Report of Proposed Sale of Securities (144)

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
Form 144

144: Issuer Information

Name of Issuer	NERDY INC
SEC File Number	001-39595
Address of Issuer	101 S. HANLEY RD., SUITE 300 ST. LOUIS MONTANA 63105
Phone	3144121227
Name of Person for Whose Account the Securities are To Be Sold	CHRISTOPHER SWENSON
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Record	Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
#1	COMMON	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Fl. New York NEW YORK 10004	65,000	$260,000.00	98,019,731	06/26/2023	NYSE

144: Securities To Be Sold

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Record	Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
#1	Common	12/08/2021	Restricted Stock Units	Issuer	☐	—	65,000	12/08/2021	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

144: Securities Sold During The Past 3 Months

Nothing to Report

☒

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of restricted stock units during the period of 12/08/2021 through 5/15/2022.
Date of Notice	06/26/2023
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/15/2023
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Christopher Charles Swenson
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)