[Form 3] Coursera, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Coursera, Inc. director Marylou Maco filed an initial statement of beneficial ownership on common stock. The filing reports direct ownership of 48,386 shares of Coursera common stock.

The footnotes explain that this position stems from Udemy, Inc. restricted stock units that fully vested and were converted into Coursera shares under an Agreement and Plan of Merger, using a 0.800 exchange ratio at the merger’s effective time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Maco Marylou

Role null

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 48,386 shares (Direct, null)

Footnotes (1)

1. In connection with the terms of the Agreement and Plan of Merger, dated December 17, 2025, by and among Udemy, Inc. ("Udemy"), Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into Udemy (the "Merger"), with Udemy surviving the Merger as a wholly owned subsidiary of Coursera. At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Maco became fully vested and converted into the right to receive the number of shares of Coursera common stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy common stock that had been subject to such award as of immediately prior to the Effective Time, multiplied by (2) 0.800.

Key Figures

Common stock held: 48,386 shares RSU conversion ratio: 0.800

2 metrics

Common stock held 48,386 shares Direct beneficial ownership after conversion

RSU conversion ratio 0.800 Udemy restricted stock units to Coursera common stock

Key Terms

Agreement and Plan of Merger, Merger Sub, wholly owned subsidiary, restricted stock unit award, +1 more

5 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of the Agreement and Plan of Merger, dated December 17, 2025..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Sub regulatory

"Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into Udemy..."

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

wholly owned subsidiary financial

"with Udemy surviving the Merger as a wholly owned subsidiary of Coursera."

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

restricted stock unit award financial

"each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Maco became fully vested..."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock unit award..."

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Maco Marylou

(Last) (First) (Middle)

2440 WEST EL CAMINO REAL

SUITE 500

(Street)

MOUNTAIN VIEW CALIFORNIA 94040

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2026

3. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	48,386(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with the terms of the Agreement and Plan of Merger, dated December 17, 2025, by and among Udemy, Inc. ("Udemy"), Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into Udemy (the "Merger"), with Udemy surviving the Merger as a wholly owned subsidiary of Coursera.

2. At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Maco became fully vested and converted into the right to receive the number of shares of Coursera common stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy common stock that had been subject to such award as of immediately prior to the Effective Time, multiplied by (2) 0.800.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Sylvia Lexington	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)