Form 4: Udemy Executive Robert Rosenthal Reports Stock Transactions

Robert Rosenthal, President of Udemy Business, reported transactions involving Udemy, Inc. common stock, including the acquisition of performance-based restricted stock units and their subsequent conversion following a merger.

Summary

• Robert Rosenthal, President of Udemy Business, reported a transaction on May 11, 2026.
• This transaction involved the acquisition of 68,750 shares of common stock under a performance-based restricted stock unit (PSU) award.
• The PSU award was granted on August 15, 2025, and was subject to time-based vesting conditions after a change of control was deemed to occur.
• The filing also details the conversion of Udemy common stock into Coursera common stock following the merger between Udemy, Inc. and Coursera, Inc.
• Each share of Udemy common stock was converted into the right to receive 0.800 shares of Coursera common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on routine executive stock transactions and the mechanics of a merger conversion rather than new financial performance or strategic shifts.

Positives

• Acquisition of 68,750 shares under a performance-based restricted stock unit award, indicating potential for executive compensation tied to performance.
• The PSU award was deemed achieved based on the greater of target and actual performance, suggesting strong performance metrics were met.
• The conversion ratio of 0.800 Coursera shares per Udemy share indicates a defined exchange rate in the merger.

Negatives

• The filing details the disposition of 485,462 shares, which could represent a significant sale or transfer of ownership.
• The merger with Coursera, Inc. means Udemy, Inc. will cease to exist as an independent entity, which may have implications for its brand and operations.

Risks

• The merger with Coursera, Inc. introduces integration risks and potential changes in corporate strategy and culture.
• The conversion of stock and equity awards into Coursera securities may subject holders to the risks associated with Coursera's business and stock performance.

Future Outlook

The future outlook is tied to the performance of Coursera, Inc. following the merger, as Udemy's common stock and equity awards have been converted into Coursera common stock and restricted stock units.

Management Comments

• The PSU award was deemed achieved based on the greater of target and actual performance, and subsequently subject only to time-based vesting conditions prior to the merger.
• 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 common post-merger scenario where executive equity awards are converted into the acquiring company's securities, aligning executive interests with the new corporate structure.

Stakeholder Impact

• Shareholders: Udemy shareholders now hold Coursera stock, subject to Coursera's market performance and strategic direction.
• Employees: Employees with equity awards will see their awards converted into Coursera equity, impacting their compensation and potential future gains.
• Management: Executives like Robert Rosenthal have their compensation structures adjusted to reflect the new ownership under Coursera.

Next Steps

• Integration of Udemy's business operations into Coursera.
• Ongoing vesting and potential exercise of converted Coursera equity awards by executives.

Key Dates

Keywords

Form 4, SEC Filing, Udemy, Udemy Inc, UDMY, Robert Rosenthal, Stock Transaction, Restricted Stock Units, PSU, Merger, Coursera, Executive Compensation