NRDY

SEC source: 0001628280-23-016138 · wf-form4_168331744985709.xml · derivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,879

Underlying: Class A Common Stock · 22,879 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: 0001628280-23-016138 · wf-form4_168331744985709.xml · derivative · entry 1

Mrva Gregory · CIK 0001497833 · 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: 0001628280-23-016143 · wf-form4_168331750337915.xml · derivative · entry 2

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 18,589

Underlying: Class A Common Stock · 18,589 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: 0001628280-23-016143 · wf-form4_168331750337915.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · 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: 0001062993-23-010355 · form4.xml · derivative · entry 2

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,215

Underlying: Class A Common Stock · 26,215 shares

Expires 2033-05-03

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.

F3 · 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.

F1 · 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: 0001062993-23-010355 · form4.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · 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

F3 · 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.

F1 · 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: 0001628280-23-016139 · wf-form4_168331746664701.xml · derivative · entry 2

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 28,122

Underlying: Class A Common Stock · 28,122 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: 0001628280-23-016139 · wf-form4_168331746664701.xml · derivative · entry 1

Philips Kathleen · CIK 0001524268 · 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: 0001628280-23-008081 · wf-form4_167891045905924.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 894,184

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2022.

F3 · price: The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $3.09 to $3.22, 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 · acquired: Shares were not sold as a result of any disagreement with the Company, and Mr. Pello remains an officer of the Company.

SEC source: 0001628280-23-007522 · wf-form4_167848253732176.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 868,163

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 14, 2022.

F3 · price: The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $3.24 to $3.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · 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: 0001628280-23-006201 · wf-form4_167786926734502.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,105,754

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F3 · price: The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $3.500 to $3.505, 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 · acquired: Shares were not sold as a result of any disagreement with the Company, and Ms. Robinson remains an officer of the Company.

SEC source: 0001628280-23-004373 · wf-form4_167702291613803.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 969,184

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 76,081 restricted stock units.

SEC source: 0001628280-23-003906 · wf-form4_167658385994205.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,124,803

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.060 to $3.195, 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 · acquired: Shares were not sold as a result of any disagreement with the Company and Ms. Robinson remains an officer of the Company.

SEC source: 0001628280-23-002232 · wf-form4_167546069697556.xml · nonDerivative · entry 2

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,143,703

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F4 · price: The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions at prices ranging from $3.000 to $3.070, 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 · acquired: Shares were not sold as a result of any disagreement with the Company, and Ms. Robinson remains an officer of the Company.

SEC source: 0001628280-23-002232 · wf-form4_167546069697556.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,177,649

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.000 to $3.070, 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 · acquired: Shares were not sold as a result of any disagreement with the Company, and Ms. Robinson remains an officer of the Company.

SEC source: 0001387131-22-012475 · nrdy-form4_121322.xml · derivative · 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: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,128,889

Underlying: Class A Common Stock · 300,000 shares

Expires 2026-09-20

F1 · 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.

F2 · ownership.nature: TPG, Inc. is the controlling shareholder 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 general partner of TPG PEP GenPar Advisors, L.P., which is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, LP, (ii) TPG Public Equity Partners Master Fund, L.P. and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., each of which directly held shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") and warrants ("Warrants") exercisable for Class A Shares.

F3 · ownership.nature: The Reporting Persons may be deemed to beneficially own the (i) the 11,723,250 Class A Shares held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor"), (ii) the 4,888,889 Warrants held by TPG Pace Tech Opportunities Sponsor and (iii) the 200,000 Warrants held by Tarrant Remain Co III, L.P ("RemainCo").

F4 · ownership.nature: Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.

F5 · ownership.nature: Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.

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

F7 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the 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: 0001387131-22-012475 · nrdy-form4_121322.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: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 11,943,250

F1 · 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.

F2 · ownership.nature: TPG, Inc. is the controlling shareholder 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 general partner of TPG PEP GenPar Advisors, L.P., which is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, LP, (ii) TPG Public Equity Partners Master Fund, L.P. and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., each of which directly held shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") and warrants ("Warrants") exercisable for Class A Shares.

F3 · ownership.nature: The Reporting Persons may be deemed to beneficially own the (i) the 11,723,250 Class A Shares held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor"), (ii) the 4,888,889 Warrants held by TPG Pace Tech Opportunities Sponsor and (iii) the 200,000 Warrants held by Tarrant Remain Co III, L.P ("RemainCo").

F4 · ownership.nature: Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.

F5 · ownership.nature: Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.

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

F7 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the 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: 0001628280-22-030615 · wf-form4_166912579221878.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 10,457,159

F3 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.240 to $2.480, 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: 0001628280-22-030615 · wf-form4_166912579221878.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 10,324,612

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.230 to $2.410, 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: 0001628280-22-030519 · wf-form4_166906443214688.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 10,216,408

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.150 to $2.490, 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: 0001628280-22-030427 · wf-form4_166880566952693.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 10,108,204

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.425 to $2.630, 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: 0001628280-22-030303 · wf-form4_166871977697347.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,212,050

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.290 to $2.520, 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 · acquired: Shares were not sold as a result of any disagreement with the Company and Ms. Robinson remains an officer of the Company.

