X0306 4 2021-11-29 0 0001819404 Nerdy Inc. NRDY 0001880171 Cohn Charles K. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 1 1 1 0 Chief Executive Officer Class A Common Stock 2021-11-29 4 A 0 9258298 0.00 A 9258298 D Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028. /s/ Evyn Rabinowitz, Attorney-in-Fact 2021-12-01