Coursera to acquire Udemy in all-stock merger; exchange ratio of 0.800

Coursera, Inc.

Udemy shareholders receive 0.800 shares of Coursera common stock per share; fractional shares paid in cash.
Transaction requires stockholder approval from both companies; Coursera to amend charter to increase authorized shares.
Termination fee of $40.5M payable by breaching party; $8.0M expense reimbursement if stockholder approvals not obtained.
Voting agreements: Insight Venture Partners (~26% of Udemy) and NEA/Andrew Ng (~12% of Coursera) commit to vote for deal.
Post-closing board of 9 directors (6 from Coursera, 3 from Udemy); Coursera CEO remains.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Coursera, Inc. entered into Agreement and Plan of Merger with Udemy, Inc. valued at each share of Udemy common stock converted into 0.800 shares of Coursera common stock (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: Udemy, Inc.
Value: each share of Udemy common stock converted into 0.800 shares of Coursera common stock
Effective: 2025-12-17

Exact text from the filing

On December 17 , 2025, Coursera, Inc. (the “ Company ” or “ Coursera ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Udemy, Inc. (“ Udemy ”) and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera (“ Merger Sub ”).

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Coursera, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-25-045860

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