8-K

Udemy, Inc. (UDMY)

8-K 2025-10-29 For: 2025-10-29
View Original
Added on April 11, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 29, 2025

Udemy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-40956 27-1779864
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
600 Harrison Street, 3rd Floor
San Francisco, California 94107
(Address of Principal Executive Offices) (Zip Code)

(415) 813-1710

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, $0.00001 par value per share UDMY The Nasdaq Stock Market LLC <br>(The Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On October 29, 2025, Udemy, Inc. (the “Company”) issued a press release announcing its financial results for the three- and nine-month periods ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit<br><br>Number Description
99.1 Press release dated October 29, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UDEMY, INC.
Date: October 29, 2025 By: /s/ Sarah Blanchard
Sarah Blanchard<br>Chief Financial Officer

Document

Udemy Reports Third Quarter 2025 Results

Consolidated subscription revenue increased 8% year-over-year

Ended quarter with 294,000 paid consumer subscribers, surpassing full year target early

SAN FRANCISCO –– Oct. 29, 2025 –– Udemy (Nasdaq: UDMY), a leading AI-powered skills acceleration platform, today reported results for the three-month period ended September 30, 2025. Udemy has provided a supplemental deck with earnings highlights, which is available for download on the “Quarterly Results” section of the Investor Relations website.

Financial Results and Key Operating Data Summary

(in millions, except enterprise customers, subscribers, percentages, and basis points)

Three Months Ended September 30, Change
2025 2024 YoY
Revenue $ 195.7 $ 195.4 %
Subscription Revenue 143.9 133.7 8 %
Gross Profit $ 128.9 $ 123.1 5 %
Gross Margin 66 % 63 % 300 bps
Net Income (Loss) $ 1.6 $ (25.3) 106 %
Adjusted EBITDA $ 24.3 $ 11.6 110 %
Adjusted EBITDA Margin 12 % 6 % 600 bps
Enterprise Segment
Total Customers 17,111 16,848 2 %
UB Annual Recurring Revenue $ 527.2 $ 504.6 4 %
Segment Revenue $ 132.8 $ 126.1 5 %
Subscription Revenue $ 132.3 $ 125.5 5 %
Segment Adjusted Gross Margin 75 % 74 % 100 bps
Consumer Segment
Paid Subscribers 294,000 156,000 88 %
Monthly Average Buyers 1.20 1.31 (9) %
Segment Revenue $ 62.9 $ 69.3 (9) %
Subscription Revenue $ 11.7 $ 8.2 43 %
Segment Adjusted Gross Margin 57 % 54 % 300 bps

“Our Q3 results demonstrate strong momentum as Udemy evolves towards becoming the world's leading AI-powered skills acceleration platform,” said Hugo Sarrazin, President and CEO of Udemy. “Given our excellent progress in the strategic shift toward higher-value recurring revenue streams, we are accelerating our consumer subscription-first approach. This strategic pivot impacts near-term Consumer segment growth but significantly shortens our path to a more durable, predictable business model with compelling unit economics.”

“As hundreds of millions of workers globally will need to develop new skills due to AI and automation over the next few years, organizations and individuals that move quickly to upskill and reskill will gain significant competitive advantages. We are combining the power of AI with human expertise to strengthen Udemy’s platform solution and expand our market opportunity. Udemy is building a comprehensive learning platform that takes people from curiosity to career advancement with structure, support, and validation that AI alone cannot provide. Ultimately, Udemy bridges the critical gap between where skills are today and where they need to be tomorrow,” concluded Sarrazin.

Additional Highlights

•Surpassed the 2025 consumer subscription target ahead of plan, ending the quarter with 294,000 paid consumer subscribers.

•Acquired new, or expanded existing, relationships with Udemy Business customers globally, including AMD (U.S.), BanRegio (Mexico), Bayer Corporation (U.S.), Capitec Bank Holdings (South Africa), Daifuku Oceania (New Zealand), Flutter Entertainment (Ireland), Galicia Seguros (Argentina), GB Group plc (UK), Hitachi Vantara (U.S.), Mazda Toyota Manufacturing (U.S.), McLane Company, Inc. (U.S.), OpenBet Limited (UK), Q2 Holdings, Inc. (U.S.), RIA Advisory (U.S.), and Tawuniya (Saudi Arabia).

