Form 4: Nerdy CEO Charles Cohn Boosts Stake with $1.4 Purchase

Nerdy Inc. CEO Charles K. Cohn acquired 177,969 shares of Class A Common Stock at a weighted average price of $1.40, increasing his beneficial ownership.

Summary

• Charles K. Cohn, Chief Executive Officer, Director, and 10% Owner of Nerdy Inc. (NRDY), reported a transaction on December 5, 2025.
• Mr. Cohn purchased 177,969 shares of Class A Common Stock at a weighted average price of $1.40 per share, with prices ranging from $1.34 to $1.45.
• Following this transaction, Mr. Cohn beneficially owns a total of 55,871,198 shares of Class A Common Stock, including direct and indirect holdings.
• Indirect holdings include shares held by Cohn Family Trust U/A/D 3/16/2017 (31,599,850 shares), Cohn Family Trust 5/24/18 (1,540,307 shares), Rarefied Air Capital LLC (13,194,231 shares), and Cohn Family Investments Trust dtd 5/24/18 (1,278,512 shares).
• Mr. Cohn also directly holds 9,258,298 Restricted Stock Units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan.
• These RSUs vest in seven equal tranches upon the Issuer achieving specific share price targets: $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00, measured by the average stock price over a consecutive 90-calendar-day period.
• Any unvested RSUs will expire on September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's purchase of additional shares at $1.40 indicates confidence in the company's current valuation and future prospects. However, the substantial RSU holdings with high vesting price targets ($18-$42) suggest a long-term, high-growth expectation that carries inherent risk.

Positives

• CEO Charles K. Cohn purchased 177,969 shares of Class A Common Stock, demonstrating increased personal investment and confidence in Nerdy Inc.'s future prospects.
• The purchase was made at a weighted average price of $1.40, indicating a specific valuation point at which the CEO found the shares attractive.

Risks

• A significant portion of the CEO's compensation (9,258,298 RSUs) is tied to ambitious share price targets ranging from $18.00 to $42.00, which may not be achieved by the September 20, 2028 expiration date, posing a risk to the RSU holder.

Future Outlook

The company's future share price performance is implicitly targeted by the RSU vesting schedule, which requires the stock to reach $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 for full vesting by September 20, 2028, indicating management's long-term growth expectations.

Industry Context

Insider buying, particularly by a CEO and significant owner, typically signals strong management confidence in the company's current valuation and future prospects, which can be a positive indicator across any industry. The performance-based RSU vesting targets suggest management's belief in substantial future growth within the education technology sector.

Comparison to Industry Standards

• Not applicable for this type of filing as it primarily discloses an insider transaction and does not contain performance metrics or strategic updates for industry comparison.

Related Party Transactions

• Charles K. Cohn's beneficial ownership includes shares held indirectly through various family trusts and an LLC: Cohn Family Trust U/A/D 3/16/2017, Cohn Family Trust 5/24/18, Rarefied Air Capital LLC, and Cohn Family Investments Trust dtd 5/24/18. Rarefied Air Capital LLC is further 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.

Stakeholder Impact

• Shareholders: The CEO's purchase may be perceived as a positive signal, potentially boosting investor confidence in the company's future value.
• Shareholders: The performance-based RSU vesting targets align management's long-term interests with significant share price appreciation for all shareholders.

Next Steps

• Achievement of share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) for RSU vesting.
• Expiration of unvested RSUs on September 20, 2028, if share price targets are not met.

Key Dates

Recommendation

The CEO's purchase of shares at $1.40 indicates a belief in the company's value at this price point. However, the substantial RSU holdings with aggressive vesting targets (up to $42.00) suggest a highly speculative long-term outlook. While insider buying is generally a positive signal, the significant gap between the purchase price and RSU targets, combined with the inherent risks of performance-based vesting, warrants a 'hold' recommendation for investors to observe further operational performance and market conditions before making a more definitive investment decision.

Keywords

Nerdy Inc., NRDY, Form 4, insider trading, stock purchase, CEO, beneficial ownership, restricted stock units, equity incentive plan