🧾 What This Document Is

This is a Form 8-K filed by Coursera. Think of it as a mandatory update for investors about important company news. This specific report isn't announcing the merger itself—that was already disclosed. Instead, it's notifying everyone about supplemental disclosures being added to the official merger documents due to some legal challenges. It's a procedural step to keep the merger process moving forward.

🏢 What The Company Does

👉 In simple terms, Coursera is an online learning platform. It partners with universities and companies to offer courses, certificates, and degrees to individuals and businesses. It's like a giant online university marketplace.

This filing also involves Udemy, another major online learning platform focused more on individual skill-based courses. The merger aims to combine these two educational powerhouses.

⚖️ Legal & Regulatory Matters

The Big News: Lawsuits have been filed to challenge the merger. To address these claims and avoid delays, Coursera and Udemy are voluntarily adding extra information to their joint proxy statement (the document asking shareholders to vote on the deal).

• The Claims: Three lawsuits were filed in New York and California. Several demand letters were also sent. They all allege the original proxy statement had "disclosure deficiencies"—meaning it was missing or unclear about certain details.
• The Companies' Stance: Coursera and Udemy believe these claims are without merit and that their disclosures already comply with the law. They are adding the new details purely to "moot" the claims, avoid costly distractions, and prevent the lawsuits from delaying the merger.
• No Admission: They explicitly state this move is not an admission that the original disclosures were inadequate or that the lawsuits have any validity.

🔍 The Details — Supplemental Disclosures

This is the core of the filing. New text has been added to the proxy statement to provide more context on how the merger deal was valued and negotiated. Key additions include:

• Deal Timeline Background: Clarified that Coursera's board formed a special M&A committee back in January 2024 to explore strategic transactions.
• Financial Data Points: Specific cash and debt numbers were provided for valuation models:
  • Estimated cash (as of Dec. 31, 2025): Coursera ~$804 million, Udemy ~$352 million.
  • Estimated debt for both companies: $0.
  • Estimated combined company cash: ~$1,081 million.
• Analyst Valuation Details: Added more specifics on how the financial advisor (Morgan Stanley) compared both companies to a list of 7 publicly traded education companies (like Docebo, Strategic Education) to estimate their worth. It revealed implied share price ranges from various valuation methods:
  • Udemy's implied standalone value: Ranged from $4.50 to $7.97 per share.
  • Coursera's implied standalone value: Ranged from $6.00 to $9.34 per share.
• Future Projections: Added details about the long-term financial forecasts used in the analysis, including a projected adjusted EBITDA margin for Coursera reaching 28% by 2035.

📅 Key Dates

The next major step is the shareholder vote. 👉 April 9, 2026: Special meetings for both Coursera and Udemy stockholders to vote on approving the merger.

⚖️ Big Picture — Strengths & Risks

👍 Strengths:

• Proactive Move: By voluntarily supplementing disclosures, the companies are attempting to clear a legal hurdle efficiently and show good faith to the court and shareholders.
• Financial Clarity: The added details, especially the strong cash positions (over $1B combined) and $0 debt, highlight a potentially robust balance sheet for the future combined entity.

⚠️ Risks:

• Legal Uncertainty: While the companies believe the suits are meritless, there is no guarantee more lawsuits won't be filed or that these will be dismissed quickly.
• Deal Delay Risk: The core purpose of these disclosures is to prevent delay. Any successful legal challenge, however unlikely the companies believe it to be, could still push back the merger timeline or jeopardize it.

🧠 The Analogy

Think of this like two companies planning a wedding (the merger). A few guests (the lawsuit plaintiffs) have complained that the wedding invitation (the proxy statement) was missing some details about the venue and menu. Instead of arguing, the couple decides to send out a helpful insert with the extra information to keep everyone happy and ensure the wedding day isn't postponed. They still believe the original invitation was perfectly fine.

📇 Key Contacts & People

• Registrant Contact: Coursera, Inc., 2440 West El Camino Real, Suite 500, Mountain View, California 94040. Telephone: (650) 963-9884
• Signing Officer: Alan B. Cardenas, Senior Vice President, General Counsel and Secretary.
• Investor Relations:
  • Coursera: [email protected]
  • Udemy: [email protected]

🧩 Final Takeaway

This filing is a defensive legal maneuver. Coursera and Udemy are adding extra detail to their merger documents to try and dismiss shareholder lawsuits without admitting any fault, aiming to keep their $0 debt, cash-rich merger on track for a shareholder vote on April 9, 2026.