Coursera, Inc. 8-K

What Happened
Coursera filed an 8-K on April 9, 2026 reporting that its stockholders approved the issuance of Coursera common shares in connection with the previously announced merger agreement with Udemy (Merger Agreement dated December 17, 2025). The special meeting of stockholders was held April 9, 2026. As of the March 6, 2026 record date there were 169,313,599 shares outstanding and 112,952,116 shares were represented at the meeting, constituting a quorum. The Merger remains subject to satisfaction of the remaining closing conditions in the Merger Agreement.

Key Details

• Merger vote (Proposal 1): Approved — For: 112,318,586; Against: 273,944; Abstain: 359,586.
• Increase in authorized shares (Proposal 2): Approved — amends certificate of incorporation to raise authorized Coursera common stock from 300,000,000 to 600,000,000; vote: For 111,016,381; Against 1,581,645; Abstain 354,090.
• Adjournment proposal (Proposal 3): Not necessary and not presented because Proposals 1 and 2 passed.
• Remaining steps: Transaction still subject to closing conditions, including regulatory approvals and other customary requirements.

Why It Matters
The approvals clear key shareholder hurdles needed for Coursera to complete the planned combination with Udemy and give Coursera more authorized shares to issue for the transaction and future needs. Investors should note the merger is not yet closed and remains contingent on regulatory and other closing conditions; the filing also highlights standard forward-looking risks (integration, regulatory approval, retention of personnel, potential costs) disclosed in the proxy statement.