Coursera, Inc.

Previous wording

•any changes to the validation or applicability of the United States (“U.S.”) Department of Education “Dear Colleague” Letter (“DCL”), on which our degree programs rely;

Current wording

•any changes to the validation or applicability of the United States (“U.S.”) Department of Education guidance, on which our degree programs rely;

Previous wording

•The anticipated cost savings and synergies from the Merger are based on assumptions that may prove inaccurate. We may fail to identify all available cost-saving opportunities, or the synergies we have identified may take longer to capture, cost more to implement, or deliver less savings than projected. In some cases, achieving cost synergies may require upfront investment, restructuring charges, or headcount reductions that offset part of the expected benefit, such as the initiative announced in July 2026 (refer to Note 16, Subsequent events, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q). If the assumptions underlying our synergy estimates are wrong, or if we are unable to execute on identified opportunities, the Merger may not deliver the financial benefits that we expect, or in the anticipated timeframe. Furthermore, we will record a significant amount of goodwill and other intangible assets as a result of the Merger. If we fail to realize its anticipated benefits, we may be required to test these assets for impairment, which could result in a material non-cash charge to our earnings.

Current wording

•The anticipated cost savings and synergies from the Merger are based on assumptions that may prove inaccurate. We may fail to identify all available cost-saving opportunities, or the synergies we have identified may take longer to capture, cost more to implement, or deliver less savings than projected. In some cases, achieving cost synergies may require upfront investment, restructuring charges, or headcount reductions that offset part of the expected benefit, such as the workforce reduction initiative announced in July 2026 (refer to Note 15, Merger, integration, and restructuring related costs, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q). If the assumptions underlying our synergy estimates are wrong, or if we are unable to execute on identified opportunities, the Merger may not deliver the financial benefits that we expect, or in the anticipated timeframe. Furthermore, we have recorded a significant amount of goodwill and other intangible assets as a result of the Merger. If we fail to realize its anticipated benefits, we may be required to test these assets for impairment, which could result in a material non-cash charge to our earnings.

Previous wording

•The Udemy content creation engine relies on approximately 95,000 expert instructors who develop their own content and set their own marketplace pricing. Any changes to revenue-sharing terms or platform policies as a result of integration could cause these content creators to reduce their activity or move to competing platforms, which would reduce the breadth of our offerings.

Current wording

•The Udemy content creation engine relies on over 100,000 instructors who develop their own content and set their own marketplace pricing. Any changes to revenue-sharing terms or platform policies as a result of integration could cause these content creators to reduce their activity or move to competing platforms, which would reduce the breadth of our offerings.

Previous wording

Our future success depends on our ability to adapt and enhance our platforms. To attract new learners, customers, and content creators and increase revenue from our existing base, we must continuously enhance and improve our offerings to meet evolving market demands at competitive price points. Such efforts require adding new functionality and responding to technological advancements, which may significantly increase our research and development as well as sales and marketing expenditures. If we are unable to develop educational content that addresses learners’ and customers’ needs, or enhance and improve our platforms in a timely manner, or if we fail to provide adequate safeguards and quality assurance related to the use of new technological advancements, market adoption of our platforms may decline. Furthermore, some of our competitors possess substantially greater financial, technical and research and development resources,or may be acquired by larger enterprises capable of directing greater resources to research and development. If we cannot maintain adequate research and development resources or compete effectively against competitor innovation, our business could be harmed.

Current wording

Our future success depends on our ability to adapt and enhance our platforms. To attract new learners, customers, and content creators and increase revenue from our existing base, we must continuously enhance and improve our offerings to meet evolving market demands at competitive price points. Such efforts require adding new functionality and responding to technological advancements, which may significantly increase our research and development as well as sales and marketing expenditures, including our efforts to develop a unified, next generation platform, code-named Project Helix. If we are unable to develop educational content that addresses learners’ and customers’ needs, or enhance and improve our platforms in a timely manner, or if we fail to provide adequate safeguards and quality assurance related to the use of new technological advancements, market adoption of our platforms may decline. Furthermore, some of our competitors possess substantially greater financial, technical and research and development resources,or may be acquired by larger enterprises capable of directing greater resources to research and development. If we cannot maintain adequate research and development resources or compete effectively against competitor innovation, our business could be harmed.

Previous wording

We incurred net losses of $80.4 million and $7.8 million in the three months ended June 30, 2026 and 2025, and we had an accumulated deficit of $1,012.1 million as of June 30, 2026. We may not achieve profitability in the future, and even if we do, we may not be able to maintain or increase our level of profitability.

Current wording

We incurred net losses of $25.6 million and $8.6 million in the three months ended September 30, 2026 and 2025, and we had an accumulated deficit of $1,037.7 million as of September 30, 2026. We may not achieve profitability in the future, and even if we do, we may not be able to maintain or increase our level of profitability.

Previous wording

Certain expenditures, including those to expand our course offerings and the robustness of our platforms, grow our learner and customer base, expand our sales and marketing efforts, and improve and scale our technology and operations, may make it more difficult for us to achieve and maintain profitability. Our efforts to grow our business may be more costly than we expect, and we may not be able to grow our revenue enough to offset our expenses. Restructuring and expense reduction initiatives, including the initiative announced in July 2026 (refer to Note 16, Subsequent events, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q), could negatively impact our business, our growth, and our operational performance if they do not achieve or sustain the targeted benefits, the benefits are not adequate to meet our long-term profitability and operational expectations, costs are materially higher than expected, management’s attention is diverted, employee attrition is beyond our intended reduction in force or in key roles, we experience lower employee morale, or our reputation as an employer is damaged harming our ability to retain and attract talent. As a result, we can provide no assurance as to whether or when we will achieve profitability. If we are not able to achieve and maintain profitability, the value of our Company and our stock price could decline significantly, and you could lose some or all of your investment.

