Christopher C. Swenson - 15 Feb 2025 Form 4 Insider Report for Nerdy Inc. (NRDY)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NRDY	Performance Rights	Award	$0	+306,748		$0.000000	306,748	15 Feb 2025	Class A Common Stock	306,748		Direct	F1
holding	NRDY	Class B Common Stock						1,023,248	15 Feb 2025	Class A Common Stock	1,023,248		Direct	F2, F3

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

Id	Content
F1	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.
F2	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.
F3	The Reporting Person's Form 3 filing overstated the Reporting Person's Class B ownership by 10,051 shares due to an administrative error. This filing reflects the correction.