEC source: 0001628280-23-027599 · wk-form4_1691187984.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,317,176

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

SEC source: 0001628280-23-023530 · wk-form4_1687872008.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,320,176

F2 · price: The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $3.81 to $4.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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

SEC source: 0001628280-23-022606 · wk-form4_1687266120.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: 10,648,359

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.87 to $3.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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: 0001628280-23-022679 · wk-form4_1687291284.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,355,176

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 June 15, 2024, one-third at various points during the twelve months ending June 15, 2025, and one-third at various points during the twelve months ending June 15, 2026.

SEC source: 0001628280-23-022678 · wk-form4_1687291246.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,671,623

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 June 15, 2024, one-third at various points during the twelve months ending June 15, 2025, and one-third at various points during the twelve months ending June 15, 2026.

SEC source: 0001628280-23-022140 · wk-form4_1686834557.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: 10,622,359

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.78 to $3.95, 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.

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: 0001628280-23-022024 · wk-form4_1686747062.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: 10,603,359

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.29 to $3.71, 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: 0001628280-23-021937 · wk-form4_1686662417.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: 10,581,859

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.03 to $3.20, 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: 0001628280-23-021804 · wk-form4_1686576054.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: 10,557,859

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.99 to $3.17, 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: 0001628280-23-021638 · wk-form4_1686315900.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: 10,534,759

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.06 to $3.15, 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: 0001628280-23-021432 · wk-form4_1686230408.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: 10,509,759

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.97 to $3.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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: 0001628280-23-021192 · wk-form4_1686143964.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: 10,484,759

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.72 to $2.79, 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: 0001628280-23-019035 · wk-form4_1684526465.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 859,934

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 78,509 restricted stock units.

SEC source: 0001628280-23-016144 · wf-form4_168331752012212.xml · derivative · entry 2

Beaudoin Catherine · CIK 0001880238 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,641

Underlying: Class A Common Stock · 22,641 shares

Expires 2033-05-03

F2 · security: 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 · 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: 0001628280-23-016144 · wf-form4_168331752012212.xml · derivative · entry 1

Beaudoin Catherine · CIK 0001880238 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,497

Underlying: Class A Common Stock · 71,497 shares

Expires 2033-05-03

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: 0001628280-23-016141 · wf-form4_168331748327019.xml · derivative · entry 2

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,341

Underlying: Class A Common Stock · 8,341 shares

Expires 2033-05-03

F2 · security: 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 · 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: 0001628280-23-016141 · wf-form4_168331748327019.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,497

Underlying: Class A Common Stock · 71,497 shares

Expires 2033-05-03

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.