UDMY Form 4: Sarah Blanchard 10b5-1 Sale and RSU Tax Withholding

Rhea-AI Filing Summary

Udemy insider sale and tax withholding by CFO. Udemy CFO Sarah Blanchard reported transactions on 09/15/2025 reducing her direct holdings. She sold 25,000 shares under an existing Rule 10b5-1 plan at a weighted average price of $7.0834, lowering her reported shares to 1,287,953. Additionally, 14,843 shares were withheld by the issuer to satisfy tax withholding related to RSU/PSU vesting; those withheld shares were not sold, leaving 1,273,110 shares beneficially owned after accounting for the withholding. The sale executed automatically under the previously adopted trading plan; the filer offers to provide trade-by-trade details on request.

Positive

• Disclosure of 10b5-1 plan adoption date provides transparency about prearranged trading.
• Reporting includes weighted average sale price and price range, and the filer offers to provide trade-level details on request.
• Post-transaction holdings remain substantial at over 1.27 million shares, indicating continued insider alignment with shareholders.

Negative

• Insider sale of 25,000 shares reduces the reporting person's stake, which some investors may view as a minor negative signal.
• Tax-withheld shares (14,843) reduce reported beneficial ownership without a cash purchase, slightly diluting insider ownership figures.

Insights

Financial Analyst

TL;DR: A routine Rule 10b5-1 sale by the CFO modestly reduces insider holdings; no derivatives or unusual transactions disclosed.

The reported transactions consist of an automated sale of 25,000 common shares under a Rule 10b5-1 plan and issuer withholding of 14,843 shares for tax obligations tied to equity vesting. The weighted average sale price was $7.0834, with execution prices ranging $6.99–$7.175. Post-transaction beneficial ownership remains above 1.27 million shares, indicating continued substantial insider stake. There are no convertible or option transactions reported on this form.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard governance practices; the 10b5-1 plan and tax withholding are properly explained.

The form discloses that the sale occurred automatically under a 10b5-1 plan adopted March 14, 2025, and clarifies withholding for RSU/PSU settlement. The filer includes an offer to provide transaction-level details, which supports transparency. No indication of material governance concerns or undisclosed related-party transactions appears in this filing.

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).

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)
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		S(1)		25,000	D	$7.0834(2)	1,287,953	D
Common Stock	09/15/2025		F		14,843(3)	D	$7.17	1,273,110	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. The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

2. The reported transaction was executed in multiple trades at prices ranging from $6.99 to $7.175. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or any security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. 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 Udemy CFO Sarah Blanchard report on Form 4 (UDMY)?

She reported an automatic sale of 25,000 shares and withholding of 14,843 shares for taxes, with post-transaction direct holdings of 1,287,953 and 1,273,110 shares respectively.

Why were 25,000 shares sold by the reporting person?

The sale occurred automatically under a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

At what price were the shares sold?

The weighted average sale price was $7.0834; execution prices ranged from $6.99 to $7.175.

Were any shares sold to cover tax withholding?

No shares were sold for taxes; 14,843 shares were withheld by the issuer to satisfy tax withholding on RSU/PSU vesting.

Does this Form 4 report any option or derivative transactions?

No. Table II for derivative securities contains no reported transactions.