UDMY insider disposes 150,000 shares in August; 50,000 planned sale via Morgan Stanley

Rhea-AI Filing Summary

Udemy, Inc. (UDMY) Form 144 notice reports proposed sale of 50,000 common shares through Morgan Stanley Smith Barney with an aggregate market value of $342,145, listing NASDAQ as the exchange and an approximate sale date of 08/27/2025. The shares were acquired on 11/15/2022 by restricted stock vesting under a registered plan and the filing lists prior open-market disposals by the same person totaling 150,000 shares during August 2025 (100,000 on 08/13/2025 for $697,610; 50,000 on 08/20/2025 for $336,155). The seller is named as Gregory Scott Brown, and the filing includes the standard representation that no undisclosed material adverse information is known.

Positive

• Securities were acquired via restricted stock vesting, indicating these sales are tied to compensation rather than an external purchase liquidation
• Brokered sale through Morgan Stanley Smith Barney, showing use of an established intermediary for execution and reporting

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sales are recent and originate from vested restricted stock, suggesting routine liquidity rather than an immediate red flag.

The filing shows a planned sale of 50,000 shares executed via a broker and prior August disposals aggregating 150,000 shares. The securities were received through restricted stock vesting on 11/15/2022, which points to compensation-related transfers rather than market purchases being liquidated to fund the acquisition. On a company-wide basis the amounts are small relative to the reported 150,343,676 shares outstanding, implying limited direct impact on share supply. Investors should note timing and volume but the transactions appear consistent with routine insider vesting monetization.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 conventions; the filer affirms no undisclosed material information and used a registered-plan vesting source.

The notice properly identifies the nature of acquisition (restricted stock vesting) and the broker handling the sale, aligning with standard governance and SEC reporting practices. The representation that the seller is unaware of undisclosed material adverse facts is included as required. From a governance perspective, documentation is complete for a Rule 144 transaction; the filing does not itself reveal any governance concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	50000	342145.00	150343676	08/27/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/15/2022	Restricted stock vesting under a registered plan	Issuer			50000	11/15/2022	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
GREGORY SCOTT BROWN 600 Harrison Street 3rd Floor San Francisco CA 94107	Common	08/20/2025	50000	336155.00
GREGORY SCOTT BROWN 600 Harrison Street 3rd Floor San Francisco CA 94107	Common	08/13/2025	100000	697610.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares does Udemy insider Gregory Scott Brown propose to sell in this Form 144?

The notice reports a proposed sale of 50,000 common shares with an aggregate market value of $342,145, to be executed on or about 08/27/2025.

How were the shares being sold by the Udemy insider originally acquired?

The shares were acquired on 11/15/2022 through restricted stock vesting under a registered plan from the issuer.

Has the seller already sold other Udemy shares recently?

Yes. The filing discloses prior sales in August 2025 totaling 150,000 shares: 100,000 sold on 08/13/2025 for $697,610 and 50,000 on 08/20/2025 for $336,155.

Which broker is handling the proposed Udemy share sale?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services located at 1 New York Plaza, New York, NY.

How material are these sales relative to Udemy's outstanding shares?

The filing lists 150,343,676 shares outstanding; the proposed 50,000-share sale represents approximately 0.033% of outstanding shares, indicating a small relative size.