SEC source: 0001628280-22-030306 · wf-form4_166871982447975.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,012,787

F1 · shares: Withholding of shares for payment of tax withholding due as a result of the vesting of 123,701 restricted stock units.

SEC source: 0001628280-22-026573 · wf-form4_166612750642277.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,231,050

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.180 to $2.270, 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 · acquired: Shares were not sold as a result of any disagreement with the Company and Ms. Robinson remains an officer of the Company.

SEC source: 0001628280-22-025575 · wf-form4_166431596411303.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,247,550

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2022.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.110 to $2.240, 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 · acquired: Shares were not sold as a result of any disagreement with the Company and Ms. Robinson remains an officer of the Company.

SEC source: 0001628280-22-023473 · wf-form4_166126832974218.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 10,000,000

F1 · 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: 0001567619-22-016594 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 48,098

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-016594 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 244,744

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-016594 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 4,586,410

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001628280-22-023058 · wf-form4_166068797349220.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,068,021

F1 · shares: Withholding of shares in payment of tax withholding due as a result of the vesting of 24,712 restricted stock units.

SEC source: 0001628280-22-021560 · wf-form4_165998936436895.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,744

Underlying: Class A Common Stock · 90,744 shares

Expires 2032-08-04

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: 0001628280-22-022191 · wf-form4a_166015940587774.xml · derivative · entry 1

Udell Stuart · CIK 0001477740 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 175,029

Underlying: Class A Common Stock · 175,029 shares

Expires 2032-08-04

F1 · shares: The original Form 4, filed on August 8, 2022, is being amended by this Form 4 amendment to correct an administrative error, which led to the disclosure of an inaccurate vesting schedule and an understatement of the amount of stock options granted to Mr. Udell.

F1 · derivative.exercise_date: The original Form 4, filed on August 8, 2022, is being amended by this Form 4 amendment to correct an administrative error, which led to the disclosure of an inaccurate vesting schedule and an understatement of the amount of stock options granted to Mr. Udell.

F2 · derivative.exercise_date: The stock options will vest in three equal annual installments beginning on August 4, 2023.

F1 · derivative.underlying_shares: The original Form 4, filed on August 8, 2022, is being amended by this Form 4 amendment to correct an administrative error, which led to the disclosure of an inaccurate vesting schedule and an understatement of the amount of stock options granted to Mr. Udell.

SEC source: 0001567619-22-014070 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,026,493

F5 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on July 13, 2022 within a $1.00 range. The actual prices for these transactions range from $2.50 to $2.525, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013460 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 135,409

F5 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 24, 2022 within a $1.00 range. The actual prices for these transactions range from $2.80 to $2.905, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013460 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 717,350

F5 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 24, 2022 within a $1.00 range. The actual prices for these transactions range from $2.80 to $2.905, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013460 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,033,943

F5 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 24, 2022 within a $1.00 range. The actual prices for these transactions range from $2.80 to $2.905, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013337 · doc1.xml · nonDerivative · entry 4

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 135,869

F6 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 23, 2022 within a $1.00 range. The actual prices for these transactions range from $2.80 to $2.815, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013337 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 720,141

F6 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 23, 2022 within a $1.00 range. The actual prices for these transactions range from $2.80 to $2.815, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013337 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,036,792

F6 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 23, 2022 within a $1.00 range. The actual prices for these transactions range from $2.80 to $2.815, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-22-013337 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,037,000

F5 · price: This price reflects the weighted average price for open-market sales of Shares made by the Reporting Persons on June 21, 2022 within a $1.00 range. The actual prices for these transactions range from $3.035 to $3.315, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001628280-22-017410 · wf-form4_165548556401649.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 5,000,000

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.075 to $3.400, 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: 0001628280-22-017346 · wf-form4_165540666645071.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,790,640

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.925 to $3.055, 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: 0001628280-22-017212 · wf-form4_165532234217298.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,660,640

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.850 to $3.060, 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: 0001628280-22-017156 · wf-form4_165524760027330.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,520,640

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.120 to $3.250, 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: 0001628280-22-016983 · wf-form4_165516126522614.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,420,640

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.155 to $3.250, 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: 0001628280-22-016986 · wf-form4_165516131792962.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,287,550

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 period between June 9, 2022 and May 15, 2023, one-third at various points during the twelve months ending May 15, 2024, and one-third at various points during the twelve months ending May 15, 2025.

SEC source: 0001628280-22-016984 · wf-form4_165516128414426.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 883,163

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 period between June 9, 2022 and May 15, 2023, one-third at various points during the twelve months ending May 15, 2024, and one-third at various points during the twelve months ending May 15, 2025.

SEC source: 0001628280-22-016985 · wf-form4_165516130016304.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,075,349

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 period between June 9, 2022 and May 15, 2023, one-third at various points during the twelve months ending May 15, 2024, and one-third at various points during the twelve months ending May 15, 2025.

SEC source: 0001628280-22-016911 · wf-form4_165490200996087.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,270,640

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.233 to $3.300, 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: 0001628280-22-016722 · wf-form4_165481609811597.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,170,640

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.705 to $2.900, 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.