•Udemy Business Net Dollar Retention Rate (NDRR) was 93%, and Udemy Business Large Customer Net Dollar Retention Rate was 97%.

•Net cash provided by operating activities was $15.7 million, while free cash flow for the quarter was positive $12.1 million. Year-to-date net cash provided by operating activities was $72.1 million, while free cash flow was positive $58.2 million.

•Repurchased approximately 4.1 million Udemy shares as part of Udemy’s $50 million stock repurchase program.

Financial Outlook1

Three months ending December 31, 2025 Year ending December 31, 2025
Revenue2 $191 to $194 million $787 to $790 million
Adjusted EBITDA3 $18 to $20 million $92 to $94 million
Weighted Average Share Count, Basic4 148 million 148 million
Weighted Average Share Count, Diluted4 150 million 150 million
  1. Udemy provides guidance based on current market conditions and expectations. Actual results may differ materially. Please refer to the comments below regarding forward-looking statements.

  2. Revenue guidance assumes FX rates will remain unchanged from the end of the third quarter of 2025.

  3. Udemy has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net income (loss) within this earnings release because the company is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence.

  4. Udemy’s outlook for weighted average share count, basic and diluted, excludes any impact from potential future repurchase activities under our share repurchase program.

Webcast Information

Udemy will host a conference call and webcast at 2:00 p.m. PT / 5:00 p.m. ET today, Wednesday, October 29 to discuss its third quarter 2025 financial results and outlook. A link to the live webcast and recorded replay of the conference call will be available on the “Quarterly Results” section of Udemy’s Investor Relations website at https://investors.udemy.com/. The live call may also be accessed via telephone at (833) 630-1963 domestically and (412) 317-5702 internationally. The archived replay of the webcast will be available for approximately one year.

Non-GAAP Financial Measures

To supplement the consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures as defined below. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide useful information to investors and others in understanding and evaluating our operating results because our management team and board of directors use these non-GAAP financial measures for the purposes of assessing operating results and business planning. These non-GAAP financial measures also provide useful measures for period-to-period comparisons of our business by removing the effect of certain non-cash expenses and certain variable charges.

Udemy’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Udemy’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations in this press release for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.

Adjusted EBITDA and Adjusted EBITDA Margin

We calculate Adjusted EBITDA as net income (loss) determined in accordance with GAAP, adjusted to exclude i) interest income; ii) interest expense; iii) provision for income taxes; iv) depreciation and amortization; v) other income (expense), net, including gains and losses from the remeasurement of foreign currency assets and liabilities into their functional currency; vi) stock-based compensation expense; and vii) restructuring charges. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the same period. We have not reconciled our expectations for Adjusted EBITDA and Adjusted EBITDA Margin to net income (loss) and net income (loss) margin, respectively, the most directly comparable GAAP measures, because certain items are out of our control or cannot be reasonably predicted and a

reconciliation for the guidance for Adjusted EBITDA and Adjusted EBITDA Margin is not available without unreasonable effort.

Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) Per Share, Basic and Diluted

We define non-GAAP net income (loss) as net income (loss), adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets, and restructuring charges.

We define non-GAAP net income (loss) per share, basic, as non-GAAP net income (loss) divided by weighted-average shares used to compute net income (loss) per share, basic. We define non-GAAP net income (loss) per share, diluted, as non-GAAP net income (loss) divided by weighted-average shares used to compute net income (loss) per share, diluted, which adjusts for the potentially dilutive effects of our employee equity incentive plans.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as gross profit, adjusted to exclude stock-based compensation expense and the amortization of acquired intangible assets. We calculate non-GAAP gross margin as non-GAAP gross profit divided by revenue for the same period.

