As filed with the Securities and Exchange Commission on February 19, 2025
Registration No. 333-  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
UDEMY, INC.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
27-1779864
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

600 Harrison Street, 3rd Floor
San Francisco, California 94107
(Address of principal executive offices, including zip code)

2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plan)

Greg Brown
President and Chief Executive Officer
Udemy, Inc.
600 Harrison Street, 3rd Floor
San Francisco, California 94107
(415) 813-1710
(Name, address and telephone number, including area code, of agent for service)

Copies to:

Tony Jeffries
Yoichiro Taku
Lianna Whittleton
Christina Poulsen
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
Ken Hirschman
James Babikian
Udemy, Inc.
600 Harrison Street, 3rd Floor
San Francisco, California 94107
(415) 813-1710

image_0b.jpg
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act. ☐ 


EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed to register an additional 7,374,214 shares of common stock of Udemy, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan (the “2021 EIP”) and 1,474,842 shares of common stock of the Registrant to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) as a result of evergreen provisions in the 2021 EIP and 2021 ESPP providing that the total number of shares of common stock reserved for issuance under the 2021 EIP and 2021 ESPP, respectively, will be automatically increased as of the first day of each fiscal year.
These additional shares of common stock are securities of the same class as other securities for which previous Registration Statements on Form S-8 were filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 29, 2021 (File No. 333-260595), February 27, 2023 (File No. 333-270052), and February 26, 2024 (File No. 333-277364) (collectively, the "Previous Registration Statements"). In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements, including periodic reports filed after the Previous Registration Statements to maintain current information about the Registrant, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 19, 2025 (the “Annual Report”);
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and
(3) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40965) filed with the Commission on October 21, 2021, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.    Exhibits.


Exhibit
Number
  Exhibit Description  Incorporated by Reference   
  Form  File No.   Exhibit  Filing Date
  4.1    S-1   333-260042  4.2   October 5, 2021
  5.1*          
23.1*          
23.2*          
24.1*          
99.1    10-Q001-4095610.1May 3, 2023
99.2S-1/A333-26004210.4October 5, 2021
99.310-Q001-4095610.2May 3, 2023
107*
*  Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 19, 2025.

UDEMY, INC.
By:    /s/ Greg Brown
image_1.jpg
Greg Brown
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Greg Brown and Sarah Blanchard as his, her, or their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature  Title  Date
/s/ Greg Brown
President, Chief Executive Officer and Director (Principal Executive Officer)

February 19, 2025
Greg Brown
/s/ Sarah Blanchard
Chief Financial Officer (Principal Financial and Accounting Officer)

February 19, 2025
Sarah Blanchard
/s/ Sohaib Abbasi
Director, Chairperson of the Board of Directors
February 19, 2025
Sohaib Abbasi
/s/ Debra Chrapaty
Director
February 19, 2025
Debra Chrapaty
/s/ Heather Hiles
Director
February 19, 2025
Heather Hiles
/s/ Jeffrey Lieberman
Director
February 19, 2025
Jeffrey Lieberman
/s/ Marylou Maco
Director
February 19, 2025
Marylou Maco
/s/ Lydia Paterson
Director
February 19, 2025
Lydia Paterson
/s/ Natalie Rothman
Director
February 19, 2025
Natalie Rothman



Exhibit 5.1
image_0.jpg
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811


February 19, 2025
Udemy, Inc.
600 Harrison Street, 3rd Floor
San Francisco, California 94107
Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Udemy, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 9,429,981 shares of common stock, par value $0.00001 per share (the “Shares”), consisting of (1) 7,374,214 shares of common stock to be issued under the 2021 Equity Incentive Plan (the “2021 EIP”) and (2) 1,474,842 shares of common stock to be issued under the 2021 Employee Stock Purchase Plan (the “2021 ESPP” and, together with the 2021 EIP, the “Plans”).
As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans. It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, as applicable, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.
AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE



Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 19, 2025, relating to the consolidated financial statements of Udemy, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company's internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2024.

/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 19, 2025


0001607939EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00016079392025-02-192025-02-19000160793912025-02-192025-02-19000160793922025-02-192025-02-19



Calculation of Filing Fee Tables

FORM S-8
(Form Type)

UDEMY, INC.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
1EquityCommon Stock, $0.00001 par value per shareOther
7,374,214
$7.66
$56,486,479.24
0.0001531
$8,648.08
2EquityCommon Stock, $0.00001 par value per shareOther
1,474,842
$6.51
$9,601,221.42
0.0001531
$1,469.95
Total Offering Amounts
$66,087,700.66
$10,118.03
Total Fee Offsets (3)
$—
Net Fee Due
$10,118.03
Offering Notes

1.Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. The amount registered reflects an automatic increase to the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2021 EIP, which annual increase is provided for in the 2021 EIP. The proposed maximum offering price per unit has been estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $7.66 per share, which is the average of the high and low prices of Common Stock, as reported on the Nasdaq Stock Market, on February 12, 2025.

2.Pursuant to Rule 416(a) of the Securities Act, this Registration Statement covers any additional shares of Common Stock that become issuable under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. The amount registered reflects an automatic increase to the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2021 ESPP, which annual increase is provided for in the 2021 ESPP. The proposed maximum offering price per unit has been estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $6.51 per share, which is the average of the high and low prices of Common Stock, as reported on the Nasdaq Stock.Market, on February 12, 2025 multiplied by 85%. Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on the Enrollment Date or the Exercise Date (as such terms are defined in the 2021 ESPP).

3.The Registrant does not have any fee offsets.

v3.25.0.1
Submission
Feb. 19, 2025
Submission [Line Items]  
Central Index Key 0001607939
Registrant Name UDEMY, INC.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 19, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.00001 par value per share
Amount Registered | shares 7,374,214
Proposed Maximum Offering Price per Unit 7.66
Maximum Aggregate Offering Price $ 56,486,479.24
Fee Rate 0.01531%
Amount of Registration Fee $ 8,648.08
Offering Note Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. The amount registered reflects an automatic increase to the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2021 EIP, which annual increase is provided for in the 2021 EIP. The proposed maximum offering price per unit has been estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $7.66 per share, which is the average of the high and low prices of Common Stock, as reported on the Nasdaq Stock Market, on February 12, 2025.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.00001 par value per share
Amount Registered | shares 1,474,842
Proposed Maximum Offering Price per Unit 6.51
Maximum Aggregate Offering Price $ 9,601,221.42
Amount of Registration Fee $ 1,469.95
Offering Note Pursuant to Rule 416(a) of the Securities Act, this Registration Statement covers any additional shares of Common Stock that become issuable under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. The amount registered reflects an automatic increase to the number of shares of Common Stock reserved for issuance pursuant to future awards under the 2021 ESPP, which annual increase is provided for in the 2021 ESPP. The proposed maximum offering price per unit has been estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $6.51 per share, which is the average of the high and low prices of Common Stock, as reported on the Nasdaq Stock.Market, on February 12, 2025 multiplied by 85%. Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on the Enrollment Date or the Exercise Date (as such terms are defined in the 2021 ESPP).
v3.25.0.1
Fees Summary
Feb. 19, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 66,087,700.66
Total Fee Amount 10,118.03
Total Offset Amount 0
Net Fee $ 10,118.03
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