Form 4: Blanchard Sarah reports disposition transactions in UDMY

Rhea-AI Filing Summary

Blanchard Sarah reported disposition transactions in a Form 4 filing for UDMY. The filing lists transactions totaling 4,969 shares at a weighted average price of $4.70 per share. Following the reported transactions, holdings were 1,203,107 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^*

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)
02/15/2026

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	02/15/2026		F		4,969(1)	D	$4.7	1,203,107	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	02/17/2026
	** 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.

FAQ

What insider transaction did Udemy (UDMY) report for its CFO on February 15, 2026?

Udemy reported a tax-withholding share disposition for CFO Sarah Blanchard on February 15, 2026. The company withheld 4,969 common shares to cover taxes from vesting restricted or performance stock units, rather than executing an open-market sale of stock.

How many Udemy (UDMY) shares were involved in Sarah Blanchard’s February 2026 Form 4?

The Form 4 shows 4,969 Udemy common shares were disposed of through tax withholding. These shares were retained by the issuer to satisfy tax obligations on equity award vesting, while Blanchard’s directly owned position remained over one million shares after the transaction.

Was Sarah Blanchard’s Udemy (UDMY) Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. A footnote explains the 4,969 shares were withheld by Udemy to satisfy tax withholding requirements tied to vesting restricted or performance stock units, explicitly stating that no shares were sold into the market.

How many Udemy (UDMY) shares does CFO Sarah Blanchard own after the reported transaction?

After the tax-withholding transaction, Sarah Blanchard beneficially owned 1,203,107 Udemy common shares directly. This figure reflects her remaining stake following the issuer’s withholding of 4,969 shares to cover tax liabilities on vested restricted or performance stock units.

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

Transaction code "F" indicates payment of a tax liability or exercise price by delivering securities. In this case, Udemy withheld 4,969 shares from CFO Sarah Blanchard’s vested restricted or performance stock units to satisfy tax withholding requirements, rather than conducting a public stock sale.