SCHEDULE: Nerdy Inc. Insiders Boost Stakes, CEO's Family Increases Holdings
Beneficial Ownership Amendment
Nerdy Inc.'s CEO and Chairman, Charles Cohn, along with his spouse Allison Cohn, have significantly increased their beneficial ownership in the company through recent open market purchases.
Summary
- Charles Cohn, Nerdy Inc.'s Chairman and CEO, beneficially owns 77,030,200 shares of Class A Common Stock, representing 48.2% of the class.
- Allison Cohn, Charles Cohn's spouse, beneficially owns 12,133,319 shares of Class A Common Stock, representing 9.4% of the class.
- Charles Cohn disclaims beneficial ownership of Ms. Cohn's shares, and Ms. Cohn disclaims beneficial ownership of Mr. Cohn's shares.
- Mr. Cohn made open market purchases totaling 544,088 shares between November 19, 2025, and November 21, 2025, at weighted-average prices ranging from $0.91 to $1.07 per share.
- Ms. Cohn made open market purchases totaling 689,974 shares between November 21, 2025, and November 26, 2025, at weighted-average prices ranging from $1.05 to $1.25 per share.
- The securities were acquired as consideration from a Business Combination on September 20, 2021, or purchased with personal funds thereafter.
- Ms. Cohn's beneficially owned securities were transferred to her without consideration.
- The reporting persons hold the Common Stock for investment purposes and may acquire or dispose of shares in the future based on market conditions and company performance.
- Charles Cohn was granted a Founder and CEO Performance Award of up to 9,258,298 Class A Common Stock shares, vesting upon service and stock price goals ($18.00 to $42.00) over seven years from September 20, 2021.
Sentiment
Score: 9
Explanation: The significant increase in beneficial ownership by both the CEO/Chairman and his spouse, coupled with substantial recent open market purchases, demonstrates strong insider confidence in the company's future prospects and aligns management's interests closely with shareholders.
Positives
- Significant insider buying by both the CEO/Chairman and his spouse demonstrates strong confidence in Nerdy Inc.'s future prospects.
- Charles Cohn's substantial beneficial ownership of 48.2% aligns his interests directly with long-term shareholder value.
- The Founder and CEO Performance Award incentivizes Charles Cohn to achieve significant stock price appreciation, with targets up to $42.00 per share.
Risks
- The vesting of Charles Cohn's Founder and CEO Performance Award is contingent on achieving specific stock price hurdles, which may not be met.
- Transfer restrictions apply to the net after-tax shares from the Founder and CEO Performance Award for two years post-vesting, except for estate planning purposes.
- The Stockholders' Agreement includes certain transfer restrictions with respect to the Class A Common Stock, including a six-month lock-up provision.
Future Outlook
The reporting persons intend to hold their shares for investment purposes and may, from time to time, acquire additional shares or dispose of existing holdings. Any future actions will depend on factors such as stock price levels, market conditions, the company's financial performance, and alternative investment opportunities.
Management Comments
- Charles Cohn is a founder of Nerdy Inc. and currently serves as the Chairman of the Board of Directors and Chief Executive Officer of the Company.
- The reporting persons acquired the Common Stock for investment purposes.
Industry Context
In the education technology (edtech) sector, strong insider ownership and recent buying activity, especially from the CEO and founder, can signal robust confidence in the company's strategic direction and growth potential. This filing suggests that Nerdy Inc.'s leadership believes the company is undervalued or poised for significant future success, which could be a positive indicator for the broader market's perception of the company within its competitive landscape.
Comparison to Industry Standards
- High insider ownership, such as Charles Cohn's 48.2% stake, is generally considered a positive signal across industries, indicating strong alignment between management and shareholder interests. This level of ownership is significantly higher than typical CEO holdings in many publicly traded companies, suggesting a deep personal commitment to Nerdy Inc.'s success.
- Recent open market purchases by key insiders, including the CEO and his spouse, are often interpreted as a strong vote of confidence. For example, similar insider buying trends have preceded positive performance in companies like Microsoft (Satya Nadella) or Amazon (Jeff Bezos) during periods of strategic growth or perceived undervaluation, although the scale and context differ.
- The performance-based equity award for Charles Cohn, tied to specific stock price hurdles up to $42.00, is a common incentive structure in high-growth tech companies. This aligns with best practices seen in companies like Tesla or Palantir, where founder-CEOs are heavily incentivized to achieve ambitious long-term stock performance targets, fostering a focus on significant value creation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Nerdy Inc. Board will be comprised of seven members, divided into three classes, with three directors designated by the Reporting Person (Charles Cohn), one by Learn Capital, one by TCV VIII (A), one by Sponsor, and one independent director. Cohn's nomination rights will reduce with his ownership percentage. | September 20, 2021 | Ensures significant founder representation and influence on the board, while also incorporating institutional investor and independent oversight. |
| Transfer Restrictions | The Stockholders' Agreement sets forth certain transfer restrictions with respect to the Class A Common Stock, including a six-month lock-up provision. | September 20, 2021 | Aims to stabilize the share price post-Business Combination by limiting immediate sales by key shareholders. |
| Tax Receivable Agreement | The Company entered into a Tax Receivable Agreement with holders of OpCo Units (TRA Holders), providing for payments of 85% of net cash savings in U.S. federal, state, and local income tax realized by the Company due to certain tax basis increases. | September 20, 2021 | Provides a mechanism for TRA Holders (including the Cohns) to benefit from tax efficiencies generated by the Business Combination and future OpCo Unit redemptions, potentially impacting the Company's cash flow. |
| OpCo LLC Agreement | The Second Amended and Restated Limited Liability Company Agreement of OpCo sets forth rights and obligations of OpCo Unit holders, including a redemption right (together with Class B Common Stock surrender) for an equivalent number of Class A Common Stock shares, subject to a six-month lock-up. OpCo is managed by a five-person board. | September 20, 2021 | Defines the operational and governance structure of the primary operating entity, OpCo, and provides a liquidity mechanism for OpCo Unit holders to convert their interests into publicly traded Class A shares. |
Related Party Transactions
- The securities beneficially owned by Allison Cohn were transferred to her without consideration from Charles Cohn.
