Udemy (UDMY) CFO reports stock sale and tax withholding

Rhea-AI Filing Summary

Udemy, Inc. Chief Financial Officer Sarah Blanchard reported two stock transactions involving the company’s common stock. On March 13, 2026, she sold 25,000 shares in an open-market transaction at a weighted average price of $4.775 per share under a Rule 10b5-1 trading plan adopted on March 14, 2025.

On March 15, 2026, 14,843 shares were withheld by Udemy at $4.77 per share to satisfy tax withholding requirements on the vesting and settlement of restricted stock units and/or performance stock units; no shares were sold in that transaction. After these transactions, she directly holds 1,440,920 shares of Udemy common stock.

Insider Trade Summary 10b5-1

Net Seller: 25,000 shares ($119,375)

Net Sell 2 txns

Insider Blanchard Sarah

Role Chief Financial Officer

Sold 25,000 shs ($119K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	14,843	$4.77	$71K
Sale	Common Stock	25,000	$4.775	$119K

Holdings After Transaction: Common Stock — 1,440,920 shares (Direct)

Footnotes (1)

1. The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025. The reported transaction was executed in multiple trades at prices ranging from $4.69 to $4.86. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or any security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. 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.

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).

X

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)
03/13/2026

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	03/13/2026		S(1)		25,000	D	$4.775(2)	1,455,763	D
Common Stock	03/15/2026		F		14,843(3)	D	$4.77	1,440,920	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. The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

2. The reported transaction was executed in multiple trades at prices ranging from $4.69 to $4.86. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or any security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. 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	03/16/2026
	** 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.
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 transactions did Udemy (UDMY) CFO Sarah Blanchard report?

Udemy CFO Sarah Blanchard reported an open-market sale of 25,000 common shares and a separate tax withholding disposition of 14,843 shares. The tax-related shares were withheld by Udemy on vesting of stock units, and no shares were sold in that transaction.

How many Udemy (UDMY) shares did Sarah Blanchard sell and at what price?

She sold 25,000 shares of Udemy common stock in an open-market transaction at a weighted average price of $4.775 per share. The filing notes multiple trades between $4.69 and $4.86, with the reported figure reflecting the weighted average sale price.

Were Sarah Blanchard’s Udemy (UDMY) share sales made under a Rule 10b5-1 plan?

Yes. The Form 4 states the reported sale occurred automatically under a Rule 10b5-1 trading plan adopted by Sarah Blanchard on March 14, 2025. Such plans pre-schedule trades, reducing the significance of day-to-day market timing decisions.

How many Udemy (UDMY) shares does CFO Sarah Blanchard hold after these transactions?

Following the reported sale and tax withholding transaction, Sarah Blanchard directly holds 1,440,920 shares of Udemy common stock. This post-transaction figure reflects her remaining direct ownership after the 25,000-share sale and the 14,843 shares withheld for taxes.

What does the tax withholding transaction in Udemy’s Form 4 represent?

The 14,843-share transaction reflects shares withheld by Udemy to cover tax obligations on vesting and settlement of restricted stock units and/or performance stock units. The filing explicitly states that no shares were sold in this tax withholding event.

What price was used for the tax withholding on Udemy (UDMY) shares?

The tax withholding transaction used a price of $4.77 per share for the 14,843 withheld shares. This withholding satisfied tax requirements related to vested restricted stock units and performance stock units, according to the language in the Form 4 footnote.