Reverse split reshapes TCV’s Nerdy (NRDY) ownership stake

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) received an Amendment No. 3 to a Schedule 13D from Technology Crossover/TCV-related entities updating their beneficial ownership after a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026. Technology Crossover Management VIII, Ltd. and Technology Crossover Management VIII, L.P. each report beneficial ownership of 1,372,420 shares (including Opco Units exchangeable into Class A), representing 14.2% of the Class A Common Stock based on 127,879,473 shares outstanding as of July 31, 2026.

TCV VIII, L.P., TCV VIII VT Master GP, LLC and TCV VIII VT Master, L.P. each report 1,109,101 Opco Units (together with an equal amount of Class B Common Stock) deemed 11.5% beneficial ownership, while TCV VIII (A), L.P. reports 263,319 shares, or 3.1%. Certain upstream TCV entities may be deemed to share dispositive and voting power but disclaim beneficial ownership except to the extent of any pecuniary interest.

Filing Explained

The reported TCV percentages assume conversion of 1,109,101 units; Nerdy may deliver cash or Class A shares, with no conversion reported here.

This Amendment No. 3 is a Schedule 13D update for TCV-related holders, with an event date of August 19, 2026, the effective date of Nerdy’s 1-for-15 reverse stock split. The structural point is that the reported ownership percentages use a full-conversion assumption for certain Opco Units rather than reporting a new share issuance.

Schedule 13D filings disclose holders above 5% and, under the supplied definition, may reflect a holder’s potential interest in influencing control. The filing says 1,109,101 Opco Units, paired with an equal amount of Class B Common Stock, can be exchanged one-for-one for either cash or Class A shares at Nerdy’s election.

Accordingly, the reported 14.2% and 11.5% interests that include those units are ownership calculations based on assumed conversion; this filing does not report that conversion occurred. The filing also describes upstream TCV entities as having deemed voting or dispositive power while disclaiming beneficial ownership except to the extent of any pecuniary interest.

Key Figures

Shares outstanding: 127,879,473 shares of Class A Common Stock Beneficial ownership – Technology Crossover Management VIII entities: 1,372,420 shares; 14.2% of Class A Common Stock Beneficial ownership – TCV VIII / Master entities: 1,109,101 Opco Units; 11.5% of Class A Common Stock +3 more

6 metrics

Shares outstanding 127,879,473 shares of Class A Common Stock Issued and outstanding as of July 31, 2026, used for ownership percentage calculations

Beneficial ownership – Technology Crossover Management VIII entities 1,372,420 shares; 14.2% of Class A Common Stock Includes 1,109,101 Opco Units deemed convertible into Class A Common Stock

Beneficial ownership – TCV VIII / Master entities 1,109,101 Opco Units; 11.5% of Class A Common Stock Opco Units plus equal Class B shares, assuming full conversion into Class A

Beneficial ownership – TCV VIII (A), L.P. 263,319 shares; 3.1% of Class A Common Stock Based on 127,879,473 Class A shares outstanding after reverse split

Reverse stock split ratio 1-for-15 Reverse stock split of Nerdy Inc. Common Stock effective August 19, 2026

Date of event requiring filing August 19, 2026 Effective date of 1-for-15 reverse stock split triggering this Amendment No. 3

Key Terms

reverse stock split, Opco Units, beneficial ownership, dispositive power, +1 more

5 terms

reverse stock split financial

"Effective August 19, 2026, the Issuer effected a 1-for-15 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Opco Units financial

"Includes 1,109,101 Opco Units, which, together with the equal amount of Class B"

beneficial ownership financial

"The percentage of Class A Common Stock beneficially owned is based on"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"has the sole power to dispose or direct the disposition of the securities"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"This Amendment No. 3 ("Amendment No. 3") amends and supplements the"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What ownership stake in NRDY does Technology Crossover Management VIII report in this Schedule 13D/A?

Technology Crossover Management VIII, Ltd. and Technology Crossover Management VIII, L.P. each report beneficial ownership of 1,372,420 shares of Nerdy Inc. Class A Common Stock (including Opco Units deemed convertible), representing 14.2% of the Class A Common Stock outstanding as of July 31, 2026.

How many NRDY shares are assumed outstanding for the ownership calculations?

The ownership percentages are based on 127,879,473 shares of Nerdy Inc. Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the company’s Quarterly Report on Form 10-Q filed on August 6, 2026.

What impact does the reverse stock split have on NRDY in this filing?

Nerdy Inc. effected a 1-for-15 reverse stock split of its Common Stock effective August 19, 2026. The reported beneficial ownership percentages and share amounts in the Schedule 13D/A reflect this reverse stock split and, for most TCV entities, assume full conversion of 1,109,101 Opco Units.

What ownership does TCV VIII and related master funds report in NRDY?

TCV VIII, L.P., TCV VIII VT Master GP, LLC, and TCV VIII VT Master, L.P. each report beneficial ownership of 1,109,101 Opco Units (together with an equal amount of Class B Common Stock), deemed to represent 11.5% of Nerdy Inc.’s Class A Common Stock, assuming full conversion of those Opco Units.

What is the NRDY ownership position of TCV VIII (A), L.P.?

TCV VIII (A), L.P. reports beneficial ownership of 263,319 shares of Nerdy Inc. Class A Common Stock, representing 3.1% of the Class A Common Stock outstanding, calculated after giving effect to the 1-for-15 reverse stock split effective August 19, 2026.

