UDMY / Udemy, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة يوديمي
US ˙ NasdaqGS ˙ US9026851066

الإحصائيات الأساسية
LEI 2549000T304QU9SAM180
CIK 1607939
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Udemy, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
July 31, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

July 31, 2025 EX-10.2

Employee Stock Purchase Plan of the Registrant, as amended and restated effective May 19, 2025

Exhibit 10.2 UDEMY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Adopted September 15, 2021 Approved by stockholders September 24, 2021 As amended and restated May 19, 2025 (the “Second Amendment Effective Date”) 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Compan

July 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Udemy, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 30, 2025 EX-99.1

Udemy Reports Second Quarter 2025 Results First quarter under new CEO delivers GAAP profitability while establishing foundation for accelerated growth Achieved milestone of more than 200,000 paid consumer subscribers

Udemy Reports Second Quarter 2025 Results First quarter under new CEO delivers GAAP profitability while establishing foundation for accelerated growth Achieved milestone of more than 200,000 paid consumer subscribers SAN FRANCISCO –– Jul.

June 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Udemy, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 18, 2025 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 16, 2025

Exhibit 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Udemy, Inc. Udemy, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies as follows: 1. The name of the Company is "Udemy, Inc." The Company's original certificate of incorporation was filed with the Secretary of State of the State of Delaw

June 11, 2025 EX-10.2

Consulting Agreement, dated June 11, 2025, by and between the

Exhibit 10.2 UDEMY, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of June 11, 2025 (the “Effective Date”) by and between Udemy, Inc., a Delaware corporation with its principal place of business at 600 Harrison Street, Third Floor, San Francisco, CA 94107 (the “Company”), and Ozzie Goldschmied, an individual (“Consultant”) (each, a “Party”). WHER

June 11, 2025 EX-10.1

Employment Offer Letter, dated June 9, 2025, by and between the

Exhibit 10.1 [Letterhead of Udemy, Inc.] Employment Offer Letter June 9, 2025 Dear Eren, Your contributions to Udemy cannot be overstated. Most recently, your leadership, vision, and enthusiasm as Udemy’s Chief Technology Officer have been pivotal to the continued growth and success of the Company. We are thrilled to have you continue to drive innovation at Udemy in a new and exciting capacity. I

June 11, 2025 EX-99.1

Udemy Bolsters Leadership Team with Appointment of New Chief Technology Officer to Accelerate Product Roadmap and Technology Innovation Human capital management technology leader, Ozzie Goldschmied, brings over 30 years of industry experience to acce

Exhibit 99.1 Udemy Bolsters Leadership Team with Appointment of New Chief Technology Officer to Accelerate Product Roadmap and Technology Innovation Human capital management technology leader, Ozzie Goldschmied, brings over 30 years of industry experience to accelerate Udemy’s next chapter of global growth Founder Eren Bali transitions to Head of Innovation role focused on product vision and AI ad

June 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2025 Udemy, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

June 3, 2025 EX-99.1

Udemy Secures $200 Million Revolving Credit Facility New facility enhances financial flexibility to invest in future growth initiatives

Udemy Secures $200 Million Revolving Credit Facility New facility enhances financial flexibility to invest in future growth initiatives SAN FRANCISCO—June 3, 2025—Udemy (Nasdaq: UDMY), a leading AI-powered skills development platform with nearly 80 million users globally, today announced the closing of a new $200 million senior secured revolving credit facility (“the Facility”).

June 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Udemy, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

June 3, 2025 EX-10.1

as guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of May 30, 2025 among UDEMY, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., and MUFG BANK, LTD. as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings

May 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

April 30, 2025 EX-99.1

Udemy Reports First Quarter 2025 Results Exceeds high end of guidance ranges for Revenue and Adjusted EBITDA Launches Career Accelerators, AI-powered subscription learning paths to fast-track professional growth

Udemy Reports First Quarter 2025 Results Exceeds high end of guidance ranges for Revenue and Adjusted EBITDA Launches Career Accelerators, AI-powered subscription learning paths to fast-track professional growth SAN FRANCISCO –– Apr.

April 30, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 25, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

April 2, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 12, 2025 EX-10.1

Employment Letter, dated March 11, 2025, by and between Udemy, Inc. and Hugo Sarrazin

Exhibit 10.1 Employment Letter March 11, 2025 Hugo Sarrazin Dear Hugo: This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment. 1. Position. Your title will be Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”). This is a full-time, remote position, provid

March 12, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 12, 2025 EX-99.1

Udemy Appoints Hugo Sarrazin as Chief Executive Officer Experienced SaaS and AI veteran to lead Udemy through its next phase of growth Company reaffirms financial outlook provided on February 13, 2025

Exhibit 99.1 Udemy Appoints Hugo Sarrazin as Chief Executive Officer Experienced SaaS and AI veteran to lead Udemy through its next phase of growth Company reaffirms financial outlook provided on February 13, 2025 SAN FRANCISCO—March 12, 2025— Udemy (Nasdaq: UDMY), a leading online skills marketplace and learning platform, today announced the appointment of Hugo Sarrazin as President, Chief Execut

March 12, 2025 EX-10.3

ransition Agreement, dated March 11, 2025, by and between the Registrant and Greg Brown

Exhibit 10.3 TRANSITION AGREEMENT This Transition Agreement (“Transition Agreement”) is made by and between Greg Brown (“Employee”) and Udemy Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed an Employment Agreement with the Company on January 6, 2023 confirming

March 12, 2025 EX-10.2

Change in Control and Severance Agreement, dated March 11, 2025, by and between Udemy, Inc. and Hugo Sarrazin

Exhibit 10.2 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Hugo Sarrazin (the “Executive”), effective as of March 12, 2025 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection

February 19, 2025 S-8

As filed with the Securities and Exchange Commission on February 19, 2025

As filed with the Securities and Exchange Commission on February 19, 2025 Registration No.

February 19, 2025 EX-21.1

List of subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction CUX, Inc. United States (Delaware) Udemy Australia Pty Limited Australia Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik ve Muhendislik Hizmetleri Limited Sirketi Turkey Udemy India LLP India Udemy Servicos Promocionais Sociedade Limitada Brazil Udemy UK Limited United Kingdom Udemy Internation

February 19, 2025 EX-10.13

mployment Letter by and between the Registrant and Eren Bali

Exhibit 10.13 [Letterhead of Udemy, Inc.] Employment Letter July 28, 2024 Eren Bali [email protected] Dear Eren: This letter agreement (this “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment. 1.Position. Your title will be Chief Technology Officer, reporting to the Company’s Chief Executive Officer. This is a

February 19, 2025 EX-10.14

Form of Change in Control and Severance Agreement

Exhibit 10.14 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and (the “Executive”), effective as of (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection with the involuntary termin

February 19, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables FORM S-8 (Form Type) UDEMY, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.00001 par value per share Other

February 19, 2025 EX-4.3

Description of Common Stock of the Registrant

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on the Nasdaq Global Select Market under the symbol “UDMY.” The following description of

February 19, 2025 EX-10.15

by and between the Registrant and Venu Venugopal

Exhibit 10.15 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Venu Venugopal (the “Executive”), effective as of September 1, 2021 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in conne

February 19, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409

February 19, 2025 EX-19.1

Insider Trading Policy of the Registrant

Insider Trading Policy Insider Trading Policy Adoption Date: 09/15/2021 Last Amended: 11/16/2023 Version Number: 1.

