COUR.NYSECoursera, INC

10-K: Coursera Reports Strong 2025 Growth, Advances Udemy Merger

Sentiment:

Annual Report


Coursera reported a 9% revenue increase to $757.5 million in 2025, narrowing its net loss, and announced progress on its merger with Udemy, anticipated to close by late 2026.

Better than expectedNet loss significantly narrowed from $(79.5) million in 2024 to $(51.0) million in 2025.Non-GAAP net income increased to $66.8 million in 2025 from $55.6 million in 2024.Adjusted EBITDA increased to $63.5 million in 2025 from $41.5 million in 2024.Free Cash Flow grew to $78.5 million in 2025 from $59.3 million in 2024.Gross margin improved to 54.6% from 53.5% due to lower content cost rates.Research and development expenses decreased by 8%, indicating improved efficiency.

Summary

  • Total revenue for 2025 increased by 9% to $757.5 million, up from $694.7 million in 2024.
  • Net loss significantly narrowed to $(51.0) million in 2025, compared to $(79.5) million in 2024.
  • Non-GAAP net income rose to $66.8 million in 2025 from $55.6 million in 2024.
  • Adjusted EBITDA increased to $63.5 million in 2025, up from $41.5 million in 2024.
  • Free Cash Flow grew to $78.5 million in 2025, compared to $59.3 million in 2024.
  • The company entered into a Merger Agreement with Udemy, Inc. on December 17, 2025, with the merger anticipated to close by the second half of calendar year 2026.
  • Total Registered Learners reached 197.3 million as of December 31, 2025, a 17% year-over-year increase.
  • Paid Enterprise Customers increased by 7% year-over-year to 1,730 as of December 31, 2025.
  • Net Retention Rate for Paid Enterprise Customers improved to 93% in 2025 from 87% in 2024.
  • Leadership changes included Gregory Hart appointed CEO on February 3, 2025, and Michael Foley appointed interim CFO on November 13, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive report, highlighting strong growth in key metrics and significant progress towards profitability, bolstered by strategic M&A. However, the continued net loss and ongoing integration risks from the Udemy merger temper the overall sentiment.

Positives

  • Strong revenue growth of 9% year-over-year, reaching $757.5 million.
  • Significant reduction in net loss from $(79.5) million in 2024 to $(51.0) million in 2025.
  • Improved profitability metrics with Non-GAAP net income increasing to $66.8 million and Adjusted EBITDA growing to $63.5 million.
  • Robust Free Cash Flow generation of $78.5 million, indicating strong operational liquidity.
  • Substantial growth in total Registered Learners, reaching 197.3 million, a 17% year-over-year increase.
  • Increased Paid Enterprise Customers by 7% to 1,730, demonstrating continued institutional adoption.
  • Improved Net Retention Rate for Paid Enterprise Customers to 93%, reflecting better customer retention and expansion.
  • Gross margin improved to 54.6% from 53.5%, driven by lower content cost rates due to higher learner engagement in lower revenue share production arrangements.
  • Successful termination of the HSR Act waiting period for the Udemy merger, a key regulatory approval.
  • Reduced research and development expenses by 8% due to lower personnel costs and shifting resources to lower-cost regions.
  • Settled a substantial portion of privacy arbitration claims for $4.7 million in Q4 2024, fully recovered by insurance, and the majority of remaining claims for $4.5 million in May 2025.

Negatives

  • Despite narrowing, the company still incurred a net loss of $(51.0) million in 2025.
  • Interest income, net, decreased by $4.7 million to $32.0 million in 2025 due to lower interest rates and average rate of return on investments.
  • General and administrative expenses increased by 5% to $114.4 million, partly due to $8.5 million in M&A transaction costs related to the Udemy merger and $3.7 million in personnel-related expenses for leadership transitions.
  • Consumer segment revenue growth was partially offset by a decline in direct purchases of Specializations, despite overall subscription growth.
  • The company experienced opposition to its content fee terms and anticipates similar challenges in the future.
  • The company's stock price has been volatile and experienced declines in the past, with a reported value of $16.36 as of December 31, 2025, down from $18.89 in 2024 and $43.04 in 2023.

