[Form 4] Udemy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Udemy, Inc. director and 10% owner Jeffrey Lieberman reported disposing all of his reported Udemy common stock back to the company. On May 11, 2026, an indirect holding of 38,032,260 shares and a direct holding of 147,477 shares were each recorded as a “Disposition to issuer” at a stated price of $0.00 per share, leaving 0 shares reported following each transaction. The filing notes that details of the indirect ownership are described in Exhibit 99.1.

Insights

Insider transactions analyst

Large insider stake was surrendered back to Udemy, not sold on the market.

The Form 4 shows Jeffrey Lieberman, a director and 10% owner, recording two Code D transactions in Udemy common stock. Code D is described as a “Disposition to issuer”, meaning the shares went back to Udemy rather than being sold in the open market.

The transactions cover an indirect position of 38,032,260 shares and a direct position of 147,477 shares, both at a reported price of $0.00 per share. After each transaction, the reported holdings are 0 shares, indicating no remaining position is shown in this filing. The nature of the indirect ownership and any structural details are referenced only as “See Exhibit 99.1.”

Because these are transfers to the issuer at a zero stated price, they differ from typical open‑market insider sales and may reflect internal ownership or capitalization changes rather than a market transaction. The Form 4 excerpt does not specify further terms; additional context, if any, would be in Exhibit 99.1 and subsequent company disclosures.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lieberman Jeffrey

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	147,477	$0.00	--
Disposition	Common Stock	38,032,260	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, See footnotes)

Footnotes (1)

1. See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1

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^*

Lieberman Jeffrey

(Last) (First) (Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(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	X	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		147,477	D	(1)	0	D
Common Stock	05/11/2026		D		38,032,260	D	(1)	0	I	See footnotes(2)(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

Remarks:

Exhibit 99.1 - Explanation of Responses

	/s/ Jeffrey Lieberman	05/13/2026
	** 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 Jeffrey Lieberman report at Udemy (UDMY)?

Jeffrey Lieberman reported a disposition of Udemy common stock back to the issuer. On May 11, 2026, he recorded two Code D “Disposition to issuer” transactions covering both indirect and direct holdings, with zero shares reported as owned afterward.

How many Udemy (UDMY) shares were disposed of in Jeffrey Lieberman’s Form 4?

The Form 4 lists 38,032,260 Udemy common shares disposed from an indirect holding and 147,477 shares from a direct holding. Both transactions are coded as “Disposition to issuer,” with total shares following each transaction reported as zero.

Did Jeffrey Lieberman sell Udemy (UDMY) shares in the open market?

The transactions are coded as “D” for Disposition to issuer, not open‑market sales. The filing shows shares of common stock transferred back to Udemy at a stated price of $0.00 per share, rather than being sold on an exchange.

What is Jeffrey Lieberman’s Udemy (UDMY) ownership after these transactions?

After the May 11, 2026 transactions, the Form 4 reports total shares following each transaction as zero. This applies to both the indirect holding of 38,032,260 shares and the direct holding of 147,477 shares of Udemy common stock.

How are Jeffrey Lieberman’s indirect Udemy (UDMY) holdings described in the Form 4?

The indirect holding of 38,032,260 Udemy common shares is flagged with “See footnotes” for the nature of ownership. The only detail in the excerpt is a reference to Exhibit 99.1, which is indicated as the source of the full ownership description.

What does Code D 'Disposition to issuer' mean in the Udemy (UDMY) Form 4?

Code D, labeled “Disposition to issuer,” indicates shares were transferred back to Udemy rather than sold to third parties. In this filing, both the large indirect position and the smaller direct position in Udemy common stock are reported under this transaction code.