Coursera, Inc. 8-K

What Happened
Coursera announced on May 11, 2026 that it completed its previously announced merger with Udemy, Inc. (the Merger), with Udemy continuing as a wholly owned subsidiary of Coursera. At the Effective Time, each outstanding Udemy common share (except certain excluded shares) was converted into the right to receive 0.800 shares of Coursera common stock, with cash paid in lieu of any fractional shares. Udemy stock options and SARs were converted into rights to Coursera stock based on a formula tied to the Merger Consideration Value; options with an exercise price at or above the Merger Consideration Value were cancelled for no consideration. Udemy RSUs and PSUs were generally assumed and converted into Coursera RSUs (director RSUs vested and converted at closing).

Key Details

• Effective date: May 11, 2026. Exchange Ratio: 0.800 Coursera shares per Udemy share (cash in lieu for fractions).
• Merger Consideration Value = $4.78 (5‑day avg Coursera close) × 0.800 = $3.824 per Udemy share (used to determine option conversions/cancellations).
• Corporate charter change: authorized Coursera common shares increased from 300,000,000 to 600,000,000 (filed May 11, 2026; stockholders approved April 9, 2026).
• Board changes: Amanda M. Clark, Susan W. Muigai and Sabrina L. Simmons resigned; Udemy designees Sohaib Abbasi, Marylou Maco and Lydia Paterson were appointed. Lydia Paterson named Audit Committee chair and designated an SEC “audit committee financial expert.”

Why It Matters
This filing confirms the legal close of Coursera’s acquisition of Udemy and the immediate effects on equity holders and governance. The share-exchange ratio and Merger Consideration Value determine how Udemy shareholders and option holders were paid or converted; in particular, in-the-money options could convert to Coursera shares while higher‑strike options were cancelled. The charter amendment doubling authorized common shares increases capacity for the combined company’s future equity needs (e.g., employee compensation or capital raises). New board members from Udemy, including an audit committee financial expert, reflect governance changes investors should note.