Udemy (UDMY) outlines proposed Coursera business combination and next steps

Rhea-AI Filing Summary

Udemy, Inc. has agreed to combine with Coursera, Inc. in a proposed business combination to create a larger online learning platform. The companies describe a plan to build a more comprehensive ecosystem of instructors, university faculty, industry partners, and subject‑matter experts, aiming to support learners from higher education through their professional careers and to address global upskilling and reskilling needs.

The transaction is expected to close by the second half of 2026, subject to regulatory approvals, approval by both Coursera and Udemy stockholders, and other customary conditions. Until completion, Udemy states it will operate on a “business as usual” basis for customers. The communication also highlights numerous risks, including regulatory approvals, integration challenges, potential disruption to current operations and relationships, and uncertainties around realizing anticipated benefits and synergies.

Positive

• Transformative strategic combination: Udemy and Coursera have agreed to a proposed business combination intended to create a leading online learning and skills platform with a broader content ecosystem.
• Expanded learning ecosystem: The combined company is expected to offer a more comprehensive mix of university faculty, industry leaders and global experts, supporting learners from higher education through professional careers and corporate upskilling needs.

Negative

• Significant closing uncertainty: Completion is subject to regulatory approvals, stockholder approvals at both companies, and other customary conditions, and may not occur on the expected timeline or at all.
• Integration and disruption risks: The companies highlight risks that the combination could disrupt current operations, complicate talent retention, affect customer and vendor relationships, and that anticipated synergies and other benefits may not be realized or may be delayed.
• Potential legal and market volatility: The disclosure cites possible legal proceedings related to the business combination and notes that prices of Coursera or Udemy stock may fluctuate around the transaction.

Insights

M&A and capital markets analyst

Udemy and Coursera plan a large strategic combination with notable execution risks.

The communication outlines a proposed business combination between Udemy and Coursera aimed at creating a leading online learning platform. Strategically, combining two sizeable players could reshape their competitive positioning in digital education, with emphasis on broader content, branded university and industry programs, and deeper coverage of professional upskilling and reskilling.

The plan is explicitly conditional: closing is targeted for the second half of 2026, subject to regulatory approvals, stockholder approvals at both companies, and customary conditions. The risk disclosures stress potential disruptions from the announcement itself, challenges retaining talent and customer relationships, legal proceedings related to the deal, and the possibility that expected synergies and other benefits may not be realized or may take longer than anticipated.

For investors, this is a potentially transformative event for both businesses, but its actual impact depends on deal completion and subsequent integration. The parties indicate that more detailed information, including risk factors and transaction terms, will be provided in a Form S‑4 registration statement and joint proxy statement/prospectus to be filed with the SEC, which will guide future voting decisions by Coursera and Udemy stockholders.

Filed by Udemy, Inc.

Pursuant to Rule 425 Under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Udemy, Inc.

Commission File No.: 001-40956

The following communication was first made available on December 17, 2025 to customers of Udemy, Inc.

To: Udemy Customers

From: Hugo Sarrazin, President and CEO

Subject: Udemy’s Exciting Next Chapter

[Dear Udemy Customer],

At Udemy, everything we do is guided by our mission: to transform lives through learning. That is why I’m so excited to share that Udemy has agreed to combine with Coursera to create a leading technology platform, redefining skills discovery, development, and mastery for learners and organizations at scale. I encourage you to read more here.

How does this combination bring more learning opportunities?

Since our founding, Udemy has built one of the world’s largest and most loved online learning platforms and skills marketplaces. Similarly, Coursera is a leading online learning platform with branded content from top educational and industry partners, including courses, degrees, verified assessment and certificate programs in a wide range of subjects.

As a combined company, Udemy and Coursera will create a comprehensive ecosystem of world-class instructors, including faculty at top universities, industry leaders, and global subject matter experts. Together, we will be even better positioned to meet your needs from higher-education through the duration of any professional career. In addition to offering more engaging, personalized, and dynamic learning experiences, we will be able to address the increasing upskilling and reskilling requirements of learners, institutions, and enterprises globally. This will create exciting opportunities and an even more compelling marketplace.

What happens next?

The transaction is expected to close by the second half of 2026, subject to the receipt of required regulatory approvals, approval from Coursera and Udemy stockholders, and the satisfaction of other customary closing conditions. Until the transaction is completed, it’s business as usual for Udemy and you should continue using Udemy’s platform and services just as you always have. We are committed to keeping you as updated as possible as we work to bring together the best of both our organizations. If you have any questions, please do not hesitate to reach out to your normal contacts.

Thank you for being part of the Udemy community. We’re excited about what we’ll build together.

Regards,

[NAME]

[TITLE], Udemy

Below are important statements regarding the transaction and our communications regarding the transaction.

Cautionary Note Regarding Forward-Looking Statements

This communication relates to a proposed business combination transaction (the “business combination”) between Udemy, Inc. (“Udemy”) and Coursera, Inc. (“Coursera”). This communication contains forward-looking statements that involve substantial risks and uncertainties. Any statements contained in this communication 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,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “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 include, but are not limited to, statements regarding expected timing and benefits of the business combination and the outlook for Coursera’s and Udemy’s results of operations and financial condition (including potential synergies) following the business combination. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Coursera or Udemy stock. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, benefits 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: general economic, market or business conditions, including competition, risks related to online learning solutions and risks related to our AI innovations and AI generally; risks related to the business combination, including the effect of the announcement of the business combination on the ability of Coursera or Udemy to retain and hire key personnel and maintain relationships with customers, vendors and others with whom Coursera or Udemy do business, or on Coursera’s or Udemy’s operating results and business generally; risks that the business combination disrupts current plans and operations and the potential difficulties in attracting and retaining qualified personnel as a result of the business combination; the outcome of any legal proceedings related to the business combination; the ability of the parties to

consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the 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.; Coursera’s and Udemy’s ability to implement our plans, forecasts and other expectations with respect to the combined company’s business after the completion of the transaction and realize expected synergies and other benefits of the combination within the expected timeframe or at all; the amount of the costs, fees, expenses and charges related to the proposed combination; fluctuations in the prices of Coursera or Udemy stock; and potential business disruptions following the business combination. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. While the risks presented here, and those to be presented in the registration statement on Form S-4, are considered representative, they should not be considered a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Coursera’s and Udemy’s respective periodic reports and other filings with the SEC, including the risk factors identified in Coursera’s and Udemy’s most recent Quarterly Reports on Form 10-Q, Coursera’s most recent Annual Report on Form 10-K (available online at https://www.sec.gov/Archives/edgar/data/1651562/000165156225000013/cour-20241231.htm) and Udemy’s most recent Annual Report on Form 10-K (available online at https://www.sec.gov/Archives/edgar/data/1607939/000160793925000011/udmy-20241231.htm), under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in Part I, Item 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A (Quarterly Reports), all of which are available online on the SEC’s website at https://www.sec.gov. The forward-looking statements included in this communication are made only as of the date hereof, and are based on the current beliefs of Coursera and Udemy as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Neither Coursera nor Udemy undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except to the extent required by law.

The information that can be accessed through hyperlinks or website addresses included in this communication is deemed not to be incorporated in or part of this communication.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information About the Business Combination and Where to Find It

In connection with the business combination, Coursera intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Coursera and Udemy and that also constitutes a prospectus of Coursera. Each of Coursera and Udemy may also file other relevant documents with the SEC regarding the business combination. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Coursera or Udemy may file with the SEC. The definitive joint proxy statement/prospectus will be mailed to stockholders of Coursera and Udemy. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus and other documents containing important information about Coursera, Udemy and the business combination, once such documents are filed with the SEC through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by Coursera will be available online free of charge on Coursera’s website at https://investor.coursera.com or by contacting Coursera’s Investor Relations department at ir@coursera.org. Copies of the documents filed with the SEC by Udemy will be available online free of charge on Udemy’s website at https://investors.udemy.com or by contacting Udemy’s Investor Relations department at ir@udemy.com.

Participants in the Merger Solicitation

Coursera, Udemy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Coursera, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Coursera’s proxy statement for its 2025 Annual Meeting of Stockholders under the headings “Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “CEO Pay Ratio,” “Pay Versus Performance,” “Non-Employee Director Compensation,” “Certain Relationships and Related Transactions” and “Security Ownership of Certain Beneficial Owners and Management,” which was filed with the SEC on March 31, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1651562/000165156225000026/cour-20250331.htm, and Coursera’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which was filed with the SEC on February 24, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1651562/000165156225000013/cour-20241231.htm. To the extent holdings of Coursera’s securities by its directors or executive officers have changed since the amounts set forth in Coursera’s definitive proxy statement for its 2025 Annual

Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available online at https://www.sec.gov/edgar/browse/?CIK=1651562&owner=exclude. Information about the directors and executive officers of Udemy, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Udemy’s proxy statement for its 2025 Annual Meeting of Stockholders under the headings “Director Compensation,” “Our Executive Officers,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards in 2024,” “Outstanding Equity Awards at 2024 Fiscal Year End,” “Related Person Transactions” and “Security Ownership of Certain Beneficial Owners and Management,” which was filed with the SEC on April 25, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1607939/000160793925000046/ude-20250422.htm, and Udemy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, which was filed with the SEC on February 19, 2025 and is available online at https://www.sec.gov/Archives/edgar/data/1607939/000160793925000011/udmy-20241231.htm. To the extent holdings of Udemy’s securities by its directors or executive officers have changed since the amounts set forth in Udemy’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available online at https://www.sec.gov/edgar/browse/?CIK=1607939&owner=exclude. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Coursera or Udemy using the sources indicated above.

FAQ

What did Udemy (UDMY) announce regarding Coursera?

Udemy announced that it has agreed to a proposed business combination with Coursera, Inc. The aim is to combine their online learning platforms to create a larger technology and skills ecosystem serving individual learners, institutions and enterprises.

When is the Udemy and Coursera business combination expected to close?

The companies state that the transaction is expected to close by the second half of 2026, subject to required regulatory approvals, approval from Coursera and Udemy stockholders, and satisfaction of other customary closing conditions.

How does Udemy describe the benefits of combining with Coursera?

Udemy describes the combination as creating a comprehensive ecosystem of world‑class instructors, university faculty and industry leaders, offering more engaging and personalized learning experiences and addressing increasing global upskilling and reskilling needs for learners and organizations.

Will Udemy customers see immediate changes to the platform or services?

Udemy says that until the transaction is completed, it is business as usual and customers should continue using Udemy’s platform and services as they always have. The company commits to keeping customers updated as integration planning progresses.

What risks do Udemy and Coursera highlight about the proposed business combination?

The companies list numerous risks, including challenges obtaining regulatory and stockholder approvals, potential disruption to current operations and relationships, difficulties integrating the businesses, legal proceedings related to the deal, and the possibility that expected synergies and benefits may not be realized.

Where can Udemy and Coursera investors find more information about the transaction?

The companies state that Coursera intends to file a Form S‑4 registration statement with a joint proxy statement/prospectus, and that investors and security holders should read that document and related SEC filings carefully when available, as they will contain important information about the business combination.