Current wording

Certain expenditures, including those to expand our course offerings and the robustness of our platforms, grow our learner and customer base, expand our sales and marketing efforts, and improve and scale our technology and operations, may make it more difficult for us to achieve and maintain profitability. Our efforts to grow our business may be more costly than we expect, and we may not be able to grow our revenue enough to offset our expenses. Restructuring and expense reduction initiatives, including the workforce reduction initiative announced in July 2026 (refer to Note 15, Merger, integration, and restructuring related costs, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q), could negatively impact our business, our growth, and our operational performance if they do not achieve or sustain the targeted benefits, the benefits are not adequate to meet our long-term profitability and operational expectations, costs are materially higher than expected, management’s attention is diverted, employee attrition is beyond our intended reduction in force or in key roles, we experience lower employee morale, or our reputation as an employer is damaged harming our ability to retain and attract talent. As a result, we can provide no assurance as to whether or when we will achieve profitability. If we are not able to achieve and maintain profitability, the value of our company and our stock price could decline significantly, and you could lose some or all of your investment.

Previous wording

The ecosystem for global learning, including online education and broader skills development, is highly fragmented and rapidly evolving. We expect alternative modes of learning to continue to accelerate as existing players and new entrants in this industry introduce new and more competitive products, enhancements, and bundles.

Current wording

The ecosystem for global learning, including online education and broader skills development, is highly fragmented and rapidly evolving. We compete with online learning platforms, enterprise learning and talent management providers, online program managers, and large technology companies. We also compete with free and open educational resources, in-person learning, and online programs that universities and employers build in-house. Providers of generative AI tools, including large language models, increasingly offer education features such as self-paced learning, custom course creation, on-demand tutoring, and summaries of educational materials. Learners and customers may choose these alternatives over our paid offerings. We expect alternative modes of learning to continue to accelerate as existing players and new entrants in this industry introduce new and more competitive products, enhancements, and bundles.

Previous wording

Participants in the global learning ecosystem include, but are not limited to: 2U, Inc., including through its subsidiary edX Inc.; Accenture plc, including through its subsidiaries Udacity and Accenture LearnVantage; Alison (Capernaum Limited); Anthropic, including Claude; Cornerstone OnDemand, Inc.; DataCamp, Inc.; Degreed, Inc.; Docebo, Inc.; Eruditus Learning Solutions Pte. Ltd.; Global University Systems (dba FutureLearn); Go1 Pty Limited; Google LLC, including through YouTube, Gemini, Google Workspace for Education and NotebookLM; Great Learning PTE Ltd.; Khan Academy, Inc.; Microsoft Corporation, through LinkedIn Learning, Microsoft learn, and Microsoft Copilot; Noodle Partners, Inc.; OpenAI OpCo, LLC; OpenSesame Inc.; O’Reilly Media, Inc.; Pearson plc.; Pluralsight, Inc.; Risepoint (formerly known as Academic Partnerships); Simplilearn; Skillshare, Inc.; Skillsoft Corp.; Study.com, LLC; upGrad Education Private Limited; The Wikimedia Foundation, Inc.; Workday, Inc., including Workday Learning and Sana; in-person learning; and internal online degree platforms developed in-house by universities. In addition, providers that leverage AI capabilities, including large language models, are increasingly offering education-focused capabilities, such as self-paced learning, custom course creation and on-demand tutoring.

Current wording

Participants in the global learning ecosystem include, but are not limited to: 2U, Inc., including through its subsidiary edX Inc.; Accenture plc, including through its subsidiaries Udacity and Accenture LearnVantage; Alison (Capernaum Limited); Anthropic, including Claude; Cornerstone OnDemand, Inc.; DataCamp, Inc.; Degreed, Inc.; Docebo, Inc.; Eruditus Learning Solutions Pte. Ltd.; Global University Systems (dba FutureLearn); Go1 Pty Limited; Google LLC, including through YouTube, Gemini, Google Workspace for Education and NotebookLM; Great Learning PTE Ltd.; Khan Academy, Inc.; Microsoft Corporation, through LinkedIn Learning, Microsoft learn, and Microsoft Copilot; Noodle Partners, Inc.; OpenAI OpCo, LLC; OpenSesame Inc.; O’Reilly Media, Inc.; Pearson plc.; Pluralsight, Inc.; Risepoint (formerly known as Academic Partnerships); Simplilearn; Skillshare, Inc.; Skillsoft Corp.; Study.com, LLC; upGrad Education Private Limited; The Wikimedia Foundation, Inc.; Workday, Inc., including Workday Learning and Sana; in-person learning; internal online degree platforms developed in-house by universities; and providers of large language models, such as Anthropic and OpenAI.

Previous wording

•industry consolidation and the number and rate of new entrants.

Current wording

•industry consolidation and the number and pace of new entrants.

