UDMY Form 4: Marylou Maco Awarded 14.8K RSUs at No Cost

Rhea-AI Filing Summary

Udemy, Inc. (UDMY) filed a Form 4 disclosing a routine equity award to director Marylou Maco. On 06/17/2025 Ms. Maco received 14,754 restricted stock units (RSUs) of Udemy common stock at a stated price of $0.00. Following the award, her total beneficial ownership increased to 58,888 shares held directly.

The grant was made under Udemy’s outside-director compensation policy. Vesting occurs in full on the earlier of (i) the company’s next annual shareholders’ meeting or (ii) the first anniversary of the grant date, contingent on Ms. Maco’s continued board service. No derivative securities were involved and the filing indicates the transaction was made outside a Rule 10b5-1 trading plan.

This is a standard, non-cash compensation event intended to align director incentives with shareholder interests. The filing does not reference any purchase, sale, or exercise of shares, and it contains no broader financial or strategic information about Udemy.

Insights

Corporate Governance Expert

TL;DR – Routine RSU grant to Udemy director; neutral governance impact.

The Form 4 details a typical annual equity grant to outside director Marylou Maco. The size—14,754 RSUs—is in line with market-standard director pay and vests within a year, reinforcing alignment without immediate dilution (shares already reserved in the equity plan). Because there is no open-market purchase or sale, the filing does not signal management’s view on valuation. Beneficial ownership now stands at 58,888 shares, a modest stake relative to Udemy’s float, thus carrying limited governance leverage. Overall, the disclosure is required housekeeping with no material financial or strategic consequence for investors.

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^*

Maco Marylou

(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		14,754(1)	A	$0	58,888	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 transaction did Udemy (UDMY) report in the latest Form 4?

Udemy reported a grant of 14,754 restricted stock units (RSUs) to director Marylou Maco.

How many Udemy shares does Marylou Maco own after the RSU grant?

After the grant, she beneficially owns 58,888 shares of Udemy common stock.

When will the granted RSUs to Marylou Maco vest?

The RSUs fully vest on the earlier of the next annual shareholders’ meeting or one year from 06/17/2025, subject to continued service.

Did Marylou Maco pay anything for the RSUs reported in the Form 4?

No. The RSUs were awarded at a $0.00 purchase price as part of director compensation.

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

The filing does not indicate that the grant was made pursuant to a Rule 10b5-1 plan.