Udemy, Inc. filings document the company’s transition from a Nasdaq-listed online learning platform to a wholly owned subsidiary of Coursera after the completed merger. The record includes Form 8-K disclosure of the merger closing, termination of a secured revolving credit facility, and related capital-structure changes, as well as a Form 25 notification covering removal of Udemy common stock from Nasdaq listing and Section 12(b) registration.
Earlier filings cover operating and financial results, material agreements, shareholder voting matters, governance, risk factors, and capital-structure disclosures for Udemy’s enterprise and consumer learning businesses.
Udemy, Inc. executive Robert Rosenthal, President of Udemy Business, reported equity compensation activity involving company common stock. On February 23, 2026, he acquired 34,148 shares through a grant and vesting of performance-based restricted stock units at no cost, following achievement of a performance condition and subject to ongoing time-based vesting.
On February 24, 2026, 4,981 shares were disposed of through shares withheld by Udemy to cover tax withholding obligations upon vesting and settlement of stock units, and the filing states that no shares were sold. After these transactions, Rosenthal directly held 346,989 common shares.
Udemy, Inc. filed its annual report describing an AI-focused learning platform and a planned all-stock merger with Coursera. Udemy stockholders are expected to receive 0.800 shares of Coursera common stock for each Udemy share, with Coursera holders owning about 59% of the combined company and Udemy holders about 41%.
The company highlights a 2025 shift to a subscription-first model, with subscriptions providing 72% of total revenue and the Enterprise (Udemy Business) segment contributing 66% of revenue. Udemy serves nearly 84 million learners with over 290,000 courses and 90,000 instructors, and emphasizes AI-powered personalization, analytics and enterprise workforce upskilling.
Key risks center on completing the Coursera merger, integration uncertainty, potential litigation, business disruption, and broader challenges such as a history of losses, intense competition, evolving online learning demand, and the need to retain key instructors, customers and employees.
Udemy shared communications with its instructor community about the planned business combination with Coursera, including a video message and transcript from Coursera CEO Greg Hart explaining the vision and principles behind the transaction. The message emphasizes the value of creator expertise, the open marketplace model, and that integration planning is underway while both companies will operate as separate companies until the transaction closes.
The communication reiterates four guiding principles — creator expertise, complementary learning models, AI-enabled innovation, and trust/clarity with creators — and includes a standard cautionary note about forward-looking statements and references to the forthcoming Form S-4 joint proxy statement/prospectus.
Blanchard Sarah reported disposition transactions in a Form 4 filing for UDMY. The filing lists transactions totaling 4,969 shares at a weighted average price of $4.70 per share. Following the reported transactions, holdings were 1,203,107 shares.
Prosus N.V., MIH Edtech Investments B.V., and Naspers Ltd report that they now beneficially own 0 shares of Udemy, Inc. common stock, representing 0.0% of the class as of 12/31/2025. Each reporting person discloses no sole or shared voting or dispositive power over Udemy shares.
The filing explains that MIH Edtech is a subsidiary of Prosus and that Naspers holds a majority of Prosus’s voting power, but all three entities report ownership of 5 percent or less of Udemy’s common stock.
Coursera and Udemy report that the planned business combination has passed a key step in its regulatory review. The U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino antitrust law, meaning the U.S. premerger antitrust review is complete. Closing still depends on customary conditions, including additional regulatory clearances outside the U.S. and approval by stockholders of both companies. Until completion, Coursera and Udemy will continue operating as separate, independent businesses while jointly planning for integration. The communication also highlights extensive forward-looking risk factors and explains that a registration statement on Form S-4 with a joint proxy statement/prospectus will be filed, which investors are urged to read in full when available.
Udemy provided employees an update on its proposed business combination with Coursera. The companies have received early termination of the waiting period under the U.S. Hart-Scott-Rodino antitrust law, meaning the U.S. premerger competition review is complete, which is a significant regulatory milestone for the deal.
Udemy explains that antitrust filings in other countries are still under review and both companies are preparing a joint proxy/registration statement on Form S-4 for the SEC. After this is filed and cleared, shareholders of both companies will be asked to vote to approve the transaction, along with satisfying other customary closing conditions before the merger can be completed.
Udemy, Inc. reports that the U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino antitrust waiting period for its proposed all-stock merger with Coursera, Inc., effective February 9, 2026 at 4:29 p.m. Eastern Time.
The merger, first agreed on December 17, 2025, would combine the two online learning companies in a stock-for-stock transaction. Closing still depends on other customary regulatory approvals and on obtaining the required stockholder approvals from both Udemy and Coursera.
Udemy, Inc. reports that the U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino antitrust waiting period for its proposed all-stock merger with Coursera, Inc., effective February 9, 2026 at 4:29 p.m. Eastern Time.
The merger, first announced in a December 17, 2025 Merger Agreement, remains subject to other customary closing conditions, including additional required regulatory approvals and approval by the stockholders of both Udemy and Coursera.
Coursera and Udemy are moving forward with a proposed merger they say will reshape their online learning businesses. Leadership describes the deal as combining two complementary platforms to invest, innovate, and execute at greater scale. Pro forma revenue is expected to be roughly $1.5 billion, with the combined company about half consumer and half enterprise.
Coursera ended the year with about $793 million of unrestricted cash and no debt, and is planning a sizable share repurchase program after the Udemy transaction closes. Management expects annual run-rate cost synergies of $115 million within 24 months of closing, with most achieved in the first year, mainly from go-to-market and G&A efficiencies. The companies are progressing through regulatory and shareholder approvals, with timing guided to the second half of the year but with a wide potential range.