Previous wording

We may choose to expand our business by making acquisitions that could be material. To date, we have only completed one acquisition, and while we have entered into the Merger Agreement to combine with Udemy, our ability as an organization to successfully identify, evaluate, acquire, and integrate technologies or businesses is unproven and limited. Acquisitions involve many risks, including the following:

Current wording

We may choose to expand our business by making acquisitions that could be material. To date, we have only completed a limited number of acquisitions, and our ability as an organization to successfully identify, evaluate, acquire, and integrate technologies or businesses is unproven and limited. Acquisitions involve many risks, including the following:

Previous wording

From time to time, we make strategic investments in private companies where we do not have the ability to exercise significant influence. For example, in July 2026, we made a strategic equity Investment in LearnVector, a privately-held AI-native learning company for an aggregate purchase price of $100 million, representing 33.33% of the ownership interest in LearnVector on a fully diluted basis as of the date of the Investment. If the value of any such equity investments were to decline, it could adversely affect our results of operations and financial condition. These investments carry inherent risk, including:

Current wording

We make strategic investments in private companies from time to time. For example, in July 2026, we made a $100 million strategic equity investment in LearnVector, a privately-held AI-native learning company founded and led by Dr. Ng, our co-founder and Chairman of our Board, receiving in exchange a 33.33% ownership interest in LearnVector on a fully diluted basis as of the date of the investment. These investments carry risks, including:

Previous wording

•High-Risk Company Profiles. Many of our portfolio companies are early-stage and may have limited cash, unproven products, and unaudited financial statements, increasing the overall risk of investment failure.

Current wording

•High-Risk Company Profiles. Many of the companies we invest in are early-stage companies. They may have limited cash, unproven products, and unaudited financial statements. These traits increase the risk that we lose some or all of our investment.

Previous wording

Certain of our directors are, and any future directors may be, affiliated with other entities, including venture capital or private equity funds or businesses that may be complementary, competitive, or potentially competitive to our Company. They may also in the future become affiliated with entities that are engaged in business or other activities similar to our business. Additionally, all of our officers and directors, in the course of their other business activities, may become aware of investments, business opportunities, or information that may be appropriate for presentation to us as well as to other entities to which they owe a fiduciary duty. As a result, directors and officers may encounter perceived or actual conflicts of interest involving us and other entities with which they are or become affiliated, including matters that involve corporate opportunities. A portfolio company of a director-affiliated venture fund may become a competitor of ours or a potential strategic partner. In addition, as our growth strategy includes considering potential acquisitions, it is possible an entity affiliated with one of our directors could be an acquisition target or a competitive acquirer.

Current wording

Some of our directors are, or may in the future become, affiliated with other entities, including venture capital or private equity funds or businesses that may complement or compete with ours. Our directors and officers may also learn of investments, business opportunities, or information that would suit both us and other entities to which they owe fiduciary duties. As a result, they may face actual or perceived conflicts of interest in deciding which entity receives an opportunity or information. For example, a portfolio company of a director-affiliated venture fund could become our competitor or a potential strategic partner. Our growth strategy includes acquisitions, so a director-affiliated entity could also become an acquisition target or a competing bidder. If a director or officer directs an opportunity or information elsewhere, our ability to carry out our business plan and compete could suffer. Our directors also are not required to devote their time exclusively to our business, and they may face conflicts in dividing their time between us and other entities.

Previous wording

Further, to the extent we engage in transactions with any director-affiliated entity, it could create actual, or the perception of, additional conflicts of interest, including with respect to our ability to negotiate terms equivalent to those that could be obtained in an arms’-length negotiation with an unaffiliated third party. For instance, Dr. Ng, one of our co-founders and Chairman of our Board, owns DeepLearning.AI Corp., a developer of educational content relating to AI that offers courses through our platform. Although our content sourcing agreement with DeepLearning.AI Corp. was entered into in the ordinary course of business and subject to standard commercial terms, there may nonetheless be a perception of a conflict of interest. In addition, in July 2026, we made a strategic equity Investment in LearnVector, a privately-held AI-native learning company founded and led by Dr. Ng. In light of Dr. Ng’s affiliations with Coursera and LearnVector, in considering the Investment, the Board established a Special Committee comprised solely of directors that the Board determined to be independent and disinterested in the Investment. The Special Committee unanimously approved the Investment in LearnVector. Despite such measures, transactions with director-affiliated entities can attract heightened investor scrutiny, which could adversely affect our business and reputation. Moreover, due to their affiliations, our directors and officers may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such potential conflicts, we are deprived of investment, business, or information, the execution of our business plan and our ability to effectively compete may be adversely affected. Our directors are also not obligated to commit their time and attention exclusively to our business, and accordingly, they may encounter conflicts of interest in allocating their time and resources between us and other entities with which they are affiliated.

Current wording

Transactions with director-affiliated entities may create further actual or perceived conflicts of interest. These include questions about whether we got terms as favorable as those available from an unaffiliated third party in an arm’s-length negotiation. For instance, Dr. Ng, one of our co-founders and Chairman of our board of directors, owns DeepLearning.AI Corp., a developer of educational content relating to AI that offers courses through our platform. Although our content sourcing agreement with DeepLearning.AI Corp. was entered into in the ordinary course of business and subject to standard commercial terms, there may nonetheless be a perception of a conflict of interest. In addition, in July 2026, we made a strategic equity Investment in LearnVector, a privately-held AI-native learning company founded and led by Dr. Ng. In light of Dr. Ng’s affiliations with Coursera and LearnVector, our board established a special committee composed solely of directors that the board determined to be independent and disinterested, to evaluate the investment. The special committee unanimously approved the investment in LearnVector. Despite such measures, transactions with director-affiliated entities can attract heightened investor scrutiny, which could adversely affect our business and reputation.

