COUR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-04-30

• •trends and expectations for growth in the global learning ecosystem;

• •the expected timing and benefits of our proposed merger with Udemy, Inc. (“Udemy”);

• •our ability to develop industry micro-credentials and accredited degree programs;

• •our ability to deliver tools that content creators can use to align with evolving workforce needs;

• On December 17, 2025, Coursera and Udemy, Inc. entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Coursera will combine with Udemy in an all-stock transaction (the “Merger”). Under the terms of the Merger Agreement, each issued and outstanding share of Udemy common…

Text removed vs the prior filing · source: 10-Q · 2025-10-31

• •trends and expectations for growth in the higher education and online education markets;

• •Gross profit was $106.0 million, compared to $96.2 million a year ago. Non-GAAP gross profit was $108.0 million, compared to $98.1 million a year ago.

• •Net loss was $(8.6) million, compared to $(13.7) million a year ago. Non-GAAP net income was $16.7 million, compared to $16.6 million a year ago.

• •Net loss per share was $(0.05), compared to $(0.09) a year ago. Non-GAAP net income per share was $0.10, compared to $0.10 a year ago.

• •Adjusted EBITDA was $15.6 million, compared to $13.3 million a year ago.

Text added vs the prior filing · source: 10-Q · 2026-04-30

• •the expected timing and realization of the expected benefits of our Merger with Udemy;

• •our ability to complete the Merger and the impact of such failure on our business and financial results and the price of our common stock;

• •the Merger Agreement contains contractual restrictions to pursue alternatives to the Merger and provisions that could require us to pay a termination fee or other amounts to Udemy;

• •business uncertainties and contractual restrictions while the Merger is pending;

• •the impact of lawsuits filed in connection with the Merger, if any, resulting in substantial costs and/or delaying or preventing the completion of the Merger;

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• The regulations, standards, and policies of our university partners’ regulators are complex, change frequently, and are often subject to differing interpretations. Changes in, or new interpretations of, applicable laws, regulations, or standards could compromise our university partners’ accreditatio…

• We or our content creators, both U.S. and international, may also be required to be authorized in certain states to offer online programs and engage in advertising or recruiting, depending on state and international laws. Although many of our programs are offered by U.S.-based higher education insti…

• Our platform is also subject to various requirements relating to accessibility for learners with disabilities. Certain requirements of Title II and Title III of the Americans with Disabilities Act apply to us and to our public and private university partners, Section 504 of the Rehabilitation Act of…

• Our subscription plans charge learners on a recurring basis, and as a result, we must comply with complex international, federal, and state laws and regulations related to automatic renewal, unfair competition, and false advertising. These laws, among other things, require us to make specific disclo…

• We can offer no assurances as to whether the exception in the DCL would be upheld by a court or how it would be interpreted. Neither can we predict the impact a material reduction in the DOE’s workforce, or the DOE’s reorganization or elimination, would have on the DCL’s enforceability or its percei…

Text added vs the prior filing · source: 10-Q · 2026-04-30

• This Rule 10b5-1 trading arrangement was entered into in writing during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and in accordance with our policies regarding transactions in our securities.

• During the three months ended March 31, 2026, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2025-10-31

• On September 15, 2025, Amanda M. Clark, Director, entered into a Rule 10b5-1 trading arrangement for the sale of up to 11,382 shares of our common stock. This trading arrangement is scheduled to expire on May 29, 2026.

• These Rule 10b5-1 trading arrangements were entered into in writing during an open trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and in accordance with our policies regarding transactions in our securities.

• During the three months ended September 30, 2025, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

• On October 29, 2025, the Board appointed Gregory M. Hart, Coursera’s Chief Executive Officer, President, and principal executive officer, to serve as Coursera’s principal financial officer, effective October 30, 2025. He replaces Kenneth R. Hahn, Senior Vice President, Chief Financial Officer, Treas…

• Mr. Hart’s biographical and compensation information, as well as his family relationships or transactions were previously disclosed in our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 29, 2025, and are incorporated herein by reference. There is no arran…