Udemy (UDMY) and Coursera outline proposed AI-driven learning combination

Rhea-AI Filing Summary

Udemy has announced a proposed business combination with Coursera to create a leading AI-powered technology platform for skills discovery, development and mastery. The companies say combining Udemy’s instructor marketplace with Coursera’s university and industry partners is expected to broaden learning options, personalized paths and industry-recognized assessments and certifications for users.

The transaction is expected to close by the second half of 2026, subject to required regulatory approvals, approval by both companies’ stockholders and other customary conditions. Until the deal is completed, learners are told they can continue using Udemy as they do today, with new features and expanded offerings to be shared after closing.

Insights

Equity analyst – edtech and M&A

Udemy plans a strategic merger with Coursera to build a larger AI-driven learning platform.

Udemy and Coursera plan a business combination aimed at creating a joint AI-powered learning platform that blends Udemy’s instructor marketplace with Coursera’s university and industry relationships. The communication emphasizes broader course breadth, personalized learning paths, and industry-recognized assessments and certifications as key intended benefits for individual and enterprise learners.

The combination is not yet completed and is expected to close by the second half of 2026, subject to regulatory approvals, stockholder approvals at both companies, and other customary closing conditions. The text notes multiple risks, including integration challenges, retention of key personnel, maintaining customer and partner relationships, legal proceedings, and the possibility that anticipated synergies and benefits may not be realized.

Until closing, Udemy’s service is expected to operate as usual for learners, and more detail on terms, risks and participant interests is planned for a Form S-4 registration statement and joint proxy statement/prospectus to be filed with the SEC. Future investor focus will likely center on those documents for financial terms, governance structure and quantified synergy expectations.

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 learners of Udemy, Inc.

To: UC Customers / Subscribers

Sender:

Subject: Udemy’s Exciting Next Chapter

Dear Udemy Learner,

We have exciting news to share with you. Udemy is combining with Coursera to create a leading AI-powered technology platform, redefining skills discovery, development, and mastery for learners and organizations at scale. This strategic combination will expand the breadth and depth of learning opportunities available to you.

What This Means for You:

• No immediate changes to your Udemy experience or how you access courses.

• All purchased content remains fully accessible in your account

• Existing subscriptions and course access continue unchanged

Looking Ahead:

This combination positions us to offer you access to an even more comprehensive, AI-powered learning experiences, personalized learning paths, industry recognized / accredited assessments and certifications. By bringing together Udemy’s extensive marketplace of instructors with Coursera’s university and industry partnerships, we will be able to provide enhanced learning experiences to further support you on your career journey.

We expect this transaction to close by the second half of 2026, subject to required regulatory approvals, approval of the transaction by Coursera and Udemy stockholders, and the satisfaction of other customary closing conditions. Until the transaction is completed, continue enjoying Udemy exactly as you do today.

We will share updates about new features and expanded offerings as they become available after the transaction closes. For questions about your account or courses, please reach out to our support team [LINK].

Thank you for being part of the Udemy learner community.

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 in this communication?

Udemy announced a proposed business combination with Coursera to create a leading AI-powered technology platform focused on skills discovery, development and mastery for learners and organizations.

When is the Udemy and Coursera transaction expected to close?

The transaction is expected to close by the second half of 2026, subject to required regulatory approvals, stockholder approvals at both companies and other customary closing conditions.

What does the proposed Udemy–Coursera combination mean for current Udemy learners?

Udemy states that the combination is intended to provide more comprehensive, AI-powered learning experiences, including personalized learning paths and industry-recognized assessments and certifications. Until the transaction is completed, learners are told to continue enjoying Udemy exactly as they do today.

What approvals are required for the Udemy and Coursera business combination?

The combination requires regulatory approvals, approval of the transaction by Coursera and Udemy stockholders, and satisfaction of other customary closing conditions before it can be completed.

Where can Udemy and Coursera investors find more detailed information about the business combination?

Coursera plans to file a registration statement on Form S-4 with a joint proxy statement/prospectus, and each company may file other relevant documents with the SEC. Investors will be able to obtain these documents for free through the SEC website and the investor relations sections of Coursera’s and Udemy’s websites.

Does this Udemy communication constitute an offer to buy or sell securities?

No. The communication expressly states that it is not an offer or solicitation to buy or sell any securities or a solicitation of any vote or approval, and that any offering of securities would only be made by means of a prospectus meeting U.S. Securities Act requirements.

What risks does Udemy highlight regarding the proposed Coursera business combination?

The text lists risks such as general economic and market conditions, risks related to online learning and AI, potential disruption from the deal announcement, retention of key personnel, maintaining relationships with customers and vendors, legal proceedings, obtaining regulatory and stockholder approvals, integration challenges and the possibility that expected synergies and benefits may not be realized.