Free Cash Flow

We define free cash flow as net cash provided by operating activities, less purchases of property and equipment and capitalized software costs, as we consider these capital expenditures necessary to support our ongoing operations.

Key Business Metrics

Udemy Business customers

We count the total number of Udemy Business (“UB”) customers at the end of each period. To do so, we generally count unique customers using the concept of a domestic ultimate parent, defined as the highest business in the family tree that is in the same country as the contracted entity. In some cases, we deviate from this methodology, defining the contracted entity as a unique customer despite the existence of a domestic ultimate parent. This often occurs where the domestic ultimate parent is a financial owner, government entity, conglomerate, or acquisition target where we have contracted directly with the subsidiary. We define a UB customer as a customer who purchases Udemy via our direct sales force, reseller partnerships or through our self-service platform.

Udemy Business Annual Recurring Revenue

We disclose our UB ARR as a measure of our Enterprise revenue growth. ARR represents the annualized value of our UB customer contracts on the last day of a given period. Only revenue from closed UB contracts with active seats as of the last day of the period are included.

Udemy Business Net Dollar Retention Rate and Udemy Business Large Customer Net Dollar Retention Rate

We disclose UB Net Dollar Retention Rate, or UB NDRR, as a measure of revenue growth for all UB customers within our Enterprise segment, including UB Large Customers, which we define as companies with at least 1,000 employees. We calculate UB NDRR as the total ARR at the end of a trailing twelve-month period divided by the total ARR at the beginning of a trailing twelve-month period for the cohort of all UB customers active at the beginning of the trailing twelve-month period. We calculate UB Large Customer NDRR as the total UB Large Customer ARR at the end of a trailing twelve-month period divided by the total Large Customer ARR at the beginning of a trailing twelve-month period for the cohort of UB customers with at least 1,000 employees active at the beginning of the trailing twelve-month period. Total ARR and Large Customer ARR at the end of a trailing twelve-month period are calculated as ARR and Large Customer ARR, respectively, at the beginning of a trailing twelve-month period that are then adjusted for upsells, downsells, and churns for the same cohort of customers during that period. Large Customer ARR represents the annualized value of contracts for UB customers with active seats and having at least 1,000 employees on the last day of a given period.

Paid Consumer subscribers

We count the total number of paid Consumer subscribers at the end of each period. Paid Consumer subscribers are defined as users who had an active paid subscription to any Consumer subscription offering at the end of the last day of a given period. The count of paid subscribers does not include users who are currently on a free trial.

Monthly average buyers

A buyer is a consumer who purchases a course or subscription through our direct-to-consumer offering. We first determine the number of monthly buyers by taking the total buyers of single courses during a given month plus the total active, paid consumer subscribers at any point in that month, adjusting for duplicate buyers that may be present in both totals. We then calculate monthly average buyers by taking an average of the monthly buyer totals over a particular period, such as a fiscal year. Our monthly average buyer count is not intended as a measure of active engagement, as not all buyers are active at any given time or over any given period.

Segment revenue and segment adjusted gross profit

Segment revenue represents the revenue recognized from our two segments, Enterprise (or Udemy Business), and Consumer. Segment adjusted gross profit is defined as segment revenue less segment adjusted cost of revenue. Segment adjusted cost of revenue includes content costs, customer support services, hosting and platform costs, and payment processing fees that are allocable to each segment. Segment adjusted gross profit excludes amortization of

capitalized software, depreciation, stock-based compensation, and amortization of intangible assets included in cost of revenue as our chief operating decision maker does not include the information in his measurement of the performance of the operating segments.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Udemy’s expectations relating to future operating results and financial position, including fourth quarter and full year 2025 as well as future periods; trends in consumer and learner activity related to our platform; anticipated future expenses and investments; our business strategy and plans, including the impact of our strategic and operational efficiency initiatives and our ability to successfully execute on these initiatives; market growth; and our market position and potential market opportunities. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance.

The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our publicly available filings with the Securities and Exchange Commission. All information provided in this release is as of the date hereof, and we undertake no duty to update this information unless required by law.

