Udemy (UDMY) executive has 10,777 shares withheld for taxes

Rhea-AI Filing Summary

Udemy, Inc. reported that Robert Rosenthal, President of Udemy Business, had 10,777 shares of common stock withheld on March 15, 2026 to cover tax obligations tied to the vesting of restricted and/or performance stock units. The footnote states that no shares were sold. After this tax-withholding disposition, Rosenthal directly holds 416,712 shares of Udemy common stock.

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

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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^*

Rosenthal Robert

(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)
	President, Udemy Business

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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

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	03/15/2026		F		10,777(1)	D	$4.77	416,712	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. Shares withheld by Udemy to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. No shares were sold.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	03/16/2026
	** 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).
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FAQ

What insider transaction did Udemy (UDMY) disclose for Robert Rosenthal?

Udemy disclosed that Robert Rosenthal had 10,777 shares of common stock withheld to satisfy tax obligations from vesting restricted and/or performance stock units. This was a tax-withholding disposition, not an open-market trade or discretionary sale of shares.

Did Robert Rosenthal sell Udemy (UDMY) shares in this Form 4 filing?

No, the Form 4 footnote explicitly states that no shares were sold. Instead, 10,777 shares were withheld by Udemy to cover tax withholding requirements related to the vesting and settlement of restricted stock units and/or performance stock units.

How many Udemy (UDMY) shares does Robert Rosenthal hold after this transaction?

After the tax-withholding transaction, Robert Rosenthal directly holds 416,712 shares of Udemy common stock. This figure reflects his position following the 10,777 shares withheld to satisfy tax obligations on vested equity awards.

What does the F transaction code mean in Udemy (UDMY) executive’s Form 4?

The F transaction code indicates shares were disposed of to pay an exercise price or tax liability. In this Udemy filing, 10,777 shares were withheld by the company to satisfy tax withholding on vested stock units, rather than sold in the open market.

What role does Robert Rosenthal hold at Udemy (UDMY) in this Form 4?

Robert Rosenthal is identified as an officer of Udemy, serving as President, Udemy Business. The reported Form 4 transaction relates to his equity compensation, specifically tax withholding on the vesting of restricted and/or performance stock units.