Organization and description of business

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and description of business

1. Organization and description of business

Description of business

Udemy, Inc. (“Udemy” or the “Company”) was incorporated in January 2010 under the laws of the state of Delaware. The Company is headquartered in San Francisco, California.

Udemy is a global technology company enabling organizations and individuals to develop in-demand skills and capabilities needed to thrive in a rapidly evolving world of work. The Company’s AI-powered platform offers consumers the option to purchase either subscription-based plans or a non-exclusive lifetime license to a single course on the Udemy marketplace. The Company also curates its highest-quality content for its enterprise platform, Udemy Business (“UB”), which enables companies around the world to offer on-demand learning across their organizations through various modalities.

Proposed merger with Coursera

On December 17, 2025, we entered into an Agreement and Plan of Merger (as it may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) with Coursera, under which Coursera will combine with Udemy in an all-stock transaction (the “Merger”). Under the terms of the Merger Agreement, Udemy stockholders will receive 0.800 shares of common stock, par value $0.00001 per share, of Coursera (“Coursera Common Stock”) for each share of our common stock. Upon the closing of the Merger, existing Coursera stockholders are expected to own approximately 59% and existing Udemy stockholders are expected to own approximately 41% of the combined company, on a fully diluted basis.

The completion of the Merger is subject to the satisfaction of certain customary conditions set forth in the Merger Agreement, including, but not limited to: (i) adoption of the Merger Agreement by Udemy’s stockholders, (ii) approval of the issuance of the shares of Coursera Common Stock and an amendment of Coursera’s amended and restated certificate of incorporation to increase the number of authorized shares of Coursera Common Stock thereunder by Coursera’s stockholders; (iii) authorization for listing of the shares of Coursera Common Stock to be issued in the Merger on NYSE, subject to official notice of issuance; (iv) the expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (on February 9, 2026, the Federal Trade Commission granted early termination of the waiting period under the HSR Act), and the receipt of certain other required regulatory approvals; and (v) effectiveness of the registration statement on Form S-4 for the Coursera Common Stock to be issued in the Merger. In addition, Udemy’s obligation to complete the Merger is also subject to the receipt by Udemy of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

If the Merger Agreement is terminated by Coursera because Udemy’s board of directors changes its recommendation to its stockholders regarding the Merger Agreement or because Udemy breaches its obligations not to solicit proposals relating to an alternative transaction to the Merger (an “Alternative Transaction”) or its obligations in respect of Udemy’s stockholder meeting, Udemy will be required to pay Coursera a termination fee equal to $40.5 million (the “Termination Fee”). Udemy is also required to pay the Termination Fee to Coursera if the Merger Agreement is terminated in certain circumstances after a proposal for an Alternative Transaction is made and, within twelve months of termination, Udemy enters into any Alternative Transaction. Coursera is subject to reciprocal obligations to pay the Termination Fee to Udemy in corresponding circumstances.

In addition, if the Merger Agreement is terminated in certain circumstances because the requisite approval of Udemy stockholders is not obtained at Udemy’s special meeting of stockholders in connection with the Merger or because the requisite approval of Coursera’s stockholders is not obtained at Coursera’s special meeting of stockholders in connection with the Merger, Udemy or Coursera, as applicable, will be required to pay the other party an expense reimbursement equal to $8.0 million.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 of this Annual Report on Form 10-K.

Other than acquisition-related expenses associated with the proposed merger of $3.7 million recorded in general and administrative expense in the accompanying consolidated statements of operations for the fiscal year ended December 31, 2025, the Merger did not impact the Company’s consolidated financial statements.