February 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 13, 2025 EX-99.1

Udemy Reports Fourth Quarter and Full Year 2024 Results Closes year with strong performance, driven by 18% full year Enterprise revenue growth Delivers record Adjusted EBITDA and completes $150 million share repurchase program

Udemy Reports Fourth Quarter and Full Year 2024 Results Closes year with strong performance, driven by 18% full year Enterprise revenue growth Delivers record Adjusted EBITDA and completes $150 million share repurchase program SAN FRANCISCO –– Feb.

December 3, 2024 EX-99.1

Udemy Appoints Marylou Maco and Debra Chrapaty to its Board of Directors Marylou Maco brings more than 30 years of experience in driving revenue growth and expanding market share Debra Chrapaty brings 20 years of deep expertise in technology leadersh

Exhibit 99.1 Udemy Appoints Marylou Maco and Debra Chrapaty to its Board of Directors Marylou Maco brings more than 30 years of experience in driving revenue growth and expanding market share Debra Chrapaty brings 20 years of deep expertise in technology leadership and AI-powered innovation SAN FRANCISCO –– Dec. 3, 2024 –– Udemy (Nasdaq: UDMY), a leading online skills marketplace and learning plat

December 3, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 14, 2024 SC 13G/A

UDMY / Udemy, Inc. / Caledonia (Private) Investments Pty Ltd Passive Investment

SC 13G/A 1 caledonia-udmy093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Udemy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 902685106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

October 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 31, 2024 EX-10.1

Outside Director Compensation Policy

Exhibit 10.1 UDEMY, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Originally adopted and approved September 15, 2021, and effective as of October 28, 2021; as amended May 12, 2023, November 16, 2023, May 15, 2024, and September 1, 2024) Udemy, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Dir

October 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

October 29, 2024 EX-99.1

Udemy Reports Third Quarter 2024 Results Delivered stronger-than-expected profitability driven by disciplined approach to operational efficiency Surpassed $500 million in Udemy Business Annual Recurring Revenue Raises Full Year 2024 Outlook

Udemy Reports Third Quarter 2024 Results Delivered stronger-than-expected profitability driven by disciplined approach to operational efficiency Surpassed $500 million in Udemy Business Annual Recurring Revenue Raises Full Year 2024 Outlook SAN FRANCISCO –– Oct.

September 16, 2024 8-K

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Udemy, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 16, 2024 EX-99.1

Udemy Founder Eren Bali Returns as Chief Technology Officer Appointment of co-founder and longtime board member as CTO reflects Udemy’s commitment to accelerating the company's product strategy, leading the evolution of learning with AI, and deliveri

Exhibit 99.1 Udemy Founder Eren Bali Returns as Chief Technology Officer Appointment of co-founder and longtime board member as CTO reflects Udemy’s commitment to accelerating the company's product strategy, leading the evolution of learning with AI, and delivering innovation and value to all customers SAN FRANCISCO –– Aug. 16, 2024 — Udemy (Nasdaq: UDMY), a leading online skills marketplace and l

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 1, 2024 EX-10.1

Employment Letter by and between the Registrant and Robert Rosenthal

Exhibit 10.1 [Letterhead of Udemy, Inc.] Employment Letter May 1, 2024 Rob Rosenthal Dear Rob: This letter agreement (this “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment. 1.Position. Your title will be Chief Revenue Officer, reporting to the Company’s Chief Executive Officer. This is a full-time position, b

July 31, 2024 EX-99.1

Udemy Reports Second Quarter 2024 Results Delivered Q2 revenue at the high-end of guidance and exceeded Adjusted EBITDA expectations Udemy Business revenue increased 19% year-over-year, including the negative impact of 2 percentage points from change

Udemy Reports Second Quarter 2024 Results Delivered Q2 revenue at the high-end of guidance and exceeded Adjusted EBITDA expectations Udemy Business revenue increased 19% year-over-year, including the negative impact of 2 percentage points from changes in FX rates Surpassed milestone of one billion course enrollments since inception Announced strategic shift to focus on the highest-growth large ent

July 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 5, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 2, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

May 2, 2024 EX-99.1

Udemy Reports First Quarter 2024 Results Udemy Business revenue grew 24% year-over-year Company now has more than 16,000 enterprise customers around the world Board authorizes $50 million expansion of share repurchase program to $150 million

Udemy Reports First Quarter 2024 Results Udemy Business revenue grew 24% year-over-year Company now has more than 16,000 enterprise customers around the world Board authorizes $50 million expansion of share repurchase program to $150 million San Francisco, CA / May 2, 2024 - Udemy (Nasdaq: UDMY), a leading online skills marketplace and learning platform, today reported results for the three-month period ended March 31, 2024.

April 11, 2024 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 11, 2024 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 26, 2024 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables FORM S-8 (Form Type) UDEMY, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.00001 par value per s

February 26, 2024 S-8

As filed with the Securities and Exchange Commission on February 26, 2024

As filed with the Securities and Exchange Commission on February 26, 2024 Registration No.

February 26, 2024 EX-10.17

Form of Change in Control and Severance Agreement between the Registrant and its executive officers*

Exhibit 10.17 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and (the “Executive”), effective as of (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection with the involuntary termin

February 26, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409

February 26, 2024 EX-97.1

Amended and Restated Clawback Policy

Exhibit 97.1 UDEMY, INC. AMENDED AND RESTATED CLAWBACK POLICY Adopted April 18, 2023; as amended August 10, 2023 Udemy, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has adopted this Amended and Restated Clawback Policy (this “Policy”), which supersedes in

February 26, 2024 EX-10.7

Outside Director Compensation Policy*

Exhibit 10.7 UDEMY, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Originally adopted and approved September 15, 2021, and effective as of October 28, 2021; as amended May 12, 2023 and November 16, 2023) Udemy, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective t

February 14, 2024 SC 13G/A

US9026851066 / Udemy Inc / Caledonia (Private) Investments Pty Ltd Passive Investment

SC 13G/A 1 caledonia-udmy123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Udemy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 14, 2024 EX-99.2

Udemy Announces Share Repurchase Program Program authorizes the purchase of up to $100 million of company stock

Udemy Announces Share Repurchase Program Program authorizes the purchase of up to $100 million of company stock SAN FRANCISCO — February 14, 2024 — Udemy (Nasdaq: UDMY), a leading online skills marketplace and learning platform, today announced its Board of Directors approved a share repurchase program, authorizing the purchase of up to $100 million of the Company’s common stock, effective immediately.

