SCHEDULE 13G/A: TPG Entities and Principals Report Zero Beneficial Ownership in Nerdy Inc. Class A Common Stock

TPG GP A, LLC, James G. Coulter, and Jon Winkelried have filed an Amendment No. 4 to Schedule 13G, indicating they no longer beneficially own any Class A Common Stock of Nerdy Inc., reporting 0% ownership as of December 31, 2024.

Summary

• TPG GP A, LLC, James G. Coulter, and Jon Winkelried (collectively, the "Reporting Persons") have filed an Amendment No. 4 to Schedule 13G regarding their beneficial ownership of Nerdy Inc.'s Class A Common Stock.
• As of December 31, 2024, the Reporting Persons collectively hold 0.00 shares, representing 0% of the Class A Common Stock.
• The filing indicates that TPG GP A previously had deemed beneficial ownership of Class A Shares held by TPG Pace Tech Opportunities Sponsor and Tarrant Remain Co III, L.P. (RemainCo) due to complex control structures.
• Messrs. Coulter and Winkelried, who control TPG GP A and indirectly control parts of RemainCo, previously may have been deemed to beneficially own these shares.
• The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a change in beneficial ownership to 0%, which is neutral in terms of company performance or outlook. It reflects a change in an investor's stake rather than an operational event.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Nerdy Inc.'s future performance or operations.

Management Comments

• "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." Bradford Berenson, General Counsel for TPG GP A, LLC.
• Gerald Neugebauer signed on behalf of James G. Coulter and Jon Winkelried, pursuant to authorization and designation letters dated January 10, 2024.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a significant institutional investor group (TPG) in an education technology company (Nerdy Inc.). It does not provide insights into broader industry trends but reflects a specific investor's portfolio adjustments.

Stakeholder Impact

• Shareholders: The filing indicates a major institutional investor group (TPG) and its principals no longer hold a reportable stake in Nerdy Inc., which could be interpreted by some as a lack of continued institutional confidence, though it is a routine disclosure of a change in ownership.

Key Dates

Keywords

Nerdy Inc., TPG GP A, James G. Coulter, Jon Winkelried, Schedule 13G, beneficial ownership, Class A Common Stock, SEC filing, institutional ownership