| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Pello Jason H. | Chief Financial Officer | 8001 FORSYTH BLVD., SUITE 1050, ST. LOUIS | /s/ Thomas Lynn, Attorney-in-Fact | 18 Feb 2026 | 0001880176 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NRDY | Class A Common Stock | Award | $0 | +1,000,000 | +59% | $0.000000 | 2,696,049 | 15 Feb 2026 | Direct | F1 |
| transaction | NRDY | Class A Common Stock | Sale | $48,320 | -49,814 | -1.8% | $0.9700 | 2,646,235 | 17 Feb 2026 | Direct | F2, F3 |
| 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 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. |
| F2 | 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 | Represents 1,094,286 shares of Class A Common Stock and 1,551,949 restricted stock units. |