Previous wording

In addition, any changes to our organizational or compensation structure or our workplace culture may be negatively perceived by current or prospective employees and may result in attrition or cause difficulty in the recruiting process. We may periodically implement business strategies that impact our employees, including changes to our organizational structure or workforce adjustments. Workforce reductions or restructurings, such as the workforce reduction initiative announced in July 2026 (refer to Note 16, Subsequent events, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q), could have an adverse effect on our business, including lowering employee morale, harming our reputation as an employer, making it difficult to retain and attract talent, losing key employees targeted for retention, and hindering our ability to meet operational targets due to loss of key employees. To the extent that our compensation and benefits programs are not viewed as competitive, our workplace culture does not resonate, or changes in our workforce or other initiatives are not viewed favorably, our ability to attract, retain, and motivate employees can be weakened, which could harm our operating results.

Current wording

In addition, any changes to our organizational or compensation structure or our workplace culture may be negatively perceived by current or prospective employees and may result in attrition or cause difficulty in the recruiting process. We may periodically implement business strategies that impact our employees, including changes to our organizational structure or workforce adjustments. Workforce reductions or restructurings, such as the workforce reduction initiative announced in July 2026 (refer to Note 15, Merger, integration, and restructuring related costs, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q), could have an adverse effect on our business, including lowering employee morale, harming our reputation as an employer, making it difficult to retain and attract talent, losing key employees targeted for retention, and hindering our ability to meet operational targets due to loss of key employees. To the extent that our compensation and benefits programs are not viewed as competitive, our workplace culture does not resonate, or changes in our workforce or other initiatives are not viewed favorably, our ability to attract, retain, and motivate employees can be weakened, which could harm our operating results.

Previous wording

We are subject to complex and evolving laws and regulations worldwide that differ among jurisdictions and affect our operations in areas including, but not limited to: higher education, IP ownership and infringement, tax, import and export requirements, anti-corruption, data privacy, consumer protection, employment and labor, and accounting and financial reporting. Compliance with these requirements can be onerous and expensive and may negatively impact our business operations. For example, unfavorable legal or regulatory developments related to higher education, AI, or privacy may adversely impact our platforms, strategy, business, or operations. Legislative or regulatory developments, including U.S. Department of Education (“DOE”) regulatory activities, may also adversely impact our current and prospective learners, customers, or content creators, which may in turn have an adverse impact on our business, results of operations, financial condition, and growth prospects. In addition, the U.S. Supreme Court’s decision in Loper Bright Enterprises v. Raimondo (“Loper Bright”) in June 2024, which overturned the “Chevron doctrine” of judicial deference to federal agency interpretations of statutes, has resulted in uncertainty and increased the risk of legal challenges to current DOE rules, policies, and guidance, as well as the potential for future congressional legislation.

Current wording

We are subject to complex and evolving laws and regulations worldwide that differ among jurisdictions and affect our operations in areas including, but not limited to: higher education, IP ownership and infringement, tax, import and export requirements, anti-corruption, data privacy, consumer protection, employment and labor, and accounting and financial reporting. Compliance with these requirements can be onerous and expensive and may negatively impact our business operations. For example, unfavorable legal or regulatory developments related to higher education, AI, or privacy may adversely impact our platforms, strategy, business, or operations. Legislative or regulatory developments, including U.S. Department of Education (“DOE”) regulatory activities, may also adversely impact our current and prospective learners, customers, or content creators, which may in turn have an adverse impact on our business, results of operations, financial condition, and growth prospects.

Previous wording

Additionally, the vast majority of our U.S.-based university partners participate in the federal student financial assistance programs under Title IV of the Higher Education Act of 1965, as amended (respectively, “Title IV” and “HEA”), and are subject to extensive regulation by the DOE, as well as various state agencies, licensing boards, and accrediting agencies. To participate in the Title IV programs, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by a DOE-recognized accrediting agency, and be certified by the DOE as an eligible institution.

Current wording

Additionally, the vast majority of our U.S.-based university partners participate in the federal student financial assistance programs under Title IV of the Higher Education Act of 1965, as amended (“Title IV”), and are subject to extensive regulation by the DOE, as well as various state agencies, licensing boards, and accrediting agencies. To participate in the Title IV programs, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by a DOE-recognized accrediting agency, and be certified by the DOE as an eligible institution.

Previous wording

As a condition of eligibility to participate in Title IV programs, each institution agrees not to “provide any commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person or entity engaged in student recruitment, admission activity, or in making decisions regarding the award of Title IV program funds.” The vast majority of our U.S.-based university partners, and some of our non-U.S. university partners, participate in Title IV programs. This incentive compensation rule generally prohibits incentive-based compensation for recruitment, admission, or enrollment of learners. However, in March 2011, the DOE issued clarifying guidance (Dear Colleague Letter, or “DCL”) interpreting the rule as permitting tuition revenue-sharing arrangements under the “bundled services exception.” Our degree programs rely on this exception to enter into tuition revenue-sharing agreements with Title IV participating university partners.