February 14, 2024 EX-99.1

Udemy Reports Fourth Quarter and Full Year 2023 Results Udemy Business full-year 2023 revenue grew 34% year-over-year, driven by the global transformation to a skills-based economy and demand for generative AI professional skills Platform adds 10 mil

Udemy Reports Fourth Quarter and Full Year 2023 Results Udemy Business full-year 2023 revenue grew 34% year-over-year, driven by the global transformation to a skills-based economy and demand for generative AI professional skills Platform adds 10 million learners and more than 1,800 net new Enterprise customers in 2023 Board of Directors approved share repurchase program of up to $100 million San Francisco, CA / February 14, 2024 - Udemy (Nasdaq: UDMY), a leading online skills marketplace and learning platform, today reported results for the three- and twelve-month periods ended December 31, 2023.

February 13, 2024 SC 13G

US9026851066 / Udemy Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Udemy Inc Title of Class of Securities: Common Stock CUSIP Number: 902685106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c)

February 9, 2024 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 s020824b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional

February 9, 2024 SC 13G/A

US9026851066 / Udemy Inc / Insight Holdings Group, LLC - SCHEDULE 13G (AMENDMENT NO. 1) Passive Investment

SC 13G/A 1 s020824a.htm SCHEDULE 13G (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* UDEMY, INC. (Name of Issuer) COMMON STOCK, $0.00001 PAR VALUE PER SHARE (Title of Class of Securitie

November 2, 2023 EX-10.2

Change in Control and Severance Agreement by and between the Registrant and Prasad Raje

Exhibit 10.2 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Prasad Raje (the “Executive”), effective as of the Executive’s first day of employment with the Company (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in

November 2, 2023 EX-10.1

Confirmatory Employment Letter by and between the Registrant and Prasad Raje

Exhibit 10.1 Udemy, Inc. Employment Letter July 10, 2023 Prasad Raje Dear Prasad: This letter agreement (this “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment. 1.Position. Your title will be Chief Product Officer, reporting to the Company’s Chief Executive Officer. This is a full-time position, based out of o

November 2, 2023 EX-99.1

Subject: Updating subscription terms to enable key investments and business growth Dear Instructor Community, Since Udemy’s founding in 2010, we have become the largest professional skills marketplace in the world – helping connect expert instructors

Subject: Updating subscription terms to enable key investments and business growth Dear Instructor Community, Since Udemy’s founding in 2010, we have become the largest professional skills marketplace in the world – helping connect expert instructors with learners and organizations at incredible scale.

November 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 2, 2023 EX-99.1

Udemy Reports Third Quarter 2023 Results and Raises Full-Year Outlook Increased Udemy Business revenue 30% year-over-year Delivered second consecutive quarter of positive adjusted EBITDA Committed to first full year of positive adjusted EBITDA ahead

Udemy Reports Third Quarter 2023 Results and Raises Full-Year Outlook Increased Udemy Business revenue 30% year-over-year Delivered second consecutive quarter of positive adjusted EBITDA Committed to first full year of positive adjusted EBITDA ahead of plan in 2023 Achieved milestone of more than 100,000 paid Personal Plan subscribers San Francisco, CA / November 2, 2023 - Udemy (Nasdaq: UDMY), a company dedicated to transforming lives through learning, today reported results for the three- and nine-month periods ended September 30, 2023.

November 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 2, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 3, 2023 EX-10.1

Udemy, Inc. Outside Director Compensation Policy (as amended May 18, 2023)

Exhibit 10.1 UDEMY, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Originally adopted and approved September 15, 2021, and effective as of October 28, 2021; as amended May 18, 2023) Udemy, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain

August 3, 2023 EX-99.1

Udemy Reports Second Quarter 2023 Results •Udemy Business revenue increased 36% year-over-year, exceeding $100 million for the first time •Reported first quarter of positive adjusted EBITDA as a public company •Introduced a new Badging offering and I

Udemy Reports Second Quarter 2023 Results •Udemy Business revenue increased 36% year-over-year, exceeding $100 million for the first time •Reported first quarter of positive adjusted EBITDA as a public company •Introduced a new Badging offering and Integrated Skills Framework that will enable organizations to future-proof their workforce San Francisco, CA / August 3, 2023 - Udemy (Nasdaq: UDMY), a company dedicated to improving lives through learning, today reported results for the three- and six-month periods ended June 30, 2023.

August 3, 2023 EX-10.3

Change in Control and Severance Agreement by and between the Registrant and Genefa

Exhibit 10.3 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Genefa Murphy (the “Executive”), effective as of the Executive’s first day of employment with the Company (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change

August 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 3, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 3, 2023 EX-10.2

Confirmatory Employment Letter by and between the Registrant and Genefa Murphy

Exhibit 10.2 Udemy, Inc. Employment Letter May 18, 2023 Genefa Murphy Dear Genefa: This letter agreement (this “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment. 1.Position. Your title will be Chief Marketing Officer, reporting to the Company’s Chief Executive Officer. This is a full-time position, based out o

July 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 Udemy, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 13, 2023 EX-99.1

Udemy Appoints Sohaib Abbasi as Independent Chair of its Board of Directors Appointment adds extensive enterprise software experience from a seasoned board chairman and former CEO

Exhibit 99.1 Udemy Appoints Sohaib Abbasi as Independent Chair of its Board of Directors Appointment adds extensive enterprise software experience from a seasoned board chairman and former CEO SAN FRANCISCO, July 13, 2023 - Udemy (Nasdaq: UDMY), a company dedicated to improving lives through learning, announced that it has appointed Sohaib Abbasi as Independent Chair of its Board of Directors, eff

June 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Udemy, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 3, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 3, 2023 EX-10.1

, 2023, between Llibert Argerich and Udemy, Inc.

Exhibit 10.1 UDEMY, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”) by and between Udemy, Inc., a Delaware corporation with its principal place of business at 600 Harrison Street, Third Floor, San Francisco, CA 94107 (the “Company”), and Llibert Argerich, an individual (“Consultant”) (each, a “Party”). WHER

May 3, 2023 EX-99.1

Udemy Reports First Quarter 2023 Results •Udemy Business delivered 47% year-over-year revenue growth •Ending ARR grew 42% year-over-year to reach $396 million •Launched innovative AI-powered tool for instructors to develop coding exercises

Udemy Reports First Quarter 2023 Results •Udemy Business delivered 47% year-over-year revenue growth •Ending ARR grew 42% year-over-year to reach $396 million •Launched innovative AI-powered tool for instructors to develop coding exercises San Francisco, CA / May 3, 2023 - Udemy (Nasdaq: UDMY), a leading destination for learning and teaching online, today reported results for the three-month period ended March 31, 2023.

May 3, 2023 EX-10.4

Confirmatory Employment Letter between the Registrant and Stephanie Stapleton Sudbury

Exhibit 10.3 Udemy, Inc. Confirmatory Employment Letter March 1, 2023 Stephanie Stapleton 1860 Blake St., Suite 300 Denver, CO 80202 Dear Stephanie: This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms

May 3, 2023 EX-10.3

Change in Control and Severance Agreement by and between the Registrant and Stephanie Stapleton Sudbury

Exhibit 10.4 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Stephanie Stapleton Sudbury (the “Executive”), effective as of the date signed below (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Com

May 3, 2023 EX-10.2

Form of Performance-Based Restricted Stock Unit Award Agreement under 2021 Equity Incentive Plan

UDEMY, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AND RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Performance-Based Restricted Stock Unit Award and Restricted Stock Unit Agreement (the “Notice of Grant”), the Terms and Conditions of Performance-Based Restricted Stock Unit Award attached hereto as Exhibit A, t

May 3, 2023 EX-10.1

2021 Equity Incentive Plan, as amended and restated

Exhibit 10.1 UDEMY, INC. 2021 EQUITY INCENTIVE PLAN (As amended April 18, 2023) 1. Purposes of the Plan; Award Types. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, provide additional incentive to Service Providers, and promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options to any ISO Employee and th

May 2, 2023 CORRESP

* * *

May 2, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trades and Services 100 F Street, N.

