Nerdy (NYSE: NRDY) CEO reports purchase of 177,969 Class A shares
Rhea-AI Filing Summary
Nerdy Inc. reported an insider share purchase by a person who is a director, chief executive officer and 10% owner. On 12/05/2025, the reporting person bought 177,969 shares of Class A common stock at a weighted average price of about $1.40 per share through the Cohn Family Trust U/A/D 3/16/2017. The trades were executed in multiple transactions between $1.34 and $1.45 per share.
After this transaction, the reporting person beneficially owns large stakes in Nerdy through several entities, including 31,599,850 Class A shares via the Cohn Family Trust U/A/D 3/16/2017, 1,540,307 shares via the Cohn Family Trust 5/24/18, 13,194,231 shares via Rarefied Air Capital LLC, and 1,278,512 shares via the Cohn Family Investments Trust dated 5/24/18. In addition, there are 9,258,298 restricted stock units that can convert into Class A shares if Nerdy’s stock sustains share price milestones between $18.00 and $42.00 over 90-day periods, 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 | 177,969 | $1.40 | $249K |
| 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 $1.34 to $1.45 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 that on 12/05/2025, a reporting person who is a director, chief executive officer and 10% owner of Nerdy Inc. (NRDY) purchased 177,969 shares of Class A common stock through the Cohn Family Trust U/A/D 3/16/2017.
What restricted stock units (RSUs) in Nerdy (NRDY) are reported in this filing?
The filing reports 9,258,298 restricted stock units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Nerdy’s Class A common stock if vesting conditions are met.
How do the RSUs for Nerdy (NRDY) vest, and when do they expire?
The 9,258,298 RSUs vest in seven equal tranches if Nerdy’s share price reaches and sustains target milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, based on the average stock price over a consecutive 90-day period during the performance period. Any RSUs that remain unvested will expire on September 20, 2028.