Form 4: Nerdy CEO Boosts Stake with $240K Stock Purchase

Nerdy Inc.'s CEO, Charles K. Cohn, increased his indirect beneficial ownership by purchasing 181,672 shares of Class A Common Stock for approximately $240,000.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), reported transactions involving the purchase of Class A Common Stock.
• On December 3, 2025, Cohn indirectly acquired 91,672 shares at a weighted average price of $1.29 per share, totaling approximately $118,258.
• On the same date, Cohn indirectly acquired an additional 90,000 shares at a weighted average price of $1.34 per share, totaling approximately $120,600.
• These purchases were made through the Cohn Family Trust U/A/D 3/16/2017.
• Following these transactions, Cohn's indirect beneficial ownership through the Cohn Family Trust U/A/D 3/16/2017 increased to 31,234,951 shares.
• Cohn also directly holds 9,258,298 Restricted Stock Units (RSUs) which vest upon the achievement of specific share price targets ranging from $18.00 to $42.00 per share, with an expiration date of September 20, 2028.
• Total beneficial ownership across all direct and indirect holdings is substantial, indicating significant insider alignment.

Sentiment

Score: 7

Explanation: The insider buying by the CEO, coupled with substantial performance-based equity awards, indicates strong management confidence in the company's long-term prospects and potential for significant share price appreciation. The current low stock price relative to RSU targets suggests a belief in substantial future growth.

Positives

• The CEO, Charles K. Cohn, increased his indirect beneficial ownership in Nerdy Inc. by purchasing 181,672 shares of Class A Common Stock.
• Insider buying, especially from a CEO and 10% owner, often signals management's confidence in the company's future prospects and valuation.
• The purchases were made at prices ranging from $1.20 to $1.35, suggesting management sees value at these levels.
• A significant portion of the CEO's compensation (9,258,298 RSUs) is tied to ambitious share price targets ($18.00 to $42.00), aligning management's interests with long-term shareholder value creation.

Negatives

• The purchase prices of $1.29 and $1.34 are significantly below the RSU vesting targets, indicating a substantial gap between current market valuation and the company's long-term performance goals.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent on achieving high share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share) over a 90-calendar-day period, which may not be met by the September 20, 2028 expiration date.
• Failure to meet these share price targets would result in the expiration of unvested RSUs, potentially impacting executive compensation and motivation.

Future Outlook

The significant RSU holdings tied to ambitious share price targets of up to $42.00 per share by September 20, 2028, indicate management's long-term vision for substantial growth and shareholder value creation, despite current market prices being considerably lower.

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

Insider buying by a CEO in the education technology sector, particularly when coupled with performance-based equity awards, suggests a belief in the company's ability to capture market share and achieve significant valuation growth. This could be seen as a positive signal in a competitive and evolving industry, especially if the company is undervalued relative to its growth potential or peers.

Related Party Transactions

• The purchases were made by the Cohn Family Trust U/A/D 3/16/2017, which is a related party to Charles K. Cohn, the CEO and reporting person.
• Rarefied Air Capital LLC, which holds 13,194,231 shares indirectly for Cohn, is owned by three Cohn family trusts.

Stakeholder Impact

• Shareholders: The CEO's increased stake and performance-based RSUs align management's interests with shareholders, potentially signaling confidence and a commitment to long-term value creation.
• Employees: The RSU plan incentivizes management to drive significant share price appreciation, which could indirectly benefit employees through a stronger company performance.

Next Steps

• The company will continue to work towards achieving the share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share for the vesting of Restricted Stock Units.
• The Reporting Person will 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 purchases, combined with a substantial portion of his equity compensation tied to aggressive share price targets (up to $42.00), strongly suggest management's conviction in Nerdy Inc.'s long-term growth potential and current undervaluation. This insider activity, especially from a 10% owner, is a powerful signal of confidence and aligns management's interests directly with shareholders, making it a compelling 'buy' signal for investors looking for long-term value.

Keywords

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