Udemy (UDMY) director’s 93,657 shares cancelled, converted into Coursera stock

Rhea-AI Filing Summary

Udemy, Inc. director Natalie Schechtman reported a disposition of 93,657 shares of Udemy common stock back to the issuer, leaving her with zero Udemy shares directly held. The transaction is coded as a disposition to the issuer and reflects the completion of Udemy’s merger with Coursera, Inc.

Under the Agreement and Plan of Merger, a Coursera subsidiary merged into Udemy, making Udemy a wholly owned subsidiary of Coursera. At the effective time of the merger, each issued and outstanding share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock. Certain director restricted stock unit awards tied to Udemy shares were also converted into Coursera common stock using the same 0.800 exchange ratio.

Insights

Equity compensation and M&A specialist

Director’s Udemy shares were cancelled and converted into Coursera stock as part of the merger.

The filing shows Natalie Schechtman disposed of 93,657 Udemy common shares in a transaction coded as a disposition to the issuer. This aligns with Udemy becoming a wholly owned subsidiary of Coursera, Inc. through a merger.

Footnotes explain that at the merger’s effective time, each Udemy share converted into the right to receive 0.800 shares of Coursera common stock. Director restricted stock units on Udemy stock were similarly converted, using the same 0.800 exchange ratio, rounded to the nearest whole Coursera share.

This is a non-cash structural change rather than an open-market sale, and the director’s Udemy holdings go to zero because the company is now owned by Coursera. The economic value continues through the new Coursera share position created by the merger terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schechtman Natalie

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	93,657	$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: 93,657 shares Shares held after transaction: 0 shares Udemy–Coursera exchange ratio: 0.800 shares +2 more

5 metrics

Shares disposed 93,657 shares Udemy common stock returned to issuer in merger

Shares held after transaction 0 shares Direct Udemy holdings of Natalie Schechtman after merger

Udemy–Coursera exchange ratio 0.800 shares Coursera common stock per 1 Udemy common share at effective time

Director RSU conversion ratio 0.800 shares Coursera shares per Udemy share subject to Director RSU Award

Transaction code D Disposition to issuer of Udemy common stock

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..."

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

"was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award")..."

Merger Sub regulatory

"Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer..."

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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^*

Schechtman Natalie

(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		93,657	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 Natalie Schechtman report?

Natalie Schechtman reported a disposition of 93,657 shares of Udemy common stock to the issuer. The transaction reduced her directly held Udemy shares to zero and reflects shares being cancelled in connection with Udemy’s merger into Coursera, Inc.

How does the Udemy (UDMY) and Coursera merger affect Udemy common stock?

At the merger’s effective time, each issued and outstanding share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock. Udemy continues as a wholly owned Coursera subsidiary rather than a standalone public company.

What does the 0.800 exchange ratio mean for Udemy (UDMY) shareholders?

The 0.800 exchange ratio means each Udemy common share became a right to receive 0.800 Coursera common shares. This fixed-share conversion determines how many Coursera shares former Udemy investors receive when their Udemy equity is cancelled in the merger.

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

Each director restricted stock unit award tied to Udemy common stock was converted into Coursera common stock. The number of Coursera shares equals the Udemy shares subject to the award multiplied by 0.800, rounded to the nearest whole Coursera share at the effective time.

Why does the Form 4 show a zero price for the Udemy (UDMY) share disposition?

The Form 4 shows a zero price because the disposition is a structural cancellation to the issuer, not a cash sale. Economic value is preserved through the separate conversion right, where each Udemy share is exchanged for 0.800 Coursera common shares under the merger agreement.