Current wording

Most of our U.S. university partners, and some of our non-U.S. university partners, participate in federal student aid programs under Title IV. As a condition of participating, each institution agrees not to pay any commission, bonus, or other incentive payment based directly or indirectly on success in securing enrollments or financial aid to any person or entity engaged in student recruiting or admissions. We refer to this as the incentive compensation rule.

Previous wording

Our contractual arrangements with our U.S.-based university partners are intended to follow the bundled services exception in the DCL. However, ambiguity in the DCL and the incentive compensation rule creates a risk that the DOE or a court, including in a “whistleblower” claim under the federal False Claims Act, could disagree with our interpretation. If it is determined that our degree offerings do not meet the bundled services exception, we may be unable to enforce our right to collect revenue sharing from our university partners, and our partners may seek refunds of previously paid amounts. Even unfounded claims could cause reputational harm, cause us to incur significant defense costs, result in the termination of our agreements with Title IV participating university partners, and negatively impact our ability to enter into new agreements.

Current wording

The DCL and the incentive compensation rules are ambiguous. DOE, a court, or a private whistleblower suing under the federal False Claims Act, could disagree with our interpretation. If our arrangements are determined not to qualify for the bundled services exception, we could be unable to collect revenue share that our university partners owe us, be required to refund amounts our university partners previously paid, and lose existing university partners or fail to attract new ones. Even unfounded claims could harm our reputation and cause us to incur significant defense costs.

Previous wording

We cannot provide assurance as to how a court would interpret or uphold the DCL exception. We also cannot predict the impact of a material reduction in the DOE’s workforce, or the DOE’s reorganization or elimination, on the DCL’s enforceability. If Congress, the DOE, or a court revises, removes, or invalidates the bundled services exception, we may need to change our degree offerings and renegotiate university partner agreements, which could adversely affect our business and operations.

Current wording

If Congress, DOE, or a court revises, rescinds, or invalidates the bundled services exception, we may need to:

Previous wording

We rely on statutory and common-law frameworks and defenses, including the Digital Millennium Copyright Act of 1998 (“DMCA”), the Communications Decency Act of 1996 (“CDA”), and the fair-use doctrine in the U.S., as well as the Digital Services Act (“DSA”), the Digital Markets Act (“DMA”), and Article 17 of the EU Directive on Copyright in the Digital Single Market. However, differences between statutes, limitations on immunity, and evolving requirements in various jurisdictions may affect our ability to rely on these frameworks. Section 230 of the CDA, which provides certain legal protections to online platforms, has faced increasing litigation challenges and legislative proposals that may impact its scope. New regulatory regimes in the U.S., EU, and other countries may also increase potential liability for information or content available on our platforms, or impose additional obligations to monitor such information or content, which could increase our costs.

Current wording

We rely on statutory and common-law frameworks and defenses, including the Digital Millennium Copyright Act of 1998 (“DMCA”), the Communications Decency Act of 1996 (“CDA”), and the fair-use doctrine in the U.S., as well as the Digital Services Act (“DSA”), the Digital Markets Act (“DMA”), and Article 17 of the EU Directive on Copyright in the Digital Single Market. However, differences between statutes, limitations on immunity, and evolving requirements in various jurisdictions may affect our ability to rely on these frameworks. Section 230 of the CDA, which provides certain legal protections to online platforms, has faced increasing litigation challenges and legislative proposals that may impact its scope. New regulatory regimes in the U.S., EU, and other jurisdictions may also increase potential liability for information or content available on our platforms, or impose additional obligations to monitor such information or content, which could increase our costs.

Previous wording

We have recorded goodwill related to the closing of our Merger with Udemy, and a significant portion of the purchase price of any companies we acquire in the future may be allocated to acquired goodwill and other intangible assets. Under accounting principles generally accepted in the United States, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value of our intangible assets may not be recoverable. Goodwill is required to be tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in our stock price or market capitalization. If our acquisitions do not yield expected returns, our stock price declines or any other adverse change in market conditions occurs, a change to the estimation of fair value could result.

Current wording

We have recorded goodwill related to the closing of our Merger with Udemy, and a significant portion of the purchase price of any companies we acquire in the future may be allocated to acquired goodwill and other intangible assets. As of September 30, 2026, we had $182.7 million of goodwill, of which $113.9 million was assigned to our Enterprise reporting unit and $68.8 million to our Consumer reporting unit. Under accounting principles generally accepted in the United States, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value of our intangible assets may not be recoverable. Goodwill is required to be tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained decreases in our stock price or market capitalization. If our acquisitions do not yield expected returns, our stock price declines or any other adverse change in market conditions occurs, a change to the estimation of fair value could result.

Previous wording

In May 2026, our Board approved the Share Repurchase Program, pursuant to which Coursera is authorized to may repurchase up to a total of $500 million of our common stock, subject to certain limitations. As of June 30, 2026, we repurchased approximately $90.3 million in shares of our common stock pursuant to the Share Repurchase Program. In July 2026, we repurchased an additional approximately $60.1 million in shares, pursuant to the Share Repurchase Program. We have funded all repurchases under this program with existing cash and cash equivalents, and expect to do so for future activity under this plan. Under the program, share repurchases may be made at our discretion from time to time 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 program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our common stock. The timing and amount of repurchases under the program will be determined by our management based on its evaluation of market conditions and other factors. The program could affect the price of our common stock, increase volatility and diminish our cash reserves. Additionally, recent U.S. tax legislation imposes a 1% excise tax on share repurchases, which increases the costs associated with repurchasing shares of our common stock. The Share Repurchase Program has no expiration date and may be suspended or terminated at any time and, even if fully implemented, may not enhance long-term stockholder value. Refer to Part II, Item 2 of this Form 10-Q for additional information.

