Coursera adopts rights plan with 15% ownership trigger
A 15% beneficial-ownership threshold and a 10-day post-announcement period govern when the rights generally become exercisable.
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Form Type
8-K
Rhea-AI Filing Summary
Coursera, Inc. adopted a stockholder rights plan and declared a dividend of one preferred share purchase right for each outstanding common share. The dividend is payable November 19, 2026, to stockholders of record at close of business that day; the rights expire November 7, 2027. Coursera said the plan is effective immediately and followed recent common-stock accumulation by a holder whose latest public filings reported approximately 14.7% ownership.
The rights initially trade with common stock and generally become exercisable 10 days after public announcement that a person or group beneficially owns 15% or more. A holder at or above the threshold as of the announcement is grandfathered, but rights become exercisable if that holder later increases ownership by 0.001% or more. Each right permits purchase of one one-thousandth of a Series A Junior Participating Preferred Share for $19.50. If a person or group becomes an Acquiring Person, other holders may buy common stock with a $39.00 market value for $19.50, based on the common stock’s market price before the acquisition. Before the acquirer owns 50% or more, the Board may exchange each eligible right for one common share. Before any person or group becomes an Acquiring Person, the Board may redeem all rights for $0.01 per right.
Filing Explained
Under the adopted rights plan, certain derivative positions also count toward the 15% trigger as beneficial ownership when counterparties hold the underlying Coursera shares, even if those interests would not otherwise count as share ownership or be reportable under the cited rules.
8-K Event Classification
5 items: 1.01, 3.03, 5.03, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Rights per outstanding common share: 1 right
Reported stockholder ownership: approximately 14.7%
Acquiring Person threshold: 15% or more
+5 more
8 metrics
Rights per outstanding common share
1 right
Dividend declared under the rights plan
Reported stockholder ownership
approximately 14.7%
Based on the stockholder’s most recent public filings
Acquiring Person threshold
15% or more
Beneficial ownership of outstanding common stock
Exercisability delay
10 days
After public announcement that a person or group has become an Acquiring Person
Exercise price
$19.50 per right
Purchase of one one-thousandth of a Series A Junior Participating Preferred Share
Flip-in purchase value
$39.00 market value for $19.50
Coursera common stock for holders other than the Acquiring Person
Redemption price
$0.01 per right
Board may redeem all rights before a person or group becomes an Acquiring Person
Rights expiration
November 7, 2027
Rights plan expiration date
Key Terms
Acquiring Person, Distribution Date, Notional Common Shares, Grandfathering
4 terms
Acquiring Person regulatory
"has become an “Acquiring Person”"
An acquiring person is an individual or entity that buys or otherwise gains a significant ownership stake in a publicly traded company, often enough to influence control, board composition, or corporate strategy. Think of it like a new homeowner who purchases enough rooms in a shared house to decide how the house is run; such a change can affect management decisions, dividend policies, and how the market values the company.
Distribution Date regulatory
"date when the Rights become exercisable is the “Distribution Date.”"
The distribution date is the day a company, fund, or trust actually pays out cash or other assets to its shareholders or unitholders. Think of it as the payday when owners receive dividends, interest, or capital gains distributions; it matters to investors because it determines when you get the money, can affect the security’s price that day, and has tax and cash-flow consequences.
Grandfathering regulatory
"“Grandfathering” of Existing Holders"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do Coursera (COUR) rights become exercisable?
They generally become exercisable 10 days after public announcement that a person or group has become an Acquiring Person by beneficially owning 15% or more of Coursera common stock. Rights held by that Acquiring Person are void and cannot be exercised.
What can Coursera (COUR) rights holders buy if the plan is triggered?
Each right initially permits its holder to purchase one one-thousandth of a Series A Junior Participating Preferred Share for $19.50. If a person or group becomes an Acquiring Person, other holders may purchase Coursera common stock with a $39.00 market value for $19.50, based on the common stock’s market price before the acquisition.
How does Coursera (COUR) count derivative positions under the rights plan?
