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Form 4: Udemy (UDMY) Grants 27k RSUs to Board Director Heather Hiles

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Key points from Udemy, Inc. (UDMY) Form 4

On 17 June 2025, director Heather Hiles received 27,476 restricted stock units (RSUs) at no cost under Udemy’s outside-director compensation plan. The RSUs will fully vest on the earlier of (i) the company’s next annual shareholder meeting or (ii) one-year after the grant date, provided the director remains in service.

After this grant, Hiles’ direct ownership increases to 70,143 common shares. No open-market purchases, sales, or derivative transactions were disclosed. The filing is a routine compensation-related grant rather than a signal of insider buying or selling pressure.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU grant; neutral for valuation and sentiment.

The Form 4 discloses a standard RSU award to director Heather Hiles, adding 27,476 shares to her direct holdings. Because the grant is part of Udemy’s regular board compensation and involves no cash outlay or market transaction, it does not alter insider-sentiment indicators, capital structure, or near-term liquidity. Vesting occurs within one year, creating modest future dilution that is already contemplated in Udemy’s equity-comp plan. Overall, the event is operationally immaterial and should not influence investment thesis or valuation models.

Insider Hiles Heather
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 27,476 $0.00 --
Holdings After Transaction: Common Stock — 70,143 shares (Direct)
Footnotes (1)
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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
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*
Hiles Heather
(Last) (First) (Middle)
600 HARRISON ST
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 70,143 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many RSUs were granted to Udemy (UDMY) director Heather Hiles?

The Form 4 reports a grant of 27,476 restricted stock units.

When will the granted RSUs to Heather Hiles fully vest?

They vest on the earlier of Udemy’s next annual meeting or the one-year anniversary of 17 June 2025, contingent on continued service.

What is Heather Hiles’ total Udemy share ownership after this filing?

Following the grant, she directly owns 70,143 shares of Udemy common stock.

Does the Form 4 show any open-market purchase or sale by the director?

No. The filing reflects only a routine RSU award; there were no market transactions.

Is the RSU grant likely to impact Udemy’s share count materially?

The award is small relative to Udemy’s total shares outstanding and is not expected to be materially dilutive.