Udemy, Inc. Enters into Acceleration Agreement with CEO

Udemy, Inc. has entered into an Acceleration Agreement with its President and CEO, Hugo Sarrazin, effective December 18, 2025. This agreement is designed to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code related to an upcoming merger with Coursera, Inc. The agreement provides for an accelerated payment of Mr. Sarrazin's 2025 target annual bonus, amounting to $362,466 less withholdings, to be paid before the end of calendar year 2025. Additionally, 354,014 restricted stock units (RSUs) granted to Mr. Sarrazin upon his appointment as CEO, originally scheduled to vest on March 12, 2026, will vest immediately. Both the accelerated bonus and RSUs are subject to a forfeiture provision: they must be repaid or forfeited on an after-tax basis if Mr. Sarrazin resigns or is terminated for cause before certain specified dates (prior to the general payout of 2025 bonuses for the bonus, and prior to the original vesting date for the RSUs). This provision ensures that the economic value and vesting conditions remain substantially the same, serving primarily to address tax implications.