Udemy (UDMY) CFO granted 194,500 RSUs in new equity award

Rhea-AI Filing Summary

Udemy, Inc. reported that Chief Financial Officer Sarah Blanchard acquired 194,500 shares of common stock through a grant of restricted stock units under the 2021 Equity Incentive Plan. The RSUs carry no purchase price and increase her directly held stake to 1,480,763 shares.

According to the terms, one-quarter of the RSUs will vest on June 15, 2026, with additional portions vesting on each quarterly anniversary thereafter, as long as she continues to provide service to Udemy. This structure ties a significant portion of her compensation to ongoing tenure with the company.

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^*

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)
02/27/2026

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	02/27/2026		A		194,500(1)	A	$0	1,480,763	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. Represents restricted stock units ("RSUs") granted pursuant to the issuer's 2021 Equity Incentive Plan. 1/4th of the RSUs will vest on June 15, 2026 and on each quarterly anniversary thereafter, subject to the reporting person's continuous service with the issuer.

Remarks:

	/s/ James Babikian, Attorney-in-Fact	02/27/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Udemy (UDMY) report for CFO Sarah Blanchard?

Udemy reported that CFO Sarah Blanchard received a grant of 194,500 restricted stock units of common stock. The units were awarded at no cash cost and are part of her equity compensation under Udemy’s 2021 Equity Incentive Plan.

How many Udemy (UDMY) shares does the CFO hold after this Form 4 grant?

After the reported grant, CFO Sarah Blanchard directly holds 1,480,763 shares of Udemy common stock. This total includes the newly awarded 194,500 restricted stock units, which will vest over time subject to her continued service with the company.

What are the vesting terms of the 194,500 Udemy (UDMY) RSUs granted to the CFO?

The 194,500 restricted stock units vest over time. One-quarter of the RSUs will vest on June 15, 2026, and additional portions will vest on each quarterly anniversary after that date, conditioned on Sarah Blanchard’s continuous service with Udemy.

Did the Udemy (UDMY) CFO pay a purchase price for the 194,500 RSUs?

No cash purchase price was paid for the 194,500 restricted stock units, as indicated by a per-share price of $0.00. The award represents equity-based compensation granted under Udemy’s 2021 Equity Incentive Plan rather than an open-market stock purchase.

Under which plan were the Udemy (UDMY) CFO’s 194,500 RSUs granted?

The 194,500 restricted stock units granted to Udemy CFO Sarah Blanchard were issued under Udemy’s 2021 Equity Incentive Plan. This plan provides equity awards to employees and ties part of their compensation to the company’s stock over a vesting period.

Is the Udemy (UDMY) CFO’s RSU award dependent on continued employment?

Yes, the RSU award depends on continued service. The footnote explains that vesting of the 194,500 restricted stock units occurs only if Sarah Blanchard maintains continuous service with Udemy through each vesting date, starting June 15, 2026 and quarterly thereafter.