Udemy Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ___________ Commission File Number001-40956 Udemy, Inc. (Exact Name of Registrant as Specified in its Charter) 27-1779864 Delaware (I.R.S. Employer Identification No.) (State or Other Jurisdiction ofIncorporation or Organization) 600 Harrison Street, 3rd FloorSan Francisco, California94107(Address of Principal Executive Offices)(Zip Code) (415) 813-1710(Registrant’s Telephone Number, Including Area Code)Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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. Acceleratedfiler☐Smallerreportingcompany☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ Based on the closing price of the Registrant’s Common Stock on the last business day of the Registrant’s most recently completed second fiscalquarter, which was June 30, 2025, the aggregate market value of its shares held by non-affiliates was approximately $778.9 million. As of February13, 2026, 145,421,510 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by Part III is incorporated by reference to specified portions of the registrant's definitive proxystatement to be filed in conjunction with the registrant's 2026 annual meeting of stockholders, if such definitive proxy statement is filed not laterthan 120 days after the registrant's fiscal year ended December31, 2025. If such definitive proxy statement is not filed within such period, thenthe registrant will file an amendment to this Form 10-K on or before April 30, 2026, to include the information that would otherwise beincorporated by reference. Table of Contents Summary of Risk FactorsSpecial Note Regarding Forward-Looking Statements iiPART I.Item 1. Business1Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments48Item 1C. Cybersecurity49Item 2. Properties51Item 3. Legal Proceedings52Item 4. Mine Safety Disclosures53PART II.Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities54Item 6. [Reserved]56Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations57Item 7A. Quantitative and Qualitative Disclosures abou