Form 4: Nerdy CEO Boosts Stake with $0.98 Share Purchase

Nerdy Inc.'s CEO and 10% owner, Charles K. Cohn, acquired 203,500 shares of Class A Common Stock at a weighted average price of $0.98 per share, increasing his beneficial ownership.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), acquired 203,500 shares of Class A Common Stock.
• The shares were purchased on November 20, 2025, at a weighted average price of $0.98 per share, with individual transaction prices ranging from $0.93 to $0.99.
• This transaction was made pursuant to a Rule 10b5-1(c) plan.
• Following this acquisition, Cohn's total beneficial ownership in Nerdy Inc. is 55,096,835 shares, held directly and indirectly through various trusts and entities.
• His holdings include 9,258,298 Restricted Stock Units (RSUs) that vest in seven equal tranches upon the company's stock price achieving targets between $18.00 and $42.00, with an expiration date of September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's significant insider purchase, coupled with substantial RSU targets, indicates strong management confidence in the company's long-term growth and potential for significant share price appreciation, despite the current low purchase price.

Positives

• The CEO, a Director, and a 10% owner, increased his stake in the company by acquiring 203,500 shares, signaling strong confidence in the company's future prospects.
• The purchase was made at a weighted average price of $0.98 per share, indicating a belief in potential significant upside from the current valuation.
• A substantial portion of the CEO's direct ownership (9,258,298 shares) is in the form of Restricted Stock Units (RSUs) tied to ambitious share price targets ranging from $18.00 to $42.00, aligning management's interests with long-term shareholder value creation.

Negatives

• The purchase price of $0.98 per share is relatively low, which could imply the stock is currently trading at a depressed valuation.
• The RSU vesting targets are significantly higher than the current purchase price, indicating a substantial gap that needs to be closed for full vesting, which could present a challenge.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent on the Issuer achieving specific share price targets ranging from $18.00 to $42.00 per share, measured over a consecutive 90-calendar-day period, which may not be met by the September 20, 2028 expiration date.

Future Outlook

The significant RSU vesting targets, ranging from $18.00 to $42.00 per share, indicate management's long-term strategic vision for substantial share price appreciation and value creation for Nerdy Inc.

Industry Context

Insider buying, particularly by a CEO and significant owner, often signals strong internal confidence in a company's future prospects, potentially indicating a belief that the stock is undervalued. In the education technology sector, such a move could suggest optimism about market positioning, product development, or future growth opportunities.

Comparison to Industry Standards

• The RSU vesting targets of $18.00 to $42.00 are aggressive and significantly higher than the current purchase price of $0.98, suggesting a belief in substantial long-term growth. For context, achieving such targets would imply a multi-fold increase from current levels, comparable to high-growth tech companies in their early stages.
• The CEO's direct purchase at $0.98 per share, while a positive signal, is at a price point that might be considered low for a company with significant growth potential, especially when compared to the RSU targets. This could indicate a deep value play or a belief in a strong turnaround.

Related Party Transactions

• Rarefied Air Capital LLC, which holds 13,194,231 shares indirectly for Charles K. Cohn, is owned by three Cohn Family Trusts (Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018), indicating related party ownership structures.

Stakeholder Impact

• Shareholders: The CEO's insider purchase and significant RSU holdings tied to high share price targets could instill confidence in existing shareholders and attract potential investors, signaling management's belief in future value creation.
• Employees: The RSU plan, if applicable to other employees, could serve as an incentive for performance aligned with stock price growth.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares purchased at each separate price upon request.
• The company needs to achieve specific share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) for the Restricted Stock Units (RSUs) to vest by September 20, 2028.

Key Dates

Recommendation

The CEO and 10% owner's substantial insider purchase at $0.98 per share, combined with a significant portion of his compensation tied to aggressive RSU vesting targets up to $42.00, strongly indicates management's conviction in the company's long-term growth potential and a belief that the stock is currently undervalued. This alignment of interests suggests a compelling investment opportunity for long-term investors.

Keywords

Nerdy Inc., NRDY, Insider Buying, CEO Stock Purchase, Form 4, Beneficial Ownership, Restricted Stock Units, Equity Incentive Plan, Charles K. Cohn, Stock Acquisition