X0607 3 2026-07-10 0 0001819404 Nerdy Inc. NRDY 0002145476 Callaway Kyle false 8001 FORSYTH BLVD, SUITE 1050 ST LOUIS MO 63105 0 1 0 0 Chief Accounting Officer Class A Common Stock 400497 D Performance Rights 2028-02-15 Class A Common Stock 81800 D Stock Appreciation Right 6.62 2021-01-20 2031-01-20 Class A Common Stock 112191 D Represents 241,014 shares of Class A Common Stock and 159,483 restricted stock units. Each performance right represents a contingent right to receive 1 share of Class A common stock. The rights are subject to time-based vesting (Time Vesting) and performance- based vesting (Performance Vesting) both of which must be satisfied before the associated rights will vest. The Time Vesting shall be satisfied over a three year period (Performance Period). In the event the Performance Vesting Milestones (Milestones) are not achieved on or prior to the last day of the Performance Period, the respective components of the rights will be forfeited. 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 1, an average closing stock price of $3.24; and 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 2, an average closing stock price of $4.86. Each milestone is calculated over any 20 day trading period during the Performance Period. This Stock Appreciation Right represents the right to receive, upon exercise, an amount equal to the excess of the fair market value of one share of the Issuer's Class A common stock on the date of exercise over the exercise price set forth in this table, multiplied by the number of shares underlying the award set forth in this table. /s/ Thomas Lynn, Attorney-in-Fact 2026-07-17