Cohn Charles K. 4

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.