Form 4: Udemy CFO Reports Future Stock Disposition for Tax Withholding

Udemy's Chief Financial Officer, Sarah Blanchard, filed a Form 4 disclosing a planned disposition of 25,619 shares of common stock on December 15, 2025, to cover tax obligations from vested equity awards.

Summary

• Sarah Blanchard, Chief Financial Officer of Udemy, Inc. (UDMY), reported a planned transaction involving the company's common stock.
• The transaction, scheduled for December 15, 2025, involves the disposition of 25,619 shares.
• These shares are being withheld by the issuer to satisfy tax withholding requirements related to the vesting and settlement of restricted stock units and/or performance stock units.
• The reported price for the disposition is $5.25 per share.
• Following this transaction, Sarah Blanchard will beneficially own 1,233,046 shares of Udemy common stock.
• The filing explicitly states that no shares were sold by the reporting person.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction for tax withholding purposes, which is neutral in terms of company performance or outlook. It does not indicate positive or negative sentiment regarding the company's operations or stock value.

Positives

• The transaction is a routine tax withholding event, not a discretionary sale by the insider, indicating no immediate change in management's investment sentiment.
• The disclosure provides transparency regarding future equity compensation related activities for a key executive.

Negatives

• No direct negatives are identified as this is a standard, non-discretionary transaction for tax purposes.

Future Outlook

The filing indicates a planned future transaction on December 15, 2025, related to the vesting of equity awards and subsequent tax withholding. This is a forward-looking report of an expected, non-discretionary event.

Management Comments

• 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.

Industry Context

This type of transaction (shares withheld for tax on equity vesting) is a common and routine occurrence for executives receiving equity-based compensation across all industries. It reflects the standard practice of managing tax liabilities associated with vested stock awards.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon the vesting of restricted stock units (RSUs) or performance stock units (PSUs) is a standard industry practice for executive compensation. Companies like Google (GOOGL), Microsoft (MSFT), and Apple (AAPL) routinely process similar transactions for their executives, ensuring compliance with tax laws without requiring the executive to sell shares on the open market.
• The reported price of $5.25 per share for the disposition is the value used for tax purposes at the time of the transaction, which is consistent with how such events are valued across the market.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and not a sale by the insider. It provides transparency on executive compensation practices.
• Employees: No direct impact beyond the executive involved; reflects standard equity compensation practices.

Key Dates

Keywords

Udemy, UDMY, Form 4, Insider Transaction, Stock Disposition, Tax Withholding, Restricted Stock Units, Performance Stock Units, CFO, Sarah Blanchard