Form 4: Nerdy CEO Commits to Future Stock Purchase, Boosting Stake

Nerdy Inc.'s CEO, Charles K. Cohn, has committed to purchasing 180,000 shares of Class A Common Stock in a pre-planned transaction set for December 11, 2025.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), will acquire 180,000 shares of Class A Common Stock.
• The purchase is scheduled for December 11, 2025, at a weighted average price of $1.38 per share, totaling approximately $248,400.
• This transaction is part of a pre-planned Rule 10b5-1(c) contract.
• Following this acquisition, Mr. Cohn's indirect beneficial ownership through the Cohn Family Trust U/A/D 3/16/2017 will increase to 32,315,503 shares.
• Mr. Cohn also directly owns 9,258,298 Restricted Stock Units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan.
• These RSUs vest in seven equal tranches upon the company's stock price reaching targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured by a 90-calendar-day average.
• Unvested RSUs will expire on September 20, 2028.
• Additional indirect beneficial ownerships include 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.

Sentiment

Score: 8

Explanation: The CEO's commitment to a significant future stock purchase, coupled with substantial RSU holdings tied to aggressive share price targets, indicates strong insider confidence and a clear alignment of management's interests with long-term shareholder value. This is a very positive signal.

Positives

• The CEO's commitment to purchase an additional 180,000 shares signals strong confidence in Nerdy Inc.'s future prospects and valuation.
• The transaction is a pre-planned Rule 10b5-1(c) purchase, indicating a deliberate long-term investment strategy by the CEO.
• The significant RSU holdings with high share price targets ($18.00 to $42.00) strongly align the CEO's financial interests with long-term shareholder value creation.

Risks

• Failure to achieve the specified share price targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) by September 20, 2028, would result in the forfeiture of unvested Restricted Stock Units (RSUs).
• The future stock purchase is subject to market conditions and the company's performance leading up to the transaction date of December 11, 2025.

Future Outlook

The CEO's significant RSU holdings are tied to ambitious share price targets ranging from $18.00 to $42.00, which must be achieved by September 20, 2028. This provides a clear long-term performance incentive and indicates management's belief in substantial future growth potential for the company's stock price.

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, particularly by a CEO, is generally viewed as a strong positive signal in the market, suggesting that those closest to the company believe its stock is undervalued or poised for future growth. This pre-planned purchase under Rule 10b5-1(c) further reinforces a strategic, long-term commitment rather than a reactive trade.

Related Party Transactions

• The planned stock purchase will be made indirectly through the Cohn Family Trust U/A/D 3/16/2017.
• Other indirect beneficial ownerships are held through Cohn Family Trust 5/24/18, Rarefied Air Capital LLC (owned by three Cohn family trusts), and Cohn Family Investments Trust dtd 5/24/18.

Stakeholder Impact

• Shareholders: Increased insider ownership and a clear incentive structure for the CEO could boost investor confidence and signal potential for future stock appreciation.
• Management/Employees: The CEO's commitment and RSU targets reinforce a performance-driven culture focused on achieving significant share price growth.

Next Steps

• The planned purchase of 180,000 shares of Class A Common Stock by Charles K. Cohn is scheduled to occur on December 11, 2025.
• The company's stock price performance will be monitored against the RSU vesting targets ($18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00) until September 20, 2028.

Key Dates

Recommendation

The CEO's pre-planned, significant stock purchase, combined with substantial RSU holdings tied to aggressive future share price targets, demonstrates a high degree of insider confidence and a strong alignment of management's long-term interests with shareholders. This insider commitment, especially from the CEO, is a powerful positive signal that warrants a 'strong buy' recommendation, suggesting the stock is likely undervalued or poised for significant growth.

Keywords

Nerdy Inc., NRDY, insider buying, CEO stock purchase, Rule 10b5-1, beneficial ownership, Restricted Stock Units, equity incentive plan, corporate governance