[144] Udemy, Inc. SEC Filing

Rhea-AI Filing Summary

Udemy, Inc. (UDMY) filed a Form 144 reporting an intended sale of 50,000 common shares through Morgan Stanley Smith Barney LLC on 08/20/2025 with an aggregate market value of $336,155, against 150,343,676 shares outstanding. The 50,000 shares were acquired on 11/15/2022 through restricted stock vesting under a registered plan and payment was recorded as Not Applicable. The filing also discloses a related sale by Gregory Scott Brown of 100,000 shares on 08/13/2025 for gross proceeds of $697,610. The filer certifies no undisclosed material adverse information exists about the issuer.

Positive

• Sale tied to restricted stock vesting, indicating the transaction is linked to a registered compensation event rather than ad hoc insider liquidation
• Relatively small size versus outstanding shares: 50,000 shares (~0.03% of outstanding) is unlikely to be market-moving
• Use of a major broker (Morgan Stanley Smith Barney LLC), suggesting conventional execution and reporting channels

Negative

• Recent insider selling activity: Gregory Scott Brown sold 100,000 shares on 08/13/2025 for $697,610, which may prompt investor questions about insider liquidity
• Form lacks a notice date explicitly listed in the content provided, so timing context is limited

Insights

Securities Analyst

TL;DR: Routine insider sale under a registered plan; size is immaterial to market capitalization.

The filing describes a planned sale of 50,000 shares valued at $336,155 executed through Morgan Stanley on 08/20/2025. These shares were granted via restricted stock vesting on 11/15/2022, indicating the sale is tied to a registered compensation event rather than an open-market disposition unlinked to a planned grant. Relative to the 150,343,676 shares outstanding, the 50,000-share sale represents roughly 0.03% of the float, which is unlikely to be market-moving. The disclosure of a prior sale of 100,000 shares by Gregory Scott Brown on 08/13/2025 is factual and should be monitored for any pattern, but on its face this filing is a routine Rule 144 notice.

Corporate Governance Expert

TL;DR: Transaction appears compliant with Rule 144 and linked to vested compensation; disclosure meets statutory requirements.

The reported acquisition method is "restricted stock vesting under a registered plan," and the filer executed the required Rule 144 notice for the proposed sale. The form includes the standard attestation that no material nonpublic information is known to the seller. There is no indication in the filing of any atypical arrangements or deferred consideration. From a governance perspective, the filing conveys transparency about insider liquidity events but does not by itself indicate 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	336155.00	150343676	08/20/2025	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	08/13/2025	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 does Udemy's (UDMY) Form 144 report?

The Form 144 reports a proposed sale of 50,000 common shares via Morgan Stanley on 08/20/2025 with an aggregate market value of $336,155.

How were the shares being sold by the Udemy filer acquired?

The 50,000 shares were acquired on 11/15/2022 through restricted stock vesting under a registered plan.

Has there been recent insider selling in UDMY?

Yes. The filing shows Gregory Scott Brown sold 100,000 shares on 08/13/2025 for gross proceeds of $697,610.

What percentage of Udemy's outstanding shares does the proposed sale represent?

The 50,000-share sale is approximately 0.03% of the 150,343,676 shares outstanding reported in the filing.

Does the filer assert possession of material nonpublic information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.