Coursera Inc SEC Filings

Coursera and Udemy have agreed to a proposed business combination, as described in an email from Coursera’s Enterprise General Manager to channel partners. The message explains that Coursera has entered into a definitive agreement to combine with Udemy, subject to customary closing conditions and required regulatory approvals. It highlights that the two companies see their strengths as highly complementary and expect the combined business to expand content offerings and platform innovations to better support organizations’ talent transformation goals. The note acknowledges partners may have questions about how this affects existing relationships and commits to follow-up meetings to provide more detail. Extensive cautionary language stresses that expected benefits, synergies and outcomes are forward-looking and subject to significant risks and uncertainties, including regulatory clearance, integration challenges and potential business disruption, and directs investors to future SEC filings for full information about the transaction.

Coursera and Udemy describe legal notices tied to their proposed business combination. The companies emphasize that statements about expected timing, potential benefits and synergies, and the future financial outlook of the combined business are forward-looking and subject to substantial risks and uncertainties.

They highlight risk factors such as overall economic and competitive conditions, challenges specific to online learning and AI initiatives, potential disruption from the merger announcement, difficulties retaining key employees and customers, regulatory approvals, integration execution, legal proceedings and costs, and fluctuations in Coursera’s and Udemy’s stock prices.

The communication clarifies it is not an offer to buy or sell securities or a solicitation of votes. Coursera plans to file a Form S-4 registration statement with a joint proxy statement/prospectus, and investors are urged to read that document and related SEC filings carefully when available to understand the details of the proposed combination and the interests of directors and executive officers involved in the proxy solicitation.

Coursera and Udemy describe a proposed business combination and emphasize that statements about expected timing, benefits and synergies are forward-looking and subject to significant risks and uncertainties. They highlight potential impacts from economic conditions, competition, online learning trends, AI-related risks and challenges tied to announcing and integrating the combination, including retaining employees, maintaining customer and vendor relationships, and meeting public benefit and B Corp standards.

The communication clarifies that it is not an offer or solicitation to buy or sell securities or to solicit votes. Coursera plans to file a Form S-4 registration statement with the SEC that will include a joint proxy statement/prospectus for Coursera and Udemy stockholders, who are urged to read these documents carefully when available, as they will contain important information about the transaction and the interests of directors and executive officers participating in the proxy solicitation.

Coursera and Udemy describe a proposed business combination and related legal disclosures. The communication emphasizes that statements about the timing, benefits and potential synergies of the transaction are forward-looking and subject to significant risks and uncertainties, including market conditions, competition, AI-related risks and integration challenges. It notes that the deal depends on regulatory approvals, satisfaction of closing conditions and successful integration of the two companies’ operations under public benefit corporation and B Corp standards. The companies explain that this message is not an offer to buy or sell securities or a solicitation of votes, and that full details will be provided in a planned Form S-4 registration statement and joint proxy statement/prospectus to be filed with the SEC. Investors are encouraged to read those materials carefully when available.

Coursera has agreed to acquire Udemy in an all‑stock merger, with each share of Udemy common stock converting into the right to receive 0.800 shares of Coursera common stock, subject to customary conditions and possible restructuring into a two-step merger. Udemy will become a wholly owned subsidiary of Coursera.

After closing, the combined company’s board will have nine directors, including six current Coursera directors and three current Udemy directors, while Coursera’s chairman and CEO remain in place. The deal requires approvals from Udemy and Coursera stockholders, clearance under the Hart‑Scott‑Rodino Act and other regulatory approvals, NYSE listing of the new Coursera shares, and effectiveness of a Form S‑4 registration statement. Both sides agreed to reciprocal $40.5 million termination fees in certain circumstances and $8.0 million expense reimbursements if stockholder approvals are not obtained. Voting agreements lock in support from Udemy holders owning about 26% of Udemy shares and Coursera holders owning about 12% of Coursera shares.

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. reported an insider stock sale by an officer who serves as SVP and General Counsel. On 12/15/2025, the officer disposed of 8,078 shares of Coursera common stock at a price of $8.17 per share, reported as a code "S" transaction.

After this sale, the officer beneficially owns 237,828 shares of Coursera common stock, held directly. The filing notes that the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2025, and the form was filed for one reporting person.

Coursera and Udemy plan to combine in an all-stock merger, creating a larger online learning and workforce-skilling platform. Udemy stockholders will receive 0.8 Coursera shares for each Udemy share, with Coursera holders expected to own about 59% of the combined company and Udemy holders about 41% on a fully diluted basis. Pro forma annual revenue exceeds $1.5 billion, with gross margin just over 60% and more than $150 million of adjusted EBITDA, or a 10% margin before synergies. Management targets $115 million of annual run-rate cost synergies within 24 months of closing, driven mainly by go-to-market and G&A efficiencies.

The combined company would bring together Coursera’s 191 million registered learners and subscription strength with Udemy’s 17,000+ Enterprise customers and more than $525 million of Enterprise annual recurring revenue. Leaders highlight a vision to build an AI-powered skills platform leveraging both firms’ content, instructor networks and product capabilities, supported by a pro forma cash balance of nearly $1.2 billion. The deal has been unanimously approved by both boards and is expected to close in the second half of 2026, subject to shareholder and regulatory approvals.