Cohn Charles K. 4
4 · Nerdy Inc. · Filed Jun 15, 2026
Research Summary
AI-generated summary of this filing
Nerdy (NRDY) CEO Charles Cohn Buys 251,081 Shares
What Happened
Charles K. Cohn, CEO of Nerdy Inc. (NRDY), executed a purchase on June 12, 2026 acquiring 251,081 shares at a weighted-average price of $1.00 per share, for a total reported cost of $251,081. This was a purchase (reporting code P), which is generally viewed as a direct acquisition of stock rather than a sale.
Key Details
- Transaction date: 2026-06-12 (reported on Form 4 filed 2026-06-15). Filing appears timely.
- Transaction type/code: Open-market or private purchase (P).
- Price: Weighted average $1.00; actual trade prices ranged from $0.98 to $1.00 (see footnote F1).
- Total reported value: $251,081.
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes from the filing:
- F1: Weighted-average price; the filer will provide breakdown of shares bought at each price upon request.
- F2: Describes RSUs issued under the 2021 Equity Incentive Plan that vest only if certain multi-tier share-price targets ($18–$42, measured by a 90-day average) are met; unvested RSUs expire on Sept 20, 2028.
- F3: Notes Rarefied Air Capital LLC is owned by three family trusts (ownership structure disclosure).
Context
- Purchases by executives are often watched by investors as a potential sign of confidence, but filings are factual disclosures and do not state motive.
- The filing also includes RSU disclosure (F2) explaining contingent awards that vest only if specified price hurdles are reached; those are separate from this open-market buy.
Insider Transaction Report
Form 4
Nerdy Inc.NRDY
Cohn Charles K.
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Class A Common Stock
[F1]2026-06-12$1.00/sh+251,081$251,081→ 728,304 total(indirect: By Trust)
Holdings
- 1,540,307(indirect: By Trust)
Class A Common Stock
- 9,258,298
Class A Common Stock
[F2] - 13,194,231(indirect: By LLC)
Class A Common Stock
[F3] - 32,867,174(indirect: By Trust)
Class A Common Stock
- 1,278,512(indirect: By Trust)
Class A Common Stock
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 $0.98 to $1.00, 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|2026-06-15