Form 4: Coursera Director Carmen Chang Reports Acquisition of Restricted Stock Units

Coursera, Inc. Director Carmen Chang reported the acquisition of 21,765 restricted stock units (RSUs) on May 21, 2025, as part of her compensation.

Summary

• Carmen Chang, a Director of Coursera, Inc. (COUR), acquired 21,765 shares of common stock on May 21, 2025.
• These shares represent Restricted Stock Units (RSUs) granted at a price of $0.
• The RSUs were granted the day after Coursera's 2025 Annual Meeting of Stockholders.
• The RSUs will fully vest and convert into common stock on the earlier of May 21, 2026, or the issuer's 2026 annual meeting, contingent on continuous service.
• Following this transaction, Carmen Chang directly beneficially owns 88,260 shares of common stock.
• She also indirectly beneficially owns 2,205,883 shares through New Enterprise Associates 17, L.P. (NEA 17), where she is a manager of the general partner, though she disclaims beneficial ownership for portions where she has no pecuniary interest.

Sentiment

Score: 7

Explanation: The filing is a routine insider transaction (RSU grant) which is generally positive as it aligns director interests with shareholders, but it doesn't contain significant new operational or financial news to warrant a very high score.

Positives

• Director Carmen Chang received a grant of 21,765 Restricted Stock Units (RSUs), aligning her interests with long-term shareholder value.
• The RSU grant is part of standard compensation for directors, indicating ongoing commitment to the company.

Risks

• Vesting of the 21,765 Restricted Stock Units is subject to continuous service with Coursera through the applicable vesting date, meaning the shares could be forfeited if service is terminated prematurely.

Future Outlook

The vesting schedule for the granted Restricted Stock Units (RSUs) extends to May 21, 2026, or the 2026 annual meeting, indicating a future alignment of the director's interests with the company's long-term performance and retention.

Industry Context

This Form 4 filing reflects a routine equity compensation grant to a director, a common practice across publicly traded companies to incentivize long-term commitment and align director interests with shareholder value. Such grants are standard in the technology and education technology sectors, where Coursera operates, to attract and retain top talent.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) at a $0 price is a standard form of equity compensation for directors in publicly traded companies, particularly in the technology sector.
• This practice is consistent with compensation structures observed at comparable education technology companies and other growth-oriented firms, aiming to tie executive and director compensation to future stock performance.
• Specific comparable companies or projects are not detailed in this filing, as it focuses solely on an individual's transaction.

Related Party Transactions

• The indirect beneficial ownership of 2,205,883 shares is through New Enterprise Associates 17, L.P. (NEA 17), where the reporting person, Carmen Chang, is a manager of NEA 17 GP, LLC, the general partner. This represents a related party holding, though the reporting person disclaims beneficial ownership for portions where she has no pecuniary interest.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders by incentivizing long-term stock performance.

Next Steps

• Continued service by Carmen Chang with Coursera until the RSU vesting dates (earlier of May 21, 2026, or the 2026 annual meeting).
• Conversion of RSUs into common stock upon vesting.

Key Dates

Recommendation

Keywords

Coursera, COUR, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Beneficial Ownership, Director Compensation, Equity Grant