Form 4: Udemy CEO Hugo Sarrazin's Ownership Changes Post-Merger

Udemy President and CEO Hugo Sarrazin reports changes in beneficial ownership of Udemy common stock following the company's merger with Coursera.

Summary

• Hugo Sarrazin, President and CEO of Udemy, Inc., has reported changes in his beneficial ownership of the company's common stock.
• These changes are a result of the merger between Udemy, Inc. and Coursera, Inc., which became effective on May 11, 2026.
• Sarrazin acquired 168,750 shares of common stock under a performance-based restricted stock unit (PSU) award, which was deemed achieved due to a change of control prior to the merger.
• Following the merger, each share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock.
• Sarrazin's direct beneficial ownership of Udemy common stock decreased by 1,400,576 shares and 47,580 shares were disposed of.
• His total beneficial ownership of Udemy common stock following these transactions is 1,400,576 shares, held indirectly through The Sarrazin Revocable Trust.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily reporting on the mechanical changes in beneficial ownership resulting from a completed merger, rather than new operational or financial performance indicators.

Positives

• Performance-based restricted stock units (PSUs) were deemed achieved due to the change of control, indicating potential for executive compensation realization.
• The merger with Coursera, Inc. has been completed, signifying a significant strategic event for Udemy.

Negatives

• A significant number of Udemy common stock shares (1,400,576) were disposed of as part of the merger conversion.
• The direct beneficial ownership of Udemy common stock by the CEO has been reduced due to the merger's share conversion ratio.

Risks

• The conversion ratio of 0.800 Coursera shares for each Udemy share may result in a perceived dilution of value for former Udemy shareholders.
• Integration challenges following the merger with Coursera could impact future performance and executive focus.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. The primary information relates to the completion of the merger and the resulting changes in beneficial ownership.

Management Comments

• The performance-based restricted stock unit (PSU) award was deemed achieved based on the greater of target and actual performance due to a change of control.
• The PSU award was subject only to time-based vesting conditions immediately prior to the merger's effective time.
• Each share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant corporate event, the acquisition of Udemy by Coursera. Such mergers often lead to adjustments in executive compensation structures and beneficial ownership reporting as shares are converted and new equity awards are assumed.

Stakeholder Impact

• Shareholders: Former Udemy shareholders now hold Coursera stock, with their ownership stake adjusted by the 0.800 conversion ratio.
• Employees: Employees holding Udemy stock options or restricted stock units will have them converted into Coursera equity awards.
• Management: Executives like Hugo Sarrazin are reporting changes in their beneficial ownership reflecting the merger's terms.

Next Steps

• Shareholders will now hold Coursera common stock based on the conversion ratio.
• Further filings may be expected from Udemy executives regarding their holdings in Coursera.

Key Dates

Keywords

Udemy, Coursera, Merger, Form 4, Beneficial Ownership, Stock, Executive Compensation, Hugo Sarrazin, SEC Filing, Restricted Stock Units