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 d472499ddefa14a.htm DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

February 27, 2023 EX-21.1

List of subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction CUX, Inc. United States (Delaware) Udemy Australia Pty Limited Australia Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik Ve Muhendi Turkey Udemy India LLP India Udemy Servicos Promocionais Sociedade Limitada Brazil Udemy UK Limited United Kingdom

February 27, 2023 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables FORM S-8 (Form Type) UDEMY, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.00001 par value per s

February 27, 2023 EX-4.3

Description of common stock of the Registrant

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on the Nasdaq Global Select Market under the symbol “UDMY.” The following description of

February 27, 2023 EX-3.2

Amended and Restated Bylaws of the Registrant

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF UDEMY, INC. (initially adopted on January 20, 2010) (as amended effective November 30, 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS

February 27, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409

February 27, 2023 EX-10.13

Confirmatory Employment Letter by and between the Registrant and Karen Fascenda

Exhibit 10.13 Udemy, Inc. Employment Letter October 24, 2022 Karen Fascenda Dear Karen: This letter agreement (this “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment. 1.Position. Your title will be Chief People Officer, reporting to the Company’s Chief Executive Officer. This is a full-time position. Your work

February 27, 2023 EX-10.22

Change in Control and Severance Agreement by and between the Registrant and Karen Fascenda

Exhibit 10.22 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Karen Fascenda (the “Executive”), effective as of the Executive’s first day of employment with the Company (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a chang

February 27, 2023 EX-10.24

Change in Control and Severance Agreement by and between the Registrant and Richard Qiu

Exhibit 10.24 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Rich Qiu (the “Executive”), effective as of September 1, 2021 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection

February 27, 2023 EX-10.23

Change in Control and Severance Agreement by and between the Registrant and Kenneth Hirschman

Exhibit 10.23 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Kenneth Hirschman (the “Executive”), effective as of September 1, 2021 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in co

February 27, 2023 EX-10.14

Confirmatory Employment Letter by and between the Registrant and Kenneth Hirschman

Exhibit 10.14 Udemy, Inc. Confirmatory Employment Letter February 1, 2023 Kenneth Hirschman 600 Harrison Street San Francisco, CA 94107 Dear Ken: This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and

February 27, 2023 S-8

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

February 27, 2023 EX-10.15

Confirmatory Employment Letter by and between the Registrant and Richard Qiu

Exhibit 10.15 Udemy, Inc. Confirmatory Employment Letter February 1, 2023 Rich Qiu 600 Harrison Street San Francisco, CA 94107 Dear Rich: This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditi

February 14, 2023 SC 13G/A

US9026851066 / Udemy Inc / Stripes Holdings, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d413158dsc13ga.htm SC 13G/A UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1 - Exit Filing)* Udemy, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

February 14, 2023 SC 13G

US9026851066 / Udemy Inc / Caledonia (Private) Investments Pty Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2023 EX-99.2

Message to Udemy, Inc. employees from Gregg Coccari on February 13, 2023

Exhibit 99.2 Message to Udemy, Inc. employees from Gregg Coccari on February 13, 2023 My fellow Udemates, Udemy has served as an invaluable resource to millions of people and thousands of organizations across the world as they’ve navigated through a pandemic and a rapidly changing macroeconomic environment. Together, we have all made a valuable impact on so many lives. This makes today’s announcem

February 14, 2023 EX-99.1

Udemy Reports Fourth Quarter and Full Year 2022 Results •Total revenue increased 22% year-over-year for both the fourth quarter and full year •Announced strategic actions to further accelerate path to profitability

Udemy Reports Fourth Quarter and Full Year 2022 Results •Total revenue increased 22% year-over-year for both the fourth quarter and full year •Announced strategic actions to further accelerate path to profitability San Francisco, CA / February 14, 2023 - Udemy (Nasdaq: UDMY), a leading destination for learning and teaching online, today reported results for the three- and twelve-month periods ended December 31, 2022.

February 14, 2023 SC 13G/A

US9026851066 / Udemy Inc / Norwest Venture Partners XII, LP - SC 13G/A Passive Investment

SC 13G/A 1 tm236526d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Udemy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

February 14, 2023 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 17, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numb

January 17, 2023 EX-3.1

Amended and Restated Bylaws of Udemy, Inc. (as amended on November 30, 2022).

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF UDEMY, INC. (initially adopted on January 20, 2010) (as amended effective November 30, 2022) -i- TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES ............................................................................................................... 1 1.1 REGISTERED OFFICE .......................................................................

January 9, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number

January 9, 2023 EX-10.1

Consulting Agreement, dated February 28, 2023 between Gregg Coccari and Udemy, Inc.

UDEMY, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of February 28, 2023 (the “Effective Date”) by and between Udemy, Inc., a Delaware corporation (the “Company”), and Gregg Coccari, an individual (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). The Company desires to retain Consultant as an

January 9, 2023 EX-99.1

Udemy Announces CEO Transition Chairman and CEO Gregg Coccari to retire at end of February 2023 Udemy Business President Greg Brown promoted to CEO role and will join Board of Directors Jeff Lieberman to be appointed Interim Chair of the Udemy Board

EX-99.1 4 ceosuccessionpressreleased.htm EX-99.1 Udemy Announces CEO Transition Chairman and CEO Gregg Coccari to retire at end of February 2023 Udemy Business President Greg Brown promoted to CEO role and will join Board of Directors Jeff Lieberman to be appointed Interim Chair of the Udemy Board of Directors Company provides updated Q4 2022 outlook Udemy to webcast fireside chat with leadership

January 9, 2023 EX-10.2

Confirmatory Employment Letter by and between the Registrant and Greg Brown

Udemy, Inc. Employment Agreement January 6, 2023 Greg Brown 600 Harrison Street San Francisco, CA 94107 Dear Greg: This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of March 1, 2023 (the “Effective Date”). The purpose of this Agreement is to confirm the terms and conditions of your employment on and following

November 17, 2022 EX-99.1

Udemy to Provide Strategic and Financial Outlook Update at 2022 Virtual Investor Day ●Plans to reach adjusted EBITDA breakeven by 2024 ●Updates long-term targets to reflect continued growth of Udemy Business

Udemy to Provide Strategic and Financial Outlook Update at 2022 Virtual Investor Day ?Plans to reach adjusted EBITDA breakeven by 2024 ?Updates long-term targets to reflect continued growth of Udemy Business San Francisco, CA / November 17, 2022 - Udemy (Nasdaq: UDMY), a leading destination for learning and teaching online, will hold its first Investor Day, today, November 17, 2022 virtually at 9:00 a.

