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Udemy (UDMY) CEO Sarrazin reports issuer share dispositions and award in Coursera merger

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

Rhea-AI Filing Summary

Udemy, Inc. President and CEO Hugo Sarrazin reported mixed equity changes tied to Udemy’s merger with Coursera. The filing shows issuer dispositions and an award rather than open-market trades. A revocable trust associated with Sarrazin returned 47,580 shares of Udemy common stock to the issuer, and he disposed of a further 1,400,576 directly held shares back to the issuer at a stated price of $0.00 per share in connection with the transaction.

Footnotes explain these movements occurred around the “Effective Time” of the merger under a December 17, 2025 Agreement and Plan of Merger, where each Udemy share converted into 0.800 Coursera shares. A performance-based restricted stock unit award granted effective August 15, 2025 was deemed achieved upon change of control and remained subject only to time-based vesting. In this context, Sarrazin received a grant or award of 168,750 shares of Udemy common stock, leaving him with 1,400,576 shares held directly after the reported transactions.

Positive

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Insider Sarrazin Hugo
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock 168,750 $0.00 --
Disposition Common Stock 1,400,576 $0.00 --
Disposition Common Stock 47,580 $0.00 --
Holdings After Transaction: Common Stock — 1,400,576 shares (Direct, null); Common Stock — 0 shares (Indirect, By revocable trust)
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). At the Effective Time, each share of 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 Coursera Common Stock. Shares held by The Sarrazin Revocable Trust u/a/d 12/14/2007, of which the reporting person and his spouse are trustees and beneficiaries.
Issuer disposition via trust 47,580 shares Common stock disposed to issuer by revocable trust on May 11, 2026
Direct issuer disposition 1,400,576 shares Common stock disposed to issuer directly on May 11, 2026
Equity award 168,750 shares Grant or award of Udemy common stock on May 11, 2026
Post-transaction holdings 1,400,576 shares Udemy common stock held directly after reported transactions
Udemy–Coursera exchange ratio 0.800 shares Coursera common stock per share of Udemy common stock at Effective Time
PSU grant date August 15, 2025 Effective date of performance-based restricted stock unit award
Merger Agreement date December 17, 2025 Agreement and Plan of Merger among Udemy, Coursera and Merger Sub
performance-based restricted stock unit ("PSU") award financial
"Represents shares of common stock under a performance-based restricted stock unit ("PSU") award granted effective August 15, 2025."
Agreement and Plan of Merger regulatory
"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 regulatory
"Immediately prior to the effective time of the Merger and at the Effective Time, each share of common stock was converted as described."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Sarrazin Hugo
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026A168,750(1)A$01,400,576D
Common Stock05/11/2026D1,400,576D(2)0D
Common Stock05/11/2026D47,580D(3)0IBy revocable trust(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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).
3. At the Effective Time, each share of 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 Coursera Common Stock.
4. Shares held by The Sarrazin Revocable Trust u/a/d 12/14/2007, of which the reporting person and his spouse are trustees and beneficiaries.
Remarks:
/s/ James Babikian, Attorney-in-Fact05/11/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Udemy (UDMY) CEO Hugo Sarrazin report?

Hugo Sarrazin reported issuer-related dispositions and an equity award. A revocable trust associated with him disposed of 47,580 Udemy shares to the issuer, and he disposed of 1,400,576 directly held shares, then received a 168,750-share grant, ending with 1,400,576 shares held directly.

Were Hugo Sarrazin’s Udemy (UDMY) transactions open-market sales or buys?

They were not open-market sales or purchases. The Form 4 labels the two main transactions as dispositions to the issuer at $0.00 per share, along with a grant or award of 168,750 shares, all occurring in connection with the Coursera merger terms.

How is the Udemy–Coursera share exchange structured for Udemy (UDMY) stock?

Each share of Udemy common stock outstanding immediately before the merger’s Effective Time was converted into the right to receive 0.800 shares of Coursera common stock. This 0.800 exchange ratio also applies when converting qualifying Udemy restricted stock unit awards into Coursera RSUs.

What happened to Hugo Sarrazin’s performance-based Udemy (UDMY) PSU award?

The PSU award granted effective August 15, 2025 was impacted by the change of control at the merger’s Effective Time. It was deemed achieved based on the greater of target and actual performance and, immediately before that time, became subject only to time-based vesting conditions.

How many Udemy (UDMY) shares does Hugo Sarrazin hold after these Form 4 transactions?

After the reported transactions, Hugo Sarrazin directly holds 1,400,576 shares of Udemy common stock. The revocable trust associated with him reported zero Udemy shares following its 47,580-share disposition to the issuer in connection with the Coursera merger.

What is the role of The Sarrazin Revocable Trust in the Udemy (UDMY) filing?

The Sarrazin Revocable Trust, for which Hugo Sarrazin and his spouse serve as trustees and beneficiaries, held 47,580 Udemy shares. These shares were disposed of to the issuer at $0.00 per share, leaving the trust with no Udemy shares after the Effective Time of the merger.