Business Combination Prospectus (Form 425)

Good morning. Thank you for joining us to discuss Coursera's announced combination with Udemy.

You can find more information about the transaction, including our press release and investor presentation, on our microsite at courseraandudemy.com, as well as on our Investor Relations website at investor.coursera.com.

Joining me today are Greg Hart, CEO of Coursera; Hugo Sarrazin, CEO of Udemy; and Mike Foley, CFO of Coursera.

We have allotted thirty minutes for today's call to walk through the transaction details, followed by a brief Q&A session.

Before we begin, I'll remind you that today's presentation includes both GAAP and non-GAAP financial measures. A reconciliation can be found in the appendix.

The discussion may also contain forward-looking statements regarding the proposed transaction, including expected timing, benefits, and financial impact. Such statements are based on current expectations and assumptions that are subject to a number of risks and uncertainties.

Actual results could differ materially. Please refer to the Safe Harbor language in our press release and both companies' SEC filings for a full discussion. We undertake no obligation to update these statements.

With that, Greg, over to you.

Thank you, Cam, and good morning, everyone.

This is an exciting day. Coursera has entered into a definitive agreement to combine with Udemy.

We are bringing together our global learning ecosystems to create a leading technology platform and redefine skills discovery, development, and mastery for learners and organizations at scale.

This year, I have focused on our need to build durable capabilities that drive long-term growth. Today, I will walk you through how this combination accelerates that vision.

This is a defining moment for Coursera and Udemy and a transformative step in how we ensure our millions of learners, thousands of enterprise customers, and global community of expert instructors have a platform that keeps pace with technology acceleration.

To understand why this combination is necessary now, we must first look at the reality our learners and customers face:

The World Economic Forum estimates that 39 percent of key skills will change in the next five years, and;

Our own data shows that 86 percent of learners come to Coursera specifically to transform their careers.

Learners need guidance on the skills they need to advance their career. Organizations need talent and tools that adapt. Both need a platform as agile as the rapidly evolving labor market

This combination unites consumer and enterprise leaders under one roof, creating a platform anchored by five core pillars:

Greater Value, Impact and Choice;

Leading Platform Capabilities;

Accelerated AI-Native Innovation;

Enhanced Global Reach and Market Opportunities; and a

Stronger Long-Term Financial Profile

Let's start with the first pillar: greater value, impact, and choice.

Combining Coursera and Udemy pairs the speed of agility with the rigor of verification.

Individually, both are success stories that have benefited more than 270 million learners around the world. Together, we unite two proven operating teams with deep expertise and complementary strengths across the consumer and enterprise segments.

Coursera is the world's most trusted ecosystem for verified learning. We combine incredible technology with a managed marketplace of branded credentials and curated career pathways taught by more than 375 of the world's top universities and industry leaders.

Udemy has built a large enterprise business powered by the world's most dynamic marketplace for practical skills development. Their content engine, powered by more than 85,000 expert instructors, captures trends at the speed of innovation.

United, we can execute at scale in each of our core segments and be in a stronger position to capture the fast-evolving global skilling and talent transformation opportunity.

For learners, we can meet their lifelong learning needs, whether it's a "just-in-time" answer to a coding problem for today, or a Professional Certificate to pivot and advance their career tomorrow.

For organizations, we can help drive business outcomes that deliver a higher ROI by offering seamless skilling solutions and deeper, more integrated product experiences that serve the entire workforce.

Together, we'll build a unified system of record that allows leaders to benchmark, develop, and track the skills of their talent across every stage of their career.

Second, this combination creates a leading learning platform with powerful capabilities.

We are uniting Udemy's dynamic, AI-powered marketplace and skills acceleration platform with Coursera's world-class university and industry brands, creating a comprehensive ecosystem to deliver greater value and choice across a broad spectrum of learning needs: technical and soft skills, flexible modalities, and job-relevant credentials spanning all stages of career progression.

This is not about aggregating content. It is about equipping the world's best faculty, industry leaders, and global subject matter experts under one platform, and equipping this powerful community with AI-enhanced tools, data-driven insights, and massively expanded distribution and reach.

This allows us to deliver incredible new learning experiences, from AI role-play simulations to personalized coaching and career guidance, at unprecedented speed and scale.

Third, we can accelerate innovation.

As technology reshapes every industry, speed matters more than ever before. Until now, our companies have been building parallel tracks, investing separately in duplicative features and tools, like AI tutors, authoring, personalization, and assessments.

We have made progress, but we can, and must, move faster.

