UDMY Form 4: CFO Sarah Blanchard shares withheld to cover tax on RSUs

Rhea-AI Filing Summary

Udemy insider disposal tied to tax withholding on equity awards. Sarah Blanchard, Chief Financial Officer, reported a transaction dated 08/15/2025 in which 9,302 shares of Udemy common stock were disposed of at a price of $6.83 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding requirements related to the vesting and settlement of restricted stock units and/or performance stock units, and no shares were sold. After the withholding, Blanchard beneficially owns 1,312,953 shares. The Form 4 was signed by an attorney-in-fact on 08/18/2025.

Positive

• Transaction explicitly described as tax withholding on vesting, not an open-market sale
• Full post-transaction beneficial ownership disclosed: 1,312,953 shares
• Form identifies reporting person and role: Sarah Blanchard, Chief Financial Officer

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested equity by a senior officer; not a discretionary sale.

The reported disposition of 9,302 shares at $6.83 reflects shares withheld to cover tax obligations on the vesting of RSUs/PSUs. This is a common, administrative action following vesting and the filing explicitly states no shares were sold, which reduces the likelihood that this transaction signals a deliberate liquidity decision by the officer. The resulting beneficial ownership is 1,312,953 shares, which remains unchanged except for the withholding amount. For governance monitoring, such filings confirm award settlement mechanics and compliance with Section 16 reporting.

Securities Compliance Analyst

TL;DR: Filing documents a standard withholding event; disclosure appears complete and timely.

The Form 4 lists the reporter, role (Chief Financial Officer), issuer (Udemy, UDMY), transaction date 08/15/2025, and the detail that shares were withheld for tax purposes. The signature block shows the form was executed by an attorney-in-fact on 08/18/2025. All essential fields for a non-sale withholding disposition are present, including the number of shares withheld and the post-transaction beneficial ownership, supporting record-keeping and compliance with Section 16 obligations.

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
Estimated average burden
hours per response:			0.5

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)
08/15/2025

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	08/15/2025		F		9,302(1)	D	$6.83	1,312,953	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 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.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	08/18/2025
	** 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 did Sarah Blanchard report on Form 4 for UDMY?

She reported a disposition of 9,302 shares on 08/15/2025 at $6.83 per share that were withheld to satisfy tax withholding on vested RSUs/PSUs.

Was this a sale of Udemy (UDMY) shares by the reporting person?

No. The filing states no shares were sold; the shares were withheld by the issuer to cover tax obligations.

How many Udemy shares does the reporting person own after the transaction?

The Form 4 lists 1,312,953 shares beneficially owned following the reported transaction.

What is the reporting persons role at Udemy (UDMY)?

The Form 4 identifies the reporting person as an Officer, specifically the Chief Financial Officer.

When was the Form 4 signed?

The signature block shows the form was signed by an attorney-in-fact on 08/18/2025.