Form 4: Nerdy CEO Plans $249K Stock Purchase in 2025

Nerdy Inc. CEO Charles K. Cohn has disclosed a planned acquisition of 180,353 shares of Class A Common Stock for approximately $249,000, set for December 12, 2025, under a 10b5-1 plan.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), plans to acquire 180,353 shares of Class A Common Stock.
• The transaction is scheduled for December 12, 2025, and is being made pursuant to a Rule 10b5-1(c) plan.
• The shares will be purchased at a weighted average price of $1.38 per share, with prices ranging from $1.36 to $1.41.
• The total value of this planned acquisition is approximately $248,897.14.
• Following this planned transaction, Charles K. Cohn's total beneficial ownership will be 57,767,204 shares of Class A Common Stock, held directly and indirectly through various trusts and entities.
• Indirect beneficial ownership includes 32,495,856 shares via Cohn Family Trust U/A/D 3/16/2017 (which includes the planned purchase), 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 share price target milestones 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 stock price.
• Any unvested RSUs will expire on September 20, 2028.

Sentiment

Score: 7

Explanation: The CEO's planned purchase of shares, even if future-dated, signals confidence in the company's long-term value. The high RSU vesting targets also suggest an optimistic outlook for significant share price appreciation.

Positives

• The CEO's pre-planned acquisition of shares under a Rule 10b5-1 plan demonstrates long-term confidence in Nerdy Inc.'s future prospects.
• The significant number of Restricted Stock Units (9,258,298) held by the CEO, with high vesting price targets (up to $42.00 per share), aligns management's interests with substantial shareholder value creation.

Risks

• The vesting of a substantial portion of the CEO's equity (9,258,298 RSUs) is contingent on achieving aggressive share price targets ranging from $18.00 to $42.00, which may not be met.
• The planned purchase is a future transaction, meaning it does not reflect an immediate reaction to current market conditions or company performance.

Future Outlook

The planned stock purchase and the ambitious RSU vesting targets (up to $42.00 per share) indicate a strong long-term growth outlook and management's belief in significant future stock price appreciation for Nerdy Inc.

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 under a 10b5-1 plan, is generally viewed as a positive signal of management's confidence in the company's future performance and valuation, aligning with broader market sentiment that insider actions can reflect future prospects.

Related Party Transactions

• The planned acquisition of 180,353 shares is an indirect purchase made through the Cohn Family Trust U/A/D 3/16/2017, which is a related party.
• 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, all of which are related parties.

Stakeholder Impact

• Shareholders may view the CEO's planned stock purchase as a positive signal of management's belief in the company's future, potentially boosting investor confidence.
• The ambitious RSU vesting targets could motivate management to drive significant share price appreciation, benefiting all shareholders if achieved.

Next Steps

• The planned acquisition of 180,353 shares of Class A Common Stock is scheduled for December 12, 2025.
• Monitoring the company's stock price performance against the RSU vesting targets ($18.00 to $42.00 per share) until September 20, 2028.

Key Dates

Recommendation

The CEO's pre-planned acquisition of shares under a 10b5-1 plan signals long-term confidence in Nerdy Inc.'s future. While this is a positive indicator, it is a future transaction and does not reflect an immediate market reaction. The ambitious RSU vesting targets, ranging from $18.00 to $42.00 per share, suggest management anticipates substantial future growth. However, a 'hold' recommendation is appropriate as this single disclosure does not provide sufficient grounds for a 'buy' or 'sell' without a comprehensive review of the company's current financial performance and market position.

Keywords

Nerdy Inc, NRDY, Charles K. Cohn, Insider Trading, Stock Purchase, Form 4, CEO, Equity Incentive Plan, Restricted Stock Units, 10b5-1 Plan, Beneficial Ownership