Udemy (UDMY) outlines Coursera combination, 2026 close target and reach

Rhea-AI Filing Summary

Udemy has agreed to combine with Coursera in a planned business combination that aims to create a leading global platform for skills-based learning. Udemy highlights that its marketplace and instructors have already reached more than 82 million learners, and says the combined company would pair its professional skills courses, labs, AI role plays and assessments with Coursera’s branded university and industry content, certifications and assessments.

Udemy says instructors could gain access to Coursera’s consumer base of over 191 million registered learners and more ways to participate in subscription and enterprise, government and university offerings. The transaction is expected to close by the second half of 2026, subject to regulatory approvals, approval by Udemy and Coursera stockholders, and other customary closing conditions. Coursera plans to file a Form S-4 registration statement with a joint proxy statement/prospectus, and both companies emphasize the risks and uncertainties described in their SEC filings.

Positive

• Strategic combination with Coursera to create a leading skills-focused learning platform, pairing Udemy’s marketplace content with Coursera’s branded university and industry certifications.
• Significantly expanded audience reach as Udemy instructors are told their content may access Coursera’s consumer base of over 191 million registered learners across global consumer and institutional channels.

Negative

• Execution and approval risks explicitly highlighted, including regulatory and stockholder approvals, integration of operations and personnel, potential business disruption, legal proceedings, and uncertainty around realizing expected synergies and benefits.

Insights

Technology sector M&A analyst

Udemy plans a transformative merger with Coursera, but completion depends on approvals and successful integration.

The planned business combination between Udemy and Coursera would join two large online learning platforms. Udemy stresses its marketplace model and instructor-created professional skills content, while Coursera contributes branded content and certifications from universities and industry partners. Management frames the deal as creating a one-stop shop for skills discovery, development and mastery for individuals and organizations.

For instructors, Udemy highlights potential reach to Coursera’s more than 191 million registered learners and expanded participation in subscription and enterprise, government and university channels. Strategically, this could reshape how professional upskilling and reskilling content is distributed across consumer and institutional segments.

The companies caution that closing, targeted for the second half of 2026, is subject to regulatory and shareholder approvals and other customary conditions. They also flag risks including integration challenges, retention of key personnel and customers, legal proceedings, and uncertainty around realizing expected synergies, directing investors to the upcoming Form S-4 and joint proxy statement/prospectus and existing 10-K and 10-Q risk factors.

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 instructors of Udemy, Inc.

To: Udemy Instructors

From: Hugo Sarrazin, President and CEO

Subject: Udemy’s Exciting Next Chapter

Dear Instructor Community,    

Udemy’s marketplace, powered by your content, has always been at the center of our success. Together, we have reached more than 82 million learners around the world – delivering life-changing results for individuals and organizations.

As the market continues to emphasize the importance of reskilling, upskilling, and learning for individuals and organizations, there is a tremendous opportunity to make an even greater impact in the lives of those we serve. That’s why I’m excited to share that we have agreed to combine with Coursera to create a leading technology platform, redefining skills discovery, development, and mastery for learners and organizations at scale. You can learn more about the announcement here.

What is happening?

You are likely familiar with Coursera, a leading online platform best known for its branded content and certification from top University and industry partners. Their product offering is highly complementary to the high-quality, fresh, and relevant professional skills-based learning experiences that Udemy’s expert instructors like you bring to life for millions of learners.

This combination creates unparalleled access to our marketplace courses, labs, AI role plays and assessments with their branded content, certifications, and assessments as a one-stop shop for skill building. For you, this means your content will gain access to Coursera’s consumer base of over 191 million registered learners and a more global scale to build and grow your expertise. It also means more opportunities for you to participate in their subscription and business offerings across Enterprise, Government and University, as well as new verticals where new growth opportunities exist.

We look forward to continuing to invest, innovate, and grow our business with a focus on supporting our learners, instructors, and enterprise customers in achieving their goals. Udemy and Coursera will be well positioned to create opportunities in the growing market for professional skills, enhance learner experiences and instructor tools, and further amplify the reach of our global instructor network.

What’s next?

I want to be clear: Udemy instructors will continue to be central to our success in this next chapter. We are committed to ensuring a smooth transition, keeping you as informed as possible on our progress, and supporting you well into the future.

The transaction is expected to close by the second half of 2026, subject to the receipt of required regulatory approvals, the approval of Udemy and Coursera stockholders, and the satisfaction of other customary closing conditions. Until the transaction, it is business as usual for Udemy and we will continue to work with you as we do today.

We posted a list of FAQs in the Instructor Community to help address your questions, and have a joint website at www.CourseraAndUdemy.com, where we have posted additional information.

Thank you for your passion and dedication to Udemy and our learners. We look forward to sharing more about the benefits of this combination with you in the coming months.

Sincerely,

Hugo Sarrazin

For additional important information about the transaction, please read this link:

udemy-combines-with-coursera/legends

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 did Udemy (UDMY) announce with Coursera?

Udemy announced that it has agreed to a proposed business combination with Coursera to create a leading technology platform focused on skills discovery, development and mastery for learners and organizations.

How could the Udemy–Coursera combination affect Udemy instructors?

Udemy states that instructors will remain central to its strategy and that their courses, labs, AI role plays and assessments could gain access to Coursera’s consumer base of over 191 million registered learners and additional subscription and enterprise, government and university offerings.

When is the Udemy and Coursera transaction expected to close?

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

Will anything change for Udemy’s day-to-day operations before closing?

Udemy states that until the transaction closes it is business as usual and that it will continue to work with instructors and other stakeholders as it does today, while providing updates and support during the transition.

What risks and uncertainties does Udemy highlight about the Coursera transaction?

Udemy notes risks related to general market conditions, competition, online learning and AI, as well as risks specific to the transaction, such as retaining personnel and customers, integration challenges, regulatory approvals, legal proceedings, and whether expected synergies and benefits will be realized.

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

The companies state that Coursera will file a registration statement on Form S-4 with a joint proxy statement/prospectus, and investors and security holders are urged to read that document and related SEC filings, which will be available for free on the SEC’s website and on Coursera’s and Udemy’s investor websites.

How many learners have Udemy and Coursera reached according to the communication?

Udemy reports that its marketplace has reached more than 82 million learners worldwide, and it cites Coursera’s consumer base as having over 191 million registered learners.