COUR · Coursera, Inc.

This filing confirms that Coursera’s stockholders have formally approved two critical prerequisites for its proposed acquisition of Udemy: the issuance of Coursera common stock as merger consideration and the increase in authorized share capital. With over 99% of votes cast in favor of Proposal 1 and over 98% for Proposal 2, the vote reflects strong shareholder alignment behind the strategic combination. The approval removes key governance hurdles, though the transaction remains contingent on unfulfilled closing conditions—including regulatory clearances and other customary conditions outlined in the December 17, 2025 Merger Agreement. Given the scale of the proposed combination—uniting two major publicly traded online learning platforms—the outcome materially advances execution risk toward closing, while also signaling investor acceptance of Coursera’s growth-by-acquisition strategy. However, the forward-looking statements section explicitly cautions that uncertainties persist around integration, retention, synergies, and timing; no assurance is provided that the Merger will close or deliver anticipated benefits. For investors, this represents a pivotal milestone—not yet completion—but a necessary step that shifts focus to remaining external dependencies and execution readiness.