Certain synthetic interests from derivatives are treated as beneficial ownership of the equivalent number of Coursera common shares when counterparties to the contracts directly or indirectly hold actual common shares. Swap dealers without an associated control intent or intent to evade the plan are excepted.
Is the Coursera (COUR) rights dividend taxable to stockholders?
Coursera said the dividend distribution is not taxable to stockholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2026
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (650 ) 963-9884
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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The information set forth below under Item 3.03 is hereby incorporated by reference into this Item 1.01.
| Item 3.03. |
Material Modification to Rights of Security Holders.
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On November 7, 2026, the board of directors (the “Board of Directors”) of Coursera, Inc., a Delaware public benefit corporation (the “Company”), declared a dividend of
one preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company, par value $0.00001 per share (“Company Common Stock”), and adopted a stockholder rights plan, as set forth in the Rights Agreement dated as of
November 8, 2026, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agreement”). The dividend is payable on November 19, 2026 to
Company stockholders of record as of the close of business on November 19, 2026. The rights will expire on November 7, 2027.
The Board of Directors has adopted the rights plan in response to the accumulation of Company Common Stock in recent days by a stockholder that, according to its most
recent public filings, currently owns approximately 14.7% of the outstanding Company Common Stock. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 15% or more of the
outstanding Company Common Stock without the approval of the Board of Directors.
A summary of the terms of the Rights Agreement follows. Capitalized terms used but not defined below have the meaning ascribed to them in the Rights Agreement. This
description is only a summary, and is not complete, and should be read together with the entire Rights Agreement.
General.
The Rights. The Rights will
initially trade with, and will be inseparable from, shares of the Company Common Stock. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) that represent shares
of the Company Common Stock. New Rights will accompany any new shares of Company Common Stock issued after November 19, 2026 until the Distribution Date (as defined
below) or the earlier expiration, exchange or redemption of the Rights.
Exercise Price. Each Right
will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) for $19.50 (the “Exercise Price”), once the Rights become exercisable. This portion of a
Preferred Share will give the stockholder approximately the same dividend, voting and liquidation rights as would one share of Company Common Stock.
Exercisability. Following
issuance, the Rights will not be exercisable until 10 days after the date of the public announcement that a person or group has become an “Acquiring Person” (as defined in the Rights Agreement) by obtaining beneficial ownership of 15% or more of
the outstanding Company Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.
The date when the Rights become exercisable is the “Distribution Date.” Until that date, the Company Common Stock certificates (or, in the case of
uncertificated shares, notations in the book-entry account system) will also evidence the Rights, and any transfer of shares of Company Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Company
Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Company Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.
Beneficial Ownership. Certain
synthetic interests in securities created by derivative positions — whether or not such interests are considered to be ownership of the underlying Company Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange
Act of 1934 — are treated as beneficial ownership of the number of shares of Company Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company Common Stock are directly or
indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership. Shares held by
Affiliates and Associates of an Acquiring Person, and Notional Common Shares held by counterparties to a Derivatives Contract with an “Acquiring Person,” will be deemed to be beneficially owned by the Acquiring Person.
“Grandfathering” of Existing Holders. If a stockholder’s beneficial ownership of Company Common Stock as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold (including through entry into
certain derivative positions), that stockholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the stockholder increases its ownership percentage by
0.001% or more.
Expiration. The Rights will
expire on November 7, 2027, though the Board of Directors may consider whether to terminate the rights plan earlier if circumstances warrant.
Redemption. The Board of
Directors may, at its option, redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If the Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are
redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be adjusted if there is a stock split or stock dividend of Company Common Stock or similar transaction.
Anti-Dilution Provisions. The
Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification
of the Preferred Shares or Company Common Stock. No adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the
Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board of Directors may not amend the Rights Agreement in a way that adversely
affects holders of the Rights.
Consequences of a Person or Group Becoming an Acquiring Person.
Flip In. If a person or group
becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may, for $19.50, purchase shares of Company Common Stock with a market value of $39.00, based on the market price of Company Common Stock prior to such acquisition.
