Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Insight Holdings Group, LLC 2. Issuer Name and Ticker or Trading Symbol Udemy, Inc. [UDMY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2026 (Street) NEW YORK, NY 10036 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/11/2026 D 24,203,192 D (1) 0 I See footnote(2)(3) Common Stock 05/11/2026 D 560,198 D (1) 0 I See footnote(2)(4) Common Stock 05/11/2026 D 10,654,754 D (1) 0 I See footnote(2)(5) Common Stock 05/11/2026 D 1,530,921 D (1) 0 I See footnote(2)(6) Common Stock 05/11/2026 D 984,909 D (1) 0 I See footnote(2)(7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Venture Associates VII, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Venture Associates VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Venture Partners VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Associates XI, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Insight Associates XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X
Grace Software Cross Fund Holdings, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036		X

Signatures

Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Venture Associates VII, Ltd. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Venture Associates VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Venture Partners VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Venture Partners VII (Co-Investors), L.P. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Venture Partners (Cayman) VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Venture Partners (Delaware) VII, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Associates XI, Ltd. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Insight Associates XI, L.P. By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date
Grace Software Cross Fund Holdings, LLC By /s/ Andrew Prodromos, Attorney-in-Fact		05/13/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	See Exhibit 99.1
(2)	See Exhibit 99.1
(3)	See Exhibit 99.1
(4)	See Exhibit 99.1
(5)	See Exhibit 99.1
(6)	See Exhibit 99.1
(7)	See Exhibit 99.1

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