Form 4: Udemy Executive's Tax-Related Stock Transaction

Udemy's President of Business, Robert Rosenthal, reported a disposition of 10,777 shares of common stock for tax withholding purposes.

Summary

• Robert Rosenthal, President of Udemy Business, reported a transaction on September 15, 2025.
• 10,777 shares of Udemy Common Stock were disposed of at a price of $7.17 per share.
• This disposition was due to shares being withheld by Udemy to cover tax withholding requirements related to the vesting and settlement of restricted stock units and/or performance stock units.
• No shares were sold by Mr. Rosenthal in the open market.
• Following this transaction, Mr. Rosenthal beneficially owns 328,599 shares of Udemy Common Stock.

Sentiment

Score: 6

Explanation: The transaction is a routine tax withholding event following the vesting of equity awards, which is a neutral to slightly positive indicator of executive compensation realization. It does not represent a discretionary sale by the insider.

Positives

• The transaction represents a routine tax withholding event, not an open market sale by the executive.
• The withholding of shares is a result of the vesting and settlement of restricted stock units and/or performance stock units, indicating compensation realization.

Future Outlook

NA

Industry Context

This Form 4 filing details a standard executive compensation event, specifically the tax withholding associated with the vesting of equity awards. Such transactions are common across all industries for publicly traded companies that use restricted stock units or performance stock units as part of their executive compensation packages. It does not reflect a strategic move or a change in industry dynamics.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon the vesting of equity awards is a standard and widely accepted method of managing executive compensation in publicly traded companies, including those in the technology and education sectors like Udemy.
• This mechanism is consistent with compensation practices observed at comparable companies such as Coursera (COUR), Chegg (CHGG), and other SaaS-based learning platforms, ensuring compliance with tax regulations while delivering equity-based incentives.

Related Party Transactions

• The disposition of shares for tax withholding purposes is a transaction between the reporting person (Robert Rosenthal) and the issuer (Udemy, Inc.) related to executive compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine tax withholding, not a discretionary sale. It confirms the vesting of executive equity, which is part of the approved compensation structure.
• Management: Robert Rosenthal's beneficial ownership remains substantial, aligning his interests with long-term company performance.

Key Dates

Recommendation

This Form 4 filing details a routine tax withholding transaction related to executive compensation and does not indicate any fundamental change in the company's operations or outlook. It is not a discretionary sale by the insider. Therefore, it provides no new information that would warrant a change in investment recommendation, suggesting a "hold" position for existing investors.

Keywords

Udemy, UDMY, Form 4, insider transaction, executive compensation, Robert Rosenthal, tax withholding, restricted stock units, performance stock units