Sharing product and data investments accelerates our highly aligned roadmap to become a truly AI-powered skills acceleration platform for the global workforce.

We will implement the best features from both platforms, such as Coursera Coach and Udemy's AI-powered Role Play simulation technology and MCP server.

We will join engineering talent to build AI-native experiences that are more personalized, proactive, and integrated directly into the flow of work, and;

We will leverage insights from a combined global learner base to deliver and measure verified skills, from discovery to development and mastery, improving both career and business outcomes.

We are no longer just maintaining pace with technology; we are innovating on behalf of our learners, customers, and instructors to ensure they stay ahead of it.

Fourth, this combination delivers enhanced global reach across our platform.

Together, we significantly improve our ability to attract, retain, and serve both consumer and enterprise learners.

Coursera's Consumer segment is vibrant and growing at scale.

In Q3, we added 7.7 million new registered learners, our highest quarterly additions since 2020, bringing our total learner base to 191 million.

Recent growth acceleration has been driven by new marketing, localization, and subscription capabilities with Coursera Plus, a strength we believe can bolster Udemy's Consumer subscription goals.

Conversely, Udemy brings deep Enterprise expertise.

Udemy has more than 17,000 customers, which span small businesses to global corporations in nearly every sector and in more than 150 countries.

Udemy Business ended Q3 with more than 525 million dollars of annual recurring revenue, and the company generates more than 60 percent of its revenue outside North America, offering greater global diversification in geographies that are highly complementary to Coursera's business.

This also unlocks a powerful network effect for our expert instructors.

We are taking Coursera's world-class offerings and putting them on a vastly expanded stage with Udemy's Enterprise scale, while giving Udemy's expert instructors access to Coursera's large and growing global Consumer learner base.

Finally, this transaction creates a stronger financial profile.

Together, our scale allows us to make the right long-term decisions on behalf of our learners, customers, shareholders, and other stakeholders. It also accelerates our strong track record of balancing growth and increased financial leverage in our operating model.

Our combined pro forma annual revenue exceeds 1.5 billion dollars over the last twelve months, and this scale allows us to generate meaningful efficiencies, which Mike will detail shortly.

Critically, these efficiencies are not just about savings; they are about sharpening our focus and strengthening our capacity for sustained investment in AI-driven innovation and product-led growth.

We are building a business that is more predictable, more profitable, and more capable of capturing an important market opportunity.

Before I hand it over, I want to acknowledge the team.

I have long admired Udemy. As I looked closer at their business as part of this process, I saw a culture that mirrors our own. They are builders, mission-driven, and motivated by the outcomes and impact we deliver.

While our approaches may differ, our vision is identical: we transform lives through learning.

Together, we will ensure the world's learners gain the essential skills to advance their careers while empowering the global workforce to excel in a skills-first future.

With that, I will turn the call over to Hugo.

Thank you, Greg, and hello everyone.

This is a defining moment for Udemy and a pivotal moment for our industry.

Greg has already outlined the strategic rationale. I would like to share my excitement and strong conviction that this combination is the right step forward for both companies.

Combining Udemy's enterprise learning platform powered by a dynamic marketplace with Coursera's academic rigor creates a platform that adapts to industry needs in real-time, with valuable credentials.

For the past year, we have been purposeful about our transformation, evolving beyond a marketplace into an AI-powered skill acceleration platform.

This solution helps learners master and validate the skills they need to be successful in their careers, while helping enterprise customers bridge skills gaps to achieve desired business outcomes in the AI era. This comprehensive approach positions the combined company to successfully execute to a true AI-powered platform.

We recognized that in the AI era, organizations need more than content access; they need a technology solution for skill mastery and validation at scale.

That is why this combination with Coursera is so compelling. We are not just bringing together two catalogs; together, we can build the next generation of learning experiences and the global skills infrastructure to transform the workforce.

Our capabilities are highly complementary. Udemy brings the agility of an AI-powered enterprise learning platform powered by a dynamic marketplace that captures emerging trends at the speed of innovation. Coursera brings massive global scale and the verified credentials that validate true mastery.

By uniting these ecosystems, we bridge the critical gap between immediate, practical skills development and the career-advancing credentials that professional learners need to move forward.

The combination delivers agility and credibility; depth and breadth; and speed-to-market and academic rigor. We will create a single, comprehensive solution that scales from individual skill-building to enterprise-wide transformation.

This deal is about more than joining catalogs; this is about accelerating innovation. By combining our data, our talent, and our resources, we can execute an AI-powered product roadmap far faster than either could alone.

