# Udemy, Inc. (UDMY) — merger/definitive [completed] Source: SEC API (secapi.ai) · situation sit_3d072d7ef43d38b5aa45 · retrieved 2026-08-11T15:50:51.234Z ## Overview Coursera is one of the largest online learning platforms in the world with 197 million registered learners as of December 31, 2025, offering courses, specializations, professional certificates and degrees through partnerships with over 375 leading universities and industry partners; Udemy is an AI-powered skills acceleration platform with over 84 million learners in over 180 countries, offering o… On December 17, 2025, Coursera, Inc., Chess Merger Sub, Inc. (a wholly owned subsidiary of Coursera), and Udemy, Inc. entered into an Agreement and Plan of Merger providing for an all-stock combination. Under the merger agreement, Merger Sub will merge with and into Udemy, with Udemy continuing as the surviving corporation and a wholly owned subsidiary of Coursera. Each share of Udemy Common Stock will be converted into the right to receive 0.800 shares of Coursera Common Stock. Based on the closing price of Coursera Common Stock on December 16, 2025 (the last trading day before public announcement), the per-share merger consideration was approximately $6.35, representing a 26% premium to the average closing price of Udemy Common Stock over the 30 trading days prior to announcement. Coursera expects to issue approximately 117,186,407 shares of Coursera Common Stock in the aggregate in the merger. Following completion, existing Coursera Stockholders are estimated to own approximately 59.1% of the combined company, while former Udemy Stockholders and holders of Udemy equity awards are estimated to own approximately 40.9%. ## Terms - Counterparty: Coursera, Inc. · Consideration: stock · Premium: 26.0% · Stake: 40.9% · Price/share: $6.35 ## Key dates - Announced 2026-01-13 · Record 2026-03-06 · Vote 2026-04-09 · Expiry 2026-12-17 · Expected close 2026-12-31 · Completed 2026-05-11 ## Timeline - 2026-01-13 · 425 (0001193125-26-011894): 425 - Udemy, Inc. — *Udemy, Inc. operates an online learning platform providing courses and skills development to learners and organizations globally.* Udemy, Inc. announced it has entered into an agreement to combine with Coursera, Inc., one of the largest online learning platforms globally with 191 million registered learners and 1.7k enterprise customers. Under the terms of the agreement, each Udemy share will be converted into 0.800 Coursera shares, representing a 26% premium to the average closing prices of Udemy and Coursera stock over the last 30 trading days prior to announcement. The transaction is expected to close by the second half of 2026, subject to receipt of required regulatory approvals, approval by both companies' stockholders, and satisfaction of other customary closing conditions. Upon closing, the combined company will operate under the name Coursera, trade under the ticker symbol COUR on the NYSE, and be headquartered in Mountain View, CA, with Greg Hart, Coursera's Chief Executive Officer, serving as CEO of the combined company. The companies expect to achieve annual cost synergies of at least $115 million. https://www.sec.gov/Archives/edgar/data/1607939/0001193125-26-011894.txt - 2026-01-20 · 425 (0001193125-26-015884): 425 - Udemy, Inc. — *Udemy, Inc. operates an online learning platform featuring an open marketplace model where expert practitioners create and teach courses to learners worldwide.* Udemy, Inc. announced a combination with Coursera. The filing, a Rule 425 communication to Udemy instructors dated January 16, 2026, confirms that the Udemy brand will continue to operate as a distinct brand within a combined company structure, similar to how Marriott International maintains multiple hotel brands. The communication emphasizes that Udemy's open marketplace model and instructor community remain central to the combined entity's strategy, and that actual integration will not begin until the transaction closes. https://www.sec.gov/Archives/edgar/data/1607939/0001193125-26-015884.txt - 2026-02-10 · 425 (0001607939-26-000019): 425 - Udemy, Inc. — *Udemy, Inc. is an online learning platform providing educational services and courses to learners worldwide.* On December 17, 2025, Udemy, Inc. entered into an Agreement and Plan of Merger with Coursera, Inc. and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera, to combine in an all-stock transaction. On January 9, 2026, Udemy and Coursera submitted Premerger Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The U.S. Federal Trade Commission granted early termination of the HSR waiting period effective February 9, 2026 at 4:29 p.m. (Eastern Time). The merger remains subject to satisfaction of other customary closing conditions, including receipt of certain other required regulatory approvals and requisite approvals of Udemy and Coursera stockholders. https://www.sec.gov/Archives/edgar/data/1607939/0001607939-26-000019.txt - 2026-02-10 · 425 (0001607939-26-000021): 425 - Udemy, Inc. — *Udemy, Inc. is an online learning platform providing educational services and courses to learners worldwide.