Udemy, Inc. Files 8-K for Material Agreement

TL;DR

Udemy signed a big deal, details to come.

AI Summary

Udemy, Inc. filed an 8-K on December 18, 2025, reporting an entry into a Material Definitive Agreement on December 17, 2025. The filing also includes financial statements and exhibits. No specific details of the agreement or financial figures were provided in the excerpt.

Why It Matters

This filing indicates a significant business event for Udemy, Inc., potentially impacting its operations, partnerships, or financial structure.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details makes the exact risk level uncertain.

Key Players & Entities

• Udemy, Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• December 18, 2025 (date) — Filing date
• 600 Harrison Street, 3rd Floor, San Francisco, California 94107 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — ange on which registered Common Stock, $0.00001 par value per share UDMY The Nasdaq
• $40.5 million — pay Coursera a termination fee equal to $40.5 million (the " Termination Fee "). Udemy is als
• $8.0 million — party an expense reimbursement equal to $8.0 million. The foregoing description of the Mer

Filing Documents

• d667577d8k.htm (8-K) — 63KB
• d667577dex21.htm (EX-2.1) — 610KB
• d667577dex101.htm (EX-10.1) — 90KB
• d667577dex991.htm (EX-99.1) — 135KB
• 0001193125-25-323401.txt ( ) — 1206KB
• udmy-20251217.xsd (EX-101.SCH) — 3KB
• udmy-20251217_lab.xml (EX-101.LAB) — 18KB
• udmy-20251217_pre.xml (EX-101.PRE) — 11KB
• d667577d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): December 17, 2025 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 The Nasdaq Stock Market LLC (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. Item1.01. Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On December 17, 2025, Udemy, Inc. (the " Company " or " Udemy ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Coursera, Inc. (" Coursera ") and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera (" Merger Sub "). The Merger. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Udemy (the " Merger "), with Udemy surviving the Merger as a wholly owned subsidiary of Coursera (or, if a restructuring election (a "Restructuring Election") is made in certain circumstances in accordance with and subject to the limitations in the Merger Agreement, a direct wholly owned corporate subsidiary of Coursera may merge with and into Udemy, with Udemy surviving such merger as a wholly owned subsidiary of Coursera, followed by a merger of Udemy with and into a second, direct wholly owned limited liability company subsidiary of Coursera, with the second wholly owned subsidiary of Coursera surviving such merger (together, the "Two-Step Merger")). At the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.00001 per share, of Udemy (the " Udemy Common Stock ") issued and outstanding immediately prior to the Effective Time, except for certain shares owned by Coursera, Udemy or Merger Sub, will be converted into the right to receive 0.800 shares of common stock (the " Exchange Ratio "), par value $0.00001 per share, of Coursera (the " Coursera Common Stock "). No fractional shares of Coursera Common Stock will be issued in the Merger, and holders of Udemy Common Stock will receive cash in lieu of fractional shares of Coursera Common Stock, if any. The board of directors of the Company (the " Board ") has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Udemy and its stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; and (iii) recommended that Udemy's stockholders vote in favor of adopting the Merger Agreement. Treatment of Udemy's Equity Awards. The Merger Agreement provides that, at the Effective Time, (i) each outstanding restricted stock unit covering shares of Udemy Common Stock (a " Udemy RSU ") that is not subject to performance-based vesting conditions will be assumed by Coursera and converted into a restricted stock unit award covering a number of shares of Coursera Common Stock (rounded to the nearest whole number of shares) equal to the product of (a) the number of shares of Udemy Common Stock that were subject to such Udemy RSU multiplied by (b) the Exchange Ratio, and otherwise with the same vesting schedules, termination protectio

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