cour-20260511


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant			☒			Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

COURSERA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Notice of 2026 Annual Meeting of Stockholders

When

Location

Who can vote

Wednesday, June 10, 2026 at 10:00 a.m. PT

Live webcast at www.virtualshareholdermeeting.com/COUR2026

Holders of Coursera’s common stock at the close of business on April 23, 2026 (“Record Date”)

Annual Meeting Proposals

Board recommendation

For further details

Election of Christopher D. McCarthy, Andrew Y. Ng, and Lydia Paterson to serve as Class II directors until our 2029 annual meeting of stockholders or until their successors are duly elected and qualified

FOR each director nominee

Page 4

Advisory approval of the compensation of our named executive officers as disclosed in this Proxy Statement

FOR

Page 64

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026

FOR

Page 69

We may also transact such other business as may properly come before the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments thereof. Stockholders of record as of the Record Date, are entitled to notice of and to vote at the Annual Meeting and any adjournments of the Annual Meeting. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. Stockholders are encouraged to review the entire Proxy Statement as well as our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) which are available free of charge at www.proxyvote.com.

By Order of the Board of Directors,

Alan B. Cardenas

Senior Vice President, General Counsel and Secretary

Mountain View, California

May 11, 2026

DELIVERY OF PROXY MATERIALS. We are using the “Full Set Delivery” method of providing proxy materials to stockholders. Accordingly, stockholders as of the Record Date will receive the Proxy Statement, Annual Report and proxy card by mail, or if they previously agreed, by email. The proxy materials are being sent to stockholders on or about May 11, 2026 and are electronically available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. Please vote your shares as soon as possible, whether or not you plan to attend the Annual Meeting. Voting instructions are contained on the proxy card or voting instruction form that you received with this Proxy Statement. We encourage you to read the accompanying Proxy Statement carefully and vote your shares via the internet, which is convenient, reduces the environmental impact, and saves significant postage and processing costs. You may vote in one of the following ways:

Internet

Stockholders of record may vote online at www.proxyvote.com

Telephone

Stockholders of record may call toll-free at 1-800-690-6903

Mail

Follow the instructions in your proxy materials

At the Virtual Meeting

Visit www.virtualshareholdermeeting.com/COUR2026 and use the 16-digit control number included in your proxy materials


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Message from our

Chief Executive Officer

To our shareholders,

2025 was a year of focused execution and strategic momentum, as we strengthened the foundation for Coursera’s next phase of innovation. As AI reshapes the global labor market, the demand to discover and master emerging skills continues to grow. Against this backdrop, we remain focused on creating new learning experiences and investing in the platform capabilities we believe will be essential to building the future of skills development at scale.

Our focus on faster innovation cycles and improvements in our operating model translated into solid financial performance. For the full year, revenue grew to $757 million, up 9% year over year, driven by renewed momentum in our Consumer segment and steady progress in our Enterprise segment. We generated $109 million in net cash provided by operating activities and a record $78 million in Free Cash Flow, reflecting a more disciplined and durable business model. We made early progress across our platform, particularly in Consumer, where improvements in subscriptions, content discovery, and localization helped drive growth and deepen our relationship with learners around the world.

More than 29 million new learners joined Coursera’s platform in 2025, and we recently surpassed 200 million cumulative registered learners in the first quarter of 2026. We also serve more than 1,700 Paid Enterprise Customers, spanning businesses, governments, and campuses, as they work to equip their employees, citizens, and students with the skills needed for the AI era. The scale of this global reach creates a powerful flywheel and growing data advantage, giving us proprietary, real-time insight into which skills are rising in importance and how we can better connect learning to real-world outcomes.

As AI becomes embedded in business processes and everyday tools, we believe teaching and learning must evolve alongside it. We are strengthening Coursera’s position as a leading skills platform for learners and institutions, continuing our evolution beyond content delivery toward a more integrated system for skills discovery, development, and verification. We increased our investment in product innovation while maintaining operating discipline, introducing more personalized and contextual experiences across the platform, including interactive, AI-powered features like Role Play, improvements in discovery, and enhanced localization and translation.

Building on that foundation, we are now advancing toward fully AI-native experiences that are more proactive, contextual, and embedded directly into the flow of work. We are pursuing multiple paths to achieve this vision, recognizing the need to move quickly with more rapid experimentation and iteration. This includes early integrations that bring Coursera’s trusted learning into new environments like ChatGPT, as well as the launch of our first learning agent for Microsoft 365 Copilot and the introduction of our Enterprise MCP Server. Our focus is on integrating skills development into the broad set of tools employees use every day, enabling individuals to apply new skills in real time while helping organizations better align learning objectives with business goals.

December marked another important milestone for Coursera with the announcement of our combination with Udemy. This step reflects a shared vision for a skills-first future and the scale of the talent transformation opportunity ahead. Based on what we’ve seen over the past year, the market is evolving quickly as learners and organizations seek more dynamic, skills-focused experiences grounded in high-quality learning they can trust. As a result, learners increasingly want clearer pathways to skills development that can unlock career opportunity, while institutions are looking for partners that can help them identify skill gaps, build new workforce capabilities, and deliver measurable talent outcomes. We believe the combination of Coursera and Udemy is uniquely positioned to meet these demands.


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Together, we are positioned to move faster and build a more differentiated platform than either company could alone. By bringing together complementary content models, a broader global ecosystem, and deeper data on how learners and organizations master skills, we have a clear opportunity to create more adaptive and intelligent learning experiences. This includes agentic solutions that support skills development in the flow of work and more directly connect learning to career advancement and business outcomes.

The combination also strengthens our financial profile and expands our capacity to invest in long-term growth opportunities at scale. With more than $1.5 billion in combined annual revenue reported in 2025, as well as our focus on delivering greater operating efficiency, margin expansion, and cash generation, we are building a stronger and more durable business. These advantages support our ability to invest in product innovation, execute with discipline, and create long-term value for our business, our shareholders, and our broader set of stakeholders.

On behalf of all of us at Coursera, I want to thank you for your continued trust and support. We remain focused on building a company that delivers long-term value for our shareholders while expanding access to opportunity for learners around the world. I am proud of what our team accomplished in 2025 and energized by what we can build next. The pace of technological change is accelerating, and we believe Coursera is in a stronger position to help individuals and organizations develop the skills they need to not only participate, but grow and thrive in the new economy.

We appreciate your support.

Greg Hart

President and Chief Executive Officer

Coursera, Inc.


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Company Snapshot			1
Proposal 1: Election of Directors			4
About our Board of Directors			5
Director Biographies			7<

SEC Form DEF 14A filed by Coursera Inc.