Current wording

In May 2026, our Board approved the Repurchase Program, pursuant to which Coursera may repurchase up to a total of $500 million of our common stock, subject to certain limitations. As of September 30, 2026, we repurchased $191.9 million worth of shares of our common stock, inclusive of commissions, pursuant to the Repurchase Program. Between October 1, 2026 and November 4, 2026, we repurchased an additional 7.1 million in shares, pursuant to the Repurchase Program. We have funded all repurchases under this program with existing cash and cash equivalents, and expect to do so for future activity under this plan. Under the program, share repurchases may be made at our discretion from time to time 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 program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of our common stock. The timing and amount of repurchases under the program will be determined by our management based on its evaluation of market conditions and other factors. The program could affect the price of our common stock, increase volatility and diminish our cash reserves. Additionally, recent U.S. tax legislation imposes a 1% excise tax on share repurchases, which increases the costs associated with repurchasing shares of our common stock. The Repurchase Program has no expiration date and may be suspended or terminated at any time and, even if fully implemented, may not enhance long-term stockholder value. Refer to Part II, Item 2 of this Form 10-Q for additional information.

Previous wording

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts by our stockholders to replace or remove our current management, and reduce our stock price.

Current wording

Anti-takeover provisions in our organizational documents and under Delaware law, as well as our status as a public benefit corporation, could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and reduce our stock price.

Previous wording

•require the approval of our Board or the holders of at least 66 2/3% of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation.

Current wording

•require holders of at least 66 2/3% of the voting power of our outstanding capital stock to amend our bylaws or certain provisions of our certificate of incorporation, while our Board can amend our bylaws without a stockholder vote.

Previous wording

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in a broad range of business combinations with any interested stockholder for a period of three years following the date on which such stockholder became an interested stockholder. Further, as a PBC, we may be less attractive as a takeover target than a traditional company and, therefore, your ability to realize your investment through an acquisition may be limited. Any delay or prevention of a change of control transaction or changes in our management could cause our stock price to decline or could prevent or deter a transaction that you might support.

Current wording

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a public Delaware corporation from engaging in a broad range of business combinations with any interested stockholder for a period of three years following the date on which such stockholder became an interested stockholder. Further, as a PBC, we may be less attractive as a hostile takeover target than a traditional company and, therefore, your ability to realize your investment through an acquisition may be limited. Any delay or prevention of a change of control transaction or changes in our management could cause our stock price to decline or could prevent or deter a transaction that you might support.

Previous wording

Our amended and restated certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine. Our amended and restated charter and bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Current wording

Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim for breach of any fiduciary duty owed by any of our directors, officers, employees, agents, or stockholders to us or our stockholders, (iii) any action or proceeding arising or asserting a claim pursuant to any provision of the Delaware General Corporation Law ("DGCL") or any provision of our certificate of incorporation or our bylaws, (iv) any action or proceeding asserting a claim against one of our stockholders, or (v) any action or proceeding asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or bylaws.

Previous wording

Our amended and restated bylaws also provide that, to the fullest extent permitted by applicable law and unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The enforceability of similar exclusive federal forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and while the Delaware Supreme Court and certain other state courts have ruled that this type of exclusive federal forum provision is facially valid under Delaware law, there is uncertainty as to whether other courts would enforce such provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This exclusive federal forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the U.S. have exclusive jurisdiction.

Current wording

Our certificate of incorporation and bylaws also provide that, to the fullest extent permitted by applicable law and unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The enforceability of similar exclusive federal forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and while the Delaware Supreme Court and certain other state courts have ruled that this type of exclusive federal forum provision is facially valid under Delaware law, there is uncertainty as to whether other courts would enforce such provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This exclusive federal forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the U.S. have exclusive jurisdiction.

Previous wording

Any person or entity purchasing or otherwise acquiring any interest in our capital stock shall be deemed to have notice of and consented to the provisions of our amended and restated certificate of incorporation and bylaws described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, or other employees. Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and Board.

Current wording

Any person or entity purchasing or otherwise acquiring any interest in our capital stock shall be deemed to have notice of and consented to the provisions of our certificate of incorporation and bylaws described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, or other employees. Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and Board.

Previous wording

As a PBC, we are required to publicly report at least biennially on our overall public benefit performance and on our assessment of our success in achieving our specific public benefit purpose. If we are not timely, are unable to provide this report, or if the report is not viewed favorably by parties doing business with us or by regulators or others reviewing our credentials, our reputation and status as a PBC may be harmed.

Current wording

As a PBC, we are required to publicly report at least biennially on our overall performance in promoting our specific public benefit purpose and the best interests of those materially affected by our conduct and on our assessment of our success in achieving our specific public benefit purpose and in promoting those interests. If we are not timely, are unable to provide this report, or if the report is not viewed favorably by parties doing business with us or by regulators or others reviewing our credentials, our reputation and status as a PBC may be harmed.

