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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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)

Checkbox not checked

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