Coursera, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated May 11, 2026, announces the completion of the previously announced merger between Coursera, Inc. ("Coursera") and Udemy, Inc. ("Udemy"). Under the terms of the Merger Agreement dated December 17, 2025, Udemy merged with and into a wholly-owned subsidiary of Coursera, with Udemy continuing as a wholly-owned subsidiary of Coursera.
Key Financial Metrics and Transaction Terms
The filing details the exchange terms for the merger but does not provide consolidated revenue, profit, or cash flow figures for the combined entity in this specific report.
- Exchange Ratio: Each outstanding share of Udemy Common Stock was converted into the right to receive 0.800 shares of Coursera Common Stock.
- Merger Consideration Value: Calculated as $4.78 (the average closing price of Coursera Common Stock for the five full trading days preceding the closing date) multiplied by the Exchange Ratio.
- Equity Adjustments: Coursera amended its Certificate of Incorporation to increase authorized shares of Common Stock from 300,000,000 to 600,000,000 shares.
- Pro Forma Data: Pro forma financial information and financial statements of the business acquired are not included in this filing; they are scheduled to be filed by amendment within 71 days.
Material Changes Versus Prior Period
The primary material change is the structural consolidation of two major online learning platforms. Key changes include:
- Corporate Structure: Udemy is now a wholly-owned subsidiary of Coursera.
- Board Composition: The Board of Directors now consists of nine members. Three directors were appointed from Udemy (Sohaib Abbasi, Marylou Maco, and Lydia Paterson), while three existing Coursera directors (Amanda M. Clark, Susan W. Muigai, and Sabrina L. Simmons) resigned.
- Equity Awards: Outstanding Udemy stock options, SARs, and RSUs were converted into Coursera equity awards based on the Exchange Ratio, with certain performance-based awards adjusted to target levels.
Guidance, Outlook, and Management Commentary
This filing does not contain forward-looking financial guidance, revenue outlook, or specific management commentary regarding future performance metrics. The document focuses strictly on the legal and structural completion of the merger. The filing notes that the resignations of departing directors were not the result of any disagreement with the Company or its management.
Investor Verification Checklist
- Verify the Pro Forma Financial Information expected to be filed within 71 days to assess the combined entity's financial health.
- Review the Merger Agreement (Exhibit 2.1) for detailed terms regarding earn-outs, retention bonuses, or contingent liabilities not summarized here.
- Confirm the integration timeline and operational synergies in the press release (Exhibit 99.1) referenced in the filing.
- Monitor the stock price volatility of Coursera (COUR) following the issuance of new shares to Udemy shareholders.
- Check for any regulatory approvals or conditions precedent that may have been waived or satisfied at closing.