November 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 2, 2022 EX-99.1

Udemy Reports Third Quarter 2022 Results Third-quarter total revenue increased 22% year-over-year to $158.4 million Udemy Business delivered 67% year-over-year revenue growth and achieved Annual Recurring Revenue of $350 million

Udemy Reports Third Quarter 2022 Results Third-quarter total revenue increased 22% year-over-year to $158.

October 27, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

September 26, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 9, 2022 SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 UDEMY, INC. (Name of Subject Company (Issuer) and Filing Person

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 UDEMY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock and Stock Appreciation Rights Covering Common Stock, $0.00001 par value (Title of Class of Securities) 902

August 9, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Schedule TO-I/A (Form Type) Udemy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 39,904,253 (1) 0.0000

Exhibit 107 Calculation of Filing Fee Tables Schedule TO-I/A (Form Type) Udemy, Inc.

August 8, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Schedule TO-I/A (Form Type) Udemy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 39,904,253 (1) 0.0000

Exhibit 107 Calculation of Filing Fee Tables Schedule TO-I/A (Form Type) Udemy, Inc.

August 8, 2022 SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 UDEMY, INC. (Name of Subject Company (Issuer) and Filing Person

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 UDEMY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock and Stock Appreciation Rights Covering Common Stock, $0.00001 par value (Title of Class of Securities) 902

August 3, 2022 EX-99.1

Udemy Reports Second Quarter 2022 Results Udemy Business Revenue Up 77% Year over Year, ARR up 74% to $316.1 million

Udemy Reports Second Quarter 2022 Results Udemy Business Revenue Up 77% Year over Year, ARR up 74% to $316.

August 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

July 11, 2022 EX-99.(A)(1)(B)

EMAIL TO ALL ELIGIBLE PARTICIPANTS From: Ken Hirschman To: All Eligible Participants Date: July 11, 2022 Subject: LAUNCH OF UDEMY’S EQUITY AWARD EXCHANGE PROGRAM

Exhibit A1B EMAIL TO ALL ELIGIBLE PARTICIPANTS From: Ken Hirschman To: All Eligible Participants Date: July 11, 2022 Subject: LAUNCH OF UDEMY?S EQUITY AWARD EXCHANGE PROGRAM Dear Eligible Participant: You are receiving this email because you are eligible to participate in a voluntary, one-time equity award exchange offer that will allow you to exchange certain out-of-the-money stock options or stock appreciation rights for new awards of restricted stock units granted under our 2021 Equity Incentive Plan, or New RSUs, as described in more detail below, and also in the document titled ?Offer to Exchange Certain Outstanding Awards for New Restricted Stock Units,? referred to herein as the ?Offer to Exchange.

July 11, 2022 SC TO-I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 UDEMY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 UDEMY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock and Stock Appreciation Rights Covering Common Stock, $0.00001 par value (Title of Class of Securities) 902685106 (CUSIP Numbe

July 11, 2022 EX-99.(A)(1)(D)

Form of Confirmation to Eligible Employees

Exhibit (a)(1)(D) Form of Confirmation to Eligible Employees Udemy, Inc. (?Udemy?) has received your election, via Workday, by which you elected to accept or reject Udemy?s offer to exchange certain outstanding awards for new restricted stock units (?New RSUs?) (referred to as the ?offer?) with respect to some or all of your outstanding Eligible Award Grants, subject to the terms and conditions of

July 11, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Schedule TO (Form Type) Udemy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 39,904,253 (1) 0.0000927

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Udemy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 39,904,253 (1) 0.0000927 $3,700.00 (2) Fees Previously Paid ? Total Transaction Valuation $ 39,904,253 (1) Total Fees Due for Filing $3,700.00 Total Fees Previousl

July 11, 2022 EX-99.(A)(1)(E)

Form of Reminder Email

Exhibit (a)(1)(E) Form of Reminder Email The Udemy, Inc. (?Udemy?) offer to exchange certain outstanding awards for new restricted stock units (referred to as the ?offer?) currently is still open. Please note that the offer will expire at 6:00 p.m., U.S. Pacific Time, on August 6, 2022, unless we extend the offer (the ?Expiration Date?). The offer deadline will be strictly enforced, so we encourag

July 11, 2022 EX-99.(A)(1)(G)

Notice to Eligible Participants Regarding Expiration of Offer Period

Exhibit (a)(1)(G) Notice to Eligible Participants Regarding Expiration of Offer Period To: Eligible Participants From: equity@udemy.

July 11, 2022 EX-99.(A)(1)(A)

UDEMY, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING AWARDS FOR NEW RESTRICTED STOCK UNITS

Exhibit (a)(1)(A) UDEMY, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING AWARDS FOR NEW RESTRICTED STOCK UNITS This document constitutes part of the prospectus relating to the securities that have been registered under the Securities Act of 1933, as amended. The prospectus relates to the Udemy, Inc. 2010 Equity Incentive Plan and Udemy, Inc. 2021 Equity Incentive Plan. July 11, 2022 UDEMY, INC. Offer t

July 11, 2022 EX-99.(A)(1)(I)

Voluntary, one-time opportunity to exchange certain outstanding stock options and stock appreciation rights (“SARs”) for restricted stock units (“RSUs”) Outstanding stock options and SARs with an exercise price at or above $11.13 per share may be exc

Udemy, Inc. Award Exchange Program July 2022 Exhibit A1I Voluntary, one-time opportunity to exchange certain outstanding stock options and stock appreciation rights (?SARs?) for restricted stock units (?RSUs?) Outstanding stock options and SARs with an exercise price at or above $11.13 per share may be exchanged for RSUs on a 1:1 basis, subject to the terms of the exchange program Exchange Program

July 11, 2022 EX-99.(A)(1)(H)

Welcome, on behalf of: inbox 1item Review offering document: 2 minute(s) ago – effective e 07/06/2022 go to inbox applications 11 items personal information time and Absence dashboards absence pay my team management onboarding my team

Exhibit (a)(1)(H) Welcome, on behalf of: inbox 1item Review offering document: 2 minute(s) ago ? effective e 07/06/2022 go to inbox applications 11 items personal information time and Absence dashboards absence pay my team management onboarding my team Actions archive viewing: all sort by: newest review offering document: 2 minute(s) ago-effective 07/06/2022 review offering document review documents for edit worker additional data event: -customer success mgmt.

July 11, 2022 EX-99.(A)(1)(F)

FORM OF NOTICE EMAIL ANNOUNCING FINAL OFFER TERMS From: [email protected] Date: August , 2022 To: Eligible Participants

Exhibit (a)(1)(F) FORM OF NOTICE EMAIL ANNOUNCING FINAL OFFER TERMS From: Equity@udemy.

