UDMY · Udemy, Inc.

Pursuant to 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.

At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

Pursuant to 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.

At the effective time of the Merger (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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

At the Effective Time, each share of 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 Coursera Common Stock.

Shares held by The Sarrazin Revocable Trust u/a/d 12/14/2007, of which the reporting person and his spouse are trustees and beneficiaries.

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

Pursuant to 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.

At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

At the Effective Time, each option to purchase shares of Udemy Common Stock (a "Udemy Stock Option") that was outstanding and unexercised, whether vested or unvested, was converted into a number of shares of Coursera Common Stock equal to the product of (1) the spread of (x) (i) the average closing price of Coursera Common Stock for the five full trading days preceding the closing of the Merger, multiplied by (ii) 0.800 over (y) the applicable per share exercise price, multiplied by (2) the number of shares of Udemy Common Stock subject to such award. Underwater Udemy Stock Options were cancelled for no consideration.

One-fourth of the shares underlying the option vested on August 26, 2021 and 1/48th of the remaining shares vested monthly thereafter.

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).

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.

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.

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

Pursuant to 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.

At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

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.

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.

At the Effective Time, each option to purchase shares of Udemy Common Stock (a "Udemy Stock Option") that was outstanding and unexercised, whether vested or unvested, was converted into a number of shares of Coursera Common Stock equal to the product of (1) the spread of (x) (i) the average closing price of Coursera Common Stock for the five full trading days preceding the closing of the Merger, multiplied by (ii) 0.800 over (y) the applicable per share exercise price, multiplied by (2) the number of shares of Udemy Common Stock subject to such award. Underwater Udemy Stock Options were cancelled for no consideration.

One-fourth of the shares underlying the option vested on December 15, 2020 and 1/48th of the remaining shares vested monthly thereafter.

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).

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

Pursuant to 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.

At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

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).

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).

Pursuant to 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.

At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "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 covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).

See Exhibit 99.1

See Exhibit 99.1

See Exhibit 99.1

Shares withheld by Udemy to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Shares withheld by Udemy to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. The RSUs vest immediately upon grant. The reporting person has elected to receive RSUs in lieu of a cash retainer and defer the settlement of the RSUs to the earlier of January 1, 2029 or separation of service from the issuer.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. The RSUs vest immediately upon grant. The reporting person has elected to receive RSUs in lieu of 50% of such person's cash retainer.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. The RSUs vest immediately upon grant. The reporting person has elected to receive RSUs in lieu of a cash retainer and defer the settlement of the RSUs until separation of service from the issuer.

Shares withheld by Udemy to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Shares withheld by Udemy to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

The reported transaction was executed in multiple trades at prices ranging from $4.69 to $4.86. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or any security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. 1/4th of the RSUs will vest on June 15, 2026 and on each quarterly anniversary thereafter, subject to the reporting person's continuous service with the issuer.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. 1/4th of the RSUs will vest on June 15, 2026 and on each quarterly anniversary thereafter, subject to the reporting person's continuous service with the issuer.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. 1/4th of the RSUs will vest on June 15, 2026 and on each quarterly anniversary thereafter, subject to the reporting person's continuous service with the issuer.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. 1/4th of the RSUs will vest on June 15, 2026 and on each quarterly anniversary thereafter, subject to the reporting person's continuous service with the issuer.

Shares withheld by Udemy to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Represents shares of common stock under a performance-based restricted stock unit ("PSU") award dated March 15, 2025. On February 23, 2026, a performance-based vesting condition was achieved with respect to the award. The PSUs remain subject to time-based vesting under which one-third of the total number of PSUs vest on February 24, 2026, and then 1/12th of the total number of PSUs will vest on each March 15, June 15, September 15, and December 15 thereafter, starting with June 15, 2026, subject to the reporting person's continuous service with the issuer.

On February 25, 2026, the reporting person filed a Form 4 which inadvertently reported that, following achievement of a performance-based vesting condition, a total of 97,532 shares underlying performance-based restricted stock units became subject to time-based vesting. In fact, as reported in this amendment, the correct total was 97,352 shares.

Represents shares of common stock under a performance-based restricted stock unit ("PSU") award dated March 15, 2025. On February 23, 2026, a performance-based vesting condition was achieved with respect to the award. The PSUs remain subject to time-based vesting under which one-third of the total number of PSUs vest on February 24, 2026, and then 1/12th of the total number of PSUs will vest on each March 15, June 15, September 15, and December 15 thereafter, starting with June 15, 2026, subject to the reporting person's continuous service with the issuer.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. The RSUs vest immediately upon grant. The reporting person has elected to receive RSUs in lieu of cash retainer and defer the settlement of the RSUs to the earlier of January 1, 2029 or separation of service from the issuer.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

The amount of securities beneficially owned includes 3,576 shares acquired on November 20, 2025 under the issuer's 2021 Employee Stock Purchase Plan, in a transaction exempt under Rule 16b-3(c) that is being voluntarily reported by the reporting person on this Form 4.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

On December 15, 2025, the reporting person filed a Form 4 which inadvertently reported the withholding by the issuer of 25,619 shares of common stock to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. In fact, as reported in this amendment, the issuer withheld 14,842 shares of common stock. No shares were sold.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

After giving effect to the reporting person's 10b5-1 sales on December 15, 2025, as reported on a separate Form 4 filed on December 16, 2025, the reporting person beneficially owned 1,218,823 shares of the issuer's common stock.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.