🧾 What This Document Is

This is a Form 425 filing from Coursera, Inc. It's a required update to the SEC about ongoing merger talks. Think of it as a "here's the latest" report on Coursera's plan to buy Udemy. It doesn't announce the deal—that happened earlier—but it provides important new details and clarifies some legal issues that have popped up.

🏢 What The Company Does

In simple terms, Coursera and Udemy are both major players in online education.

• Coursera partners with universities and companies to offer courses, degrees, and certificates. It trades on the NYSE under the symbol COUR.
• Udemy is a marketplace where anyone can create and sell courses, focusing heavily on professional skills. 👉 They are competitors merging to become a bigger force in the online learning world.

🤝 The Deal

Coursera and Udemy signed a Merger Agreement on December 17, 2025. If approved, Udemy will become a wholly owned subsidiary of Coursera. This means Coursera is buying Udemy. 👉 Key Date: Both companies will hold special stockholder meetings on April 9, 2026, to vote on the merger.

⚖️ Legal & Regulatory

Since the deal was announced, three lawsuits have been filed against the companies (two in New York, one in California).

• The Claim: Shareholders allege the official merger documents ("Joint Proxy Statement/Prospectus") are missing information or are misleading.
• The Response: Coursera and Udemy believe the lawsuits are "without merit." They say their documents comply with all laws. 👉 Why it matters: Lawsuits like these are common in big mergers. They can cause delays or lead to extra legal costs, even if the companies believe they will win.

📦 Supplemental Disclosures

To try to head off the lawsuits and avoid a distraction, the companies are voluntarily adding extra details to their merger documents. This is a defensive legal move. They are essentially saying, "Fine, here's more information, but we admit nothing was wrong."

• Background: They clarified that a special M&A committee at Coursera was formed in January 2024 to explore deals, not because of any conflict of interest.
• Financial Details: They added specific numbers from their financial models, like:
  • Estimated cash for each company as of Dec 31, 2025: Coursera: $804M, Udemy: $352M.
  • Estimated debt for both: $0.
  • Combined company's estimated cash: $1.081 Billion.

🔍 The Financial Analysis Details

This section gets technical but is crucial for understanding how the deal was valued. The companies hired the investment bank Morgan Stanley to analyze if the merger terms were fair. They used several complex methods:

• Comparable Company Analysis: They compared Coursera and Udemy to other public education companies like Docebo, Skillsoft, and Strategic Education. Based on this, they applied revenue multiples (0.6x-1.5x for Coursera, 0.6x-1.1x for Udemy) to estimate values.
• Discounted Cash Flow (DCF): This method estimates a company's future cash flow and discounts it back to today's value. It suggested Udemy's shares could be worth between $12.82 and $17.70 on its own, and Coursera's between $11.71 and $17.77.
• Implied Ownership: The analysis suggested Udemy stockholders would own 39% to 57% of the combined company based on these valuation ranges.

📅 What's Next

The immediate next step is the stockholder vote on April 9, 2026. If both sets of shareholders approve, and other closing conditions are met, the merger will be complete. The companies have made the official proxy documents available on their websites and the SEC's website.

⚖️ Big Picture

👍 Strengths: The merger creates a powerhouse in online education, combining Coursera's academic partnerships with Udemy's vast marketplace. The companies believe this will create a stronger competitor. ⚠️ Risks: The pending lawsuits, even if baseless, could cause delays or increase costs. Integrating two large companies is always complex and challenging.

🧠 The Analogy

Think of this merger like two popular neighboring coffee shops deciding to combine. One is known for its fancy, certified blends from big-name farms (Coursera), and the other is a bustling marketplace where local baristas sell their own unique roasts (Udemy). They believe putting both under one roof makes them stronger against the big global chains. But before they can knock down the shared wall, a few regular customers are suing, claiming the merger notice on the bulletin board didn't list every single bean origin. So, to keep things moving, the owners are posting extra details on the board just to be safe and quiet the complaints.

📇 Key Contacts & People

• For Coursera Investor Relations: [email protected]
• For Udemy Investor Relations: [email protected]
• Signing Executive: Alan B. Cardenas, Senior Vice President, General Counsel and Secretary of Coursera, Inc.

🧩 Final Takeaway

This filing is about Coursera managing the legal bumps in its path to acquire Udemy. By voluntarily adding more financial details to their merger documents, they are trying to preempt shareholder lawsuits and keep the deal on track for a vote in April. The core plan to merge remains unchanged.