Form 4: Nerdy CEO Boosts Stake with $1.37 Stock Purchase

Nerdy Inc. CEO Charles K. Cohn acquired 186,930 shares of Class A Common Stock at a weighted average price of $1.37, increasing his beneficial ownership.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 186,930 shares of Class A Common Stock.
• The shares were acquired on December 4, 2025, at a weighted average price of $1.37 per share, with individual transaction prices ranging from $1.34 to $1.42.
• Following this transaction, Cohn's total beneficial ownership includes 31,421,881 shares indirectly via Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares indirectly via Cohn Family Trust 5/24/18, 13,194,231 shares indirectly via Rarefied Air Capital LLC, and 1,278,512 shares indirectly via Cohn Family Investments Trust dtd 5/24/18.
• Cohn also directly beneficially owns 9,258,298 Restricted Stock Units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan.
• These RSUs are set to vest in seven equal tranches upon the company's stock price achieving target milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured by a 90-calendar-day average stock price, with any unvested RSUs expiring on September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's purchase of company stock indicates a strong vote of confidence in the company's future prospects and current valuation. This positive sentiment is slightly tempered by the ambitious nature of the RSU vesting targets, which represent a significant hurdle for future stock price appreciation.

Positives

• The CEO, a Director, and a 10% owner, increased his direct stake in the company by purchasing 186,930 shares, signaling strong confidence in the company's future prospects.
• The purchase was made at a weighted average price of $1.37, indicating a belief in the stock's value at this level.
• The significant RSU holdings with high price targets align management's long-term interests with shareholder value creation.

Risks

• The vesting of a substantial portion of the CEO's RSUs (9,258,298 units) is contingent upon achieving ambitious share price targets ranging from $18.00 to $42.00, which may not be met by the September 20, 2028 expiration date, posing a risk to the full realization of this incentive.

Future Outlook

The vesting schedule for a significant portion of the CEO's Restricted Stock Units (RSUs) is tied to future share price performance, with targets ranging from $18.00 to $42.00, indicating management's long-term growth aspirations for the company's stock value and a strategic focus on achieving substantial market capitalization increases.

Management Comments

• The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

Industry Context

This insider purchase by the CEO of an education technology company like Nerdy Inc. could be interpreted by the market as a positive signal, especially in a sector that often sees significant fluctuations based on growth prospects and competitive landscape. Such a move suggests confidence in the company's future performance and strategic direction, potentially differentiating it from competitors facing similar market pressures and reinforcing investor sentiment in the company's long-term viability.

Comparison to Industry Standards

• NA

Related Party Transactions

• The reported transaction involves Charles K. Cohn, who is the Chief Executive Officer, a Director, and a 10% owner of Nerdy Inc.
• Indirect beneficial ownership of shares is held through various family trusts (Cohn Family Trust U/A/D 3/16/2017, Cohn Family Trust 5/24/18, Cohn Family Investments Trust dtd 5/24/18) and Rarefied Air Capital LLC, which is itself owned by three family trusts, indicating a complex structure of related party holdings.

Stakeholder Impact

• Shareholders: The CEO's open-market purchase could instill confidence in the company's future, potentially leading to positive market perception and increased investor interest. The RSU vesting targets align management's long-term incentives with significant shareholder value creation.
• Employees: The CEO's demonstrated commitment to the company through stock acquisition may boost morale and reinforce confidence in the leadership's vision and the company's strategic direction.

Next Steps

• The company will continue to work towards achieving the share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) for the vesting of the CEO's Restricted Stock Units.
• The reporting person is obligated to provide detailed transaction price information upon request to the Issuer, security holders, or the SEC staff.

Key Dates

Recommendation

The CEO's significant open-market purchase of company stock at $1.37 per share, coupled with substantial RSU holdings tied to ambitious future price targets, signals strong insider confidence. While this is a positive indicator, the filing itself does not provide enough fundamental financial data or strategic updates to warrant a 'buy' recommendation. It primarily reports an insider transaction. Investors should 'hold' and monitor future financial reports and strategic developments to assess if the company can achieve the growth implied by the RSU targets and justify further investment.

Keywords

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