Exchange. After a person or
group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding shares of Company Common Stock, the Board of Directors may extinguish the Rights by exchanging one share of Company Common Stock or an
equivalent security for each Right, other than Rights held by the Acquiring Person.
Flip Over. If the Company is
later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights, except the Acquiring Person, may, for the Exercise Price, purchase shares of the acquiring corporation with a market value of $39.00, based on
the market price of the acquiring corporation’s stock prior to such transaction.
Preferred Share Provisions.
Each one one-thousandth of a Preferred Share, if issued:
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will not be redeemable;
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will entitle its holder to quarterly dividend payments of $0.001 per share, or an amount equal to the dividend paid on one share of Company Common Stock, whichever is greater;
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will entitle its holder upon liquidation either to receive $0.10 per share, or an amount equal to the payment made on one share of Company Common Stock, whichever is greater;
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will have the same voting power as one share of Company Common Stock; and
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if shares of Company Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Company
Common Stock.
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The value of one one-thousandth interest in a Preferred Share should approximate the value of one share of Company Common Stock.
The summary of the Rights Agreement set forth under this Item 3.03 is qualified in its entirety by reference to the complete terms and conditions of the Rights Agreement
and the Certificate of Designations for the Preferred Shares, which are filed as Exhibit 4.1 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 3.03. A copy of each of the
Rights Agreement and the Certificate of Designations is available free of charge from the Company upon request.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection with the adoption of the Rights Agreement referenced in Item 3.03 above, the Board of Directors approved the Certificate of Designations establishing the
Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on November 9,
2026. The Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
The information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.
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Regulation FD Disclosure.
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On November 9, 2026, the Company announced the declaration of the dividend of Rights and issued
a press release relating to such events. A copy of the press release is attached hereto as Exhibit 99.1.
Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the U.S. Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Designations of Coursera, Inc.
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4.1
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Rights Agreement, dated as of November 8, 2026, between Coursera, Inc. and Equiniti Trust Company, LLC, which includes the form of Certificate of Designations as Exhibit A, the Form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C.
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99.1
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Press Release of Coursera, Inc., dated November 9, 2026.
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104.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: November 9,
2026
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COURSERA, INC.
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| By: | /s/ Tom Savage | |
| Name:
Tom Savage |
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| Title: Senior Vice President, Chief Legal Officer and Corporate Secretary | ||
Exhibit 99.1
Coursera Adopts Limited-Duration Stockholder Rights Plan
Board of Directors Takes Action to Protect Long-Term Value for All Stockholders and Other Stakeholders in Response to a Recent
Third-Party Share Accumulation
MOUNTAIN VIEW, Calif., November 9, 2026 — Coursera, Inc. (NYSE:
COUR) (the “Company”) today announced that its Board of Directors (the “Board”) unanimously adopted a limited-duration stockholder rights plan (the “Rights Plan”) to protect the interests of all Company stockholders and stakeholders. The Rights
Plan is effective immediately and will expire in one year.
The Rights Plan was adopted in response to the accumulation of the Company’s common stock in recent days by a stockholder that, according to its most
recent public filings, currently owns approximately 14.7% of the Company’s common stock.
The Rights Plan is intended to enable Coursera’s stockholders to realize the long-term value of their investment, to guard against tactics to gain a
controlling stake in the Company without paying all stockholders an appropriate premium for that control, and to protect the Company and its stakeholders from a third party acquiring creeping control in the open market.
Additional Information on the Rights Plan
The Rights Plan is similar to those adopted by other publicly traded companies. It applies equally to all current and future stockholders and is not
intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interest of the Company and its stakeholders.
Pursuant to the Rights Plan, the Company is issuing one right for each outstanding share of the Company’s common stock. The Rights Plan will generally
become exercisable only if a person or group has acquired beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock. Any person or group who currently owns more than the triggering percentage may continue to own
shares of the Company’s common stock. However, any person or group who currently owns more than the triggering percentage may not acquire any additional shares without triggering the Rights Plan. If the rights become exercisable, all holders of
rights (other than the person or group triggering the Rights Plan, whose rights would become void) will be entitled to acquire shares of the Company’s common stock at a 50% discount to the then-current market price or the Company may exchange each
right held by such holders for one share of the Company’s common stock.
