Udemy (UDMY) business president receives 80,500-share RSU equity grant

Rhea-AI Filing Summary

Rosenthal Robert reported acquisition or exercise transactions in this Form 4 filing.

Udemy, Inc. reported that Robert Rosenthal, President of Udemy Business, received a grant of 80,500 shares of common stock in the form of restricted stock units under the company’s 2021 Equity Incentive Plan. Following this award, his directly held common stock increased to 427,489 shares.

The RSUs vest over time, with one quarter scheduled to vest on June 15, 2026 and additional portions on each quarterly anniversary after that date, as long as he continues serving at the company. This structure ties a meaningful portion of his compensation to Udemy’s long-term performance and ongoing employment.

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

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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^*

Rosenthal Robert

(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)
	President, Udemy Business

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		80,500(1)	A	$0	427,489	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. 1/4th of the RSUs will vest on June 15, 2026 and on each quarterly anniversary thereafter, subject to the reporting person's continuous service with the issuer.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	02/27/2026
	** 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.

FAQ

What insider transaction did Udemy (UDMY) report for Robert Rosenthal?

Udemy reported that Robert Rosenthal received a grant of 80,500 restricted stock units of common stock. These were awarded at no cash cost to him as equity compensation under Udemy’s 2021 Equity Incentive Plan, subject to future vesting conditions and continued service.

How many Udemy (UDMY) shares does Robert Rosenthal hold after this Form 4?

After the reported grant, Robert Rosenthal directly holds 427,489 shares of Udemy common stock. This total includes the newly granted 80,500 restricted stock units, which will vest over time based on a quarterly schedule tied to his continued service with the company.

What are the vesting terms of Robert Rosenthal’s new Udemy (UDMY) RSU grant?

The 80,500 restricted stock units vest over several years. One quarter of the RSUs will vest on June 15, 2026, with the remaining units vesting in equal installments on each quarterly anniversary afterward, provided Robert Rosenthal maintains continuous service with Udemy.

Was Robert Rosenthal’s Udemy (UDMY) Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition through a grant or award, not an open-market purchase or sale. Robert Rosenthal received 80,500 restricted stock units at a stated price of $0.00 per share as part of his equity compensation package from Udemy.

Under which plan were Robert Rosenthal’s Udemy (UDMY) RSUs granted?

The restricted stock units were granted under Udemy’s 2021 Equity Incentive Plan. This plan is used to provide equity-based compensation, aligning key executives’ interests with shareholders by delivering stock that vests over time, contingent on continued employment at the company.

What does the transaction code "A" mean in Udemy (UDMY) President Rosenthal’s Form 4?

The transaction code “A” on the Form 4 indicates a grant, award, or other acquisition of securities. In this case, it reflects an equity compensation grant of 80,500 restricted stock units to Robert Rosenthal, rather than a traditional stock market purchase or sale.