Previous wording

Unlike traditional Delaware corporations, whose directors have a fiduciary duty to focus exclusively on maximizing stockholder value, our directors have a fiduciary duty to consider not only stockholders’ interests, but also the Company’s specific public benefit and the interests of other stakeholders affected by our actions. Therefore, we may take actions that we believe will be in the best interests of those stakeholders materially affected by our specific benefit purpose, even if those actions do not maximize our financial results. While our public benefit designation aims to provide an overall net benefit to us, our learners, customers, and content creators, it may lead to decisions and actions that do not prioritize income generation, and hence may affect distribution to our stockholders. Our pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe we expect or at all and may have a negative effect on any amounts available for distribution to our stockholders. Accordingly, being a PBC and complying with our related obligations could harm our business, results of operations, and financial condition, which in turn could cause our stock price to decline.

Current wording

Unlike directors of traditional Delaware corporations, who have a duty to focus exclusively on maximizing stockholder value, our directors have a duty to balance not only stockholders’ pecuniary interests, but also the Company’s specific public benefit and the best interests of those materially affected by our conduct. Therefore, we may take actions that we believe will advance our specific public benefit purpose or be in the best interests of those materially affected by our conduct, even if those actions do not maximize our financial results. While our public benefit designation aims to provide an overall net benefit to us, our learners, customers, and content creators, it may lead to decisions and actions that do not prioritize income generation, and hence may affect our stockholders' financial interests. Our pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe we expect or at all and may have a negative effect on any amounts available for distribution to our stockholders. Accordingly, being a PBC and complying with our related obligations could harm our business, results of operations, and financial condition, which in turn could cause our stock price to decline.

Previous wording

Additionally, as a PBC, we may be less attractive as a takeover target than traditional companies and, therefore, your ability to realize your investment through an acquisition may be limited. PBCs may also not be attractive targets for activists or hedge fund investors because new directors would still have to consider and give appropriate weight to the public benefit along with stockholder value, and stockholders can enforce this through derivative suits. Further, by requiring the boards of directors of PBCs to consider additional constituencies other than maximizing stockholder value, Delaware PBC law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to investors.

Current wording

Additionally, as a PBC, we may be less attractive as a hostile takeover target than traditional companies and, therefore, your ability to realize your investment through an acquisition may be limited. PBCs may also not be attractive targets for activists or hedge fund investors because new directors would still have a duty to balance stockholders' pecuniary interests with the best interests of those materially affected by the corporation's conduct and the corporation's specific public benefit, and stockholders who meet certain minimum ownership requirements and satisfy other applicable rules may bring legal action to enforce this balancing obligation. Further, by requiring the boards of directors of PBCs to balance other considerations alongside the maximization of stockholder value, Delaware PBC law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to stockholders.

Previous wording

Our directors have a fiduciary duty to consider not only our stockholders’ interests, but also our specific public benefit and the interests of other stakeholders affected by our actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders.

Current wording

Our directors have a duty to consider not only our stockholders’ pecuniary interests, but also our specific public benefit and the best interests of those materially affected by our conduct. If a conflict among such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders' pecuniary interests.

Previous wording

As a PBC, our directors have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by the company’s actions. Under Delaware law, directors are shielded from liability for breach of these obligations if they make informed and disinterested decisions that serve a rational purpose. Thus, unlike traditional Delaware corporations that must focus exclusively on stockholder value, our directors are not merely permitted, but obligated, to consider our specific public benefit and the interests of other stakeholders. In the event of a conflict between the interests of our stockholders and the interests of our specific public benefit or our other stakeholders, our directors must only make informed and disinterested decisions that serve a rational purpose; thus, there is no guarantee such a conflict would be resolved in favor of our stockholders, which could harm our business, results of operations, and financial condition, which in turn could cause our stock price to decline.

Current wording

As a PBC, our directors have a duty to consider not only the stockholders’ pecuniary interests, but also the company’s specific public benefit and the best interests of those materially affected by the company’s conduct. Under Delaware law, directors are deemed to satisfy these obligations if they make informed and disinterested decisions that are not such that no person of ordinary, sound judgment would approve. Thus, unlike traditional Delaware corporations that must focus exclusively on stockholder value, our directors are not merely permitted, but obligated, to consider our specific public benefit and the best interests of those materially affected by our conduct. In the event of a conflict among the pecuniary interests of our stockholders, our specific public benefit or the best interests of those materially affected by our conduct, our directors must only make informed and disinterested decisions that are not such that no person of ordinary, sound judgment would approve; thus, there is no guarantee such a conflict would be resolved in favor of our stockholders' pecuniary interests, which could harm our business, results of operations, and financial condition, which in turn could cause our stock price to decline.

Previous wording

Our focus on the long-term best interests of our Company as a PBC and our consideration of all of our stakeholders, including our stockholders, learners, customers, content creators, employees, the communities in which we operate, and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interests and business performance, which may negatively impact our stock price.

Current wording

Our focus on the long-term best interests of our company as a PBC and our directors' duty to balance the pecuniary interests of our stockholders, our specific public benefit, and the best interests of those materially affected by our conduct, including our learners, customers, content creators, employees, the communities in which we operate, and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interests and business performance, which may negatively impact our stock price.

