Udemy (UDMY) Proxy Filing summary

Executive summary

• Coursera and Udemy have agreed to merge in an all-stock transaction, with Udemy becoming a wholly owned subsidiary of Coursera.

• Each Udemy share will be converted into 0.800 shares of Coursera common stock, with no fractional shares issued; cash will be paid in lieu of fractions.

• The merger is expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

• Coursera stockholders will own approximately 59.1% and Udemy stockholders approximately 40.9% of the combined company post-merger.

• The combined company will be headquartered in the San Francisco Bay Area and continue to trade under the Coursera ticker on the NYSE.

Voting matters and shareholder proposals

• Coursera stockholders will vote on: (1) issuance of Coursera shares for the merger, (2) amendment to increase authorized shares from 300M to 600M, and (3) adjournment of the special meeting if needed.

• Udemy stockholders will vote on: (1) adoption of the merger agreement, (2) non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the special meeting if needed.

• Significant shareholders of both companies have entered into voting agreements to support the merger.

Board of directors and corporate governance

• The combined company’s board will have nine directors: six designated by Coursera (including the CEO and Chairman) and three by Udemy, all meeting NYSE independence standards.

• The initial composition of key board committees will be determined by the combined board.