Udemy (UDMY) and Coursera propose combination to unite platforms and AI tools

Rhea-AI Filing Summary

Udemy, Inc. has announced a proposed business combination with Coursera, Inc., aiming to create a leading technology platform for skills discovery, development, and mastery for individuals and organizations. The message, directed to Udemy instructors, emphasizes that Udemy’s instructor marketplace will remain a core part of the combined company, with instructor-led, skills-based content complemented by Coursera’s academic and industry-partner network.

The combination is described as expanding instructors’ reach by giving their courses access to Coursera’s 191M+ registered learners, broadening global coverage across more geographies, languages, and skill areas. Management highlights expectations for accelerated innovation and continued investment in human-led, AI-powered tools to help instructors create content, engage learners, and grow their audiences.

The communication also includes extensive cautionary language that these benefits are forward-looking and subject to significant risks, including regulatory approvals, integration challenges, retention of key personnel and partners, market conditions, and potential legal proceedings. Investors and security holders are directed to review a planned Form S-4 registration statement and joint proxy statement/prospectus, as well as existing SEC filings, for detailed information about the proposed transaction and related risks.

Insights

Technology M&A and education-platform analyst

Udemy and Coursera plan a large strategic combination, but terms and outcomes remain uncertain.

The communication describes a proposed business combination between Udemy and Coursera that would join Udemy’s instructor-led, skills-based catalog with Coursera’s academic and partner network. Strategically, this aims to create a broader learning ecosystem and extend instructor content to Coursera’s stated base of 191M+ registered learners, which could materially change scale, product mix, and competitive positioning for both companies.

However, the text frames most benefits—such as accelerated innovation, durable growth investment, and synergies—as forward-looking statements, explicitly subject to substantial risks and uncertainties. It highlights integration challenges, talent retention, effects of the announcement on customer and partner relationships, regulatory approvals, legal proceedings, stock price volatility, and the need to operate the combined company under public benefit corporation and B Corp standards.

For investors, this is a potentially thesis-changing event because the standalone Udemy model could be replaced by a combined structure once the deal is consummated. The ultimate impact will depend on final transaction terms, regulatory outcomes, and the combined company’s ability to integrate operations and realize the anticipated benefits described in future SEC filings, including the planned Form S-4 and joint proxy statement/prospectus.

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.

Big News! Udemy + Coursera Combination Announcement

Valued Instructors,

I’m excited to share an exciting milestone: Udemy and Coursera have agreed to combine to create a leading technology platform, redefining skills discovery, development, and mastery for learners and organizations at scale.

This combination will bring together two complementary strengths — your industry-leading, skills-based content and Coursera’s deep academic and partner network — to better serve learners around the world.

The key message I want to emphasize is that the instructor marketplace that made Udemy what it is today will continue to be a foundational part of the combined business. Your expertise, agility, and teaching excellence remain essential to our vision moving forward.

What This Means for Instructors

A significantly larger audience

Your content will gain access to Coursera’s 191M+ registered learners, expanding your global reach and impact.

Complementary strengths

Your high-quality, practitioner-led instruction, combined with Coursera’s academic and industry-partner catalog, will create a comprehensive learning ecosystem.

Greater global footprint

Together, we will be even better positioned to reach learners across more geographies, languages, and skill areas.

Accelerated innovation

With combined resources, we’ll be better able to sustain investment in durable growth, rapid product development, and improved platform capabilities—especially in human-led, AI-powered tools that help instructors create, engage, and grow.

Why I’m Excited

Udemy and Coursera share a compelling vision for the future of human-led, AI-powered education and a mission to meet the growing global demand for upskilling. With greater reach, expanded resources, and highly complementary strengths, the opportunity ahead is not only significant—it’s inspiring.

Resources:

FAQ: [LINK]

Joint Website: https://www.courseraandudemy.com/

Press Release

For additional important information about the transaction, please read this link: udemy-combines-with-coursera/legends

Thank you all for being such an incredible part of this journey. Can’t wait to see where we go together with Coursera!

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 a proposed business combination with Coursera, Inc., aiming to combine their platforms into a leading technology-driven learning business focused on skills discovery, development, and mastery for learners and organizations.

What does the Udemy and Coursera combination mean for UDMY instructors?

The communication states that Udemy’s instructor marketplace will remain a foundational part of the combined business, and that instructor content will be complemented by Coursera’s academic and industry-partner catalog in a broader learning ecosystem.

How many learners could Udemy instructors reach after the Coursera combination?

Udemy indicates that instructors’ content would gain access to Coursera’s 191M+ registered learners, potentially expanding instructors’ global reach and impact across more geographies, languages, and skill areas.

What innovation benefits are highlighted in the Udemy–Coursera transaction announcement?

The companies expect that combined resources would support durable growth, faster product development, and enhanced platform capabilities, particularly in human-led, AI-powered tools that help instructors create content, engage learners, and grow their presence.

Is the Udemy and Coursera deal already completed?

No. The communication refers to a proposed business combination and notes that completion depends on factors such as regulatory approvals, satisfaction of closing conditions, integration execution, and other risks described in current and future SEC filings.

Where can Udemy (UDMY) and Coursera investors find more details about the combination?

Investors are directed to a planned Form S-4 registration statement with a joint proxy statement/prospectus to be filed with the SEC, as well as each company’s existing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings available at sec.gov and on their investor relations websites.

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

No. The text explicitly states that it is not an offer or solicitation to buy or sell any securities, nor a solicitation of any vote or approval, and that any offering of securities would only be made by a prospectus meeting U.S. Securities Act requirements.