About Udemy

Udemy (Nasdaq: UDMY) is an AI-powered skills acceleration platform transforming how companies and individuals across the world build the capabilities needed to thrive in a rapidly evolving workplace. By combining on-demand, multi-language content with real-time innovation, Udemy delivers personalized experiences that empower organizations to scale workforce development and help individuals build the technical, business, and soft skills most relevant to their careers. Today, thousands of companies, including Ericsson, Samsung SDS America, On24, Tata Consultancy Services, The World Bank, and Volkswagen, rely on Udemy Business for its enterprise solutions to build agile, future-ready teams. Udemy is headquartered in San Francisco, with hubs across the United States, Australia, India, Ireland, Mexico and Türkiye.

Udemy, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenue $ 195,680 $ 195,417 $ 595,859 $ 586,623
Cost of revenue (1)(2) 66,812 72,362 205,499 221,888
Gross profit 128,868 123,055 390,360 364,735
Operating expenses (1)(2)
Sales and marketing 81,512 85,997 243,832 260,288
Research and development 25,581 32,976 76,900 96,607
General and administrative 21,937 22,266 68,776 74,299
Restructuring charges 11,275 1,578 11,275
Total operating expenses 129,030 152,514 391,086 442,469
Loss from operations (162) (29,459) (726) (77,734)
Other income (expense), net
Interest income 3,784 4,732 11,022 15,655
Interest expense (350) 504 (485) 424
Other expense, net (523) (185) (498) (11,077)
Total other income, net 2,911 5,051 10,039 5,002
Net income (loss) before taxes 2,749 (24,408) 9,313 (72,732)
Income tax provision 1,107 863 3,177 2,692
Net income (loss) $ 1,642 $ (25,271) $ 6,136 $ (75,424)
Net income (loss) per share
Basic $ 0.01 $ (0.17) $ 0.04 $ (0.49)
Diluted $ 0.01 $ (0.17) $ 0.04 $ (0.49)
Weighted-average shares used in computing net income (loss) per share
Basic 149,917,275 149,179,826 149,076,960 152,867,160
Diluted 151,996,844 149,179,826 151,308,077 152,867,160

(1)Includes stock-based compensation expense as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Cost of revenue $ 1,806 $ 1,807 $ 5,160 $ 5,277
Sales and marketing 6,038 7,573 17,053 22,578
Research and development 5,025 7,183 14,653 21,187
General and administrative 5,425 6,839 16,815 21,382
Restructuring charges (160) (160)
Total stock-based compensation expense $ 18,294 $ 23,242 $ 53,681 $ 70,264

(2)     Includes amortization of intangible assets as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Cost of revenue $ $ 430 $ $ 1,880
Sales and marketing 230 228 689 688
Research and development 187 375
Total amortization of intangible assets $ 417 $ 658 $ 1,064 $ 2,568

Udemy, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

September 30, December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 235,929 $ 190,592
Restricted cash, current 203 100
Marketable securities 135,292 163,844
Accounts receivable, net 76,560 88,216
Prepaid expenses and other current assets 28,587 22,735
Deferred contract costs, current 47,567 40,841
Total current assets 524,138 506,328
Property and equipment, net 6,976 4,534
Capitalized software, net 29,122 31,548
Operating lease right-of-use assets 10,117 10,950
Restricted cash, non-current 912 1,115
Deferred contract costs, non-current 26,636 32,212
Intangible assets, net 2,865 2,428
Goodwill 12,646 12,646
Other assets 5,492 3,867
Total assets $ 618,904 $ 605,628
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 6,534 $ 6,311
Accrued expenses and other current liabilities 26,190 31,156
Content costs payable 32,275 37,607
Accrued compensation and benefits 22,953 28,793
Operating lease liabilities, current 5,298 2,502
Deferred revenue, current 295,926 291,106
Total current liabilities 389,176 397,475
Operating lease liabilities, non-current 6,670 8,315
Deferred revenue, non-current 1,240 2,438
Other liabilities, non-current 5 6
Total liabilities 397,091 408,234
Stockholders' equity:
Common stock 1 1
Additional paid-in capital 1,020,518 1,002,390
Accumulated other comprehensive income (loss) 144 (11)
Accumulated deficit (798,850) (804,986)
Total stockholders’ equity 221,813 197,394
Total liabilities and stockholders' equity $ 618,904 $ 605,628

