Udemy (NASDAQ: UDMY) plans merger with Coursera to build larger skills platform

Rhea-AI Filing Summary

Udemy, Inc. has agreed to combine with Coursera, Inc. to form a larger online learning platform focused on skills development and certification. Udemy highlights its base of more than 80 million learners, 17,000 enterprises and 85,000 instructors, while Coursera brings 191 million registered learners and branded content from top educational and industry partners. Together, the companies aim to offer enterprise customers a more comprehensive set of skills, development and validation solutions, adding access to accredited institutions alongside instructor-led content.

The transaction is expected to close by the second half of 2026, subject to required regulatory approvals, approvals by Coursera and Udemy stockholders, and other customary closing conditions. Management emphasizes opportunities to accelerate investment and innovation, particularly around growing demand for digital skills and the role of AI, while cautioning that numerous risks and uncertainties could affect the combined company’s results and the benefits of the transaction.

Positive

• Planned merger with Coursera significantly expands Udemy’s global learner reach, combining its 80 million learners with Coursera’s 191 million registered learners.
• Combination aims to offer a more comprehensive enterprise skills and certification platform by uniting instructor-led content with accredited and branded programs.

Negative

• Closing is contingent on regulatory approvals, stockholder approvals and other customary conditions, introducing timing and completion risk.
• Forward-looking statements highlight integration, retention, legal, cost and market risks that could limit or delay realizing expected synergies and benefits.

Insights

Technology M&A and strategy analyst

Udemy plans a transformative merger with Coursera, creating a very large global online learning platform if completed.

Udemy has agreed to combine with Coursera, joining two major online learning platforms into a single company. Udemy cites a network of more than 80 million learners, 17,000 enterprises and 85,000 instructors, while Coursera contributes 191 million registered learners and strong relationships with top universities and industry partners. The combined offering is intended to cover accredited higher education, branded and professional certifications, and practical on-the-job skills for enterprise customers.

The communication underscores strategic goals rather than financial details, emphasizing potential synergies in skills discovery, development and validation, and plans to accelerate platform investment amid rising demand for digital and AI-related skills. At the same time, it lists extensive risks: regulatory approvals, stockholder approvals, integration challenges, retention of key personnel, maintaining customer and partner relationships, realizing expected synergies and managing costs related to the deal.

The transaction is targeted to close by the second half of 2026, contingent on regulatory and stockholder approvals and other customary conditions. Until more specifics emerge in the planned Form S-4 registration statement and joint proxy statement/prospectus, the ultimate financial impact, deal terms and post-combination performance remain dependent on execution, regulatory outcomes and the ability to integrate operations while serving a broad global learner base.

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 employees of Udemy, Inc.

To: All-Employee

From: Hugo Sarrazin, President and CEO

Subject: Udemy’s Exciting Next Chapter

Udemy Team,

Moments ago, we announced 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. We are excited to enter a new stage that will accelerate our mission and expand access to the skills people need to unlock opportunity for themselves and others.

Founded on a mission to make learning available to anyone, anywhere, Udemy now supports more than 80 million learners and 17,000 enterprises through 85,000 instructors who create content that helps people upskill, reskill and stay competitive in a fast-changing market. Coursera shares this mission to transform lives through learning and that’s what makes this combination exciting for our next phase. Our planned combination with Coursera is a testament to your hard work and the value we have built at Udemy.

Why We Will Be Stronger Together

Based in Mountain View, California, Coursera is one of the world’s largest online learning platforms and is best known for its branded content from top educational and industry partners. We believe that by combining our complementary offerings, we will be able to offer Udemy’s enterprise customers comprehensive skills, development and validation solutions, becoming a go-to destination for professional learners around the world seeking higher education, branded and professional certifications, and practical on-the-job skill development and validation. We are especially excited about the benefits for our customers and learners, who will have access to learning from accredited institutions alongside our instructor content, and for our expert instructor community, which will gain access to Coursera’s 191 million registered learners.

This combination will also position us to accelerate investment and innovation in our platform to create opportunities in the growing market. With demand for digital skills growing exponentially, and with the increasing role of AI as an enabler for individuals and organizations, now is the right time to join forces with Coursera. As one company, we will be positioned to better serve the upskilling and reskilling needs of learners, institutions, and enterprises globally.

Coursera, like us, is passionate about creating impactful learning opportunities that deliver measurable results. Together, we will be able to bring more affordable and accessible learning experiences to deliver life-changing results for individuals and organizations.

Next Steps

The transaction is expected to close by the second half of 2026, subject to the receipt of required regulatory approvals, approvals by Coursera and Udemy stockholders, and the satisfaction of other customary closing conditions. As we work towards closing, here are a few important reminders:

• Udemy and Coursera will continue to operate as separate companies, which means it remains business as usual at Udemy.

• Today’s announcement has no impact on your roles, reporting structures, compensation, and day-to-day work, which remain unchanged. We have important work underway, and we must stay focused on our business priorities and continue to invest in the future of our platform.

If you receive inquiries from the media or other third parties, please direct them to Glenn Lehrman.

We are committed to keeping you as updated as possible throughout this process. We will hold an All Company meeting today at 8:00 a.m. PT to discuss the transaction and have posted an FAQ here to address some of your questions. We also have scheduled time immediately following the All Company meeting to meet with your functional leader to discuss and answer any other questions, as appropriate. We also encourage you to take a look at our joint website here for additional information.

I hope you share in my enthusiasm for our next chapter. This planned combination has been made possible by your hard work and all that we’ve built together, and positions us to deliver even more value to learners worldwide.

Sincerely,

Hugo Sarrazin

President and Chief Executive Officer

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 that it has agreed to combine with Coursera, Inc. to create a larger online learning platform focused on skills discovery, development and mastery for individuals 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, approvals by Coursera and Udemy stockholders, and the satisfaction of other customary closing conditions.

How large are Udemy and Coursera’s user bases mentioned in the filing?

Udemy reports supporting more than 80 million learners, 17,000 enterprises and 85,000 instructors, while Coursera is described as having 191 million registered learners.

What strategic benefits does Udemy expect from combining with Coursera?

Udemy expects the combination to provide complementary offerings, giving enterprise customers comprehensive skills, development and validation solutions, and offering learners access to accredited institutions, branded and professional certifications, and practical on-the-job skill development.

What key risks to the Udemy–Coursera business combination are highlighted?

The communication cites risks including regulatory approvals, effects of the announcement on retention of personnel and customers, potential business disruptions, integration challenges, realizing expected synergies, legal proceedings, fluctuations in Coursera or Udemy stock prices, and general market and competitive conditions.

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

No. The text states that it is not an offer or solicitation to buy or sell securities or to solicit any vote or approval, and that any offering of securities will only be made by means of a prospectus meeting applicable legal requirements.

Where can Udemy (UDMY) investors find more detailed information about the proposed merger?

Investors are directed to future filings, including a registration statement on Form S-4 with a joint proxy statement/prospectus to be filed with the SEC, as well as Udemy’s and Coursera’s other SEC filings available on www.sec.gov and their respective investor relations websites.