Blanchard Sarah 4

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.