Cohn Charles K. 4

4 · Nerdy Inc. · Filed Jun 12, 2026

AI-generated summary of this filing

Updated Jun 12, 2026

Nerdy CEO Charles Cohn Buys 258,204 Shares

What Happened

Charles K. Cohn, Chief Executive Officer of Nerdy Inc. (NRDY), reported an open-market purchase of 258,204 shares on June 11, 2026. The weighted-average price was $0.97 per share (range $0.94–$0.99), for a total reported value of approximately $250,458. This filing is a purchase (insider buy), which some investors view as a potentially bullish signal.

Key Details

Transaction date: 2026-06-11 (reported on Form 4 filed 2026-06-12).
Transaction type/code: Open-market purchase (P).
Price: Weighted average $0.97; transaction prices ranged $0.94–$0.99 (see footnote F1).
Shares acquired: 258,204; reported total value ≈ $250,458.
Shares owned after transaction: Not specified in the provided Form 4 details.
Timeliness: Filing appears timely (transaction 6/11; Form 4 filed 6/12).
Notable footnotes:
- F1: Price is a weighted average; breakdown by individual trades available on request.
- F2: Disclosure about RSUs under the 2021 Equity Incentive Plan — RSUs vest only if share-price milestones ($18 to $42 at specified steps, measured by a 90‑day average) are met; unvested RSUs expire 9/20/2028.
- F3: Rarefied Air Capital LLC is owned by three family trusts (listed in the filing).

Context

This was a straight purchase of shares (not an option exercise, gift, or tax withholding). Purchases by executives can be interpreted by some investors as a sign of confidence, but filings are factual disclosures and do not state motivations. There is no indication in the filing of a 10b5-1 plan or a late filing.

Form 4

Period: 2026-06-11

DirectorChief Executive Officer10% Owner

Transactions

Purchase
Class A Common Stock
[F1]
2026-06-11$0.97/sh+258,204$250,458→ 477,223 total(indirect: By Trust)

Holdings

Footnotes (3)

[F1]The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.94 to $0.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
[F2]Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.
[F3]Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.

Signature

/s/ Thomas Lynn, Attorney-in-Fact|2026-06-12

1 file