--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-020398" form_type: "8-K" ticker: "UDMY" cik: "0001607939" company_name: "Udemy, Inc." filed_at: "2026-05-11T13:16:04+00:00" generated_at: "2026-05-11T18:12:52.380546+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Udemy acquired by Coursera; shareholders receive 0.800 Coursera shares per share ## Summary - Merger completed May 11, 2026; Udemy is now a direct wholly owned subsidiary of Coursera. - Each share of Udemy common stock converted into 0.800 shares of Coursera common stock (plus cash for fractions). - Udemy stock options and SARs converted to Coursera shares based on Merger Consideration Value of $4.78; out-of-the-money awards cancelled. - Udemy terminated its $200M secured revolving credit facility; no loans were outstanding. - Udemy board resigned; new board includes Gregory Hart, Michael Foley, Alan Cardenas, Marcelo Modica. Coursera board gets 3 Udemy designees. ## SEC filing metadata - accession: 0001140361-26-020398 - form_type: 8-K - ticker: UDMY - cik: 0001607939 - company_name: Udemy, Inc. - filed_at: 2026-05-11T13:16:04+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/ef20072946_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-020398 - JSON: https://secwatch.observer/filing/0001140361-26-020398.json - Plain text: https://secwatch.observer/filing/0001140361-26-020398.txt ## Key facts - Executive change Gregory Hart was appointed as Member of the board of directors of the Surviving Corporation at Udemy, Inc.. - Action: became a member - Role: Member of the board of directors of the Surviving Corporation source text: At the Effective Time, Gregory M. Hart, Michael Foley, Alan B. Cardenas and Marcelo C. Modica became members of the board of directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - Executive change Michael Foley was appointed as Member of the board of directors of the Surviving Corporation at Udemy, Inc.. - Action: became a member - Role: Member of the board of directors of the Surviving Corporation source text: At the Effective Time, Gregory M. Hart, Michael Foley, Alan B. Cardenas and Marcelo C. Modica became members of the board of directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - Executive change Marcelo Modica was appointed as Member of the board of directors of the Surviving Corporation at Udemy, Inc.. - Action: became a member - Role: Member of the board of directors of the Surviving Corporation source text: At the Effective Time, Gregory M. Hart, Michael Foley, Alan B. Cardenas and Marcelo C. Modica became members of the board of directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - Executive change Alan Cardenas was appointed as Member of the board of directors of the Surviving Corporation at Udemy, Inc.. - Action: became a member - Role: Member of the board of directors of the Surviving Corporation source text: At the Effective Time, Gregory M. Hart, Michael Foley, Alan B. Cardenas and Marcelo C. Modica became members of the board of directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - Governance Changes Udemy, Inc.: Certificate of incorporation was amended and restated at the Effective Time. - Change: charter amendment source text: At the Effective Time, the certificate of incorporation of Udemy, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation filed herewith as Exhibit 3.1. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - Governance Changes Udemy, Inc.: Bylaws were amended and restated at the Effective Time. - Change: bylaw amendment source text: At the Effective Time, the bylaws of Udemy, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - M&A Transactions Udemy, Inc. underwent a change of control involving Coursera, Inc. for 0.800 shares of Coursera common stock per share of Udemy common stock (closed 2026-05-11). - Action: change of control - Counterparty: Coursera, Inc. - Consideration: 0.800 shares of Coursera common stock per share of Udemy common stock - Closing: 2026-05-11 source text: The Merger was completed on the Closing Date. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.00001 per share, of Udemy (“Udemy Common Stock”) issued and outstanding immediately prior to the Effective Time, except for certain shares owned by Coursera, Udemy or Merger Sub, was converted into the right to receive 0.800 shares of common stock (the “Exchange Ratio”), par value $0.00001 per share, of Coursera (“Coursera Common Stock”), together with cash in lieu of fractional shares of Coursera Common Stock determined in accordance with the terms of the Merger Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm - Material Agreements Udemy, Inc. terminated Credit Agreement with Citibank, N.A., as administrative agent and collateral agent valued at $200 million secured revolving loan facility. - Action: termination - Agreement: credit facility - Counterparty: Citibank, N.A., as administrative agent and collateral agent - Value: $200 million secured revolving loan facility source text: Udemy terminated its credit agreement, dated May 30, 2025 (the "Credit Agreement"), by and among Udemy, as the borrower, certain subsidiaries of Udemy from time to time party thereto as guarantors, the lenders named therein, the other financial institutions party thereto, and Citibank, N.A., as administrative agent and collateral agent, and all other agreements related thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1607939/000114036126020398/0001140361-26-020398-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.