Tax-withholding share disposition at Coursera (COUR) after RSU vesting

Rhea-AI Filing Summary

Coursera, Inc. executive Marcelo Modica, SVP and Chief People Officer, reported a tax-related share disposition. On February 15, 2026, 10,657 shares of common stock at $5.92 per share were withheld by Coursera to cover his tax liability from vesting restricted stock units. The footnote specifies this withholding does not represent a sale by Modica, and his directly held stake after the transaction is 360,560 shares of common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Modica Marcelo

(Last) (First) (Middle)

2440 WEST EL CAMINO REAL

SUITE 500

(Street)

MOUNTAIN VIEW CA 94040

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		F		10,657(1)	D	$5.92	360,560	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares of common stock withheld by the issuer to cover the reporting person's tax liability associated with the vesting of shares underlying certain restricted stock units on February 15, 2026 and does not represent a sale by the reporting person.

	/s/ Sylvia Lexington, Attorney-in-Fact	02/18/2026
	** 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 4 (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).
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FAQ

What insider transaction did Coursera (COUR) report for Marcelo Modica?

Coursera reported that SVP and Chief People Officer Marcelo Modica had 10,657 common shares withheld. The shares were used to cover tax liability from vesting restricted stock units on February 15, 2026, and did not involve an open-market sale.

Was the Coursera (COUR) insider transaction a sale of shares?

No, the transaction was not a sale. The 10,657 Coursera common shares were withheld by the company to satisfy Marcelo Modica’s tax liability related to RSU vesting, as explicitly stated in the footnote to the Form 4.

How many Coursera (COUR) shares were involved in Marcelo Modica’s tax withholding?

The transaction involved 10,657 shares of Coursera common stock. These shares were withheld by the issuer at a price of $5.92 per share to cover Marcelo Modica’s tax obligation tied to restricted stock unit vesting.

What price per share was used in the Coursera (COUR) insider tax-withholding transaction?

The tax-withholding disposition used a price of $5.92 per Coursera common share. This price applied to 10,657 shares withheld by the company to pay Marcelo Modica’s tax liability arising from RSU vesting on February 15, 2026.

How many Coursera (COUR) shares does Marcelo Modica hold after this Form 4 transaction?

After the tax-withholding transaction, Marcelo Modica directly holds 360,560 shares of Coursera common stock. This figure reflects his ownership following the withholding of 10,657 shares to satisfy taxes on vesting restricted stock units.

What was the purpose of withholding shares in the Coursera (COUR) Form 4 filing?

The withheld 10,657 Coursera shares were used to cover Marcelo Modica’s tax liability from RSU vesting. The Form 4 footnote clarifies that this was payment of tax via share withholding, not a discretionary sale by the executive.