SCHEDULE: Nerdy Inc. Schedule 13D Amendment No. 9 Filing

Charles and Allison Cohn jointly file Amendment No. 9 to Schedule 13D, detailing beneficial ownership of Nerdy Inc. Class A Common Stock and recent transactions.

Summary

• This filing is an amendment (No. 9) to a Schedule 13D, jointly submitted by Charles Cohn and Allison Cohn regarding their beneficial ownership of Nerdy Inc. Class A Common Stock.
• Charles Cohn beneficially owns 79,822,406 shares, representing 48.7% of the class, held through various trusts and LLCs. He is the Chairman of the Board and CEO.
• Allison Cohn beneficially owns 12,601,127 shares, representing 9.5% of the class, held through various trusts and LLCs. She is married to Charles Cohn.
• The securities were acquired in connection with a Business Combination or purchased with personal funds. Shares held by Allison Cohn were transferred without consideration.
• The Reporting Persons acquired the Common Stock for investment purposes and may engage in future transactions based on market conditions and company performance.
• The filing details agreements including a Stockholders' Agreement, a Founder Equity Award Agreement for Mr. Cohn, a Tax Receivable Agreement, and the OpCo LLC Agreement.
• Recent transactions by Mr. Cohn in the past 60 days include multiple purchases of Class A Common Stock between December 2025 and June 2026, at prices ranging from $0.91 to $1.40.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily an update on beneficial ownership and routine transactions by key insiders, without significant new strategic information or performance indicators.

Positives

• Charles Cohn, as CEO and Chairman, holds a significant stake (48.7%) in Nerdy Inc., indicating strong alignment with the company's performance.
• The filing details various agreements that govern the relationship between key stakeholders and the company, providing a framework for operations and governance.
• Recent purchase activity by Charles Cohn suggests continued investment and confidence in the company's stock.

Negatives

• The significant ownership concentration by Charles Cohn, while a positive for alignment, could also be viewed as a risk if his strategic decisions do not align with broader shareholder interests.
• The complex structure of ownership through multiple trusts and LLCs, while common, can sometimes obscure transparency for external investors.

Risks

• The Reporting Persons' future actions regarding their holdings are dependent on various factors, including stock price, market conditions, and company performance, which could lead to future sales or acquisitions impacting share price.
• The Stockholders' Agreement outlines reduced nomination rights for Charles Cohn based on his ownership percentage, which could impact board composition and strategic direction over time.
• The Founder and CEO Performance Award for Mr. Cohn is tied to specific stock price hurdles, implying that the company's stock price performance is a critical factor for executive compensation and potential share dilution.

Future Outlook

The Reporting Persons' future actions regarding their holdings are dependent on various factors, including the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Company's business, financial condition, operating results and prospects, and the relative attractiveness of alternative business and investment opportunities. They may acquire or dispose of shares based on these considerations.

Management Comments

• Mr. Cohn is a founder of the Company and is currently the Chairman of the Board of Directors and Chief Executive Officer of the Company.
• Mr. Cohn is married to Ms. Cohn.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing by significant insiders Charles and Allison Cohn provides insight into their ongoing investment strategy and beneficial ownership of Nerdy Inc. The detailed disclosure of agreements and recent transactions is crucial for understanding the governance and potential future movements of a substantial block of shares in the online education technology sector.

Corporate Governance

Related Party Transactions

• Charles Cohn and Allison Cohn are Reporting Persons and are married to each other.
• The securities beneficially owned by Ms. Cohn were transferred to Ms. Cohn without consideration.
• The filing details agreements such as the Stockholders' Agreement, Tax Receivable Agreement, and OpCo LLC Agreement, which involve related parties and govern their economic and governance rights.

Stakeholder Impact

• Shareholders: The ongoing investment and potential future transactions by Charles and Allison Cohn could influence share price and market dynamics. The governance structure outlined in the Stockholders' Agreement impacts board representation.
• Management: Charles Cohn's role as CEO and Chairman, coupled with his significant equity stake and performance-based awards, aligns his interests with long-term company success.
• OpCo Unit Holders: The Tax Receivable Agreement and OpCo LLC Agreement outline rights and obligations related to tax benefits and share redemptions, impacting these holders.

Next Steps

• Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Common Stock.
• Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Common Stock.

Key Dates

Keywords

Nerdy Inc., Schedule 13D, Charles Cohn, Allison Cohn, Beneficial Ownership, Class A Common Stock, SEC Filing, Amendment, Stockholders Agreement, Tax Receivable Agreement, Insider Trading, Investment