8-K: Coursera-Udemy Merger Clears HSR Antitrust Hurdle

Coursera and Udemy announced early termination of the HSR Act waiting period, a key step towards their all-stock merger.

Summary

• Coursera, Inc. and Udemy, Inc. received early termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) waiting period for their proposed all-stock merger.
• The HSR Act waiting period terminated effective February 9, 2026, at 4:29 p.m. Eastern Time.
• The merger was initially disclosed on December 17, 2025, when Coursera entered into an Agreement and Plan of Merger with Udemy and Chess Merger Sub, Inc.
• Premerger Notification and Report Forms were submitted under the HSR Act on January 9, 2026.
• Completion of the merger remains subject to other customary closing conditions, including additional regulatory approvals and requisite approvals from Coursera and Udemy stockholders.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive step for the merger, as a significant regulatory hurdle has been cleared ahead of schedule, reducing uncertainty and moving the transaction closer to completion.

Positives

• Early termination of the HSR Act waiting period removes a significant regulatory hurdle for the Coursera-Udemy merger.
• This development indicates progress towards the successful completion of the all-stock transaction.

Risks

• General economic, market, or business conditions, including competition.
• Risks related to online learning solutions.
• Risks related to Coursera's and Udemy's AI innovations and AI generally.
• Effect of the merger announcement on the ability to retain and hire key personnel and maintain relationships with customers, vendors, and others.
• Disruption of current plans and operations and difficulties in attracting and retaining qualified personnel due to the merger.
• Outcome of any legal proceedings related to the business combination.
• Ability of the parties to consummate the business combination on a timely basis or at all.
• Satisfaction of conditions precedent, including securing regulatory approvals on expected terms, at all, or in a timely manner.
• Ability to successfully integrate Coursera's and Udemy's operations and business on a timely basis or in accordance with standards for a public benefit corporation and B Corp.
• Ability to implement plans, forecasts, and expectations for the combined company and realize expected synergies and benefits within the expected timeframe or at all.
• Amount of costs, fees, expenses, and charges related to the business combination.
• Fluctuations in the prices of Coursera or Udemy stock.
• Potential business disruptions following the business combination.

Future Outlook

The merger between Coursera and Udemy is progressing following the early termination of the HSR Act waiting period. However, the completion of the transaction remains contingent on the satisfaction of other customary closing conditions, including securing additional required regulatory approvals and obtaining the requisite approvals from both Coursera and Udemy stockholders.

Industry Context

StockSavvy.ai notes that the combination of Coursera and Udemy represents a significant consolidation within the rapidly evolving online learning and EdTech sector. This merger could create a dominant player with an expanded course catalog, broader learner base, and enhanced capabilities, particularly in leveraging AI innovations, potentially intensifying competition for other platforms like edX, LinkedIn Learning, and Pluralsight.

Legal Proceedings

• The outcome of any legal proceedings related to the business combination is identified as a risk factor.

Stakeholder Impact

• Shareholders: Potential for value creation from the combined entity, but also risks related to integration and stock price fluctuations.
• Employees: Potential for disruption to current plans and operations, and difficulties in attracting and retaining qualified personnel due to the merger.
• Customers: Potential for an expanded range of online learning solutions and improved offerings.
• Vendors: Potential for changes in relationships and business dealings with the combined entity.

Next Steps

• Secure other required regulatory approvals.
• Obtain requisite approvals from Coursera stockholders.
• Obtain requisite approvals from Udemy stockholders.
• File a registration statement on Form S-4, which will include a joint proxy statement/prospectus, with the SEC.

Key Dates

Recommendation

The early termination of the HSR Act waiting period is a positive step, reducing regulatory uncertainty for the Coursera-Udemy merger. However, the transaction is not yet complete, with other regulatory and stockholder approvals still pending. Investors should hold to monitor the remaining conditions and the integration process, as significant risks related to execution and market conditions persist.

Keywords

Coursera, Udemy, Merger, Acquisition, HSR Act, Antitrust, Regulatory Approval, Online Learning, EdTech, Stock Transaction