Form 4: Nerdy CEO Boosts Stake with $106K Stock Purchase

Nerdy Inc. CEO Charles K. Cohn acquired 80,708 shares of Class A Common Stock for approximately $106,534, signaling strong insider confidence.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 80,708 shares of Class A Common Stock.
• The transaction occurred on November 28, 2025, at a weighted average price of $1.32 per share, totaling approximately $106,534.56.
• Following this transaction, Cohn's direct and indirect beneficial ownership includes 891,412 shares via Cohn Family Investments Trust, 1,540,307 shares via Cohn Family Trust, 13,194,231 shares via Rarefied Air Capital LLC, and 31,053,279 shares via Cohn Family Trust U/A/D 3/16/2017.
• Additionally, Cohn beneficially owns 9,258,298 Restricted Stock Units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan.
• These RSUs vest in seven equal tranches upon the Issuer achieving specific share price targets: $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00, measured over a 90-calendar-day average.
• Any unvested RSUs will expire on September 20, 2028.

Sentiment

Score: 8

Explanation: The CEO's direct stock purchase, combined with substantial RSU holdings tied to aggressive future share price targets, indicates strong insider confidence and a positive long-term outlook for the company.

Positives

• CEO Charles K. Cohn's purchase of 80,708 shares at $1.32 per share demonstrates strong insider confidence in Nerdy Inc.'s future prospects.
• The significant number of Restricted Stock Units (9,258,298) held by the CEO, with vesting tied to ambitious share price targets ($18.00 to $42.00), aligns management's interests directly with long-term shareholder value creation.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent upon Nerdy Inc. achieving specific share price targets ranging from $18.00 to $42.00, which may not be met within the performance period.
• Unvested RSUs will expire on September 20, 2028, if the share price targets are not achieved, potentially impacting executive compensation and motivation.

Future Outlook

The filing indicates a strong future outlook for Nerdy Inc. through the CEO's significant RSU holdings, which are tied to ambitious share price targets ranging from $18.00 to $42.00. These targets suggest management's belief in substantial long-term stock appreciation.

Management Comments

• The shares were purchased in multiple transactions at prices ranging from $1.28 to $1.32, 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 insider purchase by the CEO of an online learning platform like Nerdy Inc. could be interpreted as a positive signal in the broader education technology (EdTech) sector, especially given the current market conditions. It suggests confidence in the company's ability to capture market share and achieve growth, potentially outperforming competitors in a dynamic and competitive industry.

Related Party Transactions

• The indirect beneficial ownership through various family trusts (Cohn Family Investments Trust, Cohn Family Trust, Cohn Family Trust U/A/D 3/16/2017) and Rarefied Air Capital LLC (owned by three trusts) represents related party dealings.

Stakeholder Impact

• Shareholders: The CEO's stock purchase and significant RSU holdings may instill confidence, signaling management's belief in future stock appreciation and alignment with shareholder interests.
• Employees: The RSU structure, particularly for the CEO, could set a precedent or reflect a broader compensation strategy tied to ambitious performance targets, potentially influencing employee motivation and retention.

Next Steps

• Monitoring the vesting progress of the 9,258,298 Restricted Stock Units (RSUs) as Nerdy Inc. aims to achieve share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00.
• Observing the company's stock performance relative to these RSU vesting milestones until the expiration date of September 20, 2028.

Key Dates

Recommendation

The CEO's direct purchase of company stock, coupled with substantial Restricted Stock Units (RSUs) tied to aggressive share price targets ($18-$42), signals strong insider confidence and a belief in significant future growth. This insider buying, especially from a key executive, often precedes positive company developments and aligns management's interests with long-term shareholder value, making it an attractive entry point for investors.

Keywords

Nerdy Inc., NRDY, Charles K. Cohn, Insider Buying, Form 4, Stock Purchase, CEO, Restricted Stock Units, Equity Incentive Plan, Share Price Targets