Coursera, Inc. 8-K Filings

Coursera reported strong top-line growth for the quarter ended June 30, 2026, with revenue of $298.6 million, up 60% year over year, largely reflecting the inclusion of Udemy following the May 11 all-stock combination. More than 85% of revenue now comes from recurring subscription streams across its Enterprise and Consumer segments.

GAAP results were pressured by integration activity, with a net loss of $80.4 million and $79.8 million of merger, integration, and restructuring costs, while non-GAAP net income rose to $40.4 million. Adjusted EBITDA reached $42.7 million, a 14.3% margin, and management raised full-year 2026 revenue guidance to $1.220–$1.245 billion and increased the Adjusted EBITDA margin target to approximately 14%.

Enterprise revenue doubled to $140.0 million with a 79.3% gross margin, and Consumer revenue grew to $158.6 million with a 65.1% margin, though Enterprise Net Retention Rate eased to 91%. Coursera closed a $100 million strategic investment for a 33.33% stake in AI-native LearnVector and repurchased $90.3 million of stock in Q2, $140 million to date under its $500 million authorization, while ending the quarter with $982 million in cash, cash equivalents, and marketable securities and no debt.

Coursera, Inc. has approved a workforce reduction plan tied to its recent merger with Udemy. The plan is meant to better align its cost structure and staffing with post-merger business objectives and operational priorities.

The company expects to record approximately $8 million to $11 million of expenses, mainly for termination benefits such as severance and healthcare coverage for impacted employees. Most of these cash charges are expected to occur in the third and fourth quarters of 2026. Stock-based compensation from this action is not expected to be material. Coursera notes that local laws and consultation requirements could extend some position eliminations beyond 2026 and that actual charges may differ materially from current estimates. Management also highlights broader efficiency and synergy efforts related to the Udemy merger, with any additional associated costs and benefits to be disclosed in future periodic reports.

Coursera discusses its post‑merger profile after combining with Udemy and shares a detailed 2026 outlook. On a pro forma basis, the combined company generated more than $1.5 billion of revenue in 2025, split between Enterprise and Consumer segments.

For 2026, Coursera guides to reported revenue of $1.21–$1.24 billion, up 60–64% due to including Udemy only from mid‑May. On a normalized combined basis that assumes Udemy for the full year, revenue is expected at $1.49–$1.52 billion, a 4–2% decline as Enterprise grows modestly and Consumer faces transactional headwinds despite double‑digit subscription growth.

More than 80% of Q1 2026 revenue came from recurring Enterprise and Consumer subscription streams, and Q1 combined Consumer subscription revenue rose 17% year over year while non‑subscription revenue fell 24%. Coursera targets $115 million+ of annual run‑rate net synergies by the end of 2027, including at least $80 million by the end of 2026, supporting an expected 2026 gross margin of about 61.5% and Adjusted EBITDA margin of 13%, rising to roughly 16% in Q4.

Pro forma cash was $1.15 billion with no debt as of March 31, 2026, and Coursera has a $500 million share repurchase authorization, under which it has already bought back about $70 million of stock.

Coursera, Inc. filed an amendment to its prior merger report to provide detailed historical and unaudited pro forma financial information for its combination with Udemy, Inc. The filing applies acquisition accounting and shows how the two businesses would look as a single company.

The estimated merger consideration is $673.5 million, including 116.6 million Coursera shares valued at $5.66 per share. For the year ended December 31, 2025, pro forma combined revenue is $1,547.3 million with a net loss of $197.6 million, and goodwill is preliminarily estimated at $161.6 million on $418.5 million of acquired intangible assets. For the three months ended March 31, 2026, pro forma combined revenue is $387.1 million with a net loss of $52.7 million.

Coursera, Inc. held its 2026 annual stockholder meeting, where investors voted on board elections, executive pay, and the auditor for the coming year. As of the April 23, 2026 record date, 169,333,436 common shares were outstanding, and 133,743,423 shares were represented, establishing a quorum.

Stockholders elected three Class II directors—Christopher D. McCarthy, Andrew Y. Ng, and Lydia Paterson—to serve until the 2029 annual meeting or until successors are elected and qualified. They also approved, on a non-binding advisory basis, the compensation of Coursera’s named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Coursera, Inc. announced that its board has approved a share repurchase program authorizing the company to buy back up to $500 million of its common stock. Repurchases may occur over time through open market transactions, including under Rule 10b5-1 trading plans, and structured to comply with Rule 10b-18.

The program has no fixed expiration date, can be modified or suspended at any time, and does not obligate Coursera to repurchase any specific amount. Coursera expects to fund repurchases with existing cash balances and cash flow from operations, following its recent combination with Udemy and amid expectations of future synergies and cash generation.

