Nerdy (NRDY) CEO and 10% owner adds 80,708 shares, holds major RSU stake
Rhea-AI Filing Summary
Nerdy Inc. reported an insider share purchase by its Chief Executive Officer, who is also a director and 10% owner. On 11/28/2025, the reporting person bought 80,708 shares of Class A common stock at a weighted average price of $1.32 per share through the Cohn Family Investments Trust.
After this transaction, the reporting person beneficially owns substantial stakes in Nerdy through multiple entities, including 891,412 shares held by Cohn Family Investments Trust and 13,194,231 shares held by Rarefied Air Capital LLC. In addition, 9,258,298 restricted stock units (RSUs) were issued under the 2021 Equity Incentive Plan, each representing one share of Class A common stock.
These RSUs vest in seven equal tranches if Nerdy’s share price meets milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00 and $42.00 per share, based on a 90-day average, with any unvested RSUs expiring on September 20, 2028.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class A Common Stock | 80,708 | $1.32 | $107K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.28 to $1.32, 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. 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. 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.
FAQ
What insider transaction did Nerdy (NRDY) disclose in this Form 4?
The filing shows Nerdy’s Chief Executive Officer, who is also a director and 10% owner, purchased 80,708 shares of Class A common stock on 11/28/2025 through the Cohn Family Investments Trust.
What are the terms of the 9,258,298 RSUs reported for Nerdy (NRDY)?
The 9,258,298 restricted stock units (RSUs) each represent one share of Class A common stock. They vest in seven equal tranches if Nerdy’s stock achieves average prices of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share over a consecutive 90-day period, with any unvested RSUs expiring on September 20, 2028.
What does it mean that the Nerdy (NRDY) filer is a 10% owner and officer?
The individual is disclosed as a director, Chief Executive Officer, and 10% owner, indicating both executive control and significant beneficial ownership of Nerdy’s Class A common stock.