Research Reports

Key takeaways

Coursera and Udemy are supplementing the Joint Proxy Statement/Prospectus to moot disclosure claims and avoid litigation delays regarding the pending Merger.

Three lawsuits challenging the Merger were filed in New York and California courts, and demand letters alleging deficiencies were received by both companies.

Special meetings for Coursera and Udemy stockholders to vote on the Merger are scheduled for April 9, 2026.

Supplemental disclosures detail the merger background, including Udemy Board's rejection of mixed cash/stock consideration in favor of an all-stock combination.

Morgan Stanley valuation analyses and financial projections for both companies were amended to include specific cash, debt, and revenue estimates.

Full analysis

Coursera, Inc. filed this Form 8-K to provide supplemental disclosures regarding its pending acquisition of Udemy, Inc. The supplements are intended to moot disclosure claims raised in three filed lawsuits and various demand letters from purported stockholders, thereby avoiding the nuisance, cost, and potential delay of litigation. The companies explicitly deny any liability or the necessity of additional disclosure but are making these supplements voluntarily. The litigation consists of two suits in New York Supreme Court and one in California Superior Court, all challenging the merger. The supplemental disclosures provide additional detail on the background of the merger, specifically the Udemy Board's November 13, 2025 meeting where an all-stock combination was favored over a mixed cash/stock deal. The filing also amends financial analyses presented by Morgan Stanley, including specific cash and debt figures as of December 31, 2025, and lists the comparable companies used in the relative public trading multiples analysis. Stockholder votes are scheduled for April 9, 2026.

COUR · Coursera, Inc.

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Key takeaways

Full analysis