Nerdy CEO buys 219,019 shares in open market
Nerdy Inc. CEO Charles K. Cohn, through the Charles K. Cohn Revocable Trust, made an open-market purchase of 219,019 shares of Class A Common Stock at a weighted average price of about $0.91 per share.
Rhea-AI Filing Summary
Nerdy Inc. CEO Charles K. Cohn, through the Charles K. Cohn Revocable Trust, made an open-market purchase of 219,019 shares of Class A Common Stock at a weighted average price of about $0.91 per share. After this transaction, the revocable trust held 219,019 shares.
As of the same date, Cohn also had substantial indirect holdings through family trusts and Rarefied Air Capital LLC, along with direct ownership of 9,258,298 Class A shares. Separate Restricted Stock Units granted under the Nerdy Inc. 2021 Equity Incentive Plan may vest upon future stock price milestones up to $42.00 per share, expiring on September 20, 2028.
Positive
- None.
Negative
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Insider Trade Summary
Net Buyer: 219,019 shares
Net Buy
6 txns
Insider
Cohn Charles K.
Role
Chief Executive Officer
Bought
219,019 shs ($199K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class A Common Stock | 219,019 | $0.91 | $199K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 219,019 shares (Indirect, By Charles K. Cohn Revocable Trust Agreement Dated February 10, 2016);
Class A Common Stock — 1,540,307 shares (Indirect, By Cohn Family Trust 5/24/18);
Class A Common Stock — 9,258,298 shares (Direct);
Class A Common Stock — 13,194,231 shares (Indirect, Rarefied Air Capital LLC);
Class A Common Stock — 32,867,174 shares (Indirect, By Cohn Family Trust U/A/D 3/16/2017);
Class A Common Stock — 1,278,512 shares (Indirect, By Cohn Family Investments Trust dtd 5/24/18)
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 $0.91 to $0.92, 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.
Key Figures
Open-market purchase: 219,019 shares
Weighted average price: $0.91 per share
Revocable trust holding: 219,019 shares
+5 more
8 metrics
Open-market purchase
219,019 shares
Class A Common Stock bought by revocable trust on 2026-06-10
Weighted average price
$0.91 per share
Open-market purchase range $0.91–$0.92 per share
Revocable trust holding
219,019 shares
Total shares held by Charles K. Cohn Revocable Trust after purchase
Direct ownership
9,258,298 shares
Class A Common Stock held directly by Charles K. Cohn
Cohn Family Trust U/A/D 3/16/2017
32,867,174 shares
Indirect Class A holdings through this family trust
Rarefied Air Capital LLC holding
13,194,231 shares
Indirect Class A holdings via Rarefied Air Capital LLC
Price milestone RSUs
$18.00–$42.00 per share
RSU vesting share price milestones under 2021 Equity Incentive Plan
RSU expiration
September 20, 2028
Any unvested RSUs expire on this date
Key Terms
Restricted Stock Units ("RSUs"), Nerdy Inc. 2021 Equity Incentive Plan, weighted average price, open-market purchase, +2 more
6 terms
Restricted Stock Units ("RSUs") financial
"Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Nerdy Inc. 2021 Equity Incentive Plan financial
"RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan."
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
open-market purchase financial
"transaction_action: "open-market purchase" for the 219,019-share transaction."
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
Class A Common Stock financial
"security_title: "Class A Common Stock" for all reported holdings."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
performance period financial
"measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period."
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Nerdy (NRDY) report for Charles K. Cohn?
Nerdy reported that CEO Charles K. Cohn, via his revocable trust, purchased 219,019 shares of Class A Common Stock in an open-market transaction at a weighted average price of about $0.91 per share, increasing that trust’s direct holding to 219,019 shares.
What does the Revocable Trust’s position in Nerdy (NRDY) look like now?
After the reported open-market purchase, the Charles K. Cohn Revocable Trust holds 219,019 shares of Nerdy’s Class A Common Stock. This entire position reflects the 219,019 shares acquired in the transaction disclosed, based on the total shares following the transaction.
Are there performance-based RSUs mentioned in this Nerdy (NRDY) Form 4?
Yes. Footnotes describe Restricted Stock Units issued under the Nerdy Inc. 2021 Equity Incentive Plan that vest in seven tranches if share price milestones from $18.00 to $42.00 are met, measured over consecutive 90-day periods, with any unvested RSUs expiring on September 20, 2028.
Which entities associated with Charles K. Cohn hold Nerdy (NRDY) stock?
Entities include Cohn Family Investments Trust dated 5/24/18, Cohn Family Trust U/A/D 3/16/2017, Cohn Family Trust 5/24/18, the Charles K. Cohn Revocable Trust dated February 10, 2016, and Rarefied Air Capital LLC, which itself is owned by several Cohn family trusts.
AI-generated analysis. How Rhea-AI works. Not financial advice.
