Coursera Inc美股招股说明书(2026-03-10版)

JOINT LETTER TO STOCKHOLDERS OF COURSERA, INC.AND STOCKHOLDERS OF UDEMY, INC. Dear Stockholders: On December17, 2025, Coursera, Inc. (“Coursera”), Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera (“MergerSub”), and Udemy, Inc. (“Udemy”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “MergerAgreement”), which provides for the combination of Coursera and Udemy in an all-stock transaction. Upon the terms and subject to theconditions set forth in the Merger Agreement, Merger Sub will merge with and into Udemy (the “Merger”), with Udemy continuing as thesurviving corporation in the Merger and a wholly owned subsidiary of Coursera. Holders of Coursera Common Stock (as defined below) (“Coursera Stockholders”) as of the close of business on March6, 2026, therecord date, are invited to virtually attend a special meeting of Coursera Stockholders (the “Coursera Special Meeting”) on April9, 2026,at 8:00 a.m. Pacific Time, via live webcast atwww.virtualshareholdermeeting.com/COUR2026SM(the “Coursera Special MeetingWebsite”). At the Coursera Special Meeting, Coursera Stockholders will be asked to consider and vote upon: (1) a proposal to approve theissuance (the “Coursera Share Issuance”) of shares of common stock, par value $0.00001 per share, of Coursera (“Coursera CommonStock”) pursuant to the Merger (the “Coursera Share Issuance Proposal”), (2) a proposal to adopt an amendment to Coursera’s Amendedand Restated Certificate of Incorporation, to increase the number of authorized shares of Coursera Common Stock from 300,000,000shares to 600,000,000 shares (such amendment, the “Coursera Charter Amendment” and such proposal, the “Coursera Charter AmendmentProposal”) and (3) a proposal to approve one or more adjournments of the Coursera Special Meeting to a later date or time, if necessary orappropriate, including adjournments to permit the solicitation of additional votes or proxies if there are not sufficient votes cast at theCoursera Special Meeting to approve the Coursera Share Issuance Proposal or the Coursera Charter Amendment Proposal (the “CourseraAdjournment Proposal”). Holders of Udemy Common Stock (as defined below) (“Udemy Stockholders”) as of the close of business on March6, 2026, therecord date, are invited to virtually attend a special meeting of Udemy Stockholders (the “Udemy Special Meeting”) on April 9, 2026, at8:00 a.m. Pacific Time, via live webcast atwww.virtualshareholdermeeting.com/UDMY2026SM(the “Udemy Special Meeting Website”).At the Udemy Special Meeting, Udemy Stockholders will be asked to consider and vote upon: (1) a proposal to adopt the MergerAgreement (the “Udemy Merger Proposal”), (2) a proposal to approve, on a non-binding advisory basis, certain compensation that may bepaid or become payable to Udemy’s named executive officers that is based on or otherwise relates to the Merger (the “Udemy Non-binding Executive Compensation Advisory Proposal”) and (3) a proposal to approve one or more adjournments of the Udemy SpecialMeeting to a later date or time, if deemed necessary or appropriate, including adjournments to permit the solicitation of additional votes orproxies if there are not sufficient votes cast at the Udemy Special Meeting to approve the Udemy Merger Proposal (the “UdemyAdjournment Proposal”). If the Merger is completed, Udemy Stockholders will be entitled to receive, for each issued and outstanding share of common stock,par value $0.00001 per share, of Udemy (“Udemy Common Stock”) owned by such Udemy Stockholders immediately prior to theeffective time of the Merger (other than certain shares of Udemy Common Stock owned directly by Coursera, Udemy or Merger Sub),0.800 shares of Coursera Common Stock (the “Merger Consideration”), as further described in the joint proxy statement/prospectusaccompanying this notice. The market value of the Merger Consideration will fluctuate with the market price of Coursera Common Stock,and the difference between the market value of the Merger Consideration and the market value of Udemy Common Stock will fluctuatewith the market prices of Coursera Common Stock and Udemy Common Stock. Based on the closing price of Coursera Common Stock onDecember16, 2025, the last trading day before the public announcement of the signing of the Merger Agreement, the value of the pershare Merger Consideration payable to holders of Udemy Common Stock upon completion of the Merger was approximately $6.35,representing a 26% premium to the average closing price of Udemy Common Stock over the last 30trading days prior to such publicannouncement. Based on the closing price of Coursera Common Stock on March6, 2026, the last practicable date before the date of thejoint proxy statement/prospectus accompanying this notice, the value of the per share Merger Consideration payable to holders of UdemyCommon Stock upon completion of the Merger was approximately $4.93. Udemy Stockholders should obtain current stock pri