Previous wording

We believe that focusing on the long-term best interests of our Company as a PBC and our consideration of all of our stakeholders, including our stockholders, learners, customers, content creators, employees, the communities in which we operate, and other stakeholders we may identify from time to time, is essential to the long-term success of our Company and to long-term stockholder value. Therefore, we have made, and may in the future, make decisions that we believe are in the long-term best interests of our Company and our stockholders, even if such decisions may negatively impact the short- or medium-term performance of our business, results of operations, and financial condition or the short- or medium-term performance of our common stock. Our commitment to pursuing long-term value for the Company and its stockholders, potentially at the expense of short- or medium-term performance, may have a material adverse effect on our stock price, including making ownership of our common stock less appealing to investors who are focused on returns over a shorter time horizon. Our decisions and actions aimed at achieving long-term success and enhancing long-term stockholder value—such as improving platform trust and safety, altering community support delivery, strengthening relationships with learners, customers, content creators, and employees, introducing new offerings and services, investing in social impact initiatives, and adapting to regulatory changes—may not yield the anticipated long-term benefits. If these initiatives do not deliver the expected outcomes, our business, results of operations, financial condition, and our stock price could be materially adversely affected.

Current wording

We believe that focusing on the long-term best interests of our company as a PBC and our consideration of all of our stakeholders, including our learners, customers, content creators, employees, the communities in which we operate, and other stakeholders we may identify from time to time, is essential to the long-term success of our company and to long-term stockholder value. Therefore, we have made, and may in the future make, decisions that we believe balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and our specific public benefit, even if such decisions may negatively impact the short- or medium-term performance of our business, results of operations, and financial condition or the short- or medium-term performance of our common stock. Our commitment to balancing the interests described above, potentially at the expense of short- or medium-term performance, may have a material adverse effect on our stock price, including making ownership of our common stock less appealing to investors who are focused on returns over a shorter time horizon. Our decisions and actions aimed at balancing the interests described above—such as improving platform trust and safety, altering community support delivery, strengthening relationships with learners, customers, content creators, and employees, introducing new offerings and services, investing in social impact initiatives, and adapting to regulatory changes—may not yield the anticipated long-term benefits. If these initiatives do not deliver the expected outcomes, our business, results of operations, financial condition, and our stock price could be materially adversely affected.

Previous wording

As a PBC, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Current wording

As a PBC, we may be subject to increased litigation concerning our directors' duty to balance stockholders' pecuniary interests, the best interests of those materially affected by our conduct, and our specific public benefit, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Previous wording

Stockholders of a PBC (if they, individually or collectively, own the lesser of (i) two percent of the company’s outstanding shares, or (ii) shares with a market value of $2 million or more on the date the lawsuit is instituted) are entitled to file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests. Such derivative suits would be subject to the exclusive forum provision in our amended and restated certificate of incorporation, requiring them to be heard in the Delaware Chancery Court (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware). This potential liability does not exist for traditional corporations. Therefore, we may be subject to the possibility of increased derivative litigation, which would require management’s attention, and, as a result, may adversely impact our management’s ability to effectively execute our strategy. Additionally, any such derivative litigation may be costly, which may harm our financial condition and results of operations.

Current wording

Stockholders of a PBC listed on a national securities exchange (if they, individually or collectively, own the lesser of (i) at least two percent of the company’s outstanding shares, or (ii) shares with a market value of $2 million or more on the date the action is instituted) and who satisfy other applicable rules are entitled to file an action to enforce the balancing requirement imposed on our board of directors by the DGCL. Such actions would be subject to the exclusive forum provision in our certificate of incorporation and bylaws, requiring them to be heard in the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware). This potential liability does not exist for traditional corporations. Therefore, we may be subject to the possibility of increased stockholder litigation, which would require management’s attention, and, as a result, may adversely impact our management’s ability to effectively execute our strategy. Additionally, any such litigation may be costly, which may harm our financial condition and results of operations.

Previous wording

We believe that our company culture has been critical to our success. In addition, we believe that our status as a PBC and our commitment to providing global access to flexible and affordable world-class learning that supports personal development, career advancement, and economic opportunity distinguish us from our competitors and promote a relationship founded on trust among our learners, customers, content creators, and employees. However, we face a number of challenges that may affect our ability to sustain our company culture, including:

Current wording

We believe that our company culture has been critical to our success. In addition, we believe that our status as a PBC and our commitment to providing global access to flexible and affordable high-quality education that supports personal development, career advancement, and economic opportunity distinguish us from our competitors and promote a relationship founded on trust among our learners, customers, content creators, and employees. However, we face a number of challenges that may affect our ability to sustain our company culture, including:

Previous wording

On May 15, 2026, our Board approved the Share Repurchase Program authorizing Coursera to purchase up to$500 million of our common stock without an expiration date. Under the Repurchase Program, Coursera may repurchase shares of common stock from time to time through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The Repurchase Program has no expiration dates and continues unless otherwise suspended or discontinued. The Repurchase Program may be suspended or discontinued at any time and does not obligate us to acquire any amount of common stock. To date, we have utilized our existing cash and cash equivalents to fund repurchases under the Repurchase Program.

Current wording

On May 15, 2026, our Board approved the Repurchase Program authorizing Coursera to purchase up to$500 million of our common stock without an expiration date. Under the Repurchase Program, Coursera may repurchase shares of common stock from time to time through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The Repurchase Program has no expiration date and continues unless otherwise suspended or discontinued. The Repurchase Program may be suspended or discontinued at any time and does not obligate us to acquire any amount of common stock. To date, we have utilized our existing cash and cash equivalents to fund repurchases under the Repurchase Program.