* Udemy, Inc. announced that its proposed merger with Coursera, Inc. has received early termination of the waiting period under the Hart-Scott-Rodino (HSR) Act, completing U.S. antitrust premerger notification and review. The companies are proceeding with shareholder approval processes, including preparation and filing of a joint proxy/registration statement with the SEC, followed by shareholder votes at both companies. Completion remains subject to other customary closing conditions and ongoing antitrust reviews in other countries. https://www.sec.gov/Archives/edgar/data/1607939/0001607939-26-000021.txt - 2026-02-18 · 425 (0001607939-26-000029): 425 - Udemy, Inc. — *Udemy, Inc. operates an open marketplace online learning platform where expert instructors create and sell practical, career-relevant courses to millions of learners globally.* Coursera, Inc. and Udemy, Inc. announced a planned business combination to bring together the two online learning platforms. The transaction remains subject to customary closing conditions, including regulatory approvals and satisfaction of other conditions precedent. Both companies will continue to operate as separate entities until the transaction closes. Integration planning is underway, with the combined company expected to operate as a public benefit corporation and B Corp. https://www.sec.gov/Archives/edgar/data/1607939/0001607939-26-000029.txt - 2026-02-25 · 425 (0001607939-26-000043): 425 - Udemy, Inc. — *Udemy, Inc. is an online learning platform that provides educational services and content to learners, instructors, and enterprise customers.* Udemy, Inc. announced a proposed business combination with Coursera, Inc., with the filing of a Form S-4 registration statement with the SEC on February 25, 2026. The S-4 will register Coursera shares being issued to Udemy shareholders and serve as a joint proxy statement for both companies' shareholders. The transaction requires shareholder approval and satisfaction of customary closing conditions. The combined company intends to leverage greater resources and scale to invest in AI and product innovation, expand into new markets, and provide enhanced solutions for customers, creators, and learners. https://www.sec.gov/Archives/edgar/data/1607939/0001607939-26-000043.txt - 2026-03-10 · 425 (0001607939-26-000047): 425 - Udemy, Inc. — *Udemy, Inc. provides online educational services and learning solutions.* Udemy and Coursera announced special shareholder meetings scheduled for April 9, 2026, to vote on their planned business combination. Udemy requires approval from a majority of its shareholders to complete the transaction. The record date for the Udemy special meeting is March 6, 2026. The definitive joint proxy statement/prospectus was filed and mailed to stockholders on or around March 10, 2026. https://www.sec.gov/Archives/edgar/data/1607939/0001607939-26-000047.txt - 2026-03-10 · DEFM14A (0001140361-26-008785): DEFM14A - Udemy, Inc. — *Coursera is one of the largest online learning platforms in the world with 197 million registered learners as of December 31, 2025, offering courses, specializations, professional certificates and degrees through partnerships with over 375 leading universities and industry partners; Udemy is an AI-powered skills acceleration platform with over 84 million learners in over 180 countries, offering o…* On December 17, 2025, Coursera, Inc., Chess Merger Sub, Inc. (a wholly owned subsidiary of Coursera), and Udemy, Inc. entered into an Agreement and Plan of Merger providing for an all-stock combination. Under the merger agreement, Merger Sub will merge with and into Udemy, with Udemy continuing as the surviving corporation and a wholly owned subsidiary of Coursera. Each share of Udemy Common Stock will be converted into the right to receive 0.800 shares of Coursera Common Stock. Based on the closing price of Coursera Common Stock on December 16, 2025 (the last trading day before public announcement), the per-share merger consideration was approximately $6.35, representing a 26% premium to the average closing price of Udemy Common Stock over the 30 trading days prior to announcement. Coursera expects to issue approximately 117,186,407 shares of Coursera Common Stock in the aggregate in the merger. Following completion, existing Coursera Stockholders are estimated to own approximately 59.1% of the combined company, while former Udemy Stockholders and holders of Udemy equity awards are estimated to own approximately 40.9%. https://www.sec.gov/Archives/edgar/data/1607939/0001140361-26-008785.txt - 2026-05-11 · 8-K (0001140361-26-020398): 8-K 8-K https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/ef20072946_8k.htm ## Citations - 0001193125-26-011894 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526011894 - 0001193125-26-015884 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526015884 - 0001607939-26-000019 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000160793926000019 - 0001607939-26-000021 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000160793926000021 - 0001607939-26-000029 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000160793926000029 - 0001607939-26-000043 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000160793926000043 - 0001607939-26-000047 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000160793926000047 - 0001140361-26-008785 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126008785 - 0001140361-26-020398 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126020398