Coursera, Inc. 8-K

What Happened
Coursera announced updates to the joint proxy statement/prospectus for its proposed merger with Udemy (Merger Agreement signed Dec 17, 2025) and voluntarily supplemented disclosures after receiving three complaints and several stockholder demand letters challenging the merger disclosures. Coursera filed the registration statement on Form S‑4 on Feb 25, 2026 (declared effective Mar 10, 2026); the definitive joint proxy/prospectus was mailed around Mar 10, 2026, and Coursera and Udemy each scheduled special stockholder meetings for April 9, 2026. Coursera and Udemy deny the allegations in the Matters but say they are adding supplemental disclosures to avoid delay, nuisance, cost and distraction.

Key Details

• Merger timeline: Agreement dated Dec 17, 2025; S‑4 filed Feb 25, 2026 and declared effective Mar 10, 2026; joint proxy/prospectus mailed ~Mar 10, 2026; stockholder meetings set for Apr 9, 2026.
• Litigation and demands: Three complaints filed (Carroll v. Udemy and Wright v. Udemy in NY Supreme Court; Zalvin v. Abbasi in San Francisco Superior Court) plus demand letters alleging disclosure deficiencies; companies deny merit and supplemented the proxy.
• Balance‑sheet inputs used in analyses: Coursera cash ~ $804 million and Udemy cash ~ $352 million (as of Dec 31, 2025); each reported estimated debt of $0; combined cash shown as ~ $1,081 million (Dec 31, 2025) in valuation work.
• Deal valuation context: Udemy’s Initial November 2025 counterproposal sought a fixed exchange ratio of 0.850 Coursera shares per Udemy share (implying ~43% pro‑forma ownership for Udemy holders). Morgan Stanley’s analyses in the proxy produced various implied exchange‑ratio and valuation ranges (examples: implied exchange ranges ~0.72x–1.51x and implied Udemy ownership ~39%–57%; multiple per‑share valuation ranges and discount rates included in the proxy).

Why It Matters
Investors should note the merger still requires stockholder approval (meetings Apr 9, 2026) and is the subject of litigation and shareholder demand letters that the companies say they’re addressing via supplemental disclosures. The supplemental materials add detail on projections, cash positions, and valuation ranges used by advisors — information that bears directly on how the exchange ratio and fairness of the deal were evaluated. Retail investors should review the definitive joint proxy/prospectus and S‑4 (effective Mar 10, 2026) before voting, as the filings contain the risk factors, valuation analyses and forward‑looking items cited by Coursera and Udemy.