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

Nerdy Inc. CEO Charles K. Cohn acquired 198,100 shares of Class A Common Stock for approximately $249,606, increasing his indirect beneficial ownership.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 198,100 shares of Class A Common Stock on December 2, 2025.
• The shares were acquired at a weighted average price of $1.26 per share, with prices ranging from $1.22 to $1.28.
• The total value of this transaction was approximately $249,606.
• Following this transaction, Cohn's beneficial ownership includes 1,278,512 shares indirectly through Cohn Family Investments Trust dtd 5/24/18, 1,540,307 shares indirectly through Cohn Family Trust 5/24/18, 9,258,298 shares directly as Restricted Stock Units (RSUs), 13,194,231 shares indirectly through Rarefied Air Capital LLC, and 31,053,279 shares indirectly through Cohn Family Trust U/A/D 3/16/2017.
• The 9,258,298 RSUs vest in seven equal tranches upon the Issuer achieving share price target milestones 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.
• Rarefied Air Capital LLC 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.

Sentiment

Score: 8

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

Positives

• The CEO's purchase of a significant number of shares (198,100) indicates strong confidence in the company's future prospects at the current valuation.
• The substantial RSU holdings with high price targets ($18.00 to $42.00) demonstrate management's long-term commitment and belief in significant future stock price appreciation.

Negatives

• The relatively low purchase price of $1.26 per share, while a positive for the buyer, could imply a currently depressed stock valuation for the company.

Risks

• The vesting of a large portion of the CEO's equity (9,258,298 RSUs) is contingent upon achieving aggressive share price targets ranging from $18.00 to $42.00, which may not be met by the September 20, 2028 expiration date.
• The weighted average price of $1.26 for the recent purchase suggests the stock is trading at a significantly lower valuation than the RSU vesting targets, indicating potential volatility or a long path to target achievement.

Future Outlook

The significant RSU holdings with vesting targets ranging from $18.00 to $42.00 per share indicate management's strong belief in substantial future stock price appreciation for Nerdy Inc. The recent insider purchase at $1.26 further reinforces this long-term positive outlook.

Management Comments

• The reporting person undertakes to provide full information regarding the number of shares purchased at each separate price upon request.

Industry Context

Insider buying by a CEO is generally interpreted as a strong signal of confidence in the company's future performance and valuation, often suggesting that the insider believes the stock is undervalued relative to its intrinsic worth or future potential. This action by Nerdy's CEO aligns with a positive outlook for the company within its sector.

Related Party Transactions

• Charles K. Cohn's beneficial ownership is held indirectly through several family trusts (Cohn Family Investments Trust dtd 5/24/18, Cohn Family Trust 5/24/18, Cohn Family Trust U/A/D 3/16/2017) and Rarefied Air Capital LLC, which is owned by these family trusts.

Stakeholder Impact

• Shareholders may view the CEO's increased stake as a positive signal, potentially boosting investor confidence and demand for the stock.
• Employees may perceive this as a sign of strong leadership belief in the company's future, potentially impacting morale and retention.

Next Steps

• Monitor the company's stock performance relative to the RSU vesting price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) to assess the likelihood of RSU vesting.
• Observe future insider trading activity by Charles K. Cohn and other executives for further indications of management sentiment.

Key Dates

Recommendation

The CEO's substantial insider purchase at $1.26 per share, combined with significant Restricted Stock Units (RSUs) that vest at much higher price targets ($18-$42), signals strong conviction in Nerdy Inc.'s future growth and undervaluation. This action by a key insider, who is also a 10% owner, suggests a belief in significant upside potential, making it a compelling 'buy' signal for seasoned investors.

Keywords

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