Blanchard Sarah 4
4 · Udemy, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Udemy CFO Sarah Blanchard Receives Award; 1.55M Shares Disposed
What Happened
Sarah Blanchard, CFO of Udemy, was granted 125,000 shares (performance-based RSUs) reported as an award at $0 on May 11, 2026, and on the same date had 1,551,295 Udemy shares disposed to the issuer. The grant represents PSUs from Aug 15, 2025 that were deemed achieved upon a change of control and converted to time-based awards. The disposition to the issuer reflects the merger with Coursera—Udemy shares and non-performance RSUs were converted into the right to receive Coursera stock rather than an open-market sale; no cash proceeds are reported.
Key Details
- Date: 2026-05-11 (filing date 2026-05-11)
- Award: 125,000 shares (PSUs) — reported acquisition at $0.00 (typical for equity awards)
- Disposition: 1,551,295 Udemy shares disposed to the issuer — no sale price / no cash reported (N/A)
- Merger conversion: Udemy common shares and applicable RSUs were converted into Coursera common stock at a 0.800 exchange ratio (per filing footnote). That implies:
- 1,551,295 Udemy shares → 1,241,036 Coursera shares (1,551,295 × 0.8)
- 125,000 awarded Udemy shares → 100,000 Coursera shares (125,000 × 0.8)
- Footnotes: F1 — PSUs were deemed achieved due to change of control and became time‑based immediately prior to the merger. F2 — Udemy shares/RSUs were converted/assumed by Coursera at a 0.800 ratio.
- Filing timeliness: Form filed on 2026-05-11; no late filing indicated in the reported data.
Context
These transactions are merger-related corporate actions, not open-market buys or sales by the insider. The 125,000 award reflects PSUs that became payable because of the change of control; the large “disposition to the issuer” reflects conversion/cancellation of Udemy stock in connection with the Coursera merger and the resulting exchange into Coursera stock/RSUs.
Insider Transaction Report
- Award
Common Stock
[F1]2026-05-11+125,000→ 1,551,295 total - Disposition to Issuer
Common Stock
[F2]2026-05-11−1,551,295→ 0 total
Footnotes (2)
- [F1]Represents shares of common stock under a performance-based restricted stock unit ("PSU") award granted effective August 15, 2025. In connection with that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera. Immediately prior to the effective time of the Merger (the "Effective Time"), a change of control was deemed to occur with respect to the PSU award, resulting in the PSU award being deemed achieved based on the greater of target and actual performance. Consequently, immediately prior to the Effective Time, the PSU award was subject only to time-based vesting conditions.
- [F2]At the Effective Time, each share of common stock of the Issuer ("Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of Udemy (each, a "Udemy RSU Award") was assumed by Coursera and converted into a restricted stock unit award covering a number of shares of Coursera Common Stock equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Udemy RSU Award as of immediately prior to the Effective Time, multiplied by (2) 0.800 (rounded to the nearest whole number).