Risks

  • Historical growth may not be indicative of future growth, and revenue could decline due to macroeconomic conditions.
  • Quarterly and annual revenue and operating results have historically fluctuated and may continue to do so, causing stock price volatility.
  • The evolving nature of offerings and limited operating history make future financial and operating results difficult to predict.
  • Market adoption of online learning solutions and generative AI is relatively new and may not grow as expected, or may not lead to increased demand for offerings.
  • The expected timing and realization of benefits from the proposed merger with Udemy are uncertain, and failure to complete the merger could negatively impact the stock price and future business.
  • The Merger Agreement contains contractual restrictions that limit the pursuit of alternatives and could require a termination fee of $40.5 million or an expense reimbursement of $8 million.
  • Business relationships may be disrupted due to uncertainty associated with the merger, potentially affecting customer relationships, marketing, and competition.
  • Changes in contractual terms with content creators, including pricing or contract length, could materially and adversely affect the business.
  • Failure to establish, maintain, and expand content creator relationships could harm business growth and revenue.
  • Ability to attract and retain learners, including converting freemium learners to paid learners, is critical and subject to various external factors.
  • Failure to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements could make the platform less competitive.
  • Inability to manage business growth in terms of scale and complexity could adversely affect financial results and profit margins.
  • Changes in subscription or contract terms, including pricing models, could impact operating results.
  • International operations expose the company to regulatory, economic, contractual, reputational, and political risks, including currency fluctuations and geopolitical tensions.
  • New offerings and services may not be successful or generate sufficient revenue to offset costs.
  • The company has incurred significant net losses since inception and may not achieve or maintain profitability in the future.
  • Restructuring and expense reduction initiatives may not achieve targeted benefits or could negatively impact employee morale and talent retention.
  • Competition from established and emerging companies could divert content creators, result in pricing pressure, and impact market share.
  • Negative perceptions of for-profit postsecondary institutions or online program managers could tarnish the reputation of online education generally.
  • Acquisitions or strategic transactions, including the Udemy merger, involve significant risks and integration challenges.
  • Dependence on senior management and key employees, and the inability to hire, retain, and motivate personnel, could hinder effective growth.
  • Need for additional capital in the future may not be available on favorable terms.
  • Balancing longer-term growth and short-term results may negatively impact near-term financial performance.
  • Natural disasters, public health crises, political crises, or geopolitical crises (e.g., Ukraine, Middle East conflicts) could adversely affect business and operations.
  • Metrics and market estimates used to evaluate performance are subject to inherent measurement challenges and potential inaccuracies.
  • Increasing scrutiny and evolving expectations regarding ESG practices may impose additional costs or harm reputation.
  • Remote workforce strategy could create productivity, connectivity, and oversight challenges, and privacy/security vulnerabilities.
  • Failure to comply with international, federal, and state education laws and regulations, including state authorizations and the DOE Dear Colleague Letter (DCL), could harm business and reputation.
  • Potential liability or reputational harm from content posted by customers, content creators, or learners on the platform, including IP infringement or inappropriate content.
  • Subject to government export and import controls and anti-corruption laws, with potential for penalties for non-compliance.
  • Involvement in claims, lawsuits, government investigations, and other proceedings could adversely affect business and financial condition.
  • Disclosure of personal, confidential, or sensitive information due to cyberattacks or other security breaches could lead to liability and reputational damage.
  • Disruption to or failures of the platform or third-party service providers could lead to dissatisfaction and harm reputation.
  • Failure to maintain compatibility with third-party applications could lead to revenue decline.
  • Dependence on third-party payment processors and compliance with evolving payment laws and regulations.
  • Dependence on continued access to the internet and mobile networks, and risks related to net neutrality changes.
  • Use and processing of personal information and other data is subject to evolving privacy and data protection laws (CCPA, CPRA, GDPR, AI Act), with potential for significant fines and litigation.
  • Use of social media, emails, push notifications, and text messages must comply with applicable laws, or could lead to IP loss, unintended disclosure, or penalties.
  • Failure to obtain, maintain, protect, or enforce IP and proprietary rights could harm the business, including new challenges from AI technologies.
  • Subject to taxation in multiple jurisdictions, with potential for challenges by tax authorities and changes in tax laws.
  • Ability to use net operating loss (NOL) carryforwards and other tax attributes may be limited.
  • Reported results of operations may be adversely affected by changes in generally accepted accounting principles.
  • If internal control over financial reporting or disclosure controls are not effective, financial reporting accuracy and timeliness could suffer.
  • Operating as a public company incurs substantial costs and management attention.
  • As a Public Benefit Corporation (PBC), the focus on public benefit may negatively impact financial performance or make the company less attractive as a takeover target.
  • Increased derivative litigation risk for PBCs concerning balancing stockholder and public benefit interests.
  • Failure to maintain company culture and public benefit commitment could harm the business.
  • Decline in Certified B Corporation (B Corp) score or loss of status could harm reputation.

