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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): July 12, 2023

Udemy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40956

27-1779864

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer 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 Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value per share

UDMY

The Nasdaq Stock Market LLC (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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 12, 2023, the Board of Directors (the “Board”) of Udemy, Inc. (the “Company”) fixed the size of the Board at 7 directors and appointed Sohaib Abbasi to fill the resulting vacancy and serve as a Class I director. Mr. Abbasi will serve as the chairperson of the Board.

There are no arrangements or understandings between Mr. Abbasi, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Abbasi was selected as a director. There are no related party transactions between the Company and Mr. Abassi (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Abbasi does not have any family relationships with any of the Company’s directors or executive officers.

Mr. Abbasi will participate in the Company’s non-employee director compensation policy, as described in the Company’s definitive proxy statement filed with the SEC on April 27, 2023. In addition, the Company will enter into its standard form of indemnification agreement with Mr. Abbasi.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press release dated July 13, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:			July 13, 2023			By:			/s/ Ken Hirschman
									Ken Hirschman SVP Operations and General Counsel

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