The rights will expire on November 7, 2027, though the Board may consider whether to terminate the rights plan earlier if circumstances warrant.
Prior to the acquisition by a person or group of beneficial ownership of 15% or more of the Company’s common stock, the rights are redeemable for $0.01
per right at the option of the Board.
The dividend distribution will be made on November 19, 2026, payable to stockholders of record on that date, and is not taxable to stockholders.
Additional information regarding the Rights Plan will be contained in a Form 8-K to be filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”).
About Coursera
Coursera was launched in 2012 by Andrew Ng and Daphne Koller with a mission to provide universal access to world-class learning. Today, it is one of the
largest online learning platforms in the world. Coursera partners with leading university and industry partners to offer a broad catalog of content and credentials, including courses, Specializations, Professional Certificates, and degrees.
Coursera’s platform innovations — including generative AI-powered features like Coach, Role Play, and Course Builder, and role-based solutions like Skills Tracks — enable instructors, partners, and companies to deliver scalable, personalized, and
verified learning. Institutions worldwide rely on Coursera to upskill and reskill their employees, students, and citizens in high-demand fields such as GenAI, data science, technology, and business, while learners globally turn to Coursera to
master the skills they need to advance their careers. Coursera is a Delaware public benefit corporation and a B Corp.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. Any statements contained in this press release
that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “accelerate,” “achieve,” “anticipate,” “believe,” “can,” “continue,” “could,”
“demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these
terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity,
performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: our ability to attract, engage, and
retain learners; our ability to increase sales of our offerings; risks associated with our ability to develop, market and sell a more comprehensive and AI-native skills platform in a timely manner or at all, and risks related to its market
adoption; risks related to market acceptance and demand for our offerings; our ability to maintain and expand our existing content creator relationships and to develop new partnerships with universities, industry leaders, and subject matter
experts; our dependence on the supply of content created by our partners; risks related to our AI innovations and AI generally, including the rapid pace of technological change and the substantial and ongoing investment that may be required to
successfully compete; risks related to the completed business combination with Udemy, including our ability to retain and hire key personnel and maintain relationships with customers, vendors and others with whom Coursera or Udemy do business, our
ability to successfully integrate Coursera’s and Udemy’s operations and business on a timely basis or otherwise in accordance with the standards and obligations applicable to the combined company as a public benefit corporation and as a B Corp.;
the risk of impairment of goodwill and other intangible assets acquired in the business combination; fluctuations in the prices of Coursera stock; our ability to compete effectively against new and existing competitors, particularly as emerging and
evolving technologies such as AI may lower barriers to entry, enable new products and business models, and alter industry dynamics; adverse impacts on our business and financial condition due to macroeconomic or market conditions; our ability to
manage our growth; regulatory and/or policy matters or changes impacting us or our content creators; risks related to intellectual property; cybersecurity and privacy risks and regulations; potential disruptions to our platforms; risks related to
operations, regulatory, economic, and geopolitical conditions; current and future legal and regulatory matters; the impact of actions to improve operational efficiencies and operating costs; our history of net losses and ability to achieve or
sustain profitability; fluctuations in market conditions, our cash needs, and other factors affecting our ability to repurchase shares under our share repurchase authorization; our limited operating history; the relative nascency of online learning
solutions and generative AI; natural disasters, public health crises, or other catastrophic events; as well as the risks and uncertainties discussed in our most recently filed annual and quarterly reports on Forms 10-K and 10-Q and subsequent
filings and as detailed from time to time in our SEC filings. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements. Such forward-looking statements relate only to events as of the date of this press release. We undertake no obligation to update any forward-looking statements except to the extent
required by law.
Contacts
For investors: Cam Carey, ir@coursera.org
For media: Arunav Sinha, press@coursera.org