Udemy director disposes 58,888 shares in merger

Udemy, Inc. director Debra J. Chrapaty reported a disposition of 58,888 shares of Udemy common stock back to the company at no stated price, leaving her with zero directly held Udemy shares after the transaction.

Rhea-AI Filing Summary

Udemy, Inc. director Debra J. Chrapaty reported a disposition of 58,888 shares of Udemy common stock back to the company at no stated price, leaving her with zero directly held Udemy shares after the transaction.

The filing explains this occurred in connection with a merger in which a Coursera subsidiary merged into Udemy, making Udemy a wholly owned subsidiary of Coursera. At the effective time of the merger, each outstanding Udemy common share was converted into the right to receive 0.800 shares of Coursera common stock. Certain Udemy restricted stock unit awards for directors were also converted into Coursera shares using the same 0.800 exchange ratio.

Insider Trade Summary

Disposition: 58,888 shares

Disposition 1 txn

Insider Chrapaty Debra J.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	58,888	$0.00	$0.00

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

Footnotes (2)

1. F1. 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. F2. 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: 58,888 shares Price per share: $0.00 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 58,888 shares Disposition to issuer reported by director Debra J. Chrapaty

Price per share $0.00 per share Recorded disposition price for Udemy common stock

Shares after transaction 0 shares Total Udemy common shares directly held following disposition

Exchange ratio 0.800 Coursera shares Coursera common stock per Udemy share at effective time of merger

Key Terms

Agreement and Plan of Merger, Effective Time, restricted stock unit award, Director RSU Award, +1 more

5 terms

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"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock unit award financial

"each restricted stock unit award covering shares of Udemy Common Stock that was not subject"

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.

Director RSU Award financial

"each, a "Director RSU Award") was converted into the right to receive a number"

wholly owned subsidiary financial

"with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Udemy (UDMY) director Debra Chrapaty report?

Debra J. Chrapaty reported disposing of 58,888 shares of Udemy common stock back to the issuer. The disposition was recorded at a price of $0.00 per share and left her with zero directly held Udemy shares following the transaction.

Was Debra Chrapaty’s Udemy (UDMY) share disposition an open market sale?

No, the transaction is coded as a disposition to the issuer, not an open market sale. It occurred in connection with a merger where Udemy became a wholly owned subsidiary of Coursera, and Udemy shares were converted into rights to receive Coursera common stock.

How many Udemy (UDMY) shares did Debra Chrapaty hold after the reported transaction?

After the reported disposition, Debra J. Chrapaty held zero Udemy common shares directly. The filing shows total shares following the transaction as 0.0000, reflecting the conversion of her position as part of the merger with a Coursera subsidiary.

What does Udemy’s merger with Coursera change for Udemy (UDMY) shareholders?

At the merger’s effective time, each outstanding Udemy common share was converted into the right to receive 0.800 Coursera common shares. As a result, Udemy became a wholly owned subsidiary of Coursera and former Udemy shareholders now hold rights to Coursera stock instead.

How were Udemy (UDMY) director restricted stock units treated in the Coursera merger?

Each eligible Udemy director restricted stock unit was converted into Coursera shares using a 0.800 exchange ratio. The number of Coursera shares equals the Udemy shares covered by the award immediately before the effective time, multiplied by 0.800 and rounded to the nearest whole share.

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

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 fixed share-for-share ratio governed both common stock and eligible director restricted stock unit conversions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 04:07 PM Learn about SEC filing dates

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
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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^*

Chrapaty Debra J.

(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		58,888	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)