Udemy president logs merger-related stock grant, disposition
Udemy, Inc. President, Udemy Business, Robert Rosenthal reported two stock transactions.
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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.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Rosenthal Robert
Role
President, Udemy Business
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 68,750 | $0.00 | $0.00 |
| Disposition | Common Stock | 485,462 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. 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.
- F2. 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
Shares disposed to issuer: 485,462 shares
PSU award grant size: 68,750 shares
Coursera exchange ratio: 0.800 shares
+1 more
4 metrics
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
Key Terms
performance-based restricted stock unit, Agreement and Plan of Merger, change of control, Effective Time, +1 more
5 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 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"
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 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
