Welcome to our dedicated page for Nerdy SEC filings (Ticker: NRDY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nerdy Inc. filings document the public-company record for a NYSE-listed operator of live online tutoring and learning services. Form 8-K reports cover operating results and financial condition, exhibits for quarterly earnings releases, executive management changes, and material agreements, including debt financing arrangements. The filings also identify the company’s Class A common stock under the NRDY ticker.
Proxy and annual-meeting filings describe shareholder voting matters, board elections, auditor ratification, executive compensation votes and governance procedures. Capital-structure disclosures include Class A and Class B common stock voting information, while material-event filings provide formal records of liquidity, term-loan arrangements and other corporate actions affecting Nerdy’s reporting profile.
Nerdy Inc.'s chief executive officer, who is also a director and 10% owner, reported buying 197,242 shares of Class A common stock on December 16, 2025 at a weighted average price of $1.22 per share, with individual trades executed between $1.19 and $1.28.
The reporting person also holds 9,258,298 restricted stock units (RSUs) that each represent one share of Class A common stock. These RSUs vest in seven equal tranches only if Nerdy’s share price achieves target milestones of $18.00, $22.00, $26.00, $30.00, $34.00, $38.00 and $42.00 based on the average stock price over a consecutive 90‑day period, and any unvested RSUs expire on September 20, 2028.
Nerdy Inc. reported that a director, chief executive officer and 10% owner purchased 174,076 shares of Class A common stock on 12/15/2025 in an open-market transaction at a weighted average price of $1.36 per share.
Following this trade, the reporting person beneficially owns large indirect stakes, including 32,669,932 shares held through the Cohn Family Trust dated 3/16/2017, 13,194,231 shares through Rarefied Air Capital LLC, and additional shares through other family trusts. The filing also notes 9,258,298 restricted stock units that vest in seven equal tranches only if Nerdy’s share price achieves targets between $18.00 and $42.00 over 90-day periods, with any unvested units expiring on September 20, 2028.
Nerdy Inc. reported an insider stock purchase by its Chief Executive Officer, who is also a director and 10% owner. On 12/12/2025, an affiliated trust bought 180,353 shares of Class A common stock at a weighted average price of $1.38 per share, with individual trade prices ranging from $1.36 to $1.41.
Following this transaction, the reporting person is shown as indirectly owning 32,495,856 shares through the Cohn Family Trust U/A/D 3/16/2017, plus additional indirect holdings of 1,540,307 shares through another Cohn family trust, 13,194,231 shares through Rarefied Air Capital LLC, and 1,278,512 shares through the Cohn Family Investments Trust. The filing also notes 9,258,298 restricted stock units that convert into Class A shares if seven stock price milestones between $18.00 and $42.00 are achieved before September 20, 2028.
Nerdy Inc.'s Chief Executive Officer, who is also a director and 10% owner, reported buying 180,000 shares of Class A common stock on 12/11/2025 at a weighted average price of $1.38 per share. The purchase was made through the Cohn Family Trust U/A/D 3/16/2017, which now holds 32,315,503 shares.
He also beneficially owns additional Class A shares through related entities, including 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.
The report describes 9,258,298 Restricted Stock Units issued under the Nerdy Inc. 2021 Equity Incentive Plan. These RSUs vest in seven equal tranches if share price targets between $18.00 and $42.00 are met over consecutive 90-day periods, with any unvested units expiring on September 20, 2028.
Nerdy Inc.'s Chief Financial Officer reports stock sale. The CFO of Nerdy Inc. reported selling 75,000 shares of Class A common stock on 12/10/2025 in an open market transaction coded as a sale. The weighted average sale price was $1.39 per share, with individual trade prices ranging from $1.35 to $1.45.
After this transaction, the reporting person beneficially owns 1,728,055 shares, consisting of 1,011,779 shares of Class A common stock and 716,276 restricted stock units. The filing states that the shares were not sold as a result of any disagreement with the company and that the executive remains an officer of Nerdy Inc.
Nerdy Inc. reported an insider transaction by a person who is a director, chief executive officer, and 10% owner. On 12/10/2025, an affiliated trust purchased 174,947 shares of Class A common stock at a weighted average price of $1.40 per share, with trades executed between $1.36 and $1.45. After the transaction, the reporting person had large indirect holdings through several family trusts and an LLC.
The filing also notes 9,258,298 restricted stock units (RSUs) issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock and vests in seven equal tranches if share-price milestones of $18, $22, $26, $30, $34, $38, and $42 are achieved based on a 90-day average within the performance period. Any RSUs that do not vest will expire on September 20, 2028.
Nerdy Inc. insiders Charles and Allison Cohn report large beneficial stakes in the company’s stock. Charles Cohn beneficially owns 77,937,477 shares through various trusts and entities, representing 48.7% of the class based on the combined Class A and Class B share count. Allison Cohn beneficially owns 12,601,127 shares, representing 9.8% of the class, held through several LLCs and family trusts.
The disclosure explains that these positions stem largely from Nerdy’s 2021 business combination, structured as an Up-C, and related agreements. Charles Cohn, the founder, Chairman and Chief Executive Officer, holds nomination rights under a stockholders’ agreement that help shape Nerdy’s seven‑member board. He also holds a Founder and CEO Performance Award covering up to 9,258,298 Class A shares that can vest over seven years if the stock achieves specified price hurdles between $18.00 and $42.00 per share.
Nerdy Inc.'s chief executive officer, who is also a director and 10% owner, reported buying Class A common stock in an insider transaction. On 12/09/2025, an affiliated trust purchased 176,215 shares of Class A common stock in the open market at a weighted average price of $1.44 per share, with individual trades occurring between $1.32 and $1.48 per share.
Following this transaction, the reporting person has large indirect holdings through several family trusts and Rarefied Air Capital LLC, as well as 9,258,298 restricted stock units. Each RSU represents one share of Class A common, and these RSUs vest in seven equal tranches only if share price targets between $18.00 and $42.00 are met over a 90‑day average before they expire on September 20, 2028.
An insider of the issuer has filed a Form 144 notice to sell shares of common Class A stock. The filing covers 75,000 shares to be sold through broker The Charles Schwab Corporation, with an aggregate market value of $108,000, and notes that there were 122,938,630 shares of this class outstanding.
The securities to be sold were acquired through award vestings between February 15, 2023 and November 15, 2023, with 75,000 securities acquired as of February 15, 2023. The filing also reports that the same seller, Jason H. Pello, has sold 30,714 shares for gross proceeds of $39,007 on September 16, 2025 and 43,969 shares for gross proceeds of $36,934 on November 17, 2025 during the prior three months.
Nerdy Inc. director, CEO and 10% owner Charles Cohn reported buying additional Class A common stock. On December 8, 2025, a trust affiliated with him, the Cohn Family Trust U/A/D 3/16/2017, purchased 184,491 shares of Nerdy Inc. Class A common stock at a weighted average price of $1.33 per share, with individual trade prices ranging from $1.30 to $1.35.
After this transaction, the filing shows indirect beneficial ownership of Class A shares through several entities, including 31,784,341 shares held by the Cohn Family Trust U/A/D 3/16/2017 and 1,540,307 shares held by the Cohn Family Trust 5/24/18. It also notes 9,258,298 restricted stock units that can convert into Class A shares if specific stock price milestones between $18.00 and $42.00 are met over a 90‑day period before they expire on September 20, 2028.