Udemy (UDMY) CFO updates insider holdings after 14,842-share tax withholding

Rhea-AI Filing Summary

Udemy, Inc.’s chief financial officer filed an amended insider ownership report to correct a prior tax-withholding entry on restricted and performance stock units. On December 15, 2025, the issuer withheld 14,842 shares of common stock at $5.25 per share to cover tax obligations on vesting, rather than the previously reported 25,619 shares. The company states that no shares were sold in this transaction, as the shares were retained by the issuer for taxes.

Following this withholding, the officer beneficially owned 1,243,823 shares of Udemy common stock directly. The notes explain that, after separate Rule 10b5-1 sales on December 15, 2025 reported in another insider form filed on December 16, 2025, the officer’s beneficial ownership was 1,218,823 shares. This amendment mainly clarifies the correct tax-withholding share count while confirming the officer’s substantial remaining stake.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blanchard Sarah

(Last) (First) (Middle)

C/O UDEMY, INC.

600 HARRISON STREET, 3RD FLOOR

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/16/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/15/2025(1)		F		14,842	D	$5.25(2)	1,243,823(3)	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On December 15, 2025, the reporting person filed a Form 4 which inadvertently reported the withholding by the issuer of 25,619 shares of common stock to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. In fact, as reported in this amendment, the issuer withheld 14,842 shares of common stock. No shares were sold.

2. Shares withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

3. After giving effect to the reporting person's 10b5-1 sales on December 15, 2025, as reported on a separate Form 4 filed on December 16, 2025, the reporting person beneficially owned 1,218,823 shares of the issuer's common stock.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Udemy (UDMY) report for its CFO on December 15, 2025?

The issuer withheld 14,842 shares of Udemy common stock on December 15, 2025 to satisfy tax withholding for vested restricted stock units and performance stock units. This was a non-market transaction where shares were retained by the company for taxes.

Did Udemy’s CFO actually sell any shares in this corrected transaction?

No. The disclosure states that the 14,842 shares were withheld by the issuer to cover tax obligations on vesting and settlement of equity awards, and it explicitly notes that no shares were sold in this transaction.

Why did Udemy (UDMY) file an amended insider report related to tax withholding?

The earlier report had inadvertently shown the issuer withholding 25,619 shares of common stock for taxes. This amendment corrects the figure to 14,842 shares actually withheld, clarifying the true number of shares used for tax withholding on the officer’s equity awards.

How many Udemy shares did the CFO own after the corrected withholding transaction?

After the corrected tax-withholding transaction, the CFO beneficially owned 1,243,823 shares of Udemy common stock directly. The footnotes further explain that after separate Rule 10b5-1 sales on the same date, reported in another insider form, beneficial ownership was 1,218,823 shares.

What is the role of Rule 10b5-1 in the Udemy CFO’s disclosed transactions?

The notes indicate that some sales on December 15, 2025 were made under a Rule 10b5-1 trading plan and are reported in a separate insider filing. The amended report here relates only to tax withholding on equity award vesting, not to those 10b5-1 sales.

At what price were the Udemy shares withheld for taxes in this insider report?

The common stock withheld by the issuer for tax purposes in this corrected transaction is reported at a price of $5.25 per share, applied to the 14,842 shares used to satisfy tax withholding requirements.