Nerdy (NRDY) CEO’s trust buys 251,081 Class A shares around $1
Rhea-AI Filing Summary
Nerdy Inc. director and Chief Executive Officer Charles K. Cohn, through the Charles K. Cohn Revocable Trust Agreement dated February 10, 2016, bought 251,081 shares of Class A Common Stock in an open-market purchase at a weighted average price of $1.00 per share, with individual trade prices ranging from $0.98 to $1.00. Following this purchase, that trust held 728,304 shares of Class A Common Stock.
As of this filing, Cohn also held additional Class A shares indirectly through several family trusts and Rarefied Air Capital LLC, and directly held 9,258,298 shares. Separate Restricted Stock Units under the Nerdy Inc. 2021 Equity Incentive Plan vest only if share price targets between $18.00 and $42.00 are met before September 20, 2028.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 251,081 shares
Net Buy
6 txns
Insider
Cohn Charles K.
Role
Chief Executive Officer
Bought
251,081 shs ($251K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class A Common Stock | 251,081 | $1.00 | $251K |
| 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 — 728,304 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 $0.98 to $1.00, 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: 251,081 shares
Weighted average purchase price: $1.00 per share
Trust holdings after purchase: 728,304 shares
+5 more
8 metrics
Open-market purchase
251,081 shares
Class A Common Stock bought by revocable trust
Weighted average purchase price
$1.00 per share
Open-market purchase; trades ranged $0.98–$1.00
Trust holdings after purchase
728,304 shares
Charles K. Cohn Revocable Trust post-transaction position
Direct holdings
9,258,298 shares
Class A Common Stock held directly by Charles K. Cohn
Rarefied Air Capital LLC holdings
13,194,231 shares
Indirect Class A holdings via Rarefied Air Capital LLC
Cohn Family Trust U/A/D 3/16/2017 holdings
32,867,174 shares
Indirect Class A holdings via family trust
Net share change in filing
251,081 shares (net buy)
Net buy-sell shares across reported transactions
RSU price milestones
$18.00–$42.00 per share
Seven share price targets for RSU vesting; expire Sept 20, 2028
Key Terms
Weighted average price, Restricted Stock Units ("RSUs"), Equity Incentive Plan, Class A Common Stock, +1 more
5 terms
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.
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.
Equity Incentive Plan financial
"RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Class A Common Stock financial
"Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Nerdy (NRDY) CEO Charles K. Cohn do in this Form 4 filing?
Charles K. Cohn’s revocable trust purchased 251,081 Nerdy Class A shares in the open market at a weighted average of $1.00 per share. After this trade, that trust held 728,304 shares of Nerdy Class A Common Stock.
What are the RSU vesting conditions mentioned in the Nerdy (NRDY) Form 4?
The Form 4 describes RSUs that each convert into one Class A share if share price milestones are met. Vesting occurs in seven tranches at price targets from $18.00 to $42.00, based on a 90-day average, with unvested RSUs expiring September 20, 2028.