NRDY · Nerdy Inc.

Open market sale of shares to cover taxes due as a result of the vesting of 125,000 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 tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

Represents 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units.

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.

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

Open market sale of shares to cover taxes due as a result of the vesting of 29,453 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.

Represents 257,090 shares of Class A Common Stock and 230,030 restricted stock units.

Open market sale of shares to cover taxes due as a result of the vesting of 100,000 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.

Represents 168,721 shares of Class A Common Stock and 1,550,000 restricted stock units.

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.

Represents 241,014 shares of Class A Common Stock and 259,483 restricted stock units.

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.

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

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 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.

Represents 99,755 shares of Class A Common Stock and 1,650,000 restricted stock units.

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.

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

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.97 to $1.01, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.98 to $1.00, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.94 to $0.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.91 to $0.92, 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.

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.

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

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 his additional annual cash retainer and annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.

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.

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.

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.

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 part of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.

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.

The number of options issued reflects the value of the Reporting Person's annual equity award for service on the Nerdy Inc. Board of Directors.

The stock options fully vest and become exercisable on the earlier of (i) the one year anniversary of the grant date (4/30/27), or (ii) the next annual meeting of Nerdy Inc. stockholders.

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.

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.

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.

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.

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.

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.

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

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.

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.

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

Open market sale of shares to cover taxes due as a result of the vesting of 100,000 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.

Represents 99,755 shares of Class A Common Stock and 1,050,000 restricted stock units.

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

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.

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

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.

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

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

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.

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

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.

Represents 1,094,286 shares of Class A Common Stock and 1,551,949 restricted stock units.

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.

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

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.

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

Represents 31,543 shares of Class A Common Stock and 1,150,000 restricted stock units.

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.

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.

Represents 31,543 shares of Class A Common Stock and 550,000 restricted stock units.

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.

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

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

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.

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

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.19 to $1.28, 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.

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.

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

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.27 to $1.40, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.36 to $1.41, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.34 to $1.43, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.36 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.

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.

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

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

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.32 to $1.48, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.30 to $1.35, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.34 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.34 to $1.42, 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.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.20 to $1.31, 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.