Udemy (UDMY) CFO reshapes stock awards after Coursera takeover

Rhea-AI Filing Summary

Udemy, Inc. Chief Financial Officer Sarah Blanchard reported two equity transactions in common stock connected to Udemy’s merger with Coursera. She disposed of 1,551,295 shares in a transaction categorized as a disposition to the issuer and received a grant or award of 125,000 shares, both at a stated price of $0 per share.

Footnotes explain that a prior performance-based restricted stock unit award was deemed achieved upon a change of control triggered immediately before the merger’s effective time, leaving only time-based vesting. At the effective time of the merger, each share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock, and eligible Udemy restricted stock units were converted into Coursera restricted stock units using the same 0.800 factor.

Insights

Equity compensation and M&A analyst

Udemy’s CFO equity awards were restructured as part of the Coursera merger.

The transactions show Sarah Blanchard disposing of 1,551,295 shares of Udemy common stock back to the issuer and receiving a grant of 125,000 shares. Both events occurred at a stated per-share price of $0, indicating non-cash, equity-compensation mechanics rather than open-market trading.

Footnotes link these changes to a change of control under the Agreement and Plan of Merger with Coursera. A performance-based RSU award granted on August 15, 2025 became earned based on the greater of target and actual performance, then continued with time-based vesting only. At the merger effective time, each Udemy share and eligible RSU converted into Coursera equity using a 0.800 share-for-share factor.

These details clarify how Udemy’s equity incentives transitioned into Coursera instruments after Udemy became a wholly owned subsidiary. The transactions are structural outcomes of the merger rather than discretionary buying or selling by the CFO, so their market signaling value is limited and must be understood in this compensation and deal-context framework.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blanchard Sarah

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	125,000	$0.00	--
Disposition	Common Stock	1,551,295	$0.00	--

Holdings After Transaction: Common Stock — 1,551,295 shares (Direct, null)

Footnotes (1)

1. Represents shares of common stock under a performance-based restricted stock unit ("PSU") award granted effective August 15, 2025. In connection with that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera. Immediately prior to the effective time of the Merger (the "Effective Time"), a change of control was deemed to occur with respect to the PSU award, resulting in the PSU award being deemed achieved based on the greater of target and actual performance. Consequently, immediately prior to the Effective Time, the PSU award was subject only to time-based vesting conditions. At the Effective Time, each share of common stock of the Issuer ("Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of Udemy (each, a "Udemy RSU Award") was assumed by Coursera and converted into a restricted stock unit award covering a number of shares of Coursera Common Stock equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Udemy RSU Award as of immediately prior to the Effective Time, multiplied by (2) 0.800 (rounded to the nearest whole number).

Key Figures

Disposition to issuer: 1,551,295 shares Equity grant/award: 125,000 shares Post-transaction holdings: 1,551,295 shares +3 more

6 metrics

Disposition to issuer 1,551,295 shares Common Stock, disposition to issuer on 2026-05-11

Equity grant/award 125,000 shares Common Stock grant or award on 2026-05-11

Post-transaction holdings 1,551,295 shares Total shares following the award transaction

Exchange ratio 0.800 shares Coursera Common Stock per Udemy share at merger effective time

Merger agreement date December 17, 2025 Date of Agreement and Plan of Merger with Coursera

PSU grant date August 15, 2025 Grant date for performance-based restricted stock unit award

Key Terms

performance-based restricted stock unit, Agreement and Plan of Merger, change of control, restricted stock unit award, +2 more

6 terms

performance-based restricted stock unit financial

"Represents shares of common stock under a performance-based restricted stock unit ("PSU") award granted effective August 15, 2025."

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

Agreement and Plan of Merger financial

"In connection with that certain Agreement and Plan of Merger dated December 17, 2025 by and among the Issuer, Coursera, Inc., and Chess Merger Sub, Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

change of control financial

"Immediately prior to the effective time of the Merger, a change of control was deemed to occur with respect to the PSU award."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

restricted stock unit award financial

"each restricted stock unit award that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of Udemy."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Effective Time financial

"Immediately prior to the effective time of the Merger (the "Effective Time"), a change of control was deemed to occur with respect to the PSU award."

Coursera Common Stock financial

"was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock")."

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^*

Blanchard Sarah

(Last) (First) (Middle)

C/O UDEMY, INC.

600 HARRISON STREET, 3RD FLOOR

(Street)

SAN FRANCISCO CALIFORNIA 94107

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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		A		125,000(1)	A	$0	1,551,295	D
Common Stock	05/11/2026		D		1,551,295	D	(2)	0	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 shares of common stock under a performance-based restricted stock unit ("PSU") award granted effective August 15, 2025. In connection with that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera. Immediately prior to the effective time of the Merger (the "Effective Time"), a change of control was deemed to occur with respect to the PSU award, resulting in the PSU award being deemed achieved based on the greater of target and actual performance. Consequently, immediately prior to the Effective Time, the PSU award was subject only to time-based vesting conditions.

2. At the Effective Time, each share of common stock of the Issuer ("Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of Udemy (each, a "Udemy RSU Award") was assumed by Coursera and converted into a restricted stock unit award covering a number of shares of Coursera Common Stock equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Udemy RSU Award as of immediately prior to the Effective Time, multiplied by (2) 0.800 (rounded to the nearest whole number).

Remarks:

	/s/ James Babikian, Attorney-in-Fact	05/11/2026
	** 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 transactions did Udemy (UDMY) report for CFO Sarah Blanchard?

Udemy reported that CFO Sarah Blanchard disposed of 1,551,295 shares of common stock to the issuer and received a grant or award of 125,000 shares. Both transactions were recorded at a price of $0 per share, reflecting equity-compensation adjustments rather than market trades.

How is the Udemy (UDMY) and Coursera merger described in this Form 4?

The document describes a merger where a Coursera subsidiary merged into Udemy, making Udemy a wholly owned Coursera subsidiary. This transaction is governed by an Agreement and Plan of Merger dated December 17, 2025, and is treated as a change of control for certain Udemy equity awards.

What exchange ratio applied to Udemy (UDMY) shares in the Coursera merger?

Each share of Udemy common stock outstanding immediately before the effective time was converted into the right to receive 0.800 shares of Coursera common stock. This same 0.800 factor was used to convert eligible Udemy restricted stock unit awards into Coursera restricted stock unit awards.

How were Udemy (UDMY) performance-based RSUs affected by the Coursera merger?

A performance-based restricted stock unit award granted August 15, 2025 was deemed achieved at the greater of target and actual performance upon the change of control immediately before the merger’s effective time. After that, the award was subject only to time-based vesting conditions going forward.

What happened to Udemy (UDMY) restricted stock units held by employees in the merger?

Each Udemy restricted stock unit award not tied to performance conditions and not granted for non-employee director service was assumed by Coursera. These awards converted into Coursera restricted stock units for a number of Coursera shares equal to Udemy units multiplied by the 0.800 exchange factor, rounded to the nearest whole share.