[Form 4] Udemy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Udemy, Inc. (UDMY) reporting person Robert Rosenthal, President of Udemy Business, reported a non-derivative transaction dated 09/15/2025 where 10,777 shares of common stock were disposed of at a price of $7.17 per share. The form states these shares were withheld by the issuer to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units; the filer explicitly notes no shares were sold. Following the reported transaction, the reporting person beneficially owned 328,599 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• Beneficial ownership after the transaction is clearly reported as 328,599 shares
• Transaction type is administrative tax withholding on RSU/PSU vesting and the filer explicitly states no shares were sold

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding on RSU/PSU vesting; ownership remains substantial and no open-market sale occurred.

The filing documents a common, administrative disposition of 10,777 shares via issuer withholding to cover taxes on equity compensation at $7.17 per share. Such withholding transactions do not represent an economic sale by the insider and therefore do not signal immediate insider-driven liquidity events. The reporting person continues to hold 328,599 shares directly, which is the relevant figure for assessing continued insider exposure to company equity.

Corporate Governance Expert

TL;DR: Compliance disclosure consistent with standard equity award settlement practices; no governance red flags.

The Form 4 lists the disposition reason as tax withholding on vested restricted/performance stock units and explicitly states no shares were sold. This is a standard post-vesting administrative action and reflects compliance with Section 16 reporting requirements. There is no indication of unusual timing, related-party transactions, or other governance issues in the disclosed items.

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).

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)
09/15/2025

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	09/15/2025		F		10,777(1)	D	$7.17	328,599	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	09/16/2025
	** 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 did Robert Rosenthal report on Form 4 for UDMY?

He reported a disposition of 10,777 common shares on 09/15/2025 via issuer withholding at $7.17 per share to satisfy tax withholding from vested equity awards.

Did the Form 4 indicate an open-market sale by the insider (UDMY)?

No. The filing explicitly states no shares were sold; the shares were withheld by the issuer for tax withholding on vested awards.

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

The Form 4 reports the reporting person beneficially owned 328,599 shares following the transaction.

When was the Form 4 signed for this UDMY filing?

The signature on the Form 4 was executed by an attorney-in-fact on 09/16/2025.

What role does the reporting person hold at Udemy?

The reporting person, Robert Rosenthal, is listed as President, Udemy Business and an officer of the issuer.