Udemy, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Cash flows from operating activities:
Net income (loss) $ 1,642 $ (25,271) $ 6,136 $ (75,424)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 6,139 6,340 19,285 19,515
Amortization of deferred contract costs 16,780 15,221 48,392 43,863
Stock-based compensation 18,294 23,242 53,681 70,264
Allowance for credit losses 444 283 2,835 1,026
Net (accretion) amortization of marketable securities (543) (2,201) (2,677) (6,651)
Non-cash operating lease expense 854 909 2,700 3,641
Unrealized loss on strategic investments 10,311
Other 423 817 1,046 1,319
Changes in operating assets and liabilities:
Accounts receivable 7,437 632 8,821 10,364
Prepaid expenses and other assets (6,392) (4,963) (6,805) (5,508)
Deferred contract costs (14,550) (13,892) (49,542) (46,626)
Accounts payable, accrued expenses and other liabilities 909 3,025 (9,287) 5,962
Content costs payable (893) 649 (5,332) (3,978)
Operating lease liabilities 880 (984) (731) (4,523)
Deferred revenue (15,693) (9,907) 3,622 19,906
Net cash provided by (used in) operating activities 15,731 (6,100) 72,144 43,461
Cash flows from investing activities:
Purchases of marketable securities (25,298) (93,405) (137,803) (239,783)
Proceeds from maturities of marketable securities 52,350 91,800 169,050 265,350
Purchases of property and equipment (620) (562) (5,281) (1,116)
Capitalized software costs (3,025) (3,536) (8,676) (10,247)
Payments related to asset acquisitions (1,500)
Net cash provided by (used in) investing activities 23,407 (5,703) 15,790 14,204
Cash flows from financing activities:
Net proceeds from exercise of stock options 13 482 62 921
Proceeds from share purchases under employee stock purchase plan 2,560 4,533
Taxes paid related to net share settlement of equity awards (4,921) (5,548) (14,838) (25,363)
Repurchases of common stock and excise taxes paid (28,337) (51,014) (29,212) (141,591)
Payments of debt issuance costs (219) (1,438)
Net cash used in financing activities (33,464) (56,080) (42,866) (161,500)
Effect of foreign exchange rates on cash flows (3) 82 169 61
Net increase (decrease) in cash, cash equivalents and restricted cash 5,671 (67,801) 45,237 (103,774)
Cash, cash equivalents and restricted cash—Beginning of period 231,373 273,579 191,807 309,552
Cash, cash equivalents and restricted cash—End of period $ 237,044 $ 205,778 $ 237,044 $ 205,778

Udemy, Inc.

Supplemental Revenue and Segment Analysis

(in thousands, except percentages)

(unaudited)

Revenue by Segment and Product Offering

The following table presents revenue disaggregated by product offering for each segment:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Enterprise:
Subscription $ 132,284 $ 125,522 $ 387,977 $ 362,658
Other 518 601 1,870 1,661
Enterprise revenue $ 132,802 $ 126,123 $ 389,847 $ 364,319
Consumer:
Subscription $ 11,661 $ 8,152 $ 31,242 $ 22,347
Transactional and other 51,217 61,142 174,770 199,957
Consumer revenue $ 62,878 $ 69,294 $ 206,012 $ 222,304
Total revenue $ 195,680 $ 195,417 $ 595,859 $ 586,623

Segment revenue, adjusted gross profit, and adjusted gross margin

The following table presents revenue, adjusted gross profit, and adjusted gross margin by segment:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Enterprise segment revenue $ 132,802 $ 126,123 $ 389,847 $ 364,319
Enterprise segment adjusted gross profit $ 100,052 $ 92,793 $ 293,564 $ 264,675
Enterprise segment adjusted gross margin 75 % 74 % 75 % 73 %
Consumer segment revenue $ 62,878 $ 69,294 $ 206,012 $ 222,304
Consumer segment adjusted gross profit $ 35,742 $ 37,610 $ 118,195 $ 122,323
Consumer segment adjusted gross margin 57 % 54 % 57 % 55 %

