Coursera, Inc. 8-K

What Happened
Coursera, Inc. announced that it entered into an Agreement and Plan of Merger with Udemy, Inc. on December 17, 2025 to combine in an all‑stock transaction. Coursera and Udemy filed the premerger notification under the Hart‑Scott‑Rodino Act on January 9, 2026, and the U.S. Federal Trade Commission granted early termination of the HSR waiting period effective February 9, 2026 at 4:29 p.m. ET. The 8‑K (filed Feb 10, 2026) notes the merger remains subject to other customary closing conditions, including required regulatory approvals and stockholder approvals, and that Coursera will file a Form S‑4 containing a joint proxy statement/prospectus.

Key Details

• Merger Agreement signed: December 17, 2025 (Coursera, Udemy, and Chess Merger Sub).
• HSR filing submitted: January 9, 2026; FTC granted early termination effective February 9, 2026 at 4:29 p.m. ET.
• Transaction type: all‑stock merger; closing still requires other regulatory approvals and Coursera and Udemy stockholder approvals.
• Next filing: Coursera intends to file a registration statement on Form S‑4 with a joint proxy statement/prospectus for the business combination.

Why It Matters
Clearing the HSR waiting period removes an early antitrust procedural hurdle, advancing the merger timeline. However, the deal is not yet complete—investors should watch for the Form S‑4/joint proxy for material details (including governance and exchange consideration) and for any additional regulatory approvals and stockholder votes required to close. The filing also contains forward‑looking statements and notes risks that could affect timing, expected benefits, and future results; those risks and further transaction details will appear in the forthcoming SEC materials.