Udemy (UDMY) director disposes 114,171 shares as Coursera merger closes

Rhea-AI Filing Summary

Udemy, Inc. director Sohaib Abbasi reported a disposition of 114,171 shares of Udemy common stock to the issuer in connection with a merger with Coursera, Inc. This disposition, recorded at a price of $0.0000 per share, reduced his reported direct Udemy holdings to zero shares following the transaction.

Under the Agreement and Plan of Merger, each issued and outstanding share of Udemy common stock at the effective time, other than certain excluded shares, was converted into the right to receive 0.800 shares of Coursera common stock. Certain director restricted stock unit awards tied to Udemy shares were also converted into Coursera common stock using the same 0.800 exchange ratio, rounded to the nearest whole share.

Insights

Equity compensation and M&A specialist

Director’s Udemy shares were retired in a merger and converted into Coursera equity.

The filing shows director Sohaib Abbasi disposed of 114,171 Udemy common shares in a transaction coded "D" for disposition to issuer, leaving zero Udemy shares directly held. This aligns with Udemy becoming a wholly owned subsidiary of Coursera after the merger.

Footnotes describe an exchange where each Udemy share became the right to receive 0.800 Coursera shares at the effective time. Certain director RSU awards were similarly converted using the 0.800 ratio, rounded to whole shares. The event reflects structural change from the merger rather than discretionary open-market trading.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ABBASI SOHAIB

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	114,171	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

Key Figures

Shares disposed: 114,171 shares Price per share: $0.0000 per share Shares after transaction: 0 shares +2 more

5 metrics

Shares disposed 114,171 shares Udemy common stock, disposition to issuer

Price per share $0.0000 per share Reported for disposition of Udemy common stock

Shares after transaction 0 shares Total Udemy common stock directly held post-transaction

Exchange ratio 0.800 shares Coursera common stock per Udemy common share at effective time

Director RSU conversion ratio 0.800 multiplier Coursera shares per Udemy director RSU share, rounded to whole shares

Key Terms

Agreement and Plan of Merger, Effective Time, restricted stock unit award, Director RSU Award, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer..."

restricted stock unit award financial

"each restricted stock unit award covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions..."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Director RSU Award financial

"was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted..."

wholly owned subsidiary financial

"with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera."

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ABBASI SOHAIB

(Last) (First) (Middle)

C/O UDEMY, INC.

600 HARRISON ST, 3RD FLOOR

(Street)

SAN FRANCISCO CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		D		114,171	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera.

2. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

Remarks:

	/s/ James Babikian, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Udemy (UDMY) report for director Sohaib Abbasi?

Udemy reported that director Sohaib Abbasi disposed of 114,171 shares of Udemy common stock in a transaction coded as a disposition to issuer. The filing shows his direct Udemy share ownership fell to zero immediately after this merger-related transaction.

Why did Sohaib Abbasi’s Udemy (UDMY) share holdings drop to zero?

His Udemy holdings dropped to zero because 114,171 shares of Udemy common stock were disposed of to the issuer in connection with a merger with Coursera. Udemy became a wholly owned subsidiary of Coursera, and Udemy shares were converted into Coursera stock rights.

How were Udemy (UDMY) common shares converted in the Coursera merger?

At the merger’s effective time, each issued and outstanding share of Udemy common stock (with certain exclusions) was converted into the right to receive 0.800 shares of Coursera common stock. This fixed stock-for-stock ratio applied broadly to Udemy’s outstanding common shares.

What happened to Udemy (UDMY) director restricted stock units in the merger?

Each Udemy director restricted stock unit (RSU) award without performance conditions and not granted for non-employee director service was converted into Coursera common stock. The number of Coursera shares equaled Udemy RSU shares multiplied by 0.800, then rounded to the nearest whole share.

What merger structure involved Udemy (UDMY) and Coursera?

The merger used an Agreement and Plan of Merger where a Coursera subsidiary, Chess Merger Sub, Inc., merged with and into Udemy. Udemy survived the merger as a wholly owned subsidiary of Coursera, and Udemy shareholders received Coursera stock rights.

Was the reported Udemy (UDMY) insider transaction an open-market sale?

No. The transaction is coded "D" for disposition to issuer with a per-share price of $0.0000, indicating it was part of the merger mechanics rather than an open-market sale. Shares were effectively retired or converted as Udemy became a Coursera subsidiary.