Initial Registration Statement for Employee Benefit Plan (Form S-8)

			As filed with the Securities and Exchange Commission on February 19, 2026 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)

Hugo Sarrazin

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

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 7,252,532 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 1,450,506 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), February 26, 2024 (File No. 333-277364), and February 19, 2025 (File No. 333-285055) (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, 2025, filed with the Commission on February 19, 2026 (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

Specimen common stock certificate of the registrant.

S-1

333-260042

4.2

October 5, 2021

5.1*

Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

23.1*

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

23.2*

Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).

24.1*

Power of Attorney (included on the signature page hereto).

99.1

2021 Equity Incentive Plan, as amended and restated

10-Q

001-40956

10.1

May 3, 2023

99.2

Udemy, Inc. 2021 Employee Stock Purchase Plan, as amended and restated, and forms of agreements thereunder.

10-Q

001-40956

10.2

July 31, 2025

99.3

Form of Performance-Based Restricted Stock Unit Award Agreement under 2021 Equity Incentive Plan

10-Q

001-40956

10.2

May 3, 2023

107*

Filing Fee Table

*  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, 2026.

UDEMY, INC.

By: /s/ Hugo Sarrazin

Hugo Sarrazin

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hugo Sarrazin 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/ Hugo Sarrazin

President, Chief Executive Officer and Director (Principal Executive Officer)

February 19, 2026

Hugo Sarrazin

/s/ Sarah Blanchard

Chief Financial Officer (Principal Financial and Accounting Officer)

February 19, 2026

Sarah Blanchard

/s/ Sohaib Abbasi

Director, Chairperson of the Board of Directors

February 19, 2026

Sohaib Abbasi

/s/ Debra Chrapaty

Director

February 19, 2026

Debra Chrapaty

/s/ Heather Hiles

Director

February 19, 2026

Heather Hiles

/s/ Jeffrey Lieberman

Director

February 19, 2026

Jeffrey Lieberman

/s/ Marylou Maco

Director

February 19, 2026

Marylou Maco

/s/ Lydia Paterson

Director

February 19, 2026

Lydia Paterson

/s/ Natalie Rothman

Director

February 19, 2026

Natalie Rothman