10-K/A: Coursera Files 10-K/A to Update Governance and Compensation

Coursera, Inc. filed an amendment to its 2025 Annual Report to provide updated corporate governance, executive compensation, and director information.

Summary

• This filing is an amendment (Form 10-K/A) to the previously filed 2025 Annual Report.
• The primary purpose is to provide required information regarding directors, executive officers, and executive compensation that was not included in the original filing.
• The company reported 2025 revenue of $757.5 million, up 9% year-over-year.
• Adjusted EBITDA for 2025 was $63.5 million, representing an 8.4% margin.
• Net loss for 2025 was $51.0 million, an improvement from the $79.5 million loss in 2024.
• Free Cash Flow increased 32% year-over-year to $78.5 million.
• The company entered into a merger agreement with Udemy, Inc. on December 17, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive filing; while the company is navigating a significant leadership transition and a major merger, the financial performance shows improvement and the governance updates address previous shareholder concerns.

Positives

• Revenue grew 9% year-over-year to $757.5 million.
• Adjusted EBITDA improved to $63.5 million (8.4% margin) from $41.5 million (6.0% margin) in 2024.
• Free Cash Flow increased by 32% to $78.5 million.
• Net loss narrowed to $51.0 million from $79.5 million in the prior year.
• The company successfully appointed a new CEO, Gregory M. Hart, effective February 3, 2025.

Negatives

• The company reported a net loss of $51.0 million for fiscal year 2025.
• Enterprise Annual Contract Value (ACV) results were slightly below target for 2025.
• The company's say-on-pay vote in 2025 received support from only 60.5% of votes cast, prompting significant stockholder outreach.
• Gross equity burn rate was 10.5% in 2025, largely driven by leadership transition and retention awards.

Risks

• The education market requires continuous innovation and agility to remain competitive.
• The merger with Udemy, Inc. involves integration risks and uncertainties regarding the realization of expected synergies.
• Multi-year forecasting and goal-setting in the global education market are highly uncertain.
• The company faces risks related to executive turnover and the need to maintain leadership continuity.

Future Outlook

The company expects to focus on its refined operating model with two core segments (Consumer and Enterprise) and aims to realize synergies from the pending merger with Udemy, Inc. The company expects a gross equity burn rate of approximately 5% for 2026.

Management Comments

• The Board believes Gregory M. Hart is well positioned to lead Coursera in its next stage of innovation and growth.
• The HRC Committee redesigned the 2025 cash bonus plan to increase emphasis on top-line growth and maintain profitability discipline.
• The merger with Udemy is expected to unlock significant synergies and accelerate value creation for stockholders.

Industry Context

StockSavvy.ai notes that Coursera's strategic pivot toward a simplified two-segment reporting structure and the consolidation move via the Udemy merger reflect broader industry trends of seeking scale and operational efficiency in the competitive EdTech sector.

Comparison to Industry Standards

• Coursera's 8.4% Adjusted EBITDA margin shows improvement, though it remains in a growth-focused phase compared to mature software-as-a-service (SaaS) peers.
• The company's peer group for compensation benchmarking includes 21 educational services and software companies, such as Udemy, Chegg, and Upwork.
• The 283:1 CEO pay ratio is heavily influenced by one-time new hire equity awards, which is common in high-profile executive transitions.

Management Changes

Corporate Governance

Legal Proceedings

• None disclosed in this filing.

Related Party Transactions

• Online Course Hosting and Services Agreement with DeepLearning.AI (wholly owned by Board Chair Andrew Y. Ng), involving payments of approximately $8.7 million in 2025.
• Consulting Agreement with Andrew Y. Ng for advisory services.

Stakeholder Impact

• Shareholders: Impacted by the pending merger with Udemy and changes to executive compensation structure.
• Employees: Subject to ongoing organizational focus and leadership changes.
• Customers: Benefit from the refined focus on Consumer and Enterprise segments.

Next Steps

• Completion of the merger with Udemy, Inc.
• Continued implementation of the refined operating model.
• Annual stockholder meeting.

Key Dates

Recommendation

The company is in a period of significant transition with a new CEO and a pending merger. Investors should hold until the integration of Udemy is clearer and the new leadership team demonstrates sustained execution of the refined strategy.

Keywords

Coursera, EdTech, Online Education, Corporate Governance, Executive Compensation, Udemy Merger, Financial Results