Form 4: Nerdy CEO Boosts Stake with $250K Stock Purchase

Nerdy Inc.'s CEO, Charles K. Cohn, increased his beneficial ownership by purchasing 238,749 shares of Class A Common Stock at an average price of $1.05 per share.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 238,749 shares of Class A Common Stock.
• The shares were acquired on November 24, 2025, at a weighted average price of $1.05 per share, with individual transaction prices ranging from $1.01 to $1.10.
• Following this transaction, Cohn's total beneficial ownership, including indirect holdings through various trusts and Rarefied Air Capital LLC, and Restricted Stock Units (RSUs), amounts to 55,831,543 shares.
• Existing Restricted Stock Units (RSUs) totaling 9,258,298 shares are subject to vesting upon Nerdy Inc. achieving specific share price targets ranging from $18.00 to $42.00 per share, measured over a consecutive 90-calendar-day period, and will expire on September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's open market purchase of shares, coupled with substantial RSU holdings tied to aggressive future stock price targets, indicates strong insider confidence in the company's long-term value and growth potential.

Positives

• The CEO's open market purchase of 238,749 shares, valued at approximately $250,686.45, demonstrates strong insider confidence in the company's future prospects.
• Significant existing RSU holdings (9,258,298 shares) are tied to ambitious share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00), aligning management's interests directly with long-term shareholder value creation.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent on achieving specific share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) over a 90-calendar-day average, indicating a performance risk if these targets are not met by the September 20, 2028 expiration date.

Future Outlook

The significant volume of Restricted Stock Units held by the CEO, with vesting tied to ambitious share price targets ranging from $18.00 to $42.00 by September 20, 2028, indicates a strong internal belief in substantial future stock appreciation and long-term growth for Nerdy Inc.

Management Comments

• The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.01 to $1.10, 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 education technology company like Nerdy Inc. suggests a positive internal outlook amidst the evolving landscape of online learning. Such a move could signal management's confidence in their strategic direction and ability to capture market share, potentially differentiating them from competitors in a sector experiencing both growth opportunities and consolidation pressures.

Related Party Transactions

• The reported transaction involves Charles K. Cohn, who is the CEO, a Director, and a 10% owner of Nerdy Inc.
• Indirect beneficial ownership is held through various family trusts (Cohn Family Trust 5/24/18, Cohn Family Trust U/A/D 3/16/2017, Cohn Family Investments Trust dtd 5/24/18) and Rarefied Air Capital LLC, which is owned by these trusts, indicating related party entities.

Stakeholder Impact

• Shareholders: The CEO's purchase may be viewed positively, signaling management's belief in the company's future, potentially boosting investor confidence. The RSU vesting targets align management incentives with shareholder returns.
• Employees: No direct impact on employees is mentioned, but a confident CEO and potential stock appreciation could indirectly benefit employees with equity compensation.

Next Steps

• The company will continue to work towards achieving the share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) required for the vesting of the CEO's Restricted Stock Units by September 20, 2028.

Key Dates

Recommendation

The CEO's significant open market purchase of shares, combined with substantial performance-based Restricted Stock Units tied to aggressive future stock price targets, signals strong insider confidence in Nerdy Inc.'s long-term prospects. This positive signal supports maintaining existing positions, but without broader financial performance data, a more aggressive 'buy' recommendation is not warranted at this time. Investors should monitor future financial reports and progress towards RSU vesting targets.

Keywords

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