Coursera, Inc. completed its previously announced all-stock merger with Udemy, Inc., making Udemy a wholly owned subsidiary. Each Udemy share was exchanged for 0.800 shares of Coursera common stock, with cash paid in lieu of fractional shares.

The company expects the combined business to generate more than $1.5 billion of annual revenue in 2025 and achieve run-rate annual cost synergies of $115 million within 24 months. Former Coursera stockholders now own about 59% of the combined company and former Udemy stockholders about 41%. Coursera also doubled its authorized common shares from 300 million to 600 million and restructured its board, adding three former Udemy directors, including a new audit committee chair designated as an audit committee financial expert.

Coursera reported Q1 2026 revenue of $195.7 million, up 9% year over year, led by 10% growth in its Consumer segment. Consumer revenue reached $129.5 million, while Enterprise revenue rose 7% to $66.2 million.

GAAP net loss widened to $20.5 million, or a net loss margin of 10.5%, compared with a $7.8 million loss a year earlier. On a non-GAAP basis, Coursera generated net income of $12.4 million and Adjusted EBITDA of $13.5 million, a 6.9% margin, both down versus Q1 2025. Free Cash Flow declined to $3.0 million.

Gross profit improved 11% to $108.6 million, with gross margin expanding to 55.5%, helped by a new platform fee and greater use of Coursera-produced content. The company ended the quarter with about $790 million in cash and no debt, and 205 million total registered learners.

Coursera reaffirmed full-year 2026 guidance for revenue between $805 million and $815 million and Adjusted EBITDA between $70 million and $76 million, targeting an annual Adjusted EBITDA margin of roughly 9%. It also highlighted progress toward its planned all-stock merger with Udemy, which has shareholder approval and is expected to deliver about $115 million in annual run-rate cost synergies within 24 months of closing.

Coursera, Inc. reported that its stockholders approved key items needed to complete its planned acquisition of Udemy, Inc. At a special meeting, holders of 112,952,116 shares of Coursera common stock were represented out of 169,313,599 shares outstanding as of the record date, constituting a quorum.

Stockholders approved issuing Coursera common shares under the Merger Agreement, with 112,318,586 votes in favor, 273,944 against and 359,586 abstentions. They also adopted an amendment to Coursera’s charter to increase authorized common shares from 300,000,000 to 600,000,000, with 111,016,381 votes for, 1,581,645 against and 354,090 abstentions.

The proposal to adjourn the meeting was not needed because the main proposals passed. The Udemy merger remains subject to satisfaction of remaining closing conditions, including required approvals and other conditions described in the Merger Agreement and related disclosures.

Coursera, Inc. is supplementing its joint proxy statement/prospectus for its planned all-stock merger with Udemy after three shareholder lawsuits and additional demand letters challenged the adequacy of merger disclosures. The companies deny any wrongdoing but are adding detailed background on negotiations, board deliberations and financial advisor analyses.

The new disclosures describe Coursera’s M&A committee formation, Udemy’s board review of alternatives, and Morgan Stanley and Qatalyst valuation work, including exchange-ratio ranges, cash positions and revenue-based valuation multiples. The filing reiterates extensive forward-looking risk factors and notes that special shareholder meetings for both companies are scheduled for April 9, 2026.

Coursera, Inc. appointed Michael Foley, age 52, as its permanent Senior Vice President, Chief Financial Officer and Treasurer, effective March 16, 2026. He had been serving in these roles on an interim basis and will remain the company’s principal financial and accounting officer.

Under a new offer letter, Foley will receive an annual base salary of $475,000 and be eligible for an annual cash bonus targeted at 70% of base salary. His 2026 bonus will be prorated from the effective date, with a minimum earned bonus for 2026 of $200,000, subject to continued employment through the payment date.

The Board granted Foley 350,000 restricted stock units (RSUs) and 350,000 performance-based RSUs (PSUs). RSUs vest over four years, starting February 15, 2027. PSUs also vest over four years, based on financial performance for the year ending December 31, 2026 and continued service. Starting on the effective date, he will participate as a Class A Executive in Coursera’s Amended and Restated Executive Severance Plan.

Coursera, Inc. reported that the U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino antitrust waiting period for its planned all-stock merger with Udemy, Inc., effective February 9, 2026. This regulatory milestone removes a key U.S. antitrust hurdle for closing the transaction.

The merger, agreed on December 17, 2025, aims to combine the two online learning platforms, but completion still depends on other customary closing conditions, additional required regulatory approvals, and approval by Coursera and Udemy stockholders.

Coursera, Inc. filed a current report to note that it released its financial results for the fourth quarter and full year ended December 31, 2025. The company issued both a press release and a detailed shareholder letter on February 5, 2026 to present these results.

