Udemy Inc 2026年季度报告

(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March31, 2026 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) Delaware27-1779864(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. Employer Identification No.)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: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days. Yes☒No☐ 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. Large accelerated filer☒Non-accelerated filer☐ Acceleratedfiler☐Smallerreportingcompany☐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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of May4, 2026, 146,281,495 shares of the registrant’s common stock were outstanding. Table of Contents PageSummary of Risk FactorsiSpecial Note Regarding Forward-Looking Statementsii Part I. Financial InformationItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive LossCondensed Consolidated Statements of Stockholders’ EquityCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and Procedures Part II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. ExhibitsSignatures Summary of risk factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this report titled “Risk Factors.” Thefollowing is a summary of the principal risks we face, any of which could adversely affect our business, operating results, financial condition,or prospects: •The pendency of our Merger (as defined below) with Coursera, Inc., or the failure to complete the Merger in a timely manner or at all,could adversely affect our business, financial condition, results of operations and stock price.•While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our businessrelationships, financial condition and results of operations.•Litigation relating to the pending Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantialcosts.•As a result of the pending Merger, our current and prospective employees could experience uncertainty about their future with us or thecombined company following the Merger, and as a result, key employees may depart.•As a result of the pending Merger, certain learners, instructors, UB customers and other business partners may decide not to dobusiness with us or change their relationship with us.•We have a history of losses, and we may not be able to generate sufficient revenue to increase or sustain profitability in the future.•We operate in an emerging and dynamic market, which makes it difficult to evaluate our future results of operations.•Our results of operations may fluctuate significantly from period to period due to a wide range of factors, which makes our future resultsdifficult to predict.•Our growth may not be sustainable and