Udemy CFO reports routine tax withholding of shares

Udemy, Inc. Chief Financial Officer Sarah Blanchard reported a routine tax-related share withholding.

Accepted by SEC EDGAR 04/07/2026 - 06:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Udemy, Inc. Chief Financial Officer Sarah Blanchard reported a routine tax-related share withholding. On the vesting and settlement of restricted stock units and/or performance stock units, 9,599 shares of common stock were withheld by Udemy to satisfy tax withholding requirements. The footnote clearly states that no shares were sold; this was not an open-market transaction. After this withholding, Blanchard directly holds 1,431,321 shares of Udemy common stock, indicating she retains a substantial equity position.

Insider Trade Summary

Exercise Price or Tax Liability: 9,599 shares

Exercise Price or Tax Liability 1 txn

Insider Blanchard Sarah

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	9,599	$4.68	$45K

Holdings After Transaction: Common Stock — 1,431,321 shares (Direct)

Holdings Before and After: Common Stock, 1,440,920 to 1,431,321 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares withheld for tax: 9,599 shares Withholding reference price: $4.68 per share Shares held after transaction: 1,431,321 shares +1 more

4 metrics

Shares withheld for tax 9,599 shares Common stock withheld to satisfy tax on RSU/PSU vesting

Withholding reference price $4.68 per share Price per share used for 9,599-share tax withholding

Shares held after transaction 1,431,321 shares Udemy common stock directly held by CFO after withholding

Transaction code F Share disposition to satisfy tax liability, not an open-market sale

Key Terms

restricted stock units, performance stock units, tax withholding requirements, Form 4, +1 more

5 terms

restricted stock units financial

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

"Shares withheld by Udemy to satisfy tax withholding requirements on the vesting"

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.

Chief Financial Officer financial

"officer_title": "Chief Financial Officer""

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Udemy (UDMY) CFO Sarah Blanchard report on this Form 4?

Udemy CFO Sarah Blanchard reported a tax-withholding disposition of 9,599 shares of common stock. The company withheld these shares to cover taxes due on vesting of restricted and performance stock units, and the footnote specifies that no shares were actually sold.

Were any Udemy (UDMY) shares sold by CFO Sarah Blanchard in this Form 4 filing?

No shares were sold in this filing. The 9,599 Udemy common shares were withheld by the company to satisfy tax obligations from RSU and performance stock unit vesting, as explicitly stated in the footnote, meaning there was no open-market sale or cash-raising trade.

How many Udemy (UDMY) shares does CFO Sarah Blanchard hold after this Form 4 transaction?

After the tax-withholding transaction, CFO Sarah Blanchard directly holds 1,431,321 shares of Udemy common stock. This post-transaction balance, disclosed in the Form 4, shows she maintains a large ongoing equity stake in the company despite the routine tax withholding.

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

The F transaction code indicates shares were disposed of to pay taxes or exercise costs. Here, 9,599 Udemy shares were withheld to satisfy tax withholding tied to RSU and performance stock unit vesting, as described, rather than being sold in the market.

Is the Udemy (UDMY) Form 4 for CFO Sarah Blanchard a routine compensation-related event?

Yes, the Form 4 reflects a routine compensation-related event. Shares were withheld to cover tax obligations arising from vesting of restricted and performance stock units, a common mechanism companies use so executives can meet tax requirements without separate cash payments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
04/06/2026

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	04/06/2026		F		9,599(1)	D	$4.68	1,431,321	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	04/07/2026
	** 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)