Form 4: Nerdy CEO Charles Cohn Increases Stake in Company

Nerdy Inc.'s CEO and 10% owner, Charles K. Cohn, acquired 197,242 shares of Class A Common Stock at a weighted average price of $1.22 per share.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), purchased 197,242 shares of Class A Common Stock.
• The shares were acquired on December 16, 2025, at a weighted average price of $1.22 per share, with individual transaction prices ranging from $1.19 to $1.28.
• Following this transaction, Mr. Cohn beneficially owns a total of 58,138,522 shares of Class A Common Stock, held directly and indirectly through various trusts and entities.
• Indirect holdings include 32,867,174 shares via Cohn Family Trust U/A/D 3/16/2017, 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.
• Direct beneficial ownership includes 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 specific share price targets: $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured by a 90-calendar-day average stock price.
• Any unvested RSUs will expire on September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's purchase of additional shares indicates strong confidence in the company's future, which is a positive signal for investors. The existence of significant RSU holdings with high price targets also suggests an optimistic long-term outlook.

Positives

• The CEO and 10% owner, Charles K. Cohn, increased his stake in Nerdy Inc. by purchasing 197,242 shares, signaling confidence in the company's future prospects.
• The acquisition was made at a weighted average price of $1.22 per share, indicating a direct investment at current market valuations.

Risks

• The 9,258,298 Restricted Stock Units (RSUs) held by the CEO are subject to vesting conditions tied to specific share price targets ($18.00 to $42.00), which may not be achieved, leading to forfeiture of unvested units.
• The RSUs have an expiration date of September 20, 2028, meaning if price targets are not met by then, the unvested RSUs will expire without value.

Future Outlook

The vesting schedule for the CEO's Restricted Stock Units (RSUs) outlines specific share price targets ranging from $18.00 to $42.00, measured over a 90-calendar-day period, indicating management's long-term performance goals for the company's stock price. These targets suggest an optimistic view on future stock appreciation.

Industry Context

This insider purchase by the CEO of Nerdy Inc., an online learning platform, occurs within a broader context where investor confidence in ed-tech companies can be influenced by market conditions, competitive landscape, and the company's ability to achieve growth and profitability. A CEO increasing their stake can be interpreted as a strong internal signal of belief in the company's strategic direction and future performance, potentially contrasting with or reinforcing general industry sentiment.

Related Party Transactions

• Charles K. Cohn's beneficial ownership includes shares held indirectly through various family trusts (Cohn Family Trust U/A/D 3/16/2017, Cohn Family Trust 5/24/18, Cohn Family Investments Trust dtd 5/24/18) and Rarefied Air Capital LLC, which is owned by three Cohn family trusts. These structures represent related party dealings in terms of beneficial ownership.

Stakeholder Impact

• Shareholders: The CEO's increased stake may instill greater confidence in the company's leadership and future prospects, potentially leading to positive sentiment and increased investor interest.
• Employees: The CEO's commitment, as demonstrated by the share purchase and significant RSU holdings, could reinforce morale and alignment with long-term company goals.
• Management: The RSU vesting targets provide clear, performance-based incentives for the CEO and potentially other executives, aligning their interests with shareholder value creation.

Next Steps

• Monitoring the company's stock price performance against the RSU vesting targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share) until the RSU expiration date of September 20, 2028.

Key Dates

Recommendation

The CEO's recent stock purchase is a positive indicator of management confidence, suggesting potential upside. However, a single insider transaction, while noteworthy, is typically insufficient on its own to warrant a 'buy' recommendation without a broader analysis of the company's financial health, market position, and industry trends. Therefore, a 'hold' recommendation is prudent, advising investors to maintain their current position while awaiting further comprehensive financial and operational updates.

Keywords

Nerdy Inc., NRDY, Charles K. Cohn, Insider Trading, Stock Purchase, Form 4, CEO, 10% Owner, Class A Common Stock, Restricted Stock Units, Equity Incentive Plan