Jason H. Pello - May 15, 2024 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Chief Financial Officer
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Stock symbol: NRDY
Transactions as of: May 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/17/2024, 06:40 PM
Previous filing: Mar 26, 2024
Next filing: Jun 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Award	$0	+1M	+67.75%	$0.00	2.48M	May 15, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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	Represents 480,209 shares of Class A Common Stock and 1,995,840 Restricted Stock Units.

Content

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.

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