July 11, 2022 EX-99.(A)(1)(C)

UDEMY, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING AWARDS FOR NEW RSU AWARDS ELECTION FORM THE OFFER EXPIRES AT 6:00 P.M., U.S. PACIFIC TIME, ON AUGUST 6, 2022, UNLESS THE OFFER IS EXTENDED Terms used in this Election Form, including the Election Term

Exhibit A1C UDEMY, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING AWARDS FOR NEW RSU AWARDS ELECTION FORM THE OFFER EXPIRES AT 6:00 P.M., U.S. PACIFIC TIME, ON AUGUST 6, 2022, UNLESS THE OFFER IS EXTENDED Terms used in this Election Form, including the Election Terms & Conditions and Election Instructions attached hereto, that are defined in the Offer to Exchange have the same meaning as those defined

June 16, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 27, 2022 EX-99.1

At Udemy, we regularly evaluate our total rewards approach to ensure our employee compensation is competitive, so that we can show you how valued you are for your work to improve lives through learning.

Exhibit 99.1 Udemates, At Udemy, we regularly evaluate our total rewards approach to ensure our employee compensation is competitive, so that we can show you how valued you are for your work to improve lives through learning. We believe in the value of employee equity in forming a culture of ownership as collective stewards of Udemy?s mission, and equity has long been a key component of our total

May 27, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 27, 2022 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2022 Udemy, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 26, 2022 EX-99.1

Udemy Appoints Human Resources Leader Natalie Rothman to Board of Directors

Udemy Appoints Human Resources Leader Natalie Rothman to Board of Directors San Francisco, CA ? May 26, 2022 ? Udemy, a leading destination for learning and teaching online, today announced the appointment of Natalie Rothman to its board of directors effective immediately.

May 26, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 4, 2022 EX-99.1

Udemy Reports First Quarter 2022 Results Udemy Business Revenue Up 77% Year over Year, ARR up 80% to $279.6 million

Udemy Reports First Quarter 2022 Results Udemy Business Revenue Up 77% Year over Year, ARR up 80% to $279.

May 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

April 20, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

April 20, 2022 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 13, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

March 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409

March 25, 2022 EX-4.3

Description of common stock of the Registrant

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, we had one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. These securities are listed on the Nasdaq Global Select Market under the symbol ?UDMY.? The following description of

February 14, 2022 EX-99.A

Agreement of Joint Filing

CUSIP # 902685106 Page 1 0 of 10 EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

February 14, 2022 SC 13G

US9026851066 / Udemy Inc / Stripes Holdings, LLC - SC 13G Passive Investment

SC 13G 1 d268000dsc13g.htm SC 13G UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Udemy, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

February 14, 2022 SC 13G

US9026851066 / Udemy Inc / Prosus N.V. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Udemy, Inc. (Name of Issuer) Common Stock, par value $0.00001 (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2021 (Date of Event Which

February 14, 2022 SC 13G

US9026851066 / Udemy Inc / Norwest Venture Partners XII, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Udemy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 14, 2022 EX-99.A

JOINT FILING AGREEMENT

CUSIP No. 902685106 13G Page 1 0 of 10 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1 under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.00001 par value, of Udemy, Inc. and that this Agreement be includ

February 10, 2022 SC 13G

US9026851066 / Udemy Inc / Grace Software Cross Fund Holdings, LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* UDEMY, INC. (Name of Issuer) COMMON STOCK, $0.00001 PAR VALUE PER SHARE (Title of Class of Securities) 902685106 (CUSIP Number) December 31, 2021 (Date of E

February 10, 2022 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned ackn

February 9, 2022 EX-99.1

Udemy Reports Fourth Quarter 2021 and Fiscal Year 2021 Results Udemy Business Revenue Up 81% Year over Year, With ARR of $239 Million

Udemy Reports Fourth Quarter 2021 and Fiscal Year 2021 Results Udemy Business Revenue Up 81% Year over Year, With ARR of $239 Million San Francisco, CA / February 9, 2022 / (GLOBE NEWSWIRE) / - Udemy (Nasdaq: UDMY), a leading destination for learning and teaching online, today reported results for the fourth quarter ended December 31, 2021.

February 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

December 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

December 8, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

December 8, 2021 EX-99.1

Udemy Reports Third Quarter 2021 Results Udemy Business Revenue Up 84% Year over Year, With ARR of $207 Million

Exhibit 99.1 Udemy Reports Third Quarter 2021 Results Udemy Business Revenue Up 84% Year over Year, With ARR of $207 Million San Francisco, CA / December 8, 2021 / (GLOBE NEWSWIRE) / - Udemy (Nasdaq: UDMY), a leading destination for learning and teaching online, today reported results for the third quarter ended September 30, 2021. ?We?re proud of our progress this quarter in carrying out our miss

November 30, 2021 S-8

As filed with the Securities and Exchange Commission on November 30, 2021

S-8 1 d237799ds8.htm S-8 Table of Contents As filed with the Securities and Exchange Commission on November 30, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UDEMY, INC. (Exact name of registrant as specified in its charter) Delaware 27-1779864 (State or other jurisdiction of incor

November 2, 2021 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 Udemy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40956 27-1779864 (State or other jurisdiction of incorporation) (Commission File Numbe

November 2, 2021 EX-3.2

Amended and Restated Bylaws of the Registrant

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF UDEMY, INC. (initially adopted on January 20, 2010) (as amended on September 15, 2021; effective as of the closing of the Company’s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECI

November 2, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. a Delaware corporation Udemy, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on January 20, 2010. B. This Amended a

October 29, 2021 S-8

As filed with the Securities and Exchange Commission on October 29, 2021

As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

October 29, 2021 424B4

as adjusted(2)

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-260042 Common stock 14,500,000 shares This is an initial public offering of shares of common stock by Udemy, Inc. We are offering 14,500,000 shares of our common stock to be sold in the offering. The initial public offering price is $29.00 per share. Prior to this offering, there has been no public market for our common stock.

October 27, 2021 CORRESP

October 27, 2021

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

October 27, 2021 CORRESP

[Signature pages follow]

CORRESP 1 filename1.htm October 27, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Aamira Chaudhry Joel Parker Stacey Peikin Lilyanna Peyser Re: Udemy, Inc. Registration Statement on Form S-1 (File No. 333-260042) Acceleration Request Requested Date: October 28, 2021 Requested Ti

October 27, 2021 S-1/A

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on October 27, 2021.

October 27, 2021 CORRESP

October 27, 2021

October 27, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Aamira Chaudhry Joel Parker Stacey Peikin Lilyanna Peyser Re: Udemy, Inc. Registration Statement on Form S-1 (File No. 333-260042) Acceleration Request Requested Date: October 28, 2021 Requested Time: 4:00 P.M. Eastern Ti

October 25, 2021 EX-10.4

2021 Employee Stock Purchase Plan, as amended and restated, and forms of agreements thereunder

Exhibit 10.4 UDEMY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Adopted September 15, 2021 Approved by stockholders September 24, 2021 Amended and restated October 21, 2021 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two com

October 25, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. Gregg Coccari hereby certifies that: ONE: The original name of this company is Udemy, Inc. and the date of filing of the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was January 20, 2010. TWO: He is the duly elected and acting Chief Executive Officer of Udemy,

October 25, 2021 S-1/A

As filed with the Securities and Exchange Commission on October 25, 2021.

As filed with the Securities and Exchange Commission on October 25, 2021. Registration No. 333-260042 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Udemy, Inc. (Exact name of Registrant as specified in its charter) Delaware 7372 27-1779864 (State or other jurisdiction of incorporation or o

October 21, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Udemy, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1779864 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 600 H

October 20, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 [?] Shares UDEMY, INC. COMMON STOCK ($0.00001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT [?], 2021 [?], 2021 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies an

October 20, 2021 S-1/A

As filed with the Securities and Exchange Commission on October 20, 2021.

