Insight funds report large disposition of Udemy (UDMY) common stock to issuer

Rhea-AI Filing Summary

Udemy, Inc. received disclosures from multiple affiliated Insight investment entities reporting dispositions of Udemy common stock back to the issuer. On May 11, 2026, five indirect, non-derivative transactions coded "D" as a "Disposition to issuer" were reported at a price of $0.00 per share.

Individual line items include dispositions such as 24,203,192 shares of common stock in one entry and 10,654,754 shares in another, all reported as indirectly held with ownership described as "See footnote." For each reported transaction line, the filing lists 0 shares of common stock owned indirectly following the disposition.

Insights

Institutional ownership analyst

Large Insight entities report zero-priced share dispositions back to Udemy.

Affiliated Insight investment vehicles, each identified as a ten percent owner, reported five non-derivative transactions in Udemy common stock on May 11, 2026. Each is coded as a Disposition to issuer, with a transaction price of $0.00 per share and indirect ownership noted as "See footnote."

The reported share amounts are sizable, including one line for 24,203,192 shares and another for 10,654,754 shares. For every line item, total common shares indirectly owned following the transaction are listed as 0, indicating no remaining position for those specific indirect holdings in this filing. The filing does not describe the economic terms or reasons for these dispositions.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Insight Holdings Group, LLC, Insight Venture Associates VII, Ltd., Insight Venture Associates VII, L.P., Insight Venture Partners VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., Insight Associates XI, Ltd., Insight Associates XI, L.P., Grace Software Cross Fund Holdings, LLC

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Type	Security	Shares	Price	Value
Disposition	Common Stock	24,203,192	$0.00	--
Disposition	Common Stock	560,198	$0.00	--
Disposition	Common Stock	10,654,754	$0.00	--
Disposition	Common Stock	1,530,921	$0.00	--
Disposition	Common Stock	984,909	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

1. See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1

Key Figures

Disposition 1 shares: 984,909 shares Disposition 2 shares: 1,530,921 shares Disposition 3 shares: 10,654,754 shares +5 more

8 metrics

Disposition 1 shares 984,909 shares Common Stock, disposition to issuer on May 11, 2026

Disposition 2 shares 1,530,921 shares Common Stock, disposition to issuer on May 11, 2026

Disposition 3 shares 10,654,754 shares Common Stock, disposition to issuer on May 11, 2026

Disposition 4 shares 560,198 shares Common Stock, disposition to issuer on May 11, 2026

Disposition 5 shares 24,203,192 shares Common Stock, disposition to issuer on May 11, 2026

Transaction price $0.00 per share All five dispositions of Udemy common stock

Dispositions reported 5 transactions Non-derivative, disposition to issuer, Form 4 summary

Post-transaction holdings per line 0 shares Total shares indirectly owned following each disposition

Key Terms

Disposition to issuer, ten percent owner, indirect ownership, non-derivative, +1 more

5 terms

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

ten percent owner financial

"each reporting person is identified as a ten percent owner"

indirect ownership financial

"direct_or_indirect: "I" and ownership_type: "indirect""

non-derivative financial

"transaction_type: "non-derivative" for each Common Stock entry"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Insight Holdings Group, LLC

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(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)

	Director	X	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)

	Form filed by One Reporting Person
X	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		24,203,192	D	(1)	0	I	See footnote(2)(3)
Common Stock	05/11/2026		D		560,198	D	(1)	0	I	See footnote(2)(4)
Common Stock	05/11/2026		D		10,654,754	D	(1)	0	I	See footnote(2)(5)
Common Stock	05/11/2026		D		1,530,921	D	(1)	0	I	See footnote(2)(6)
Common Stock	05/11/2026		D		984,909	D	(1)	0	I	See footnote(2)(7)

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

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, Ltd.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, L.P.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners VII, L.P.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners VII (Co-Investors), L.P.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) VII, L.P.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) VII, L.P.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Associates XI, Ltd.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Associates XI, L.P.

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Grace Software Cross Fund Holdings, LLC

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

5. See Exhibit 99.1

6. See Exhibit 99.1

7. See Exhibit 99.1

	Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Venture Associates VII, Ltd. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Venture Associates VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Venture Partners VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Venture Partners VII (Co-Investors), L.P. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Venture Partners (Cayman) VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Venture Partners (Delaware) VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Associates XI, Ltd. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Insight Associates XI, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	Grace Software Cross Fund Holdings, LLC By /s/ Andrew Prodromos, Attorney-in-Fact	05/13/2026
	** 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 activity did Insight entities report in Udemy (UDMY) stock?

Several affiliated Insight investment entities reported five dispositions of Udemy common stock on May 11, 2026. Each transaction is coded as a "Disposition to issuer", involves indirectly held shares, and is reported at a transaction price of $0.00 per share.

How many Udemy (UDMY) shares were involved in the largest reported Insight disposition?

The largest single line item shows a disposition of 24,203,192 shares of Udemy common stock. This transaction is classified as a non-derivative, indirect holding and coded as a "Disposition to issuer", with a reported transaction price of $0.00 per share.

What does the Form 4 show about Insight’s remaining Udemy (UDMY) holdings?

For each of the five reported transactions, the Form 4 lists 0 shares of Udemy common stock indirectly owned following the disposition. This applies on a per-line basis to the reported indirect positions, based on the "total shares following transaction" field.

Were the Udemy (UDMY) dispositions reported by Insight open-market sales?

The transactions are coded "D" with the description "Disposition to issuer", not open-market sales. Each disposition of Udemy common stock is reported at a transaction price of $0.00 per share and reflects indirect ownership with footnotes referencing Exhibit 99.1.

Who are the reporting persons in the Udemy (UDMY) Form 4 filing?

Reporting persons include multiple affiliated Insight vehicles such as Insight Holdings Group, LLC, several Insight Venture Partners VII funds, Insight Associates XI entities, and Grace Software Cross Fund Holdings, LLC. Each is identified as a ten percent owner of Udemy common stock.