Nerdy Inc. — Director's Dealing 2026

Feb 18, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nerdy Inc. (NRDY)
CIK: 0001819404
Period of Report: 2026-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-15	Class A Common Stock	A	1000000	—	Acquired	2696049	Direct
2026-02-17	Class A Common Stock	S	49814	$0.97	Disposed	2646235	Direct

Footnotes

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.