Table of Contents As filed with the Securities and Exchange Commission on October 20, 2021.

October 5, 2021 EX-10.8

Confirmatory Employment Letter by and between the Registrant and Sarah Blanchard

Exhibit 10.8 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Sarah Blanchard 600 Harrison Street San Francisco, CA 94107 Dear Sarah: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and

October 5, 2021 EX-3.4

Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF UDEMY, INC. (initially adopted on January 20, 2010) (as amended on , 2021; effective as of the closing of the Company?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 AD

October 5, 2021 EX-10.2

2010 Equity Incentive Plan, as amended, and forms of agreement thereunder

Exhibit 10.2 UDEMY, INC. 2010 EQUITY INCENTIVE PLAN (Amended and Restated as of January 27, 2021) 1. Purposes of the Plan. The purposes of this Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentive to Employees, Directors and Consultants, and (iii) to promote the success of the Company?s business. The Plan

October 5, 2021 EX-10.18

Change in Control and Severance Agreement by and between the Registrant and Cara Brennan Allamano

Exhibit 10.18 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Cara Brennan Allamano (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or i

October 5, 2021 EX-10.16

Change in Control and Severance Agreement by and between the Registrant and Velayudhan Venugopal

Exhibit 10.16 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Venu Venugopal (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in conne

October 5, 2021 EX-10.15

Change in Control and Severance Agreement by and between the Registrant and Sarah Blanchard

Exhibit 10.15 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Sarah Blanchard (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in conn

October 5, 2021 S-1

As filed with the Securities and Exchange Commission on October 5, 2021.

Table of Contents As filed with the Securities and Exchange Commission on October 5, 2021.

October 5, 2021 EX-3.3

Bylaws of the Registrant, as currently in effect.

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF BYLAWS OF UDEMY, INC. April 30, 2014 The undersigned, being the Secretary of Udemy, Inc., a Delaware corporation, hereby certifies that the following resolution was adopted by written consent of (1) the holders of at least 35% of the outstanding shares of the Company?s Series A Preferred Stock and Series A-1 Preferred Stock, voting together as a separate cla

October 5, 2021 EX-10.11

Confirmatory Employment Letter by and between the Registrant and Cara Brennan Allamano

Exhibit 10.11 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Cara Brennan Allamano 600 Harrison Street San Francisco, CA 94107 Dear Cara: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current ter

October 5, 2021 CORRESP

October 5, 2021

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

October 5, 2021 EX-4.1

Fifth Amended and Restated Investor Rights Agreement by and among the Registrant and certain of its stockholders, dated November 13, 2020

Exhibit 4.1 UDEMY, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT TABLE OF CONTENTS Page Section 1. GENERAL 1 1.1 Definitions 1 Section 2. REGISTRATION; RESTRICTIONS ON TRANSFER 4 2.1 Restrictions on Transfer 4 2.2 Demand Registration 5 2.3 Piggyback Registrations 7 2.4 Form S-3 Registration 9 2.5 Expenses of Registration 10 2.6 Obligations of the Company 11 2.7 Delay of Registration; F

October 5, 2021 EX-3.2

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of this offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. a Delaware corporation Udemy, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on January 20, 2010. B. This Amended a

October 5, 2021 EX-10.5

Employee Incentive Compensation Plan

Exhibit 10.5 UDEMY, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purpose of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to perform to the best of their abilities and achieve the Company?s objectives. 2. Definitions. (a) ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Participant for th

October 5, 2021 EX-10.19

Change in Control and Severance Agreement by and between the Registrant and Llibert Argerich

Exhibit 10.19 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Llibert Argerich (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in con

October 5, 2021 EX-10.10

Confirmatory Employment Letter by and between the Registrant and Gregory Brown

Exhibit 10.10 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Greg Brown 600 Harrison Street San Francisco, CA 94107 Dear Greg: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and cond

October 5, 2021 EX-4.2

Form of Common Stock Certificate of the Registrant

Exhibit 4.2 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF UDEMY, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This

October 5, 2021 EX-21.1

List of subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation CUX, Inc. United States (Delaware) Udemy Australia Pty Limited Australia Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik Ve Muhendi Turkey Udemy India LLP India Udemy Servicos Promocionais Sociedade Limitada Brazil

October 5, 2021 EX-10.17

Change in Control and Severance Agreement by and between the Registrant and Gregory Brown

EX-10.17 24 d163445dex1017.htm EX-10.17 Exhibit 10.17 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Greg Brown (the “Executive”), effective as of September 1, 2021 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change i

October 5, 2021 EX-10.6

Outside Director Compensation Policy

Exhibit 10.6 UDEMY, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved September 15, 2021, and effective as of the Effective Date Udemy, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain, and reward Directors who are not e

October 5, 2021 EX-10.4

2021 Employee Stock Purchase Plan and forms of agreements thereunder, to be in effect upon the completion of this offering.

Exhibit 10.4 UDEMY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 of th

October 5, 2021 EX-10.1

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers

Exhibit 10.1 UDEMY, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of , 20 and is between Udemy, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capaciti

October 5, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. Gregg Coccari hereby certifies that: ONE: The original name of this company is Udemy, Inc. and the date of filing of the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was January 20, 2010. TWO: He is the duly elected and acting Chief Executive Officer of Udemy,

October 5, 2021 EX-10.7

Confirmatory Employment Letter by and between the Registrant and Gregg Coccari

Exhibit 10.7 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Gregg Coccari 600 Harrison Street San Francisco, CA 94107 Dear Gregg: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and c

October 5, 2021 EX-10.3

2021 Equity Incentive Plan and forms of agreements thereunder

Exhibit 10.3 UDEMY, INC. 2021 EQUITY INCENTIVE PLAN (Adopted on September 15, 2021; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, provide additional incentive to Service Providers, and promote the success of the Company?s business.

October 5, 2021 EX-10.14

Change in Control and Severance Agreement by and between the Registrant and Gregg Coccari

Exhibit 10.14 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Gregg Coccari (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connec

October 5, 2021 EX-10.9

Confirmatory Employment Letter by and between the Registrant and Velayudhan Venugopal

Exhibit 10.9 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Venu Venugopal 600 Harrison Street San Francisco, CA 94107 Dear Venu: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and c

October 5, 2021 EX-10.20

Change in Control and Severance Agreement by and between the Registrant and Prasad Gune

Exhibit 10.20 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Prasad Gune (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connecti

October 5, 2021 EX-10.13

Confirmatory Employment Letter by and between the Registrant and Prasad Gune

Exhibit 10.13 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Prasad Gune 600 Harrison Street San Francisco, CA 94107 Dear Prasad: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and c

October 5, 2021 EX-10.12

Confirmatory Employment Letter by and between the Registrant and Llibert Argerich

Exhibit 10.12 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Llibert Argerich 600 Harrison Street San Francisco, CA 94107 Dear Llibert: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms

