Form 4: Udemy CEO Reports Routine Stock Withholding for Taxes

Udemy, Inc. President and CEO Hugo Sarrazin reported a disposition of 139,305 common shares for tax withholding purposes and an acquisition of 3,576 shares via an Employee Stock Purchase Plan.

Summary

• Hugo Sarrazin, President and CEO and Director of Udemy, Inc. (UDMY), reported changes in his beneficial ownership.
• On December 18, 2025, 139,305 shares of common stock were withheld by the issuer to satisfy tax withholding requirements related to the vesting and settlement of restricted stock units and/or performance stock units.
• No shares were sold by Mr. Sarrazin in this transaction. The shares were valued at $6.05 for tax purposes.
• Following this transaction, Mr. Sarrazin directly beneficially owns 926,326 shares of common stock.
• The reported beneficial ownership also includes 3,576 shares acquired on November 20, 2025, under Udemy's 2021 Employee Stock Purchase Plan (ESPP), which was voluntarily reported.
• Additionally, 47,580 shares are indirectly held by The Sarrazin Revocable Trust, where Mr. Sarrazin and his spouse are trustees and beneficiaries.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The primary transaction is a routine tax withholding, not a sale, which is a neutral event. The acquisition of shares via an ESPP adds a slightly positive note, indicating continued insider investment.

Positives

• The disposition of shares was solely for tax withholding purposes, not a sale by the insider, indicating no intent to reduce personal exposure to the company's stock.
• The reporting person acquired 3,576 shares through the company's Employee Stock Purchase Plan (ESPP), demonstrating continued investment in Udemy's equity.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This routine insider transaction, involving tax withholding on vested equity and an ESPP acquisition, is common across all industries for executives receiving equity compensation. It does not provide specific insights into broader industry trends or competitive positioning for the online learning sector.

Related Party Transactions

• 47,580 shares of common stock are indirectly held by The Sarrazin Revocable Trust u/a/d 12/14/2007, of which the reporting person and his spouse are trustees and beneficiaries.

Stakeholder Impact

• Shareholders: Minimal impact as the primary transaction is a routine tax withholding, not a discretionary sale, and an ESPP acquisition shows continued insider alignment.
• Employees: The ESPP acquisition highlights the availability and use of employee stock purchase plans within the company.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving tax withholding on vested equity and an acquisition through an Employee Stock Purchase Plan. Such transactions are common and do not typically signal a material change in the company's fundamentals or outlook. Therefore, it does not provide sufficient new information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Udemy, UDMY, Insider Transaction, Form 4, Stock Withholding, CEO, Hugo Sarrazin, Employee Stock Purchase Plan, Equity Compensation