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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1819404	Nerdy Inc.	NRDY	Services-Educational Services (8200)	981499860

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1880171	K. Charles Cohn	8001 Forsyth Blvd., Suite 1050 St. Louis MO 63105	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-11-14	208,726	$0.87	21,157,650	No	4	P	Indirect	By Cohn Family Trust U/A/D 3/16/2017

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Cohn Family Trust U/A/D 3/16/2017

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Acquisiton	2024-11-14	1,000,000	$1.00	1,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,000,000			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	510,704	Indirect	By Cohn Family Trust 5/24/18
Class A Common Stock	13,025,870	Indirect	Rarefied Air Capital LLC
Class A Common Stock	9,258,298	Direct
Class A Common Stock	510,704	Indirect	By Cohn Family Investments Trust dtd 5/24/18

Reported Derivative Holdings

Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			11,275,428	11,275,428	Indirect
Class A Common Stock	Class B Common Stock	$0.00			29,789,570	29,789,570	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	11,275,428	11,275,428	Indirect
	29,789,570	29,789,570	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.83 to $0.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.
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.