Form 4: Nerdy CEO Boosts Stake with $1.40 Share Purchase

Nerdy Inc. CEO Charles K. Cohn acquired 174,947 shares of Class A Common Stock at a weighted average price of $1.40, increasing his beneficial ownership.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 174,947 shares of Class A Common Stock.
• The transaction occurred on December 10, 2025, at a weighted average price of $1.40 per share, with prices ranging from $1.36 to $1.45.
• This purchase was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.
• Following this transaction, Cohn's beneficial ownership includes shares held directly and indirectly through various family trusts and Rarefied Air Capital LLC.
• Cohn also holds 9,258,298 Restricted Stock Units (RSUs) that vest upon achieving specific share price milestones ranging from $18.00 to $42.00 per share, with an expiration date of September 20, 2028.

Sentiment

Score: 8

Explanation: The insider purchase by the CEO, who is also a 10% owner and director, signals strong confidence in the company's future. The RSU vesting targets, while ambitious, also reflect a positive long-term outlook. The transaction being under a 10b5-1 plan adds to the positive sentiment.

Positives

• Insider buying by the CEO, Director, and 10% owner, Charles K. Cohn, signals strong confidence in the company's future prospects.
• The purchase of 174,947 shares at an average price of $1.40 represents a significant personal investment.
• The transaction being made pursuant to a Rule 10b5-1(c) plan indicates a pre-planned investment strategy, which can reduce concerns about opportunistic timing.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent on Nerdy Inc. achieving significant share price targets ($18.00 to $42.00 per share), which may not be met by the September 20, 2028 expiration date.
• The company's ability to reach these high share price targets is subject to market conditions, operational performance, and strategic execution.

Future Outlook

The filing indicates a forward-looking incentive structure through Restricted Stock Units (RSUs) tied to significant future share price appreciation. These RSUs are designed to vest if Nerdy Inc.'s stock price reaches milestones between $18.00 and $42.00 per share, measured over a 90-calendar-day period, with an ultimate expiration date of September 20, 2028. This suggests management's long-term vision for substantial growth and shareholder value creation.

Management Comments

• The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.36 to $1.45, inclusive. 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 Form 4 filing, detailing an insider purchase by the CEO, is a common occurrence in the public markets. In the education technology (EdTech) sector, insider confidence can be particularly impactful, especially for companies like Nerdy Inc. that operate in a competitive and evolving landscape. The RSU targets suggest an ambitious growth trajectory, which is typical for companies aiming to capture market share in a dynamic industry.

Related Party Transactions

• The filing details indirect beneficial ownership 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 2018 Cohn Family Trust U/A/D 5/24/2018) and Rarefied Air Capital LLC, which is owned by these trusts. These represent related party holdings.

Stakeholder Impact

• Shareholders: The insider purchase may instill confidence among existing and potential shareholders, suggesting management believes the stock is undervalued. The RSU targets align management's long-term interests with shareholder value creation.
• Employees: The equity incentive plan, under which RSUs are granted, is a common tool for employee retention and motivation, though this specific filing pertains to the CEO's holdings.

Next Steps

• Nerdy Inc. will need to achieve significant share price milestones ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) for the CEO's Restricted Stock Units (RSUs) to vest.
• The company will continue its operations and strategic initiatives to drive shareholder value and meet these performance targets by September 20, 2028.

Key Dates

Recommendation

The CEO, who is also a significant owner, purchasing a substantial number of shares at $1.40, coupled with ambitious RSU vesting targets, strongly suggests management believes the stock is significantly undervalued and has substantial upside potential. This insider confidence, especially from a 10% owner, is a powerful signal for investors.

Keywords

Nerdy Inc., NRDY, Charles K. Cohn, insider buying, Form 4, stock purchase, Class A Common Stock, CEO, Director, 10% owner, 10b5-1 plan, Restricted Stock Units, RSU, equity incentive plan, beneficial ownership