Form 4: Nerdy CEO Plans $274K Stock Purchase via 10b5-1 Plan

Nerdy Inc.'s CEO and 10% owner, Charles K. Cohn, reported a pre-planned acquisition of 257,210 shares of Class A Common Stock through family trusts, scheduled for November 21, 2025, for approximately $274,000.

Summary

• Charles K. Cohn, CEO, Director, and 10% owner of Nerdy Inc. (NRDY), reported a pre-planned acquisition of 257,210 shares of Class A Common Stock.
• These purchases are scheduled to occur on November 21, 2025, under a Rule 10b5-1 plan, and will be executed through two family trusts.
• 187,200 shares are designated for acquisition by Cohn Family Trust 5/24/18 at a weighted average price of $1.06 per share.
• 70,010 shares are designated for acquisition by Cohn Family Trust U/A/D 3/16/2017 at a weighted average price of $1.07 per share.
• The total value of these planned transactions is approximately $274,642.
• Following these planned transactions, Mr. Cohn's indirect beneficial ownership will include 1,037,533 shares via Cohn Family Trust 5/24/18 and 31,053,279 shares via Cohn Family Trust U/A/D 3/16/2017.
• He also directly owns 9,258,298 Restricted Stock Units (RSUs) and indirectly owns 13,194,231 shares through Rarefied Air Capital LLC and 810,704 shares through Cohn Family Investments Trust dtd 5/24/18.
• The RSUs vest in seven equal tranches upon the Issuer achieving share price targets ranging from $18.00 to $42.00, measured over a 90-calendar-day average, and expire on September 20, 2028.

Sentiment

Score: 8

Explanation: The CEO's significant pre-planned purchase of company stock, coupled with substantial existing ownership and high RSU vesting targets, indicates strong confidence in Nerdy Inc.'s long-term growth and potential for substantial share price appreciation.

Positives

• CEO Charles K. Cohn has established a pre-planned acquisition of 257,210 shares of Nerdy Inc. stock, signaling strong confidence in the company's future prospects.
• The purchases are structured through family trusts and a Rule 10b5-1 plan, indicating a deliberate and long-term investment strategy.
• The CEO's substantial beneficial ownership, including direct and indirect holdings, aligns his interests closely with those of other shareholders.

Negatives

• The planned purchase prices of $1.06 and $1.07 per share are significantly lower than the RSU vesting targets, suggesting a current low valuation relative to management's long-term aspirations.

Risks

• The vesting of 9,258,298 Restricted Stock Units (RSUs) is contingent on achieving high share price targets ($18.00 to $42.00), which are substantially above the current planned purchase prices, indicating significant market appreciation is required.
• Unvested RSUs will expire on September 20, 2028, if the specified share price targets are not met.

Future Outlook

Management's long-term outlook, as indicated by the RSU vesting targets, anticipates significant share price appreciation for Nerdy Inc., with milestones set between $18.00 and $42.00 per share by September 20, 2028.

Industry Context

Insider buying, particularly by a CEO and significant owner through a pre-planned 10b5-1 program, is often interpreted by the market as a strong signal of confidence in the company's future performance and intrinsic value. This can be a positive indicator for investors, suggesting that management believes the stock is undervalued.

Related Party Transactions

• Charles K. Cohn's planned purchases of Class A Common Stock are to be executed through family trusts (Cohn Family Trust 5/24/18 and Cohn Family Trust U/A/D 3/16/2017), which are considered related parties.
• A significant portion of Mr. Cohn's indirect beneficial ownership is held through Rarefied Air Capital LLC, which is owned by three Cohn family trusts.

Stakeholder Impact

• Shareholders: Increased insider ownership aligns management's interests more closely with shareholders, potentially boosting investor confidence.
• Employees: A strong signal of management confidence could positively impact employee morale and retention.

Next Steps

• Monitor the company's progress towards achieving the share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 for RSU vesting.

Key Dates

Recommendation

The establishment of a Rule 10b5-1 plan by CEO Charles K. Cohn for a significant share purchase, combined with his substantial existing ownership and ambitious RSU vesting targets, indicates strong insider confidence in Nerdy Inc.'s long-term value and growth potential. This pre-planned acquisition, even with a future transaction date, suggests a strategic belief that the stock is currently undervalued, making it a positive signal for investors.

Keywords

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