Udemy (UDMY) director Lydia Paterson granted 3,246 RSUs in lieu of cash

Rhea-AI Filing Summary

Paterson Lydia reported acquisition or exercise transactions in this Form 4 filing.

Udemy, Inc. director Lydia Paterson received a grant of 3,246 restricted stock units (RSUs) of common stock as compensation. These RSUs were granted under Udemy’s 2021 Equity Incentive Plan, vest immediately upon grant, and were taken in lieu of a cash retainer.

The settlement of these RSUs is deferred until the earlier of January 1, 2029 or her separation of service from Udemy, meaning the shares will be delivered at that future time. Following this award, she directly holds 95,171 shares/units of Udemy common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Paterson Lydia

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,246	$0.00	--

Holdings After Transaction: Common Stock — 95,171 shares (Direct)

Footnotes (1)

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Key Figures

RSU grant size: 3,246 RSUs Transaction price per RSU: $0.00 per unit Shares held after transaction: 95,171 shares +1 more

4 metrics

RSU grant size 3,246 RSUs Director award of restricted stock units on March 31, 2026

Transaction price per RSU $0.00 per unit Compensation grant, not a market purchase

Shares held after transaction 95,171 shares Direct holdings following the RSU grant

Deferred settlement date January 1, 2029 Latest date for RSU settlement, or earlier on separation

Key Terms

restricted stock units ("RSUs"), 2021 Equity Incentive Plan, cash retainer, separation of service

4 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2021 Equity Incentive Plan financial

"RSUs granted pursuant to the issuer's 2021 Equity Incentive Plan."

cash retainer financial

"The reporting person has elected to receive RSUs in lieu of a cash retainer"

separation of service financial

"defer the settlement of the RSUs to the earlier of January 1, 2029 or separation of service from the issuer."

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

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^*

Paterson Lydia

(Last) (First) (Middle)

600 HARRISON ST

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)
03/31/2026

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	03/31/2026		A		3,246(1)	A	$0	95,171	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. Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. The RSUs vest immediately upon grant. The reporting person has elected to receive RSUs in lieu of a cash retainer and defer the settlement of the RSUs to the earlier of January 1, 2029 or separation of service from the issuer.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	04/01/2026
	** 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 did Udemy (UDMY) director Lydia Paterson report in this Form 4?

Lydia Paterson reported receiving 3,246 restricted stock units (RSUs) of Udemy common stock. The award is compensation under the 2021 Equity Incentive Plan, taken instead of a cash retainer, and increases her direct holdings to 95,171 shares after the transaction.

How many Udemy (UDMY) shares does Lydia Paterson hold after this RSU grant?

After the RSU grant, Lydia Paterson holds 95,171 shares or units of Udemy common stock directly. This total reflects the new 3,246 RSUs awarded as part of her director compensation, which vest immediately but will be settled at a later date.

What are the key terms of the 3,246 RSUs granted to Udemy (UDMY) director Lydia Paterson?

The 3,246 RSUs were granted under Udemy’s 2021 Equity Incentive Plan, vest immediately upon grant, and are in lieu of a cash retainer. Settlement of the RSUs is deferred until the earlier of January 1, 2029 or her separation from Udemy.

When will Lydia Paterson’s Udemy (UDMY) RSUs be settled into shares?

The RSUs will be settled into Udemy shares at the earlier of January 1, 2029 or Lydia Paterson’s separation of service from the company. Until settlement, the grant represents a deferred equity-based component of her director compensation package.

Was there a purchase price for Lydia Paterson’s Udemy (UDMY) RSU grant?

The RSU grant lists a price of $0.00 per share because it is a compensation award, not a market purchase. She effectively receives 3,246 RSUs in exchange for forgoing a cash retainer as part of Udemy’s director compensation structure.

Is Lydia Paterson’s Udemy (UDMY) Form 4 transaction a routine compensation award?

Yes. The filing describes 3,246 RSUs granted under Udemy’s 2021 Equity Incentive Plan, received instead of a cash retainer. Such equity awards are typically part of standard director compensation programs rather than discretionary open-market buying or selling.