Form 4: Nerdy CEO Charles Cohn Boosts Stake with Share Purchase

Nerdy Inc. CEO Charles K. Cohn acquired 174,076 shares of Class A Common Stock, increasing his beneficial ownership.

Summary

• Charles K. Cohn, Chief Executive Officer, Director, and 10% Owner of Nerdy Inc. (NRDY), acquired shares of the company's Class A Common Stock.
• The transaction occurred on December 15, 2025, involving the purchase of 174,076 shares.
• The shares were acquired at a weighted average price of $1.36 per share, with individual transaction prices ranging from $1.27 to $1.40.
• Following this transaction, Mr. Cohn's indirect beneficial ownership through the Cohn Family Trust U/A/D 3/16/2017 stands at 32,669,932 shares.
• Additional indirect beneficial ownership includes 1,540,307 shares via Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via Cohn Family Investments Trust dtd 5/24/18.
• Mr. Cohn also holds 9,258,298 Restricted Stock Units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan.
• These RSUs are contingent on the Issuer achieving seven share price target milestones: $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: 8

Explanation: The CEO's significant share purchase, coupled with substantial RSU awards tied to aggressive share price targets, indicates strong management confidence in the company's future growth and valuation potential.

Positives

• CEO Charles K. Cohn increased his direct beneficial ownership in Nerdy Inc. by acquiring 174,076 shares, signaling strong confidence in the company's future.
• The acquisition price range of $1.27 to $1.40 suggests management's belief in the company's value at current market levels.
• The significant RSU awards tied to ambitious share price targets ($18.00 to $42.00) align management's long-term incentives directly with substantial shareholder value creation.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent upon Nerdy Inc. achieving specific share price targets ranging from $18.00 to $42.00 per share, measured over a 90-calendar-day period. Failure to meet these targets by September 20, 2028, will result in the expiration of unvested RSUs, potentially impacting management's long-term compensation.

Future Outlook

Management's equity incentive plan includes significant Restricted Stock Units (RSUs) that are designed to vest only upon the achievement of substantial share price milestones, ranging from $18.00 to $42.00 per share, by September 20, 2028. This indicates a long-term strategic focus on driving significant shareholder value appreciation and suggests an optimistic outlook on the company's future growth potential.

Management Comments

• The reporting person, Charles K. Cohn, undertakes to provide full information regarding the number of shares purchased at each separate price upon request to the Issuer, any security holder, or the SEC staff.

Industry Context

Insider purchases, particularly by a CEO and significant owner, often signal strong confidence in the company's future prospects and valuation, which can be a positive indicator in the competitive online education technology sector. The ambitious RSU targets suggest a belief in significant market capitalization growth, potentially outpacing general industry trends if achieved.

Related Party Transactions

• Indirect beneficial ownership is held through entities such as 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, all of which are associated with the reporting person, Charles K. Cohn.

Stakeholder Impact

• Shareholders may view the CEO's increased stake as a strong vote of confidence in the company's future performance and valuation.
• The RSU vesting structure aligns management's long-term incentives with shareholder value creation, potentially benefiting long-term investors.

Next Steps

• Achievement of specified share price targets for the vesting of Restricted Stock Units (RSUs) by September 20, 2028.

Key Dates

Recommendation

The CEO's significant open-market purchase at current price levels, combined with substantial equity incentives tied to aggressive future share price targets, signals strong conviction in Nerdy Inc.'s long-term growth trajectory and undervaluation. This insider confidence suggests a favorable outlook for the stock, making it a 'buy' recommendation for investors seeking exposure to a company with strong management alignment and growth potential.

Keywords

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