Udemy, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, except percentages, share and per share amounts)

(unaudited)

Non-GAAP Gross Profit and Non-GAAP Gross Margin

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Gross profit $ 128,868 $ 123,055 $ 390,360 $ 364,735
Stock-based compensation expense 1,806 1,807 5,160 5,277
Intangible asset amortization 430 1,880
Non-GAAP gross profit $ 130,674 $ 125,292 $ 395,520 $ 371,892
Gross margin (1) 66 % 63 % 66 % 62 %
Non-GAAP gross margin (2) 67 % 64 % 66 % 63 %

(1)        We calculate gross margin as gross profit divided by revenue for the same period.

(2)        We calculate non-GAAP gross margin as non-GAAP gross profit divided by revenue for the same period.

Non-GAAP Net Income and Non-GAAP Net Income Per Share, Basic and Diluted

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) $ 1,642 $ (25,271) $ 6,136 $ (75,424)
Stock-based compensation expense 18,294 23,402 53,681 70,424
Intangible asset amortization 417 658 1,064 2,568
Restructuring charges 11,275 1,578 11,275
Non-GAAP net income $ 20,353 $ 10,064 $ 62,459 $ 8,843
Net income (loss) per share, basic $ 0.01 $ (0.17) $ 0.04 $ (0.49)
Net income (loss) per share, diluted $ 0.01 $ (0.17) $ 0.04 $ (0.49)
Weighted-average shares used in computing net income (loss) per share, basic 149,917,275 149,179,826 149,076,960 152,867,160
Weighted-average shares used in computing net income (loss) per share, diluted (3) 151,996,844 149,179,826 151,308,077 152,867,160
Non-GAAP net income per share, basic $ 0.14 $ 0.07 $ 0.42 $ 0.06
Non-GAAP net income per share, diluted $ 0.13 $ 0.07 $ 0.41 $ 0.06
Weighted-average shares used in computing non-GAAP net income per share, basic 149,917,275 149,179,826 149,076,960 152,867,160
Weighted-average shares used in computing non-GAAP net income per share, diluted (3) 151,996,844 150,633,523 151,308,077 156,429,499

(3)         For periods presented with a net loss or non-GAAP net loss, potentially dilutive securities were excluded from the computation of net loss per share, diluted, and non-GAAP net loss per share, diluted, because the impact of including them would have been anti-dilutive.

Adjusted EBITDA and Adjusted EBITDA Margin

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) $ 1,642 $ (25,271) $ 6,136 $ (75,424)
Adjusted to exclude the following:
Interest income (3,784) (4,732) (11,022) (15,655)
Interest expense 350 (504) 485 (424)
Income tax provision 1,107 863 3,177 2,692
Depreciation and amortization 6,139 6,340 19,285 19,515
Stock-based compensation expense 18,294 23,402 53,681 70,424
Other expense, net 523 185 498 11,077
Restructuring charges 11,275 1,578 11,275
Adjusted EBITDA $ 24,271 $ 11,558 $ 73,818 $ 23,480
Net income (loss) margin (4) 1 % (13) % 1 % (13) %
Adjusted EBITDA margin (5) 12 % 6 % 12 % 4 %

(4)        We calculate net income (loss) margin as net income (loss) divided by revenue for the same period.

(5)        We calculate adjusted EBITDA margin as adjusted EBITDA divided by revenue for the same period.

Free Cash Flow

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net cash provided by operating activities $ 15,731 $ (6,100) $ 72,144 $ 43,461
Less: purchases of property and equipment (620) (562) (5,281) (1,116)
Less: capitalized software costs (3,025) (3,536) (8,676) (10,247)
Free cash flow $ 12,086 $ (10,198) $ 58,187 $ 32,098

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