Udemy, Inc. 8-K

What Happened
Udemy filed an 8-K on May 11, 2026 reporting that its merger with Coursera closed (per the Merger Agreement dated Dec 17, 2025). At the effective time each outstanding Udemy common share (except certain excluded shares) converted into 0.800 shares of Coursera common stock, with cash paid in lieu of fractional shares. The filing defines the Merger Consideration Value using a $4.78 five-day average Coursera price and the 0.800 exchange ratio (4.78 × 0.800 = $3.824 per Udemy share). Udemy’s outstanding equity awards were converted, assumed, vested or cancelled per the agreement terms.

Key Details

• Exchange Ratio: 0.800 Coursera shares per Udemy share; Merger Consideration Value = $4.78 × 0.800 = $3.824 per Udemy share.
• Options: Udemy stock options and SARs converted into Coursera shares based on a net option formula; options with per‑share exercise price ≥ Merger Consideration Value were cancelled for no consideration.
• RSUs/PSUs: Non‑director RSUs and PSUs were assumed/converted into Coursera RSUs (PSUs converted assuming the greater of target or actual performance); director RSU awards fully vested and converted.
• Debt: Udemy terminated its $200 million secured revolving Credit Agreement (dated May 30, 2025); no loans were outstanding at closing and all obligations were paid and liens released.
• Listing & reporting: Trading of Udemy common stock was suspended prior to the market open on the Closing Date; a Form 25 was filed to delist from Nasdaq (effective 10 days after filing) and the company intends to file Form 15 to terminate registration and suspend reporting.
• Governance and corporate documents: All pre‑merger Udemy directors ceased at the Effective Time; several new directors joined the surviving corporation’s board. Coursera’s board will have nine directors (six Coursera designees and three Udemy designees: Sohaib Abbasi, Marylou Maco, Lydia Paterson). Udemy’s certificate of incorporation and bylaws were amended and restated at the Effective Time.

Why It Matters
This 8‑K confirms Udemy is now part of Coursera, with Udemy shareholders receiving Coursera stock (subject to cash for fractional shares) and many equity awards converted or cancelled under stated formulas. The termination of Udemy’s $200M credit facility removes that debt relationship. Delisting and Form 15 filings mean Udemy common stock will no longer trade on Nasdaq nor be a reporting company after the required filings are effective—important for shareholders who will hold Coursera stock or cash in lieu and for those tracking ongoing public disclosures.