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Udemy (UDMY) president reports 485,462-share disposition and PSU grant in Coursera merger

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Udemy, Inc. President, Udemy Business, Robert Rosenthal reported two stock transactions. He received a grant of 68,750 shares of common stock as a performance-based restricted stock unit award, then disposed of 485,462 shares to the issuer, leaving him with no Udemy shares directly held. These actions occurred in connection with Udemy’s merger into Coursera, where each Udemy share was converted into the right to receive 0.800 Coursera shares and eligible Udemy RSU awards were assumed by Coursera on the same 0.800-for-1 basis.

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Insider Rosenthal Robert
Role President, Udemy Business
Type Security Shares Price Value
Grant/Award Common Stock 68,750 $0.00 --
Disposition Common Stock 485,462 $0.00 --
Holdings After Transaction: Common Stock — 485,462 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).
Shares disposed to issuer 485,462 shares Disposition to issuer on May 11, 2026
PSU award grant size 68,750 shares Performance-based RSU award effective August 15, 2025
Coursera exchange ratio 0.800 shares Coursera common stock per Udemy common share at Effective Time
Post-disposition Udemy holding 0 shares Total Udemy common stock directly held after disposition
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 regulatory
"In connection with that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, 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 (the "Effective Time"), 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.
Effective Time regulatory
"Immediately prior to the effective time of the Merger (the "Effective Time"), a change of control was deemed to occur"
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.
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*
Rosenthal Robert
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Udemy Business
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 Stock05/11/2026A68,750(1)A$0485,462D
Common Stock05/11/2026D485,462D(2)0D
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).
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) executive Robert Rosenthal report?

Robert Rosenthal reported a grant of 68,750 Udemy common shares under a performance-based RSU award and a disposition of 485,462 Udemy shares to the issuer. Following these transactions, he reported holding no Udemy common stock directly, reflecting merger-related equity adjustments.

How many Udemy (UDMY) shares did Robert Rosenthal dispose of in this Form 4?

Robert Rosenthal reported a disposition of 485,462 shares of Udemy common stock to the issuer at a stated price of $0.0000 per share. This disposition reduced his directly reported Udemy common stock holdings to zero in connection with the merger transaction described.

What was the size of Robert Rosenthal’s new equity award in Udemy (UDMY)?

He received a grant of 68,750 shares of Udemy common stock under a performance-based restricted stock unit award effective August 15, 2025. The award’s performance conditions were deemed achieved upon a change of control, after which it was subject only to time-based vesting conditions.

How does the Coursera–Udemy merger affect Udemy (UDMY) common shareholders?

At the merger’s Effective Time, each outstanding share of Udemy common stock, other than excluded shares, was converted into the right to receive 0.800 shares of Coursera common stock. This fixed 0.800-for-1 exchange ratio applied to all eligible Udemy common shares.

What happened to Udemy (UDMY) RSU awards in the Coursera merger?

Each Udemy RSU award not subject to performance conditions and not for non-employee director service was assumed by Coursera. These RSUs converted into Coursera RSUs covering shares equal to Udemy RSUs multiplied by 0.800, rounded to the nearest whole Coursera share.

How were performance-based Udemy (UDMY) PSU awards treated at the merger?

Immediately before the merger’s Effective Time, a change of control was deemed to occur for the PSU award. The award was treated as achieved at the greater of target or actual performance, and thereafter was subject only to time-based vesting requirements going forward.