Form 4: Nerdy CEO Boosts Stake with $138K Stock Purchase

Nerdy Inc.'s CEO, Charles K. Cohn, increased his beneficial ownership by purchasing 119,242 shares of Class A Common Stock for approximately $138,320.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 119,242 shares of Class A Common Stock.
• The transaction occurred on November 25, 2025, at a weighted average price of $1.16 per share, with prices ranging from $1.10 to $1.18, totaling approximately $138,320.72.
• The shares were acquired indirectly by the Cohn Family Trust 5/24/18.
• Following this transaction, Cohn's total beneficial ownership includes 46,453,738 shares of Class A Common Stock (non-derivative) and 9,258,298 Restricted Stock Units (RSUs).
• The 9,258,298 RSUs, issued under the Nerdy Inc. 2021 Equity Incentive Plan, shall vest in seven equal tranches upon the Issuer achieving specific share price 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.
• Any unvested RSUs are set to expire on September 20, 2028.

Sentiment

Score: 8

Explanation: The CEO's significant open-market purchase of company stock, coupled with substantial RSU holdings tied to ambitious price targets, reflects strong insider confidence and a positive long-term outlook for Nerdy Inc.

Positives

• CEO Charles K. Cohn, a Director and 10% Owner, purchased 119,242 shares of Class A Common Stock, signaling strong insider confidence in the company's future prospects.
• The purchase was made at a weighted average price of $1.16 per share, indicating management's belief in value at this price point.
• The substantial RSU holdings, with vesting tied to ambitious share price targets up to $42.00, demonstrate a long-term alignment of management's interests with shareholder value creation.

Future Outlook

The vesting schedule for the Restricted Stock Units (RSUs) indicates management's long-term share price targets, with milestones set at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, suggesting an optimistic view on future stock performance and potential for significant appreciation.

Industry Context

Insider buying, particularly by a CEO and significant owner, often signals strong internal confidence in the company's prospects, potentially indicating a belief that the current stock price is undervalued relative to future growth opportunities within the online learning and tutoring industry. This move could be interpreted as a positive indicator for the company's strategic direction and operational execution.

Comparison to Industry Standards

• NA

Related Party Transactions

• Charles K. Cohn's indirect beneficial ownership through Cohn Family Trust 5/24/18, Rarefied Air Capital LLC, Cohn Family Trust U/A/D 3/16/2017, and Cohn Family Investments Trust dtd 5/24/18 constitutes related party transactions, as these entities are controlled by or for the benefit of the reporting person.

Stakeholder Impact

• Shareholders may view the CEO's stock purchase as a positive signal of management's belief in the company's intrinsic value and future growth potential, potentially boosting investor confidence.
• The RSU vesting schedule provides clear, long-term performance incentives for the CEO, aligning management interests with shareholder value creation and encouraging strategic decisions that drive stock price appreciation.

Next Steps

• The company's stock performance will be monitored against the RSU vesting milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, which serve as key indicators of future value creation.

Key Dates

Recommendation

The CEO's open-market purchase of a significant number of shares, combined with his substantial existing holdings and RSU targets, signals strong insider confidence in Nerdy Inc.'s future prospects and suggests the stock may be undervalued at current levels. This insider buying activity often precedes positive company developments or a re-rating of the stock, making it an attractive 'buy' signal for seasoned investors.

Keywords

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