September 20, 2021 EX-10.10

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.10 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Greg Brown 600 Harrison Street San Francisco, CA 94107 Dear Greg: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and cond

September 20, 2021 EX-4.1

UDEMY, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.1 UDEMY, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT TABLE OF CONTENTS Page Section 1. GENERAL 1 1.1 Definitions 1 Section 2. REGISTRATION; RESTRICTIONS ON TRANSFER 4 2.1 Restrictions on Transfer 4 2.2 Demand Registration 5 2.3 Piggyback Registrations 7 2.4 Form S-3 Registration 9 2.5 Expenses of Registration 10 2.6 Obligations of the Company 11 2.7 Delay of Registration; F

September 20, 2021 EX-10.11

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.11 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Cara Brennan Allamano 600 Harrison Street San Francisco, CA 94107 Dear Cara: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current ter

September 20, 2021 EX-3.4

AMENDED AND RESTATED BYLAWS OF UDEMY, INC. (initially adopted on January 20, 2010) (as amended on , 2021; effective as of the closing of the Company’s initial public offering)

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF UDEMY, INC. (initially adopted on January 20, 2010) (as amended on , 2021; effective as of the closing of the Company?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 AD

September 20, 2021 EX-10.15

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.15 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Sarah Blanchard (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in conn

September 20, 2021 EX-10.16

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.16 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Venu Venugopal (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in conne

September 20, 2021 DRS/A

Amendment No. 3 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on September 17, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, a

Table of Contents Amendment No. 3 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on September 17, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Wash

September 20, 2021 EX-10.1

UDEMY, INC. INDEMNIFICATION AGREEMENT

Exhibit 10.1 UDEMY, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of , 20 and is between Udemy, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capaciti

September 20, 2021 EX-21.1

Subsidiaries of the Registrant Entity Jurisdiction of Incorporation CUX, Inc. United States (Delaware) Udemy Australia Pty Limited Australia Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik Ve Muhendi Turkey Ud

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation CUX, Inc. United States (Delaware) Udemy Australia Pty Limited Australia Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik Ve Muhendi Turkey Udemy India LLP India Udemy Servicos Promocionais Sociedade Limitada Brazil

September 20, 2021 EX-10.7

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.7 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Gregg Coccari 600 Harrison Street San Francisco, CA 94107 Dear Gregg: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and c

September 20, 2021 EX-10.6

UDEMY, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved [_____], and effective as of the Effective Date

Exhibit 10.6 UDEMY, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved [], and effective as of the Effective Date Udemy, Inc. (the ?Company?) believes that providing cash and equity compensation to members of its Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain, and reward Directors who are not employees of the

September 20, 2021 EX-10.3

UDEMY, INC. 2021 EQUITY INCENTIVE PLAN (Adopted on , 2021; effective as of one business day immediately prior to the Registration Date)

Exhibit 10.3 UDEMY, INC. 2021 EQUITY INCENTIVE PLAN (Adopted on , 2021; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, provide additional incentive to Service Providers, and promote the success of the Company?s business. The Plan pe

September 20, 2021 EX-10.20

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.20 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Prasad Gune (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connecti

September 20, 2021 EX-10.18

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.18 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Cara Brennan Allamano (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or i

September 20, 2021 EX-10.17

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.17 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Greg Brown (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connectio

September 20, 2021 EX-10.19

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.19 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Llibert Argerich (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in con

September 20, 2021 EX-10.4

UDEMY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.4 UDEMY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 of th

September 20, 2021 EX-10.8

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.8 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Sarah Blanchard 600 Harrison Street San Francisco, CA 94107 Dear Sarah: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and

September 20, 2021 EX-10.12

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.12 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Llibert Argerich 600 Harrison Street San Francisco, CA 94107 Dear Llibert: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms

September 20, 2021 EX-10.5

UDEMY, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN

Exhibit 10.5 UDEMY, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purpose of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to perform to the best of their abilities and achieve the Company?s objectives. 2. Definitions. (a) ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Participant for th

September 20, 2021 EX-10.9

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.9 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Venu Venugopal 600 Harrison Street San Francisco, CA 94107 Dear Venu: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and c

September 20, 2021 EX-10.13

UDEMY, INC. Confirmatory Employment Letter September 7, 2021

Exhibit 10.13 UDEMY, INC. Confirmatory Employment Letter September 7, 2021 Prasad Gune 600 Harrison Street San Francisco, CA 94107 Dear Prasad: This letter agreement (the ?Agreement?) is entered into between Udemy, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and c

September 20, 2021 EX-10.14

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.14 UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (this ?Agreement?) is made between Udemy, Inc. (the ?Company?) and Gregg Coccari (the ?Executive?), effective as of September 1, 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connec

September 20, 2021 EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. a Delaware corporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. a Delaware corporation Udemy, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on January 20, 2010. B. This Amended a

September 20, 2021 EX-4.2

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF UDEMY, INC. transfe

Exhibit 4.2 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF UDEMY, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This

September 17, 2021 DRSLTR

September 17, 2021

DRSLTR 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 September 17, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Aamira Chaudhry Joel Parker Stacey Peikin Lilyanna Pey

August 13, 2021 DRS/A

Amendment No. 2 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on August 13, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and

DRS/A 1 filename1.htm Table of Contents Amendment No. 2 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on August 13, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHA

August 13, 2021 DRSLTR

August 13, 2021

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

July 12, 2021 DRS/A

Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on July 9, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all

DRS/A 1 filename1.htm Table of Contents Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on July 9, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE

July 9, 2021 DRSLTR

July 9, 2021

Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.

May 26, 2021 EX-21.1

Subsidiaries of the Registrant Entity Jurisdiction of Incorporation Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik Ve Muhendi Turkey Udemy India LLP India Udemy Servicos Promocionais Sociedade Limitada Brazil

EX-21.1 6 filename6.htm Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Incorporation Udemy Ireland Ltd. Ireland Udemy Japan GK Japan Udemy Bilisim Teknolojiler I Danismanlik Ve Muhendi Turkey Udemy India LLP India Udemy Servicos Promocionais Sociedade Limitada Brazil

May 26, 2021 EX-10.2

UDEMY, INC. 2010 EQUITY INCENTIVE PLAN (Amended and Restated as of January 27, 2021)

EX-10.2 5 filename5.htm Exhibit 10.2 UDEMY, INC. 2010 EQUITY INCENTIVE PLAN (Amended and Restated as of January 27, 2021) 1. Purposes of the Plan. The purposes of this Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentive to Employees, Directors and Consultants, and (iii) to promote the success of the Compa

May 26, 2021 EX-4.1

MATERIAL AND THE REGISTRANT TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS [***]. UDEMY, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND THE REGISTRANT TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS [***]. UDEMY, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT TABLE OF CONTENTS Page Section 1. GENERAL 1 1.1 Definitions 1 Section 2. REGISTRATION; RESTRICTIONS ON TRANSFER 4 2.1 Restriction

May 26, 2021 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION UDEMY, INC.

EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UDEMY, INC. Gregg Coccari hereby certifies that: ONE: The original name of this company is Udemy, Inc. and the date of filing of the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was January 20, 2010. TWO: He is the duly elected and acting Chief Execu

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