These materials are included as exhibits to the report but are furnished rather than filed, which means they are not automatically incorporated into other securities law filings unless specifically referenced later.

Coursera, Inc. reported that its Board of Directors has designated Michael Foley, the company’s Senior Vice President, Chief Financial Officer, Treasurer and principal financial officer, to also serve as its principal accounting officer effective January 3, 2026. This means Foley will now oversee both the financial and accounting functions.

The company stated that Foley will not receive any additional compensation for taking on the principal accounting officer role. It also noted that there are no arrangements or understandings with other persons related to this designation, no family relationships with any director or executive officer, and no related‑party transactions requiring disclosure under Regulation S‑K.

Coursera agreed to acquire Udemy in an all-stock merger, giving each Udemy share 0.800 Coursera share. Udemy will merge into a Coursera subsidiary and is expected to become a wholly owned subsidiary of Coursera if the transaction closes, with Udemy stockholders receiving cash instead of fractional Coursera shares.

The combined board is expected to have nine directors, six from Coursera and three from Udemy, while Coursera’s current chairman and chief executive officer remain in place. Closing depends on approvals from Udemy and Coursera stockholders, NYSE listing of the new Coursera shares, antitrust and other regulatory clearances, and an effective Form S-4. The merger agreement provides reciprocal $40,500,000 termination fees and $8.0 million expense reimbursements in specified circumstances, and is supported by voting agreements from significant stockholders holding about 26% of Udemy’s and 12% of Coursera’s outstanding common stock.

Coursera, Inc. reports that Michele M. Meyers, its Vice President of Accounting, Chief Accounting Officer and principal accounting officer, has resigned effective January 2, 2026.

She notified the company of her decision on December 12, 2025, in order to pursue another opportunity. Coursera states that her resignation is not the result of any disagreement with the company regarding its operations, policies or procedures.

Coursera, Inc. disclosed that it has entered into an Agreement and Plan of Merger under which a wholly owned Coursera subsidiary will merge with Udemy, Inc., with Udemy surviving as a wholly owned subsidiary of Coursera. The companies also furnished a joint press release and an investor presentation describing the proposed business combination and its anticipated benefits.

The communication contains extensive forward-looking statements about expected timing, potential synergies and the combined company’s outlook, while emphasizing substantial risks and uncertainties. These include the ability to retain and hire key personnel, maintain customer and vendor relationships, obtain required regulatory approvals, integrate operations under public benefit corporation and B Corp standards, manage legal proceedings and transaction-related costs, and avoid business disruptions. Coursera plans to file a registration statement that will include a joint proxy statement/prospectus so Coursera and Udemy stockholders can review detailed information before voting on the transaction.

Coursera, Inc. appointed Michael Foley as interim Senior Vice President, Chief Financial Officer, Treasurer and principal financial officer, effective with his first day of employment on November 17, 2025. Foley, age 52, brings experience from roles at New Enterprise Associates, Branch Metrics, Alphabet, Unity Software, Electronic Arts, Microsoft, and Ernst & Young. Under his offer letter, he will receive a monthly salary of $166,667 and may earn a cash bonus of up to $200,000 contingent on satisfactory performance of key responsibilities determined by the Human Resources and Compensation Committee. Coursera expects to enter into its standard indemnification agreement with him and has disclosed that there are no related-party arrangements or family relationships connected to his appointment.

Coursera, Inc. filed a current report to let investors know it has released its financial results for the quarter ended September 30, 2025. On October 23, 2025, the company issued both a press release and a shareholder letter discussing these third-quarter 2025 results, and attached them as exhibits to the report.

The materials are furnished under a section that keeps them outside certain securities law liabilities and prevents them from being automatically incorporated into other SEC filings unless specifically referenced.

Coursera, Inc. filed a current report describing two main developments. First, on October 2, 2025, the company reaffirmed the financial guidance it previously issued on July 24, 2025 for both the third quarter and full year 2025, and said it plans to release third quarter results for the period ended September 30, 2025 after the U.S. market closes on October 23, 2025. The results will be shared via a press release with detailed financial information and a conference call later that day.

Second, Coursera disclosed that its Senior Vice President, Chief Financial Officer, and Treasurer, Kenneth R. Hahn, notified the company on September 30, 2025 of his intention to resign from his executive roles effective October 29, 2025. Under a previously disclosed retention agreement, he is eligible for severance benefits subject to signing a release, and the company expects to enter into a 12‑month advisory agreement so he can help transition his responsibilities to his successor. Coursera issued a press release on October 2, 2025 covering both the guidance reaffirmation and the CFO transition.