Udemy (UDMY) CFO reports tax withholding shares on RSU vesting event

Rhea-AI Filing Summary

Udemy, Inc. Chief Financial Officer Sarah Blanchard reported an automatic share withholding related to equity compensation. On 01/15/2026, 10,747 shares of Udemy common stock were withheld by the company at $5.19 per share to cover tax obligations arising from the vesting and settlement of restricted stock units and/or performance stock units, and no shares were sold in the market. After this withholding, she directly beneficially owns 1,208,076 shares of Udemy common stock.

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)
01/15/2026

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	01/15/2026		F		10,747(1)	D	$5.19	1,208,076	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	01/16/2026
	** 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 its CFO?

Udemy Chief Financial Officer Sarah Blanchard reported an automatic tax-related transaction in which 10,747 shares of common stock were withheld by the company in connection with the vesting and settlement of restricted stock units and/or performance stock units.

Was the Udemy (UDMY) CFO sale a discretionary open-market trade?

No. According to the footnote, the 10,747 shares were withheld by the issuer solely to satisfy tax withholding requirements related to vesting equity awards, and no shares were sold in the market.

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

Following the reported tax withholding transaction, Chief Financial Officer Sarah Blanchard beneficially owns 1,208,076 shares of Udemy common stock in direct ownership.

What was the price used for the Udemy (UDMY) CFO share withholding?

The shares withheld to satisfy tax obligations were valued at $5.19 per share in the reported transaction.

What does transaction code "F" mean in the Udemy (UDMY) Form 4?

Transaction code "F" indicates that shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting and settlement of equity awards, rather than a discretionary purchase or sale.

What type of equity awards triggered the Udemy (UDMY) CFO tax withholding?

The footnote states that the withholding related to the vesting and settlement of restricted stock units and/or performance stock units held by the CFO.