Nerdy Inc. — Director's Dealing 2025

Dec 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nerdy Inc. (NRDY)
CIK: 0001819404
Period of Report: 2025-12-16

Reporting Person: Pello Jason H. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-16	Class A Common Stock	S	32006	$1.20	Disposed	1696049	Direct

Footnotes

F1: 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: Represents 1,047,414 shares of Class A Common Stock and 648,635 restricted stock units.