We will leverage our shared insights to deliver personalized, adaptive learning experiences that support career advancement for individuals and integrate directly into the flow of work for enterprise customers. We are grateful to all our customers for their ongoing trust and partnership.

For our instructors who are the heart of everything we do at Udemy, this creates a significant opportunity to access next-generation content creation tools and a vastly expanded scale with Coursera's 191 million learners, allowing them to amplify their reach exponentially and monetize their expertise like never before.

For our shareholders, this all-stock transaction offers the opportunity to participate in the significant upside of creating an enhanced platform.

To our employees, this combination is a testament to the incredible marketplace and Enterprise business you have built. While our businesses are complementary, what truly unites us is our shared mission.

I am incredibly excited about what our combined team and shared strengths will achieve.

With that, I will turn the call over to Mike.

Thanks, Hugo.

My focus today will be on the financial framework of the transaction, the significant value it unlocks, and the timeline to completion.

First, the pro forma profile. This combination creates a company with significantly enhanced scale. Together, we will have an annual revenue run rate exceeding 1.5 billion dollars.

Scale is critical, creating a more balanced, globally diversified revenue mix while opening new growth opportunities. Specifically, this unlocks three primary growth levers:

One: A comprehensive product portfolio that drives higher engagement, retention, and lifetime value for learners and customers;

Two: Increased Consumer recurring revenue. We intend to support Udemy's subscription goals by leveraging our marketing capabilities and expertise with Coursera Plus, which has grown to encompass more than half of our Consumer segment revenue.

Three: Enterprise expansion, utilizing Udemy's go-to-market scale, partnership network, and deep customer relationships with over 17,000 organizations.

Most importantly, we are combining two companies with strong, improving fundamentals.

Each has demonstrated meaningful progress in expanding operating leverage and generating cash flow in recent years.

On a trailing twelve-month pro forma basis, the combined company generated gross margin of just over 60 percent and more than 150 million dollars of Adjusted EBITDA, which represents a 10 percent Adjusted EBITDA margin at the outset.

Crucially, that margin is before synergies.

We have identified 115 million dollars of annual run-rate cost synergies, which we expect to fully realize within 24 months of closing. These will come primarily from operational efficiencies, including optimized go-to-market motions and streamlined G&A expenses.

As Greg mentioned, this also accelerates our innovation capacity. By eliminating duplicative technology stacks, we can focus our combined resources on delivering our AI-native product roadmap to our customers at a much faster pace.

Regarding the transaction structure, this is an all-stock transaction. Udemy stockholders will receive 0.800 shares of Coursera common stock for each share of Udemy common stock.

Upon closing, existing Coursera shareholders are expected to own approximately 59 percent of the combined company, and Udemy shareholders are expected to own approximately 41 percent on a fully diluted basis.

On capital allocation, both companies enter this transaction with a healthy balance sheet, and that strength only grows through this combination. On a pro forma basis, the combined company holds nearly 1.2 billion dollars in cash based as of the third quarter 2025.

This strength gives us the capacity to invest in organic growth, as well as the optionality to explore additional levers for shareholder returns. To that end, Coursera anticipates executing a sizable share repurchase program following the close.

Finally, the timeline. The transaction has been unanimously approved by both Boards. Subject to shareholder and regulatory approvals, we expect to close by the second half of 2026.

We look forward to updating you as we move through the process.

Greg, back to you for closing comments.

Thanks, Mike.

Throughout this year, we laid the groundwork to build new capabilities that start to reimagine our platform experience, focused on helping learners advance their careers.

This combination accelerates that vision by uniting our global ecosystems to build a leading technology platform for skills, powered by AI-native experiences and world-class instructors.

On day one post-closing, we will be stronger than either company is today, with shared assets that deliver agility and verification; academic rigor and job-relevance; practical skills and trusted credentials.

However, this is ultimately about our future velocity. With AI, speed disproportionately matters.

By combining our product talent and pooling our data, we can innovate on behalf of our learners and customers faster than ever before, while equipping our expert instructors with next-generation tools to deliver more personalized learning at unprecedented speed and scale.

Our goal is simple: to ensure that human potential has a platform to keep pace with the technology that is rapidly changing how we live, learn, and work.

The market opportunity is significant and our path is clear.

We are creating a company that delivers more value to learners and greater impact for customers, and the foundation for delivering stronger returns for our business and shareholders.

I am excited for what we will build together.

Now, let's open the call for questions. Thank you.