SEC Form 4 · accession 0001880171-26-000007
Nerdy Inc. · NRDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles K. Cohn
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 11, 2026
Accepted (ET)
Jun 12, 2026 · 8:27 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001819404
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 11, 2026 | P | 258,204 | $0.97 | A | 477,223 | I | By Charles K. Cohn Revocable Trust Agreement Dated February 10, 2016 |
| Class A Common Stock | holding | — | — | — | 1,540,307 | I | By Cohn Family Trust 5/24/18 | |
| Class A Common StockF2 | holding | — | — | — | 9,258,298 | D | ||
| Class A Common StockF3 | holding | — | — | — | 13,194,231 | I | Rarefied Air Capital LLC | |
| Class A Common Stock | holding | — | — | — | 32,867,174 | I | By Cohn Family Trust U/A/D 3/16/2017 | |
| Class A Common Stock | holding | — | — | — | 1,278,512 | I | By Cohn Family Investments Trust dtd 5/24/18 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.94 to $0.99, 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.
- F2Represents 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.
- F3Rarefied 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.