Future Outlook

Coursera anticipates the merger with Udemy, Inc. to close by the second half of calendar year 2026, subject to customary approvals. The company expects continued investment in product innovation, content development, and global expansion, particularly leveraging AI-powered features like Coach, Role Play, and Course Builder, to drive long-term, sustainable growth. Management believes existing cash and expected cash flows will be sufficient for at least the next 12 months, but acknowledges potential needs for additional capital for strategic opportunities.

Management Comments

  • Our mission is to provide universal access to world-class learning so that anyone, anywhere can transform their life through learning.
  • We believe that advancements in artificial intelligence (AI) and other emerging technologies are reshaping how we live, learn, and work, and we expect these changes will further increase the global skills gap.
  • We envision a future of higher education that emphasizes relevance, accessibility, and affordability, meeting the demands of a rapidly changing economy.
  • We believe that online learning will become the primary means of meeting the global demand for emerging skills and that the adoption of online education, combined with the increased flexibility enabled by remote and hybrid workforces, holds the promise to increase global access.
  • We expect the long, episodic nature of higher education will break down into shorter, more relevant units of consumption designed to increase affordability and provide more immediate access to workforce participation.
  • We continue to believe that we have a large, underpenetrated addressable opportunity ahead of us to enable the digital transformation of higher education and provide lifelong learning at scale.
  • We believe our long-term value as a company will be greater if we effectively balance our longer-term growth and short-term results.

Industry Context

StockSavvy.ai notes that Coursera's strong growth in registered learners and enterprise customers, coupled with its strategic focus on AI-powered learning tools, positions it well within the rapidly expanding global online learning ecosystem. The anticipated merger with Udemy could create a formidable player in the fragmented EdTech market, potentially enhancing market share and content breadth. The industry is experiencing significant disruption from AI, creating both opportunities for upskilling/reskilling and competitive pressures from new entrants and established players leveraging AI capabilities. Coursera's emphasis on job-relevant skills and credit recognition aligns with the broader trend of higher education adapting to workforce demands.

Comparison to Industry Standards

  • Coursera's 17% year-over-year growth in total registered learners to 197.3 million demonstrates strong user acquisition, comparable to or exceeding growth rates seen by other major online learning platforms like LinkedIn Learning or Udacity in their respective growth phases.
  • The improvement in Net Retention Rate for Paid Enterprise Customers to 93% from 87% suggests a strengthening competitive position in the corporate and institutional learning market, potentially outperforming some traditional corporate training providers facing higher churn.
  • The company's gross margin improvement to 54.6% indicates effective cost management and content monetization strategies, which is a positive sign in an industry where content acquisition and delivery costs can be substantial.
  • The strategic merger with Udemy, Inc. aims to create a larger entity to compete more effectively against diversified tech giants like Google (YouTube services) and Microsoft (LinkedIn Learning) that are increasingly investing in online education and skills development.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
President, Chief Executive Officer, and DirectorJeffrey N. MaggioncaldaGregory HartFebruary 3, 2025Appointment of new CEO, former CEO transitioned to advisory role.
Senior Vice President, Chief Financial Officer, and TreasurerKenneth HahnGregory Hart (interim)October 30, 2025Resignation of Kenneth Hahn, CEO assumed interim CFO duties.
Senior Vice President, Chief Financial Officer, and TreasurerGregory Hart (interim)Michael Foley (interim)November 13, 2025Appointment of interim CFO following CEO's interim role.
Principal Accounting OfficerNAMichael FoleyJanuary 3, 2026Designation of interim CFO to also serve as principal accounting officer.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board AppointmentGregory Hart appointed as a Class III director on the Board of Directors.February 3, 2025Strengthens leadership with new CEO joining the board.
Audit Committee OversightThe audit committee has been designated with the responsibility of overseeing technology and information security, including cybersecurity, policies and practices, and internal controls.OngoingEnhances oversight of critical cybersecurity risks and internal controls.

