UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2026
Udemy, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-40956
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27-1779864
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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600 Harrison Street, 3rd Floor
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San Francisco, California
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94107
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(Address of Principal Executive Offices)
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(Zip Code)
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(415) 813-1710
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.00001 par value per share
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UDMY
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The Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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As previously disclosed, on December 17, 2025, Udemy, Inc. (“Udemy”) entered into an Agreement and Plan of Merger (as it may be amended from time to
time, the “Merger Agreement”) with Coursera, Inc. (“Coursera”) and Chess Merger Sub, Inc. (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into
Udemy (the “Merger”), with Udemy continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Coursera.
In connection with the Merger, Udemy held a special meeting of stockholders on April 9, 2026,
at 8:00 a.m. Pacific Time (the “Special Meeting”). The Special Meeting was held exclusively online via interactive webcast.
At the close of business on March 6, 2026, the record date for the Special Meeting (the “Record Date”), there were 145,824,573 shares of Udemy’s common stock, par value $0.00001 (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. Each share
of Common Stock outstanding as of the Record Date was entitled to one vote per share on each matter submitted for a vote at the Special Meeting. At the Special Meeting, a total of 115,121,723 shares of Common Stock were present in person or
represented by proxy, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the stockholders of Udemy (i) adopted of the Merger Agreement and (ii) approved, on a non-binding advisory basis, certain compensation that may be
paid or become payable to Udemy’s named executive officers that is based on or otherwise relates to the Merger. The following are the voting results of the proposals presented at the Special Meeting, each of which is described in more detail in Udemy and Coursera’s joint proxy statement/prospectus dated March 10, 2026, which was filed by Udemy on the same date with the Securities and Exchange Commission (the “Proxy
Statement”):
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-
VOTES
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Proposal 1: Adoption of the Merger Agreement.
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114,961,096
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147,832
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12,795
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0
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Proposal 1 was approved.
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Proposal 2: Approval, on a non-binding advisory basis, certain compensation that may be paid or
become payable to Udemy’s named executive officers that is based on or otherwise relates to the Merger.
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114,153,868
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827,032
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140,823
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0
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Proposal 2 was approved.
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Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was deemed not necessary and was not
presented at the Special Meeting as a result of the approval of Proposal 1.
The Merger remains subject to the satisfaction of the remaining closing conditions under the Merger Agreement.
Cautionary Note Regarding Forward-Looking Statements
This communication relates to a proposed business combination transaction (the “business combination”) between Coursera and Udemy. 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, are included in the Proxy Statement (available online at
https://www.sec.gov/Archives/edgar/data/1607939/000114036126008785/ny20063463x1_defm14a.htm). While the risks presented here and in the Proxy Statement, 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, 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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UDEMY, INC.
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Date: April 9, 2026
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By:
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/s/ Ken Hirschman
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Name:
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Ken Hirschman
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Title:
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General Counsel
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