Udemy (NASDAQ: UDMY) director swaps 60,484 shares in Coursera deal

Rhea-AI Filing Summary

Udemy, Inc. director Marylou Maco reported a disposition of 60,484 shares of Udemy common stock back to the company. This issuer disposition occurred at a stated price of $0.00 per share and reduced her reported direct Udemy holdings to zero.

The transaction is tied to Udemy’s merger with Coursera, Inc. At the merger’s effective time, each outstanding Udemy common share was converted into the right to receive 0.800 shares of Coursera common stock, and eligible director restricted stock units were similarly converted into Coursera shares using the same ratio.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Maco Marylou

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	60,484	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Pursuant to 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. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

Key Figures

Shares disposed: 60,484 shares Disposition price: $0.00 per share Post-transaction Udemy holdings: 0 shares +1 more

4 metrics

Shares disposed 60,484 shares Issuer disposition of Udemy common stock by director

Disposition price $0.00 per share Stated price for issuer disposition

Post-transaction Udemy holdings 0 shares Direct Udemy shares following transaction

Udemy to Coursera conversion ratio 0.800 Coursera shares per Udemy share Merger stock-for-stock exchange ratio at Effective Time

Key Terms

Disposition to issuer, Agreement and Plan of Merger, Effective Time, restricted stock unit award

4 terms

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Agreement and Plan of Merger regulatory

"Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025"

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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each share of common stock"

restricted stock unit award financial

"each restricted stock unit award covering shares of Udemy Common Stock"

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.

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^*

Maco Marylou

(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)

X	Director		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)

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		D		60,484	D	(1)(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. Pursuant to 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.

2. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

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 transaction did Udemy (UDMY) director Marylou Maco report?

Marylou Maco reported disposing of 60,484 shares of Udemy common stock back to the issuer. The disposition was recorded at $0.00 per share and reduced her reported direct Udemy shareholdings to zero in connection with Udemy’s merger with Coursera.

Was Marylou Maco’s Udemy Form 4 a market sale of shares?

No, the Form 4 shows an issuer disposition, not an open-market sale. Maco’s 60,484 Udemy shares were surrendered back to Udemy at a stated $0.00 price as part of the merger mechanics with Coursera, rather than being sold on the public market.

How were Udemy (UDMY) shares converted in the Coursera merger?

At the merger’s effective time, each outstanding share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock. This fixed stock-for-stock conversion ratio applied to eligible director restricted stock unit awards based on their underlying Udemy share count.

What happened to Udemy director restricted stock units in the merger?

Each director restricted stock unit award covering Udemy common stock, without performance-based vesting and not for non-employee director services, converted into Coursera shares. The number of Coursera shares equaled Udemy RSU shares multiplied by the 0.800 conversion ratio, rounded to the nearest whole share.

Did Marylou Maco hold any Udemy shares after this Form 4 transaction?

Following the reported transaction, Maco’s direct Udemy holdings were shown as 0 shares. Her 60,484 Udemy shares were disposed of to the issuer in connection with the Coursera merger, with value instead reflected through the stock conversion into Coursera common stock.