Udemy (NASDAQ: UDMY) details proposed Coursera merger and SEC proxy steps

Rhea-AI Filing Summary

Udemy, Inc. describes a proposed business combination with Coursera, Inc. and outlines the related risks, process and required approvals. The communication emphasizes that many statements are forward-looking and subject to substantial uncertainties, including integration challenges, retention of key employees and customers, regulatory approvals and realizing potential synergies. It notes that a registration statement on Form S-4 with a joint proxy statement/prospectus will be filed with the SEC, and urges investors to read these materials carefully when available. The text also clarifies that this is not an offer to buy or sell securities, and explains that Coursera, Udemy and certain directors and executive officers may be deemed participants in soliciting proxies for the transaction.

Insights

M&A and securities process analyst

Udemy outlines a planned merger with Coursera and the regulatory proxy process.

The communication centers on a proposed business combination between Udemy and Coursera, framed through extensive forward-looking statement language. It highlights that expected benefits such as synergies, operational outlook and integration are uncertain and depend on many factors, including competition, online learning demand and AI-related risks.

The text stresses procedural steps rather than deal terms: a Form S-4 registration statement with a joint proxy statement/prospectus, required regulatory approvals and stockholder votes, and potential legal proceedings. It also details that both companies’ directors and executive officers may participate in proxy solicitations and directs investors to existing 10-K, 10-Q and proxy disclosures for information on governance and ownership.

Overall, this functions as an early-stage transaction and solicitation notice rather than an economic summary. Actual impact on Udemy will depend on the final terms described in the future joint proxy statement/prospectus and whether the business combination is ultimately completed.

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..

Enterprise Customer FAQs

1. How will this transaction benefit enterprise customers?

• Combining our highly complementary offerings will create a leading technology platform, redefining skills discovery, development, and mastery for learners and organizations at scale.

• Together, we will:

i. Establish a comprehensive ecosystem of world-class instructors, including faculty at top universities, industry leaders, and global subject matter experts

ii. Offer more engaging, personalized, and dynamic learning experiences

iii. Address the increasing upskilling and reskilling requirements of learners, institutions, and enterprises globally

• We’re excited about what we’ll build together with Coursera and are confident it will enable us to become a stronger partner to our customers.

2. Will there be any changes to our Udemy Business platform access or functionality?

• Today’s announcement does not change platform access, course library, or core functionality.

i. All existing features and tools will remain fully operational.

ii. Current user experience will continue without interruption.

iii. Service levels and platform performance will be maintained at existing standards.

• In short: it’s business as usual and you should continue using Udemy’s platform and services just as you always have.

3. What will happen to the Udemy brand?

• The combined company will operate under the name Coursera; however, final plans for transitioning from the Udemy brand will be developed as part of integration planning in the coming months.

4. Are our existing contract terms and pricing still valid?

• Yes, today’s announcement has no impact on contract terms, pricing, and service level agreements, which remain in full effect.

i. No changes to renewal dates, payment terms, or negotiated rates.

ii. Existing enterprise discounts and custom arrangements continue unchanged.

• In short, we look forward to continuing to work with you as we always have.

5. Will our customer success manager and support team change?

• Until the transaction is completed, it’s business as usual for Udemy—you will continue to be supported by Udemy’s customer success organization. As we transition to the new year, some changes unrelated to this announcement may occur. If there are any changes to your specific customer success manager they will be communicated fully along with a transition plan.

• Response times and support quality remain at current levels.

• Any future updates associated with this combination, including team changes following the completion of the transaction, will be communicated as transparently as possible throughout this process.

6. Will our Account Executive change?

• You will continue to be supported by your current Account Executive unless you hear otherwise.

• Until the transaction is completed, it’s business as usual for Udemy. Any future updates associated with this combination, including team changes following the completion of the transaction, will be communicated as transparently as possible throughout this process.

7. What happens to our learning data, usage analytics, and progress tracking?

• All learner data, completion records, and analytics will remain fully accessible to you.

• Reporting functions will continue as normal.

• Data privacy and security protocols will be maintained throughout this transition.

8. Will the course content library change or become unavailable?

• Today’s announcement has no impact on your access to the Udemy Business content library.

i. No content removal or access restrictions are planned.

ii. Quality standards and content curation processes will remain unchanged.

• Details about how the combined company’s courses will come together will be announced after the transaction is completed.

9. Will there be platform consolidation that requires user migration?

• Today’s announcement has no impact on the Udemy platform

• No immediate migration is required.

• Current platform infrastructure remains operational.

• Details about any future platform decisions will be announced after the transaction is completed, including advance notice, migration assistance, and training, as needed.

10. What about our custom learning paths and branded portal configurations?

• Today’s announcement has no impact on the Udemy platform.

• All learning path configurations are preserved.

• Admin controls and content organization tools remain unchanged.

• Custom reporting and dashboard settings continue as configured.

11. Will pricing increase as a result of the combination?

• There are no changes to current pricing structures and contract rates as a result of this announcement.

• We look forward to continuing to work with you as we always have.

• Any future pricing decisions would follow standard market practices and be communicated transparently with advance notification.

• Enterprise negotiations and renewal processes continue as normal.

12. How will customer support and service quality be affected?

• Today’s announcement has no impact on our customer support and services.

• Support channels, response times, and service quality remain unchanged.

• Escalation procedures and account management processes continue as normal.

13. Who should we contact with additional questions or concerns?

• Until the transaction is completed, it’s business as usual for Udemy. Continue using existing support channels and customer success contacts as you always have.

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 transaction involving Udemy (UDMY) is discussed in this communication?

The document discusses a proposed business combination between Udemy, Inc. and Coursera, Inc.. It explains that the combination is not yet completed and remains subject to various conditions, including regulatory approvals and stockholder votes.

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

The communication lists numerous risks and uncertainties, including general economic and competitive conditions, challenges specific to online learning and AI, potential disruption to current operations, retention of key personnel and customers, legal proceedings, regulatory approvals, integration difficulties and the possibility that expected synergies and benefits may not be realized.

What SEC filings will be prepared for the Udemy and Coursera business combination?

Coursera intends to file a registration statement on Form S-4 that will include a joint proxy statement/prospectus for Coursera and Udemy. Each company may also file other relevant documents with the SEC related to the business combination, and the definitive joint proxy statement/prospectus will be mailed to stockholders.

How can Udemy (UDMY) investors access detailed information about the proposed merger?

Investors are urged to read the Form S-4 registration statement, the joint proxy statement/prospectus and any amendments when available, which will be accessible free of charge on the SEC’s website at www.sec.gov. Udemy’s own SEC filings will also be available on its investor relations website or by contacting its investor relations department.

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

No. The text explicitly states that it does not constitute an offer to buy or sell securities or a solicitation of any vote or approval. Any offering of securities will only be made by means of a prospectus that meets the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Who may be considered participants in soliciting proxies for the Udemy–Coursera business combination?

The communication notes that Coursera, Udemy and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies in respect of the proposed transaction. It points investors to each company’s recent proxy statements and Form 10-K filings for detailed information about these individuals and their security holdings.