[Form 4] Udemy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Snowflake Inc. (SNOW) – Form 4 insider activity dated 07/10/2025

President of Products and Co-Founder Benoit Dageville executed a 10b5-1 trading plan that involved three transactions on the same day:

• Option exercise (Code M): 25,000 shares acquired at an exercise price of $0.74.
• Open-market sale (Code S): the same 25,000 shares were sold at an average price of $221.83, generating proceeds of roughly $5.5 million.
• Gift (Code G): 7,500 shares transferred at no cost to The Snow Trust.

Post-transaction, Dageville directly owns 58,325 common shares, while indirect holdings via several trusts total more than 3.1 million shares, with additional 750 k-share positions each in two GRAT structures that he either disclaims or partially controls.

The option that was exercised is fully vested and expires 02/07/2027. All moves were executed under a previously adopted 10b5-1 plan (03/28/2025), signalling a pre-scheduled diversification rather than ad-hoc selling.

Positive

• Pre-scheduled 10b5-1 plan reduces potential concerns over opportunistic insider trading.
• Insider retains a large >3 M share stake, signalling continued alignment with shareholders.

Negative

• $5.5 M sale at $221.83 could be perceived as profit-taking, though small relative to total holdings.

Insights

Financial Analyst

TL;DR: Planned sale; modest relative to >3 M share stake—neutral signal.

Dageville monetised 25 k shares (<~2% of his total beneficial ownership) for $5.5 M while keeping a sizeable position. Because the trade was executed under a 10b5-1 plan, it lessens concerns about timing. The exercise price of $0.74 versus a sale price above $220 highlights the low-cost legacy options insiders still possess, but also reflects routine wealth diversification. Given Snowflake’s float (>300 M shares), the disposal is immaterial to supply/demand dynamics. Overall impact on valuation sentiment is neutral; however, consistent insider selling could weigh on perception if it continues.

Corporate Governance Specialist

TL;DR: 10b5-1 compliance and disclosure sound; governance risk unchanged.

The filing clearly references a 10b5-1 plan, includes option and sale codes, and provides trust relationship details—meeting the SEC’s enhanced disclosure expectations. Use of GRATs and UTAs is standard for estate planning among founders. No red flags such as undisclosed pledging or margin debt appear. Selling equal to the exercised amount avoids net share reduction in direct ownership. I therefore view governance impact as benign, rating the event as non-impactful.

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^*

Goldschmied Ozzie J.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		A		645,000(1)	A	$0	645,000	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 restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. One-third of the total number of RSUs will vest on June 15, 2026, and the remaining RSUs will vest in equal quarterly installments thereafter, subject to the reporting person's continuous service with the issuer.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	07/10/2025
	** 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

How many Snowflake shares did Benoit Dageville sell on 07/10/2025?

He sold 25,000 shares at an average price of $221.83 each.

What was the exercise price of the options converted in this Form 4?

The options were exercised at $0.74 per share.

Does Dageville still own Snowflake shares after the sale?

Yes; he directly owns 58,325 shares and indirectly controls or benefits from more than 3.1 million additional shares held in trusts.

Was the transaction executed under a Rule 10b5-1 plan?

Yes, all actions were carried out under a 10b5-1 plan adopted on 03/28/2025.

Is this insider sale considered material to Snowflake (SNOW) investors?

Given Snowflake’s large float and Dageville’s remaining stake, the transaction is viewed as immaterial to the company’s near-term fundamentals.