Form 4: Nerdy CEO Plans Future Share Acquisition via Trust

Nerdy Inc. CEO Charles K. Cohn has filed a Form 4 detailing a planned acquisition of 144,783 Class A Common Stock shares for $1.25 each through a family trust on November 26, 2025.

Summary

• Charles K. Cohn, CEO, Director, and 10% Owner of Nerdy Inc. (NRDY), plans to acquire 144,783 shares of Class A Common Stock.
• The acquisition is scheduled for November 26, 2025, at a weighted average price of $1.25 per share, with prices ranging from $1.20 to $1.26.
• This transaction is being made indirectly through the Cohn Family Trust and is pursuant to a Rule 10b5-1(c) plan.
• Following this planned transaction, the Cohn Family Trust will beneficially own 1,540,307 shares.
• Cohn also holds 9,258,298 Restricted Stock Units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan, which vest in seven equal tranches upon achieving specific share price targets ranging from $18.00 to $42.00.
• Any unvested RSUs shall expire on September 20, 2028.
• Additional indirect holdings include 13,194,231 shares via Rarefied Air Capital LLC and 31,053,279 shares via Cohn Family Trust U/A/D 3/16/2017, and 810,704 shares via Cohn Family Investments Trust dtd 5/24/18.

Sentiment

Score: 7

Explanation: The planned insider purchase, even if future-dated, and the substantial RSU holdings with high vesting targets indicate strong long-term confidence from the CEO. However, the significant disparity between the purchase price and RSU targets, along with the future nature of the transaction, temper immediate positive sentiment.

Positives

• The CEO's planned acquisition of 144,783 shares at $1.25 indicates confidence in the company's future prospects at this price point.
• The transaction is part of a Rule 10b5-1(c) plan, suggesting a pre-planned, systematic approach to increasing ownership.
• Significant RSU holdings (9,258,298 shares) with high vesting price targets ($18.00-$42.00) align management's interests with long-term shareholder value creation.

Negatives

• The acquisition price of $1.25 per share is significantly lower than the RSU vesting targets, suggesting a current valuation much lower than the company's long-term aspirations.
• The transaction date being in the future (November 2025) means the immediate impact of this insider buying is not realized.

Risks

• The vesting of a substantial portion of the CEO's compensation (RSUs) is contingent on achieving very high share price targets ($18.00 to $42.00), which may not be met by the September 20, 2028 expiration date.
• The company's ability to reach these high share price targets is subject to market conditions, operational performance, and strategic execution.

Future Outlook

The filing indicates a planned future acquisition of shares by the CEO in November 2025, suggesting a long-term positive outlook on the company's valuation at the acquisition price. Additionally, the significant RSU holdings with high vesting targets imply management's belief in substantial future share price appreciation, aiming for targets up to $42.00 by September 2028.

Industry Context

This insider buying activity, even if future-dated, can signal management's confidence in the company's intrinsic value, potentially contrasting with current market sentiment if the stock price is below the acquisition price. The RSU vesting targets are ambitious for an education technology company, suggesting significant growth expectations in a competitive and evolving ed-tech landscape.

Comparison to Industry Standards

• The RSU vesting targets of $18.00 to $42.00 are aggressive and significantly higher than the planned acquisition price of $1.25, indicating a substantial gap between current valuation and long-term incentive goals. This structure is common in growth-oriented tech companies but the magnitude of the target increase is notable.
• A CEO increasing their stake, even through a 10b5-1 plan, is generally viewed positively, similar to insider buying trends observed in other technology or education sector companies where management often signals confidence through personal investment.

Related Party Transactions

• The planned acquisition is made indirectly by Charles K. Cohn through the Cohn Family Trust.
• Rarefied Air Capital LLC, which holds 13,194,231 shares, is owned by three Cohn Family Trusts.
• Cohn Family Trust U/A/D 3/16/2017 and Cohn Family Investments Trust dtd 5/24/18 are also indirect beneficial owners.

Stakeholder Impact

• Shareholders: The planned insider buying could be seen as a positive signal of management's belief in future value, potentially boosting investor confidence. The ambitious RSU targets align management's long-term interests with shareholder returns.
• Employees: The RSU plan provides incentives tied to significant share price appreciation, which could motivate employees if similar plans are in place.

Next Steps

• The planned acquisition of 144,783 shares of Class A Common Stock is scheduled for November 26, 2025.
• The company aims to achieve share price targets of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 for RSU vesting by September 20, 2028.

Key Dates

Recommendation

While the CEO's planned future purchase and substantial RSU targets signal long-term confidence, the transaction is not immediate, and the RSU targets are very ambitious. The current stock price relative to the purchase price and RSU targets suggests significant uncertainty. Investors should hold to observe execution towards these long-term goals and monitor market conditions.

Keywords

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