Udemy (UDMY) president reports PSU vesting and tax withholding share disposition

Rhea-AI Filing Summary

Udemy, Inc. executive Robert Rosenthal, President of Udemy Business, reported equity compensation activity involving company common stock. On February 23, 2026, he acquired 34,148 shares through a grant and vesting of performance-based restricted stock units at no cost, following achievement of a performance condition and subject to ongoing time-based vesting.

On February 24, 2026, 4,981 shares were disposed of through shares withheld by Udemy to cover tax withholding obligations upon vesting and settlement of stock units, and the filing states that no shares were sold. After these transactions, Rosenthal directly held 346,989 common shares.

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)
02/23/2026

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	02/23/2026		A		34,148(1)	A	$0	351,970	D
Common Stock	02/24/2026		F		4,981(2)	D	$4.91	346,989	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 shares of common stock under a performance-based restricted stock unit ("PSU") award dated March 15, 2025. On February 23, 2026, a performance-based vesting condition was achieved with respect to the award. The PSUs remain subject to time-based vesting under which one-third of the total number of PSUs vest on February 24, 2026, and then 1/12th of the total number of PSUs will vest on each March 15, June 15, September 15, and December 15 thereafter, starting with June 15, 2026, subject to the reporting person's continuous service with the issuer.

2. 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	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Udemy (UDMY) report for Robert Rosenthal?

Robert Rosenthal reported a stock unit grant and related tax withholding share disposition. He acquired 34,148 common shares from a performance-based restricted stock unit vesting and had 4,981 shares withheld by Udemy to satisfy tax obligations, with no shares actually sold in the market.

How many Udemy (UDMY) shares does Robert Rosenthal hold after this Form 4?

After these transactions, Robert Rosenthal directly holds 346,989 shares of Udemy common stock. This reflects the vesting and grant of 34,148 shares and the withholding of 4,981 shares for tax purposes, as disclosed in the Form 4 filing and related footnotes.

Was there any open-market buying or selling in this Udemy (UDMY) Form 4?

The Form 4 indicates no open-market buying or selling. Shares were acquired via a performance-based restricted stock unit grant and vesting, and 4,981 shares were withheld by Udemy for tax requirements, with the footnote explicitly stating that no shares were sold.

What is the nature of the 34,148-share award reported by Udemy (UDMY)?

The 34,148 shares relate to a performance-based restricted stock unit award dated March 15, 2025. A performance condition was achieved on February 23, 2026, and the units remain subject to time-based vesting over scheduled dates, contingent on Rosenthal’s continued service with Udemy.

Why were 4,981 Udemy (UDMY) shares disposed of in the Form 4?

The 4,981 shares were withheld by Udemy to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units and/or performance stock units. The filing clarifies this was a tax-withholding disposition and confirms that no shares were actually sold.

How do the time-based vesting terms work for Rosenthal’s Udemy (UDMY) PSU award?

For this PSU award, one-third of the total PSUs vest on February 24, 2026. Thereafter, 1/12th of the total PSUs vest on each March 15, June 15, September 15, and December 15 starting June 15, 2026, subject to his continuous service with Udemy.