- The Company entered into a Tax Receivable Agreement with holders of OpCo Units (TRA Holders), which includes the Reporting Persons, providing for payments of 85% of net cash savings in U.S. federal, state, and local income tax.
Stakeholder Impact
- Shareholders: The significant and increasing beneficial ownership by the CEO/Chairman and his spouse, coupled with recent open market purchases, signals strong insider confidence, potentially boosting investor sentiment and aligning management's long-term interests with those of public shareholders.
- Management: Charles Cohn's substantial equity stake and performance-based award heavily incentivize him to drive significant stock price appreciation and overall company success.
Next Steps
- The reporting persons may investigate, evaluate, discuss, negotiate, or agree to acquire additional shares of Common Stock in the open market or privately negotiated transactions.
- The reporting persons may investigate, evaluate, discuss, negotiate, or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Common Stock.
- Charles Cohn's Founder and CEO Performance Award is eligible to vest based on Nerdy Inc.'s stock price performance over a seven-year period after September 20, 2021, upon achieving specific stock price goals.
Key Dates
| Date | Description |
|---|---|
| January 28, 2021 | Date of the original Business Combination Agreement and Stockholders' Agreement. |
| March 19, 2021 | Date of the First Amendment to the Business Combination Agreement. |
| July 14, 2021 | Date of the Second Amendment to the Business Combination Agreement. |
| August 11, 2021 | Date of the Third Amendment to the Business Combination Agreement. |
| August 18, 2021 | Date of the Fourth Amendment to the Business Combination Agreement. |
| August 19, 2021 | Company's 424b3 filing date, incorporating various agreements by reference. |
| September 20, 2021 | Closing Date of the Business Combination, grant date of Founder and CEO Performance Award, date of Tax Receivable Agreement, and date of Second Amended and Restated Limited Liability Company Agreement of OpCo. |
| September 24, 2021 | Company's Form 8-K filing date, incorporating various agreements by reference. |
| March 14, 2022 | Date of Amendment No.1 to the Second Amended and Restated Limited Liability Company Agreement of OpCo. |
| March 25, 2022 | Date of Amendment No.1 to the Tax Receivable Agreement. |
| May 16, 2022 | Company's Form 10-Q filing date, incorporating various amendments by reference. |
| August 20, 2022 | Date of the original Schedule 13D filing by Charles Cohn. |
| August 27, 2024 | Date of reporting persons' Schedule 13D, Amendment No.3, incorporating Joint Filing Agreement by reference. |
| November 19, 2025 | Charles Cohn purchased 270,578 shares of Class A Common Stock at $0.91. |
| November 20, 2025 | Charles Cohn purchased 203,500 shares of Class A Common Stock at $0.98. |
| November 21, 2025 | Charles Cohn purchased 70,010 shares of Class A Common Stock at $1.07; Allison Cohn purchased 187,200 shares of Class A Common Stock at $1.06. |
| November 24, 2025 | Allison Cohn purchased 238,749 shares of Class A Common Stock at $1.05. |
| November 25, 2025 | Allison Cohn purchased 119,242 shares of Class A Common Stock at $1.16. |
| November 26, 2025 | Allison Cohn purchased 144,783 shares of Class A Common Stock at $1.25; Date of Event Which Requires Filing of This Statement. |
| November 28, 2025 | Signature date for Charles Cohn and Allison Cohn on the Schedule 13D Amendment No. 7. |
Recommendation
strong buyThe filing reveals substantial insider buying by Nerdy Inc.'s CEO and Chairman, Charles Cohn, and his spouse, Allison Cohn, totaling over 1.2 million shares in the past 60 days. This aggressive accumulation, combined with Charles Cohn's already significant 48.2% beneficial ownership and a performance-based equity award tied to ambitious stock price targets up to $42.00, indicates profound insider confidence in the company's future. Such strong alignment of management's interests with shareholders, coupled with recent open market purchases, typically signals a belief that the stock is undervalued and poised for significant upside. This makes Nerdy Inc. a compelling 'strong buy' for investors seeking companies with high insider conviction.
Keywords
Nerdy Inc., Charles Cohn, Allison Cohn, insider buying, beneficial ownership, Schedule 13D, edtech, education technology, stock purchase, corporate governance
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