🧾 What This Document Is

This is a Form 425 filing, which is a "current report" companies use to update investors about important events. In this case, it's an update on the planned merger between online education companies Coursera and Udemy. Think of it as a progress report on their deal, which includes new details and a response to some legal challenges.

👉 Key Takeaway: The merger is on track for a shareholder vote on April 9, 2026, but the companies are facing lawsuits that they believe are without merit.

🏢 The Companies Involved

This filing is from Udemy, Inc. (UDMY), but it's all about its pending merger with Coursera, Inc. (COUR). In simple terms:

• Coursera is an online learning platform offering courses, degrees, and certificates from universities and companies.
• Udemy is another major online learning marketplace where individuals and businesses can find courses on a vast array of topics.
• The deal structure: Coursera is buying Udemy. After the merger, Udemy will become a wholly-owned subsidiary of Coursera.

⚖️ Legal Challenges & Response

Since the merger was announced, three lawsuits have been filed (in New York and California) and demand letters have been received. The plaintiffs claim there are "deficiencies" in the proxy statement (the document explaining the merger to shareholders).

👉 Company's Stance: Udemy and Coursera believe the allegations are "without merit." However, to avoid costly delays and distractions, they are voluntarily adding some extra clarifications (called "Supplemental Disclosures") to the proxy statement. This is a common legal tactic to moot ("silence") such claims.

📜 The Supplemental Disclosures (What's New)

The filing adds or clarifies several pieces of information in the joint proxy statement. Here are the most important ones:

• Background on Negotiations: It adds detail about how Coursera formed a special M&A committee in January 2024 and how Udemy's board directed its banker to conduct a "market check" in November 2025 to see if other potential buyers were interested.
• Financial Data for Valuation: Crucial numbers were added for the financial analysis that justified the deal price:
  • Coursera's estimated cash: $804 million (as of Dec 31, 2025).
  • Udemy's estimated cash: $352 million (as of Dec 31, 2025).
  • Debt for both companies: $0 (as of Dec 31, 2025).
  • Combined company's estimated cash: $1,081 million.
• Comparable Companies: The list of companies used to benchmark Coursera and Udemy's value was clarified. It includes: American Public Education, FranklinCovey, Strategic Education, Perdoceo Education, Docebo, Skillsoft, and University of Phoenix.
• Valuation Ranges: The supplemental disclosures clarify key outputs from the financial advisor's (Morgan Stanley) analysis:
  • Implied equity value per share for Udemy: $12.82 to $17.70.
  • Implied equity value per share for Coursera: $11.71 to $17.77.
  • This results in an implied exchange ratio (how many Coursera shares Udemy shareholders get) of 0.721x to 1.511x.

🔮 What's Next

The special stockholder meetings for both Coursera and Udemy are scheduled for April 9, 2026. Shareholders will vote to approve the merger. If they approve and other closing conditions are met, the merger will be completed, creating a much larger combined online learning company.

👉 Important: The deal is not finished yet. It requires shareholder approval and faces the aforementioned litigation, though the companies are moving to resolve it.

🌍 Industry Context & Why This Matters

Coursera and Udemy are two titans in the online education space. Merging them would create a powerhouse with significant scale in both consumer learning (Udemy's strength) and enterprise/university partnerships (Coursera's strength). This deal is a bet that combining these complementary businesses will create a more dominant and efficient competitor in a growing market.

👉 For Investors: The supplemental disclosures are meant to strengthen the case that the merger price is fair and that the companies conducted a thorough process. The key vote on April 9 will determine if shareholders agree.

🧠 The Analogy

Imagine two neighboring bookstores (Coursera and Udemy) decide to merge into one superstore. Some customers sue, claiming the merger announcement didn't list every single book on the shelves. Instead of going to a long, expensive trial, the bookstores publish a supplementary flyer listing a few more bestsellers and the exact cash in their registers to show everything is fair. The real decision still comes down to the store owners (shareholders) voting on whether the merger is a good idea.

📇 Key Contacts & People

The filing is signed by:

• Ken Hirschman, General Counsel of Udemy, Inc.
• For document requests:
  • Coursera Investor Relations: [email protected]
  • Udemy Investor Relations: [email protected]

🧩 Final Takeaway

This is a procedural update showing the Coursera-Udemy merger is advancing toward its April 9 shareholder vote. The companies are proactively adding details to their proxy statement to try and head off legal challenges, but they maintain the lawsuits are meritless. The core deal to combine these two major online learning platforms remains unchanged.