X0202 SCHEDULE 13D/A 0001104659-21-121322 0001566338 XXXXXXXX LIVE 3 Class A Common Stock, $0.0001 par value per share 08/19/2026 false 0001819404 64081V208 Nerdy Inc.

8001 Forsyth Blvd., Suite 1050 St. Louis MO 63105

Frederic D. Fenton 650-614-8200 c/o TCV 250 Middlefield Road Menlo Park CA 94025 0001626282 N Technology Crossover Management VIII, Ltd. b AF OO N E9 1372420.00 0.00 1372420.00 0.00 1372420.00 N 14.2 OO 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. 0001626281 N Technology Crossover Management VIII, L.P. b AF OO N E9 1372420.00 0.00 1372420.00 0.00 1372420.00 N 14.2 PN 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. 0001566336 N TCV VIII, L.P. b AF OO N E9 1109101.00 0.00 1109101.00 0.00 1109101.00 N 11.5 PN 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. 0001885561 N TCV VIII VT Master GP, LLC b AF OO N E9 1109101.00 0.00 1109101.00 0.00 1109101.00 N 11.5 OO 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. 0001885447 N TCV VIII VT Master, L.P. b AF OO N E9 1109101.00 0.00 1109101.00 0.00 1109101.00 N 11.5 PN 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. 0001566338 N TCV VIII (A), L.P. b AF OO N E9 263319.00 0.00 263319.00 0.00 263319.00 N 3.1 PN 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. Class A Common Stock, $0.0001 par value per share Nerdy Inc. 8001 Forsyth Blvd., Suite 1050 St. Louis MO 63105 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(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. 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. Technology Crossover Management VIII, Ltd. /s/ Frederic D. Fenton 08/21/2026 Technology Crossover Management VIII, L.P. /s/ Frederic D. Fenton 08/21/2026 TCV VIII, L.P. /s/ Frederic D. Fenton 08/21/2026 TCV VIII VT Master GP, LLC /s/ Frederic D. Fenton 08/21/2026 TCV VIII VT Master, L.P. /s/ Frederic D. Fenton 08/21/2026 TCV VIII (A), L.P. /s/ Frederic D. Fenton 08/21/2026