Swenson Christopher C.

SEC source: 0001628280-26-062052 · wk-form4_1789503290.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 162,850

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 3,333 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 86,186 shares of Class A Common Stock and 76,664 restricted stock units. On August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its common stock. The number of shares reported reflects the reverse stock split.

SEC source: 0001628280-26-048909 · wk-form4_1784596131.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,468,924

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 50,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,268,924 shares of Class A Common Stock and 1,200,000 restricted stock units.

SEC source: 0001880166-26-000003 · wk-form4_1784320096.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,491,631

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 months ending July 15, 2027, one-third at various points during the twelve months ending July 15, 2028, and one-third at various points during the twelve months ending July 15, 2029.

F2 · balance_after: Represents 1,241,631 shares of Class A Common Stock and 1,250,000 restricted stock units.

SEC source: 0001628280-26-044367 · wk-form4_1781814960.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,891,631

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 40,585 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units.

SEC source: 0001628280-26-036907 · wk-form4_1779308329.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,911,784

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 50,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units.

SEC source: 0001880166-26-000001 · wk-form4_1776724311.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,934,580

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 150,000 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,193,995 shares of Class A Common Stock and 740,585 restricted stock units.

SEC source: 0001628280-26-019457 · wk-form4_1773866814.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,004,376

F1 · acquired: Open market sale of shares to cover taxes due as a result of the vesting of 40,584 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,113,791 shares of Class A Common Stock and 890,585 restricted stock units.

SEC source: 0001628280-26-009419 · wk-form4_1771464206.xml · nonDerivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,022,742

F2 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 63,353 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F3 · balance_after: Represents 1,091,573 shares of Class A Common Stock and 931,169 restricted stock units.

SEC source: 0001628280-26-009419 · wk-form4_1771464206.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,055,383

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

SEC source: 0001628280-25-058999 · wk-form4_1767043407.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,455,383

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.21 to $1.37, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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

F3 · balance_after: Represents 1,060,861 shares of Class A Common Stock and 394,522 restricted stock units.

SEC source: 0001628280-25-057954 · wk-form4_1766092923.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,490,383

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 40,585 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,095,861 shares of Class A Common Stock and 394,522 restricted stock units.

SEC source: 0001628280-25-053026 · wk-form4_1763514716.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,509,587

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 63,353 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,538,397

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 40,584 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,039,937 shares of Class A Common Stock and 498,460 restricted stock units.

SEC source: 0001628280-25-040929 · wk-form4_1755726208.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,556,825

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 83,978 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,017,781 shares of Class A Common Stock and 539,044 restricted stock units.

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,594,670

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 40,585 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 971,648 shares of Class A Common Stock and 623,022 restricted stock units.

SEC source: 0001628280-25-026917 · wk-form4_1747777365.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,612,388

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 114,931 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 948,781 shares of Class A Common Stock and 663,607 restricted stock units.

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,665,902

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 40,584 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 887,364 shares of Class A Common Stock and 778,538 restricted stock units.

SEC source: 0001628280-25-006915 · wk-form4_1740092849.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,685,028

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 114,930 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 865,906 shares of Class A Common Stock and 819,122 restricted stock units.

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 306,748

Underlying: Class A Common Stock · 306,748 shares

Expires 2028-02-15

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

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,743,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.46 to $1.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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

F3 · balance_after: Represents 809,196 shares of Class A Common Stock and 934,052 Restricted Stock Units

SEC source: 0001628280-24-049043 · wk-form4_1732315113.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,768,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.24 to $1.26, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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

F3 · balance_after: Represents 793,612 shares of Class A Common Stock and 974,636 Restricted Stock Units.

SEC source: 0001628280-24-024188 · wk-form4_1715985595.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,803,248

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending May 15, 2025, one-third at various points during the twelve months ending May 15, 2026 and one-third at various points during the twelve months ending May 15, 2027.

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,203,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.48 to $2.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F1 · acquired: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into for tax planning purposes. The shares were not sold as a result of any disagreement with the Company, and Mr. Swenson remains an officer of the Company.

F3 · balance_after: Represents 452,650 shares of Class A Common Stock and 750,598 Restricted Stock Units.

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,233,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.92 to $3.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,258,248

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.11 to $3.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,033,399

Underlying: Class A Common Stock · 4,325 shares

Expires not disclosed

F3 · derivative.exercise_price: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

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

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

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,029,074

Underlying: Class A Common Stock · 11,325 shares

Expires not disclosed

F3 · derivative.exercise_price: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

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

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

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 4,291 shares

Expires 2026-09-20

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 17,303 shares

Expires not disclosed

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

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

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

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class B Common Stock · 28,314 shares

Expires not disclosed

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

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

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

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

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

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,288,248

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

SEC source: 0001628280-23-033133 · 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: 0001628280-23-027599 · 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: 0001628280-23-022679 · 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: 0001628280-23-007522 · 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: 0001628280-22-016984 · 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: 0001628280-22-015223 · wf-form4_165333980326115.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 511,734

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.650 to $1.735, 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: 0000899243-21-047490 · doc4.xml · derivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,291

Underlying: Class A Common Stock · 4,291 shares

Expires 2026-09-20

F1 · shares: The price reported in Column 8 of Table II is a weighted average price. The warrants were purchased in multiple transactions at prices ranging of $1.077 and $1.139. 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 affected.

F1 · price: The price reported in Column 8 of Table II is a weighted average price. The warrants were purchased in multiple transactions at prices ranging of $1.077 and $1.139. 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 affected.

SEC source: 0000899243-21-047490 · doc4.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 499,234

SEC source: 0000899243-21-046552 · doc4.xml · nonDerivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 494,234

F2 · kind: Represents RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and December 1, 2022, 25% at various points during the twelve months ending December 1, 2023, 27.5% at various points during the twelve months ending December 1, 2024, and 27.5% at various points during the twelve months ending December 1, 2025.

SEC source: 0000899243-21-046552 · doc4.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

F1 · kind: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and August 15, 2022, 25% at various points during the twelve months ending August 15, 2023, 27.5% at various points during the twelve months ending August 15, 2024, and 27.5% at various points during the twelve months ending August 15, 2025.