COUR 8-K
Coursera, Inc. (COUR)
8-K
2026-05-18
For: 2026-05-15
View Original
Added on
May 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 15, 2026
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (650 ) 963-9884
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 | ||||||||||||
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. o
Item 7.01 Regulation FD Disclosure.
On May 15, 2026, the board of directors of Coursera, Inc. (the “Company”) approved a stock repurchase program (the “Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $500 million of its outstanding common stock, $0.00001 par value per share (the “common stock”), through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other restrictions. The number of shares to be repurchased and the timing of the repurchases, if any, will depend on several factors, including, without limitation, business, economic, and market conditions, corporate, legal, and regulatory requirements, prevailing stock prices, trading volume, and other considerations. The Repurchase Program has no expiration date and will continue until otherwise suspended, modified or discontinued, and does not obligate the Company to acquire any amount of its common stock. The Company expects to utilize its existing cash and cash equivalents to fund repurchases under the Repurchase Program. On May 18, 2026, the Company issued a press release announcing the Repurchase Program. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COURSERA, INC. | |||||||||||
| Date: | May 18, 2026 | By: | /s/ Alan B. Cardenas | ||||||||
| Alan B. Cardenas Senior Vice President, General Counsel, and Secretary | |||||||||||
| Exhibit 99.1 | |||||
Coursera Announces $500 Million Share Repurchase Program
Significant authorization reflects leadership’s confidence in the strength of Coursera’s business and the substantial value creation opportunity for its shareholders
MOUNTAIN VIEW, Calif. – May 18, 2026 – Coursera, Inc. (NYSE: COUR) today announced that its Board of Directors (the “Board”) has approved a share repurchase program under which Coursera is authorized to repurchase up to $500 million of the Company’s common stock. The size of the repurchase program underscores the confidence of Coursera’s leadership in the execution of its strategy, the strength of its future cash flow, and the scale of the global skilling opportunity ahead.
Coursera believes that its enhanced scale following its recent combination with Udemy, Inc., strong financial position, and expected future cash generation, particularly following the achievement of anticipated operating synergies, provide the Company with ample capacity to opportunistically return capital to shareholders, while also investing for durable long-term growth. Coursera expects to fund repurchases with existing cash balances and cash flow from operations.
Repurchases under the program may be made from time to time in the open market, with the amount and timing of repurchases to be determined at Coursera’s discretion, depending on market conditions, corporate considerations, and other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from time to time, enter into trading plans intended to qualify under Rule 10b5-1 of the Exchange Act to facilitate repurchases of its shares under this authorization. This program does not have a fixed expiration date, does not obligate Coursera to acquire any particular amount of common stock, and may be modified, suspended, or discontinued at any time at the discretion of the Board.
About Coursera
Coursera was launched in 2012 by Andrew Ng and Daphne Koller with a mission to provide universal access to world-class learning. Coursera partners with leading university and industry partners to offer a broad catalog of content and credentials, including courses, Specializations, Professional Certificates, and degrees. Coursera’s platform innovations — including AI-powered personalized guide and features, like Role Play and Course Builder, and role-based solutions like Skills Tracks — enable instructors, partners, and companies to deliver scalable, personalized, and verified learning. Institutions worldwide rely on Coursera to upskill and reskill their employees, students, and citizens in high-demand fields such as GenAI, data science, technology, and business, while learners globally turn to Coursera to master the skills they need to advance their careers. Coursera is a Delaware public benefit corporation and a B Corp. Coursera recently combined with Udemy to create one of the world’s most comprehensive skills development platforms. Together, the Coursera and Udemy platforms reach 290 million learners and 18,000 enterprise customers worldwide.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. Any statements contained in this press release that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “accelerate,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements include, but are not limited to, statements regarding Coursera leadership’s confidence in the execution of its strategy, strength of its future cash flow, scale of global skilling opportunity ahead, and the substantial value creation opportunity for its shareholders; Coursera’s belief that its enhanced scale in light of its recent business combination with Udemy, Inc. (the “business combination”), strong financial position, and expected future cash generation following achievement of anticipated operating synergies provide Coursera with opportunity to return capital to shareholders and invest in durable long-term growth; the anticipated amount, manner, and timing of execution of the share repurchase program; that Coursera expects to utilize its existing cash and cash equivalents to fund repurchases under the share repurchase program; the expected benefits of the business combination and the outlook for our results of operations and financial condition (including potential synergies) following the business combination; the expansion of our market opportunity; the global demand to embrace new skills; anticipated growth rates; and our financial outlook, future financial and operational performance, and expectations; among others. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: our ability to attract, engage, and retain learners; our ability to increase sales of our offerings; our limited operating history; the relative nascency of online learning solutions and generative AI; risks related to market acceptance and demand for our offerings; our ability to maintain and expand our existing content creator relationships and to develop new partnerships with universities, industry leaders, and subject matter experts; our dependence on the supply of content created by our partners; risks related to our AI innovations and AI generally; risks related to the business combination, including our ability to retain and hire key personnel and maintain relationships with customers, vendors, and others with whom we do business as a result of the business combination; the impact of the business combination on our operating results and business generally; the outcome of any legal proceedings related to the business combination; the ability to successfully integrate Coursera’s and Udemy’s operations and business on a timely basis or otherwise in accordance with the standards and obligations applicable to the combined company as a public benefit corporation and as a B Corp.; our ability to implement our plans, forecasts, and other expectations with respect to the combined company’s business and realize expected synergies and other benefits of the business combination within the expected timeframe or at all; potential business disruptions arising from the business combination; our ability to compete effectively; adverse impacts on our business and financial condition due to macroeconomic or market conditions; our ability to manage our growth; regulatory and/or policy matters or changes impacting us or our content creators; risks related to intellectual property; cybersecurity and privacy risks and regulations; potential disruptions to our platform; risks related to operations, regulatory, economic, and geopolitical conditions; current and future legal and regulatory matters; the impact of actions to improve operational efficiencies and operating costs; our history of net losses and ability to achieve or sustain profitability; natural disasters, public health crises, or other catastrophic events; and our status as a certified B Corp, as well as the risks and uncertainties discussed in our most recently filed annual and quarterly reports on Forms 10-K and 10-Q and subsequent filings and as detailed from time to time in our SEC filings. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Such forward-looking statements relate only to events as of the date of this press release. We undertake no obligation to update any forward-looking statements except to the extent required by law.
Contacts
For investors: Cam Carey, [email protected]
For media: Arunav Sinha, [email protected]
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