Udemy, Inc. 8-K

What Happened

• Udemy, Inc. filed an 8-K on Dec. 22, 2025 disclosing that on Dec. 18, 2025 it entered an acceleration agreement with President and CEO Hugo Sarrazin to reduce his potential tax exposure under IRC Sections 280G and 4999 in connection with the Agreement and Plan of Merger dated Dec. 17, 2025 between Udemy and Coursera.
• The agreement accelerates payment of $362,466 (less applicable withholdings) of Mr. Sarrazin’s 2025 target annual bonus and causes immediate vesting of 354,014 restricted stock units (RSUs) that had been scheduled to vest on March 12, 2026.

Key Details

• Accelerated cash bonus: $362,466 (pre-withholding), paid before year-end 2025.
• Accelerated equity: 354,014 RSUs from the CEO’s New Hire Award vest immediately (original vesting date was March 12, 2026).
• Forfeiture/repayment: the Accelerated Bonus and Accelerated RSUs must be repaid or forfeited on an after‑tax basis if Mr. Sarrazin resigns or is terminated for Cause before the applicable payout/vesting dates, preserving the economic intent of the original awards.
• Purpose: the agreement is intended to mitigate potential excise taxes and surtaxes under Sections 280G and 4999 tied to the pending merger.

Why It Matters

• This is a merger‑related executive compensation action designed to protect the CEO from adverse tax consequences that can arise in change‑of‑control transactions; it does not create a new ongoing compensation program.
• For investors, the immediate vesting of 354,014 RSUs may affect dilution and share accounting/timing, and the accelerated cash payment affects near‑term cash flow (the cash amount is $362,466). The agreement’s forfeiture provision keeps the economic outcome for the CEO largely the same as originally intended if employment ends before the original payout/vesting dates.
• The filing signals management is taking steps to address tax and retention mechanics tied to the Coursera merger, a material corporate transaction disclosed separately.