SCHEDULE: Nerdy Inc. Ownership Update and Reverse Stock Split

Nerdy Inc. reports significant ownership adjustments and a 1-for-15 reverse stock split, impacting beneficial ownership percentages for key entities.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of Nerdy Inc. by several TCV-affiliated entities.
• A 1-for-15 reverse stock split of Nerdy Inc.'s Common Stock became effective on August 19, 2026.
• Following the reverse stock split, TCV VIII, L.P. and TCV VIII VT Master GP, LLC now hold 1,109,101 Opco Units and an equal amount of Class B Common Stock, representing 11.5% of the Class A Common Stock.
• TCV VIII (A), L.P. holds 263,319 shares, representing 3.1% of the Class A Common Stock.
• Technology Crossover Management VIII, Ltd. and Technology Crossover Management VIII, L.P. also report beneficial ownership, with the former holding 1,372,420 shares (14.2%) and the latter holding 1,372,420 shares (14.2%).
• The percentage calculations are based on 127,879,473 shares of Class A Common Stock outstanding as of July 31, 2026, adjusted for the reverse stock split.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the reverse stock split and the reporting of significant beneficial ownership changes, which can sometimes precede or coincide with financial challenges or strategic shifts.

Positives

• The reverse stock split may be intended to increase the per-share market price of the common stock, potentially making it more attractive to a wider range of investors.
• The filing clearly outlines the beneficial ownership of key TCV entities, providing transparency to the market.

Negatives

• Reverse stock splits are often associated with companies facing challenges in maintaining their stock price, which can be a negative signal to investors.
• The reported beneficial ownership figures are presented after a reverse stock split, making direct comparison to previous periods more complex without careful adjustment.

Risks

• The reverse stock split could be an indicator of underlying business challenges or a strategy to avoid delisting from an exchange.
• Changes in beneficial ownership, even among affiliated entities, can sometimes signal shifts in investment strategy or future intentions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. The primary focus is on reporting ownership changes and the effect of a recent reverse stock split.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that reverse stock splits are a common, albeit often scrutinized, corporate action in the technology and growth sectors. They are typically employed to boost a stock's price to meet exchange listing requirements or to appear more attractive to institutional investors. However, they do not fundamentally alter a company's business operations or financial health.

Stakeholder Impact

• Shareholders: The reverse stock split will reduce the number of shares held but proportionally increase the price per share, without immediate change in total value. It may affect perception and liquidity.
• Investors: The filing provides updated information on significant ownership stakes, which is crucial for investment analysis.
• Creditors: No direct impact mentioned, but a sustained low stock price or financial distress could indirectly affect creditworthiness.

Next Steps

• Monitor future filings for any further changes in beneficial ownership or strategic disclosures from TCV entities.
• Observe the market reaction to the reverse stock split and its impact on Nerdy Inc.'s stock performance and investor perception.

Key Dates

Keywords

Nerdy Inc., Schedule 13D, Beneficial Ownership, Reverse Stock Split, TCV, Opco Units, Class A Common Stock, Stock Split