Udemy, Inc.

false 12-31 0001607939 0001607939 2026-05-11 2026-05-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2026 Udemy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40956 27-1779864 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 600 Harrison Street , 3rd Floor San Francisco , California 94107 (Address of Principal Executive Offices) (Zip Code) ( 415 ) 813-1710 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.00001 par value per share UDMY NASDAQ (The Nasdaq Global Select Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note This Current Report on Form 8-K is being filed in connection with the consummation on May 11, 2026 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated December 17, 2025 (the “Merger Agreement”), by and among Udemy, Inc., a Delaware corporation (“Udemy”), Coursera, Inc., a Delaware public benefit corporation (“Coursera”), and Chess Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Coursera (“Merger Sub”). On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Udemy (the “Merger”), with Udemy surviving the Merger as a direct wholly owned subsidiary of Coursera (the “Surviving Corporation”). The information set forth in this Introductory Note is incorporated by reference into each item of this Current Report on Form 8-K. Item 1.02. Termination of a Material Definitive Agreement. Concurrently with the consummation of the Merger (the “Closing”), Udemy terminated its credit agreement, dated May 30, 2025 (the “Credit Agreement”), by and among Udemy, as the borrower, certain subsidiaries of Udemy from time to time party thereto as guarantors, the lenders named therein, the other financial institutions party thereto, and Citibank, N.A., as administrative agent and collateral agent, and all other agreements related thereto. The Credit Agreement provided for a $200 million secured revolving loan facility. No loans were outstanding under the Credit Agreement as of the Closing Date. In connection with the Credit Agreement’s termination, all obligations under the Credit Agreement were satisfied and paid in full and all liens securing such obligations under the Credit Agreement were released . Item 2.01 Completion of Acquisition or Disposition of Assets. The Merger was completed on the Closing Date. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.00001 per share, of Udemy (“Udemy Common Stock”) issued and outstanding immediately prior to the Effective Time, except for certain shares owned by Coursera, Udemy or Merger Sub, was converted into the right to receive 0.800 shares of common stock (the “Exchange Ratio”), par value $0.00001 per share, of Coursera (“Coursera Common Stock”), together with cash in lieu of fractional shares of Coursera Common Stock determined in accordance with the terms of the Merger Agreement. At the Effective Time, each option to purchase shares of Udemy Common Stock (a “Udemy Stock Option”) and each stock appreciation right in respect of shares of Udemy Common Stock (a “Udemy SAR”) that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was converted into the right to receive (without interest), less applicable tax withholdings, a number of shares of Coursera Common Stock equal to the product of (1) the Net Option Share Amount (as defined below), multiplied by (2) the Exchange Ratio. The “Net Option Share Amount” means, with respect to each Udemy Stock Option or Udemy SAR, as applicable, the quotient of (i) the product of (x) the excess, if any, of the Merger Consideration Value (as defined below) over the applicable per share exercise price as of immediately prior to the Effective Time, multiplied by (y) the number of shares of Udemy Common Stock subject to such Udemy Stock Option or Udemy SAR, as applicable, as of immediately prior to the Effective Time, divided by (ii) the Merger Consideration Value. The “Merger Consideration Value” means the product of (A) $4.78, which is the average closing price of Coursera Common Stock for the five full trading days preceding the Closing Date, multiplied by (B) the Exchange Ratio. Udemy Stock Options and Udemy SARs with a per-share exercise price equal to or greater than the Merger Consideration Value were cancelled for no consideration. At the Effective Time, each restricted stock unit award covering shares of Udemy Common Stock that was outstanding immediately prior to the Effective Time and was not subject to performance-based vesting conditions (a “Udemy RSU Award”) and was not granted in respect of services to a non-employee director of Udemy was assumed by Coursera and converted into a restricted stock unit award covering Coursera Common Stock (a “Coursera RSU Award”) having the same terms and conditions as applied to the corresponding Udemy RSU Award as of immediately prior to the Effective Time, except that each such Coursera RSU Award covers a number of shares of Coursera Common Stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Udemy RSU Award as of immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio. At the Effective Time, each Udemy RSU Award that was granted in respect of the holder’s services as a non-employee director of Udemy (a “Director Award”) and was outstanding immediately prior to the Effective Time became fully vested and converted into the right to receive the number of shares of Coursera Common Stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Director Award as of immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio. At the Effective Time, each restricted stock unit award covering shares of Udemy Common Stock that was outstanding immediately prior to the Effective Time and was subject to performance-based vesting conditions (a “Udemy PSU Award”) was assumed by Coursera and converted into a Coursera RSU Award having the same terms and conditions as applied to the corresponding Udemy PSU Award as of immediately prior to the Effective Time, except that each such Coursera RSU Award covers that number of shares of Coursera Common Stock (rounded t