Form SCHEDULE 13D/A Nerdy Inc. Filed by: TCV VIII (A), L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Nerdy Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(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).
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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
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| CUSIP No. |
| 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: |
| ||||||||
| 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
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| CUSIP No. |
| 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: |
| ||||||||
| 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
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| CUSIP No. |
| 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: |
| ||||||||
| 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
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| CUSIP No. |
| 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: |
| ||||||||
| 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
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| 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.
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