Form 4: Udemy Executive's Ownership Changes Post-Merger

Udemy's Chief Technology Officer, Ozzie J. Goldschmied, reported changes in beneficial ownership following the company's merger with Coursera.

Summary

• Ozzie J. Goldschmied, Chief Technology Officer of Udemy, Inc., filed a Form 4 detailing transactions related to his beneficial ownership of Udemy common stock.
• The transactions occurred on May 11, 2026, and are linked to the merger between Udemy, Inc. and Coursera, Inc.
• Goldschmied acquired 34,375 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, these shares were converted into the right to receive 0.800 shares of Coursera common stock for each Udemy share.

Sentiment

Score: 5

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

Positives

• Ozzie J. Goldschmied's performance-based restricted stock units were deemed achieved due to the merger, indicating a positive outcome for this award.
• The merger agreement facilitated the conversion of Udemy stock and awards into Coursera stock and awards, providing a clear path forward for executive equity.

Negatives

• The filing reflects a disposition of 666,767 shares of Udemy common stock, indicating a significant reduction in direct beneficial ownership of Udemy stock.
• The conversion ratio of 0.800 Coursera shares for each Udemy share implies a valuation adjustment that may not be favorable to all former Udemy shareholders.

Risks

• The merger introduces integration risks as Udemy becomes a subsidiary of Coursera, potentially impacting operational strategies and employee roles.
• The conversion of equity awards into Coursera stock subjects executives to the future performance and market valuation of Coursera.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from management regarding future financial performance. The primary outlook is tied to the successful integration of Udemy into Coursera and the subsequent performance of Coursera's stock.

Management Comments

• The filing details the conversion of Udemy common stock and restricted stock unit awards into Coursera common stock and restricted stock unit awards at a ratio of 0.800 Coursera shares per Udemy share.
• Performance-based restricted stock units were deemed achieved due to a change of control prior to the merger, subject only to time-based vesting conditions.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant corporate event, the acquisition of Udemy by Coursera. Such transactions are common in the online education technology sector as companies seek scale, market share, and synergistic efficiencies. The conversion of equity awards is a standard procedure in mergers and acquisitions, aligning executive interests with the acquiring entity.

Comparison to Industry Standards

• The conversion ratio of 0.800 Coursera shares per Udemy share is a specific outcome of the negotiated merger terms. Industry standards for such ratios vary widely based on the relative valuations, strategic fit, and negotiation leverage of the companies involved.
• The treatment of performance-based restricted stock units (PSUs) as achieved due to a change of control is a common practice in M&A to ensure executives are compensated for meeting performance targets that were in place prior to the acquisition.
• The assumption and conversion of restricted stock units (RSUs) by the acquiring company (Coursera) into equivalent awards for Coursera stock is a standard industry practice to retain key talent post-acquisition.

Stakeholder Impact

• Shareholders: Former Udemy shareholders now hold Coursera stock, subject to Coursera's market performance and future strategic decisions.
• Employees: Employees of Udemy may experience changes in roles, responsibilities, and benefits as the company integrates with Coursera.
• Management: Executives like Ozzie J. Goldschmied have had their equity holdings converted, aligning their future compensation with Coursera's performance.

Next Steps

• Continued monitoring of Ozzie J. Goldschmied's beneficial ownership of Coursera stock.
• Observation of Udemy's integration into Coursera's operations and financial reporting.

Key Dates

Keywords

Form 4, SEC Filing, Udemy, Coursera, Merger, Ozzie J. Goldschmied, Beneficial Ownership, Restricted Stock Units, Stock Conversion, Executive Compensation