SCHEDULE: Caledonia Funds Report 9.54% Stake in Udemy

Caledonia (Private) Investments Pty Limited and Caledonia US, LP have filed an amendment to their Schedule 13G, reporting a 9.54% beneficial ownership stake in Udemy, Inc. as of September 30, 2025.

Summary

• Caledonia (Private) Investments Pty Limited and Caledonia US, LP collectively beneficially own 13,958,917 shares of Udemy, Inc. Common Stock.
• This ownership represents 9.54% of the class of securities.
• The reporting persons hold shared voting power and shared dispositive power over all 13,958,917 shares.
• The filing is an Amendment No. 3 to a Schedule 13G, indicating a passive investment strategy.
• The event date requiring this statement is September 30, 2025, with the filing signed on November 14, 2025.

Sentiment

Score: 6

Explanation: The filing indicates a substantial passive investment by Caledonia funds in Udemy, which can be viewed as a positive signal of institutional confidence. However, as a Schedule 13G, it primarily serves as a disclosure of ownership and does not contain operational or financial performance data, thus limiting its direct impact on sentiment. The unusual future dates are a minor point of concern for clarity.

Positives

• The disclosure of a significant 9.54% institutional investment by Caledonia funds may signal confidence in Udemy's long-term prospects.
• The filing explicitly states a passive investment strategy, indicating no intent to influence control of the issuer.

Negatives

• No specific negative information regarding Udemy's operations or financial health is contained within this beneficial ownership statement.

Risks

• No specific risks related to Udemy's operations or financial health are disclosed in this beneficial ownership statement.
• The stated 'Date of Event Which Requires Filing of this Statement' (September 30, 2025) and the signature date (November 14, 2025) are both in the future, which is highly unusual for an SEC filing and could indicate a clerical error or a specific forward-looking reporting requirement that might introduce uncertainty if not clarified.

Future Outlook

NA

Management Comments

• I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing indicates continued institutional interest in the online education sector, represented by Udemy. Large passive stakes by investment firms like Caledonia can be seen as a vote of confidence in the long-term growth potential of companies operating in the digital learning space, which has seen significant expansion and transformation in recent years.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional holder (9.54%) may provide a degree of confidence or stability, indicating that a large investor sees value in the company.
• Management: Awareness of a large passive holder may influence strategic decisions, though the filing explicitly states no intent to influence control.

Next Steps

• Caledonia (Private) Investments Pty Limited and Caledonia US, LP will be responsible for timely filing future amendments to this statement if their beneficial ownership changes significantly (e.g., crosses a 1% threshold up or down, or if their intent changes from passive to active).

Key Dates

Recommendation

The filing reveals a significant institutional stake of 9.54% in Udemy by Caledonia funds, which is a notable vote of confidence from a large investor. However, as a Schedule 13G, it provides no new operational or financial performance data to warrant a change in investment thesis. The passive nature of the investment suggests no immediate catalyst for control changes. Therefore, a 'hold' recommendation is appropriate, acknowledging the institutional backing while awaiting further fundamental company updates. The unusual future dates in the filing are a minor anomaly but do not fundamentally alter the investment stance based solely on this ownership disclosure.

Keywords

Udemy, UDMY, Caledonia, Schedule 13G, beneficial ownership, institutional investment, common stock, education technology, edtech