Form 4: Nerdy CEO Boosts Stake with $246K Stock Purchase

Nerdy Inc.'s CEO, Charles K. Cohn, acquired 270,578 shares of Class A Common Stock for approximately $246,225, increasing his beneficial ownership.

Summary

• Charles K. Cohn, Chief Executive Officer, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 270,578 shares of Class A Common Stock.
• The transaction occurred on November 19, 2025, at a weighted average price of $0.91 per share, with prices ranging from $0.85 to $0.94.
• The total value of the shares purchased is approximately $246,225.98.
• This purchase was made pursuant to a Rule 10b5-1 trading plan.
• Following the transaction, Cohn's indirect beneficial ownership includes 30,779,769 shares via Cohn Family Trust U/A/D 3/16/2017, 850,333 shares via Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 810,704 shares via Cohn Family Investments Trust dtd 5/24/18.
• Cohn also directly holds 9,258,298 Restricted Stock Units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan.
• These RSUs vest in seven equal tranches upon the Issuer achieving share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured over a consecutive 90-calendar-day period.
• Any unvested RSUs will expire on September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's personal stock purchase, coupled with substantial RSU holdings tied to aggressive long-term price targets, suggests strong internal confidence in the company's future growth potential, despite the current low stock price relative to those targets.

Positives

• CEO Charles K. Cohn increased his personal stake in Nerdy Inc. by purchasing 270,578 shares, demonstrating strong confidence in the company's future prospects.
• The purchase was executed under a Rule 10b5-1 plan, indicating a pre-planned investment strategy and adherence to insider trading compliance.
• The CEO holds a significant number of Restricted Stock Units (9,258,298 RSUs) tied to ambitious share price targets ($18.00 to $42.00), which strongly aligns his long-term interests with shareholder value creation.

Negatives

• The current stock price of $0.91 per share is substantially lower than the RSU vesting targets, indicating a significant gap between the current valuation and the company's long-term growth aspirations for executive compensation.

Risks

• The vesting of a substantial portion of the CEO's equity compensation (9,258,298 RSUs) is contingent on achieving very high share price targets ($18.00 to $42.00), which may not be met by the September 20, 2028 expiration date.
• The current stock price of $0.91 is far below the RSU vesting thresholds, indicating a high degree of market performance risk associated with realizing these compensation targets.

Future Outlook

The CEO's significant RSU holdings, with vesting tied to ambitious share price targets ranging from $18.00 to $42.00 by September 20, 2028, indicate a long-term strategic vision for substantial growth and shareholder value appreciation.

Management Comments

• Management, through the reporting person, has committed to providing full information regarding the number of shares purchased at each separate price upon request.

Industry Context

This insider purchase by the CEO of an education technology company like Nerdy Inc. signals management's belief in the company's future prospects within a competitive and evolving ed-tech landscape. Such transactions can be viewed positively by investors, especially when a significant portion of executive compensation is tied to long-term stock performance targets, as seen with the substantial RSU holdings.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership through Cohn Family Trust U/A/D 3/16/2017.
• Indirect beneficial ownership through Cohn Family Trust 5/24/18.
• Indirect beneficial ownership through Rarefied Air Capital LLC, which is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.
• Indirect beneficial ownership through Cohn Family Investments Trust dtd 5/24/18.

Stakeholder Impact

• Shareholders: The CEO's purchase may be seen as a positive signal of confidence, potentially influencing investor sentiment. The RSU structure aligns management's long-term interests with shareholder value creation.
• Employees: The company's ability to meet ambitious stock price targets could impact employee morale and future equity compensation plans.

Next Steps

• Achieve share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share for RSU vesting.
• Continue operations to meet the RSU vesting conditions by September 20, 2028.

Key Dates

Recommendation

While the CEO's insider purchase signals confidence and the RSU targets align management with long-term shareholder value, the current stock price is significantly below these ambitious targets. This indicates a high-risk, high-reward scenario. A 'hold' recommendation is appropriate given the strong insider belief balanced against the substantial gap to achieve the stated RSU vesting conditions, suggesting investors should monitor progress towards these targets.

Keywords

Nerdy Inc., NRDY, Insider Buy, CEO Stock Purchase, Form 4, Charles K. Cohn, Equity Incentive Plan, Restricted Stock Units, 10b5-1 Plan, Beneficial Ownership