Legal Proceedings

  • Settled a substantial portion of privacy arbitration claims (alleging VPPA violations) for $4.7 million in Q4 2024, fully recovered by insurance proceeds.
  • Settled the majority of remaining privacy arbitration claims in May 2025 for $4.5 million, which was paid in July 2025.
  • Remaining arbitration claims are not considered material.

Related Party Transactions

  • Ongoing content sourcing agreement with DeepLearning.AI Corp (owned by Dr. Andrew Ng, Chairman and co-founder).
  • Content fees paid to DeepLearning.AI Corp were $8.7 million in 2025, $8.6 million in 2024, and $7.4 million in 2023.
  • Related content liabilities with DeepLearning.AI Corp were $4.1 million as of December 31, 2025 and 2024.

Stakeholder Impact

  • Shareholders: Potential for dilution from future equity issuances, stock price volatility, no anticipated dividends, and the impact of the Udemy merger (potential benefits or risks if not completed).
  • Learners: Enhanced learning experience through AI-powered features, expanded content catalog, and localized offerings; potential for devalued credentials due to AI misuse concerns (plagiarism/cheating).
  • Employees: Workforce reductions in 2024, potential for lower morale, but also internal learning programs and scholarships; uncertainty and potential attrition related to the Udemy merger.
  • Customers (Enterprise): Increased offerings and value proposition through AI tools and expanded content; potential for disruption or delays in new business relationships due to merger uncertainty.
  • Content Creators: New revenue share allocation based on learner engagement, platform fees introduced in 2026, potential for opposition to new terms; increased reach and tools for content production.
  • Regulatory Authorities: Ongoing scrutiny regarding higher education regulations, AI ethics, and data privacy, requiring continuous compliance efforts.

Next Steps

  • Close the merger with Udemy, Inc. by the second half of calendar year 2026.
  • Continue to invest in product innovation, including AI-powered features like Coach, Role Play, and Course Builder.
  • Accelerate content development efforts to source and produce in-demand content and credentials.
  • Grow and engage the learner base, enhancing the learning and authoring experience.
  • Expand the Enterprise business through new customer acquisition and deeper penetration of existing accounts.
  • Continue global expansion, including localized discovery, pricing, payment methods, and regional credit recommendations.
  • Manage the integration of Udemy's operations and employees post-merger.
  • Comply with new accounting standards (ASU 2024-03, ASU 2025-05, ASU 2025-06) in future periods.