Do the TCV entities claim full beneficial ownership of all NRDY shares reported?

The filing states that Master GP, TCV VIII, TCM VIII and Management VIII may be deemed to have sole power over disposition and voting for certain shares but each disclaims beneficial ownership of the securities reported except to the extent of any pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 06:17 PM Accepted by SEC EDGAR 08/21/2026 - 06:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Nerdy Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

64081V208

(CUSIP Number)

Frederic D. Fenton
c/o TCV, 250 Middlefield Road
Menlo Park, CA, 94025
650-614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 64081V208

1

Name of reporting person

Technology Crossover Management VIII, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,372,420.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,372,420.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,372,420.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Includes 1,109,101 Opco Units, which, together with the equal amount of Class B Common Stock beneficially owned by the Reporting Person, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. Row 13: Calculation is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026 and assumes full conversion of 1,109,101 Opco Units beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 64081V208

1

Name of reporting person

Technology Crossover Management VIII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,372,420.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,372,420.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,372,420.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Includes 1,109,101 Opco Units, which, together with the equal amount of Class B Common Stock beneficially owned by the Reporting Person, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. Row 13: Calculation is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026 and assumes full conversion of 1,109,101 Opco Units beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 64081V208

1

Name of reporting person

TCV VIII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,109,101.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,109,101.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,109,101.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Includes 1,109,101 Opco Units, which, together with the equal amount of Class B Common Stock beneficially owned by the Reporting Person, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. Row 13: Calculation is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026 and assumes full conversion of 1,109,101 Opco Units beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 64081V208

1

Name of reporting person

TCV VIII VT Master GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,109,101.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,109,101.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,109,101.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Includes 1,109,101 Opco Units, which, together with the equal amount of Class B Common Stock beneficially owned by the Reporting Person, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. Row 13: Calculation is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026 and assumes full conversion of 1,109,101 Opco Units beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 64081V208

1

Name of reporting person

TCV VIII VT Master, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,109,101.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,109,101.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,109,101.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Includes 1,109,101 Opco Units, which, together with the equal amount of Class B Common Stock beneficially owned by the Reporting Person, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. Row 13: Calculation is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026 and assumes full conversion of 1,109,101 Opco Units beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 64081V208

1

Name of reporting person

TCV VIII (A), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 263,319.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 263,319.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

263,319.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13: Calculation is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Nerdy Inc.
(c)	Address of Issuer's Principal Executive Offices: 8001 Forsyth Blvd., Suite 1050, St. Louis, MISSOURI , 63105.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed by the Reporting Persons on September 30, 2021, as amended by Amendment No. 1 filed on August 23, 2023 and Amendment No. 2 filed on October 2, 2023 (collectively, the "Schedule 13D"). Effective August 19, 2026, the Issuer effected a 1-for-15 reverse stock split of its Common Stock. Capitalized terms used in this Amendment No. 3 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is amended as follows: See Cover Page Item 11 and Item 13 for each Reporting Person and Item 2(a), incorporated herein by reference. The percentage of Class A Common Stock beneficially owned is based on 127,879,473 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, and reflects a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026 and in the case of all Reporting Persons other than TCV VIII (A) assumes full conversion of 1,109,101 Opco Units beneficially owned by such Reporting Person.
(b)	Item 5(b) of the Schedule 13D is amended as follows: See Cover Page Items 7-10 for each Reporting Person and Item 2(a), incorporated herein by reference. Each of TCV Master Fund and TCV VIII (A) has the sole power to dispose or direct the disposition of the securities which it holds directly, and has the sole power to vote or direct the vote of such securities, as applicable. The general partner of TCV Master Fund is TCV VIII VT Master GP, LLC ("Master GP"). The managing member of Master GP is TCV VIII, L.P. ("TCV VIII"). The direct general partner of TCV VIII and TCV VIII (A) is Technology Crossover Management VIII, L.P. ("TCM VIII"). The general partner of TCM VIII is Technology Crossover Management VIII, Ltd. ("Management VIII"). Each of Master GP, TCV VIII, TCM VIII and Management VIII may be deemed to have sole power to dispose or direct the disposition of the shares of Common Stock held by TCV Master Fund. TCM VIII and Management VIII may be deemed to have sole power to dispose or direct the disposition of the shares of Common Stock held by TCV VIII (A). Each of Master GP, TCV VIII, TCM VIII and Management VIII disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Technology Crossover Management VIII, Ltd.

Signature:	/s/ Frederic D. Fenton
Name/Title:	Frederic D. Fenton/Authorized Signatory
Date:	08/21/2026

Technology Crossover Management VIII, L.P.

Signature:	/s/ Frederic D. Fenton
Name/Title:	Frederic D. Fenton/Authorized Signatory
Date:	08/21/2026

TCV VIII, L.P.

Signature:	/s/ Frederic D. Fenton
Name/Title:	Frederic D. Fenton/Authorized Signatory
Date:	08/21/2026

TCV VIII VT Master GP, LLC

Signature:	/s/ Frederic D. Fenton
Name/Title:	Frederic D. Fenton/Authorized Signatory
Date:	08/21/2026

TCV VIII VT Master, L.P.

Signature:	/s/ Frederic D. Fenton
Name/Title:	Frederic D. Fenton/Authorized Signatory
Date:	08/21/2026

TCV VIII (A), L.P.

Signature:	/s/ Frederic D. Fenton
Name/Title:	Frederic D. Fenton/Authorized Signatory
Date:	08/21/2026