Pello Jason H.

SEC source: 0001628280-26-019456 · wk-form4_1773866787.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,540,626

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,056,318 shares of Class A Common Stock and 1,484,308 restricted stock units.

SEC source: 0001628280-26-017359 · wk-form4_1773349702.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 2,571,235

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

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.86 to $0.97, 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.

F3 · balance_after: Represents 1,019,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

SEC source: 0001628280-26-009420 · wk-form4_1771464223.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,646,235

F2 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 96,686 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 1,094,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

SEC source: 0001628280-26-009420 · wk-form4_1771464223.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,696,049

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the 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: 0001628280-25-057955 · wk-form4_1766092945.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,696,049

F1 · price: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,047,414 shares of Class A Common Stock and 648,635 restricted stock units.

SEC source: 0001628280-25-056816 · wk-form4_1765577187.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 1,728,055

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.35 to $1.45, 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. Pello remains an officer of the Company.

F3 · balance_after: Represents 1,011,779 shares of Class A Common Stock and 716,276 restricted stock units.

SEC source: 0001628280-25-053027 · wk-form4_1763514738.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,803,055

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 96,687 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 1,086,779 shares of Class A Common Stock and 716,276 restricted stock units.

SEC source: 0001880176-25-000004 · wk-form4_1758231785.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,847,024

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,640 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 1,034,061 shares of Class A Common Stock and 812,963 restricted stock units.

SEC source: 0001628280-25-040927 · wk-form4_1755726168.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,877,738

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 117,311 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 997,135 shares of Class A Common Stock and 880,603 restricted stock units.

SEC source: 0001628280-25-032151 · wk-form4_1750279400.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,930,604

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 932,690 shares of Class A Common Stock and 997,914 restricted stock units.

SEC source: 0001628280-25-026919 · wk-form4_1747777409.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,960,134

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 164,930 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 894,579 shares of Class A Common Stock and 1,065,555 restricted stock units.

SEC source: 0001628280-25-013911 · wk-form4_1742424426.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,036,928

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 806,443 shares of Class A Common Stock and 1,230,485 restricted stock units.

SEC source: 0001628280-25-012862 · wk-form4_1741986155.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 2,068,805

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.49 to $1.56, 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. The shares were not sold as a result of any disagreement with the Company, and Mr. Pello remains an officer of the Company.

F3 · balance_after: Represents 770,679 shares of Class A Common Stock and 1,298,126 restricted stock units.

SEC source: 0001628280-25-006918 · wk-form4_1740092892.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,143,805

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 164,931 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 845,679 shares of Class A Common Stock and 1,298,126 restricted stock units.

SEC source: 0001628280-25-006458 · wk-form4_1740003746.xml · derivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 500,000

Underlying: Class A Common Stock · 500,000 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: 0001628280-24-051915 · wk-form4_1734562528.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,225,186

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 762,129 shares of Class A Common Stock and 1,463,057 restricted stock units.

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,255,428

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 164,930 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 724,730 shares of Class A Common Stock and 1,530,698 restricted stock units.

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,325,918

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,640 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 630,290 shares of Class A Common Stock and 1,695,628 restricted stock units.

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,356,200

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 164,931 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 592,932 shares of Class A Common Stock and 1,763,268 restricted stock units

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,407,103

F1 · shares: Open market sale of shares to cover taxes due as a result of the vesting of 67,641 restricted stock units. All of the shares reported as disposed of in this Form 4 were automatically sold pursuant to the Issuer's sell-to-cover program to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2 · balance_after: Represents 478,904 shares of Class A Common Stock and 1,928,199 restricted stock units.

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,476,049

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

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,438,689

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

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,476,049

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

SEC source: 0001628280-24-006478 · wk-form4_1708648994.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,505,244

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,547,140

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,578,238

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 51,246 shares

Expires 2026-09-20

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,039 shares

Expires not disclosed

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

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

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

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,616,086

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

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,615,271

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

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

SEC source: 0001628280-23-033981 · wk-form4a_1696540802.xml · derivative · entry 4

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 51,246 shares

Expires 2026-09-20

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 51,246 warrants for 12,674 shares of Class A Common stock

SEC source: 0001628280-23-033981 · wk-form4a_1696540802.xml · derivative · entry 3

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 2,039 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 455 Earnout Shares

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 455 Earnout Shares

F2 · derivative.exercise_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 455 Earnout Shares

F2 · derivative.expiration_date: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 455 Earnout Shares

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,615,589

F2 · shares: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 455 Earnout Shares

F2 · price: On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 2,039 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares) and removed the forfeiture restrictions on 455 Earnout Shares

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,615,134

F1 · shares: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 51,246 warrants for 12,674 shares of Class A Common stock

F1 · price: On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 51,246 warrants for 12,674 shares of Class A Common stock

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,602,460

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

SEC source: 0001628280-23-030119 · wk-form4_1692648843.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,634,195

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

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

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,671,623

F1 · shares: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: one-third at various points during the twelve months ending June 15, 2024, one-third at various points during the twelve months ending June 15, 2025, and one-third at various points during the twelve months ending June 15, 2026.

SEC source: 0001628280-23-019035 · wk-form4_1684526465.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 859,934

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

SEC source: 0001628280-23-008081 · 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: 0001628280-23-004373 · 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: 0001628280-22-030306 · 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: 0001628280-22-023058 · 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: 0001628280-22-016985 · 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: 0001628280-22-015225 · wf-form4_165333984692400.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 503,920

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.840 to $1.890, 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: 0001628280-22-014756 · wf-form4_165290459012835.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 476,920

F2 · shares: Withholding of shares in payment of tax withholding due as a result of the vesting of 24,712 restricted stock units.

SEC source: 0001628280-22-014756 · wf-form4_165290459012835.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 484,248

F1 · shares: Withholding of shares in payment of tax withholding due as a result of the vesting of 30,000 restricted stock units.

SEC source: 0000899243-21-048091 · doc4.xml · derivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,246

Underlying: Class A Common Stock · 50,000 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 $1.04 and $1.21. 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 $1.04 and $1.21. 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: 0000899243-21-046549 · doc4.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial 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: 0000899243-21-046549 · doc4.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial 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.