Key Dates

DateDescription
2014Coursera, Inc. 2014 Executive Stock Incentive Plan adopted.
June 1, 2014Consultant and Proprietary Information Nondisclosure Agreement between Coursera, Inc. and Andrew Y. Ng.
May 17, 2020Proprietary Information and Inventions Agreement (PIIA) signed by Kenneth Hahn.
May 2020Kenneth Hahn began employment as Senior Vice President, Chief Financial Officer.
October 1, 2020Online Course Hosting and Services Agreement between DeepLearning.AI. Corp. and Coursera, Inc.
February 1, 2021Amended certificate of incorporation to become a Delaware Public Benefit Corporation (PBC).
February 20212021 Stock Incentive Plan and 2021 Employee Stock Purchase Plan adopted.
March 30, 20212021 Stock Incentive Plan and 2021 Employee Stock Purchase Plan became effective.
March 31, 2021Common stock began trading on the New York Stock Exchange (IPO date).
May 2022Entered into an agreement to sublease a portion of existing office space in Mountain View, California.
June 1, 2022Sublease agreement for office space commenced.
July 10, 2023European Commission issued an adequacy decision in respect of the EU-U.S. Data Privacy Framework.
August 2023Acquired an approximate 7% ownership interest in a privately held company.
October 12, 2023EU-U.S. Data Privacy Framework also applies to transfers from the UK to the U.S.
December 2023FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
January 2024Implemented a plan to restructure the Enterprise segment sales force.
October 2024Announced commitment to further reduce overall expenses and global workforce by approximately 9%.
October 31, 2024Sublease agreement for office space terminated.
November 2024FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40).
January 2, 2025U.S. Court of Appeals for the Sixth Circuit struck down an FCC rule attempting to reclassify broadband as a regulated telecommunications service.
January 16, 2025DOE issued new Dear Colleague Letter expanding application of third-party servicer requirements.
January 24, 2025Offer Letter between Coursera, Inc. and Gregory M. Hart.
January 29, 2025Retention Agreement between Coursera, Inc. and Kenneth R. Hahn.
January 29, 2025Separation Agreement between Coursera, Inc. and Jeffrey N. Maggioncalda.
February 3, 2025Gregory Hart appointed President, Chief Executive Officer, and Class III director.
May 2025Settled majority of remaining privacy arbitration claims for $4.5 million.
July 4, 2025The One Big Beautiful Bill Act (OBBBA) was enacted into law in the U.S.
July 2025Paid $4.5 million for privacy arbitration claims settled in May 2025.
September 2025Reissued all remaining treasury stock.
September 2025FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40).
October 29, 2025Kenneth Hahn resigned as Senior Vice President, Chief Financial Officer, and Treasurer.
October 30, 2025Gregory Hart appointed principal financial officer on an interim basis.
October 30, 2025Separation Agreement and one-year Advisory Agreement entered into with Kenneth Hahn.
November 13, 2025Michael Foley appointed interim Senior Vice President, Chief Financial Officer, and Treasurer.
December 17, 2025Entered into an Agreement and Plan of Merger with Udemy, Inc.
December 31, 2025Fiscal year ended.
January 3, 2026Michael Foley designated principal accounting officer.
January 14, 2026Entered into a $10.5 million purchase commitment for cloud infrastructure capacity for three years.
February 9, 2026Federal Trade Commission granted early termination of the waiting period under the HSR Act for the Udemy merger.
February 13, 2026Registrant had 168.2 million shares of common stock outstanding.
February 23, 2026Date of the audit report and filing of the 10-K.
Second half of calendar year 2026Anticipated closing of the merger with Udemy, Inc.
March 31, 2027ASU 2025-05 (Credit Losses for Accounts Receivable and Contract Assets) effective for interim reporting periods beginning with this fiscal quarter.
December 31, 2026ASU 2025-05 (Credit Losses for Accounts Receivable and Contract Assets) effective for annual reporting periods beginning with this fiscal year.
December 31, 2027ASU 2024-03 (Expense Disaggregation Disclosures) effective for annual reporting periods beginning with this fiscal year.
March 31, 2028ASU 2024-03 (Expense Disaggregation Disclosures) effective for interim reporting periods beginning with this fiscal quarter.
December 31, 2028Cloud infrastructure capacity purchase commitment ends.
December 31, 2028ASU 2025-06 (Internal-Use Software) effective for annual reporting periods beginning with this fiscal year.
March 31, 2029ASU 2025-06 (Internal-Use Software) effective for interim reporting periods beginning with this fiscal quarter.
June 2030Operating lease for office space in Mountain View, California terminates.
2030Facility lease payments conclude.
2031Certain state NOLs begin to expire.
2033Federal research and development tax credit carryforwards begin to expire.
2034-2045Issued patents expire.
2035Certain federal NOLs begin to expire.

Recommendation

hold

Coursera's 2025 results show strong operational improvements, including narrowed net losses, increased non-GAAP profitability, and robust Free Cash Flow, alongside significant growth in registered learners and enterprise customers. The planned merger with Udemy presents a strategic opportunity for market expansion and synergy. However, the company still operates at a GAAP net loss, and the integration of Udemy carries inherent risks and costs. Regulatory scrutiny in the EdTech and AI sectors, coupled with potential content creator opposition to new terms, introduces uncertainties. Given the positive operational momentum balanced by integration risks and the current market volatility, a 'hold' recommendation is appropriate for investors to monitor the successful execution of the merger and sustained profitability.

Keywords

Online Learning, Education Technology, EdTech, E-learning, Coursera, Udemy Merger, Artificial Intelligence in Education, Skills Gap, Workforce Development, Professional Certificates, University Degrees, Corporate Training, Public Benefit Corporation, Financial Results 2025, SEC Filing 10-K, Digital Transformation, Global Learning Ecosystem

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