Udemy to be acquired by Coursera in all-stock deal: 0.800 Coursera shares per Udemy share

Udemy, Inc.

Each Udemy share converts into 0.800 Coursera shares; no fractional shares, cash in lieu.
Udemy board unanimously approved; recommends stockholders vote for adoption.
Insight Venture Partners (~26% of Udemy) and NEA/Andrew Ng (~12% of Coursera) entered voting agreements to support deal.
Termination fee of $40.5M payable by Udemy to Coursera in certain circumstances, e.g., change of recommendation.
Closing requires Udemy stockholder adoption, Coursera stockholder approvals, HSR clearance; target close by Dec 17, 2026 with possible extension.

item 1.01 item 9.01

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

Udemy, Inc. entered into Merger Agreement with Coursera, Inc. and Chess Merger Sub, Inc. (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: Coursera, Inc. and Chess Merger Sub, Inc.
Effective: 2025-12-17

Exact text from the filing

Udemy, Inc. (the “ Company ” or “ Udemy ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Coursera, Inc. (“ Coursera ”) and Chess Merger Sub, Inc.

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Udemy, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-323401

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