Udemy (UDMY) CFO uses 4,846 shares for tax withholding, holds 1.43M

Rhea-AI Filing Summary

Udemy, Inc. Chief Financial Officer Sarah Blanchard reported a tax-related share disposition. On the Form 4, 4,846 shares of Udemy common stock were withheld at a price of $4.74 per share to satisfy tax withholding obligations tied to the vesting and settlement of restricted stock units and/or performance stock units. A footnote clarifies that no shares were sold. Following this transaction, she directly holds 1,426,295 Udemy shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Blanchard Sarah

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,846	$4.74	$23K

Holdings After Transaction: Common Stock — 1,426,295 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 4,846 shares Withholding price per share: $4.74 per share Shares held after transaction: 1,426,295 shares

3 metrics

Shares withheld for taxes 4,846 shares Withheld to satisfy tax obligations on vesting equity awards

Withholding price per share $4.74 per share Value used for tax-withholding disposition of 4,846 shares

Shares held after transaction 1,426,295 shares Direct Udemy common stock ownership following the Form 4 transaction

Key Terms

restricted stock units, performance stock units, tax withholding, Form 4

4 terms

restricted stock units financial

"tax withholding requirements on the vesting and settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"vesting and settlement of restricted stock units and/or performance stock units"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding financial

"Shares withheld by Udemy to satisfy tax withholding requirements"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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 CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/06/2026		F		4,846(1)	D	$4.74	1,426,295	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 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	05/07/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Udemy (UDMY) CFO Sarah Blanchard report in this Form 4?

Udemy CFO Sarah Blanchard reported a tax-related share disposition. A total of 4,846 common shares were withheld by Udemy at $4.74 per share to cover tax obligations on vesting equity awards, with no open-market sales disclosed.

Were any Udemy (UDMY) shares sold on the market in this Form 4?

No, the filing states that no Udemy shares were sold. The 4,846 shares shown were withheld by the company solely to satisfy tax withholding requirements on vesting restricted and performance stock units, rather than being sold in open-market transactions.

How many Udemy (UDMY) shares does CFO Sarah Blanchard hold after this transaction?

After the tax-withholding transaction, Sarah Blanchard directly holds 1,426,295 Udemy common shares. This figure comes from the Form 4’s post-transaction ownership line, reflecting her remaining direct equity stake following the share withholding for taxes.

What is the nature of the Udemy (UDMY) Form 4 transaction code F?

The Form 4 uses transaction code F, indicating a tax-withholding disposition. This code means shares were delivered back to Udemy to pay exercise price or tax liabilities on equity awards, rather than representing a discretionary buy or sell decision in the open market.

Why did Udemy (UDMY) withhold 4,846 shares from Sarah Blanchard?

Udemy withheld 4,846 shares to meet tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units. This mechanism lets the company satisfy tax obligations without the executive executing a separate cash payment or market sale.