UDMY Form 4: Schechtman Awarded 27.5K Restricted Shares, No Insider Sales

Rhea-AI Filing Summary

Form 4 overview: On 06/17/2025 Udemy, Inc. (ticker: UDMY) granted Director Natalie Schechtman 27,476 restricted stock units (RSUs) at no cost under the company’s outside-director compensation policy. Following the award, Schechtman’s total reported beneficial ownership rose to 93,657 common shares, held directly.

Vesting terms: The RSUs will fully vest on the earlier of (i) Udemy’s next annual shareholders’ meeting or (ii) the first anniversary of the 06/17/2025 grant date, provided Schechtman continues service on the board. No derivative securities were reported in Table II.

Governance context: The filing signals routine board compensation rather than open-market buying or selling. Because the transaction is an equity grant rather than a cash sale, it does not change Udemy’s public float or indicate sentiment about current valuation. It does, however, incrementally align the director’s incentives with shareholder value creation.

Materiality assessment: The 27,476-share award is modest in absolute market value relative to Udemy’s market capitalisation and does not by itself affect earnings, liquidity, or capital structure. Investors may view the disclosure as neutral to slightly positive in that it reinforces long-term ownership by a board member, but there are no immediate financial implications.

Positive

• Increased insider ownership: Director Natalie Schechtman’s holdings rose to 93,657 shares, modestly improving board–shareholder alignment.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant to Udemy director; governance-aligned, financially immaterial.

This filing documents a standard annual equity award to Director Natalie Schechtman. The award’s single-year vesting schedule follows Udemy’s established outside-director policy, maintaining board-shareholder alignment without diluting the float in a material way. No insider sales occurred, so market-sentiment signals are minor. Overall, the event is governance-neutral and does not alter the investment thesis.

Portfolio Manager

TL;DR: Small ownership increase; no impact on valuation or cash flow.

From a portfolio perspective, a 27.5k-share RSU grant is negligible against Udemy’s daily volume and market cap. Because the units convert from treasury shares and involve no cash outflow, balance-sheet effects are nil. The director now holds roughly 94k shares, improving alignment but offering no catalyst. I deem the disclosure non-impactful for position sizing or risk models.

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

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^*

Schechtman Natalie

(Last) (First) (Middle)

C/O UDEMY, INC.

600 HARRISON STREET, 3RD FLOOR

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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

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

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

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	06/17/2025		A		27,476(1)	A	$0	93,657	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. Represents the grant of restricted stock units (RSUs) under the Issuer's outside director compensation policy. The RSUs will fully vest on the earlier of (i) the date of the Issuer's next annual meeting of stockholders or (ii) the one year anniversary of the grant date, in either case subject to the Reporting Person's continuous service with the Issuer.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	06/20/2025
	** 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.

FAQ

What insider transaction was reported for UDMY on 06/17/2025?

Director Natalie Schechtman received 27,476 RSUs under Udemy’s outside-director compensation plan.

How many Udemy shares does Natalie Schechtman now beneficially own?

After the grant, Schechtman reports ownership of 93,657 common shares.

When will the newly granted RSUs to Schechtman vest?

They vest on the earlier of Udemy’s next annual shareholder meeting or one year from the 06/17/2025 grant date.

Did the Form 4 disclose any insider sales of UDMY stock?

No. The filing shows only an A (code A) acquisition via RSU grant and no dispositions.

Does this Form 4 affect Udemy’s earnings or cash position?

No. RSU grants are non-cash equity compensation and have no immediate impact on earnings or liquidity.