COUR 10-K & 10-Q changes, risk factors and insider trading

•our historical growth may not be indicative of our future growth and our growth may be adversely impacted by macroeconomic conditions;

•changes in contractual terms with our educatorcontent partners,creators, including with respect to pricing or contract length;

•our ability to maintain and expand our partnerships with our educatorcontent partnerscreators;

•changes in our subscription or contract terms, including our pricing models, for our offerings;

•our ability to successfully expand our international operations, including growing our worldwide educatorcontent partnercreator and learner base, and to manage the risks presented by such operations;

•the impact of potential changes in laws and regulations applicable to us, our educatorcontent partners,creators, learners, and customers, including changes to government spending policies or budget priorities that impact our businessbusiness, directly or indirectly, including through our content creators;

•our, and our educatorcontent partners’,creators’, ability to comply with international, federal, and state education laws and regulations, including applicable state authorizations for their programs;

•our, and our educatorcontent partners’creators’ ability to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs, or expand programs into or within certain jurisdictions;

•our educatoruniversity partners’ ability to maintain institutional or programmatic accreditation for their programs;

•any disclosure of personal, confidential, or otherwise sensitive information about our learners, customers, educatorcontent partners,creators, or their employees, whether due to cyberattack or otherwise;

Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years.years due to a variety of factors, including macroeconomic conditions.

Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years. Accordingly, you should not rely on our revenue for any previous annual or quarterly period as any indication of our revenue or revenue growth in future periods. As we grow our business, we expect ourOur revenue growth rates may decline compared to prior years due to a variety of factors.factors, These may include more challenging comparisons to prior periods as our revenue grows,including slowing demand for our platform or offerings, slowing growth of our sales, increasing competition, increasing regulation, a decrease in the growth of our overall market or market saturation, and our failure to capitalize on growth opportunities. In addition, our growth rates have experienced, and are likely to continue experiencing, volatility due to inflation, currency and interest rate fluctuations, and related shifts in societal, political, and economic circumstances.

•our ability to continue to offer compelling content and degrees or other credentialing programs created by our educatorcontent partnerscreators;

•changes in, or trends affecting, the mix of educatorcontent partners,creators, including academic institutions, offering open online courses only and those offering certification, degree, or other credentialing programs;

•changes in the rate, volume, quality, and demand for new content and credentialing programs created and offered by our educatorcontent partnerscreators on our platform;

•changes in the terms of our existing educatorcontent partnercreator agreements and the timing and terms of any new educatorcontent partnercreator agreements;

•revenue mix shifts between our segments and seasonality, including seasonal engagement patterns of learners and customers, which may vary from quarter to quarter or year to year, and seasonal operating practices or engagement patterns of educatorcontent partnerscreators resulting from academic calendars or fiscal years that may differ from our own;

•general political, economic, or market conditions and events affecting any of the above, including the impact of inflation, currency andfluctuations, interesttariffs, rategovernment fluctuations,shutdowns, labor strikes or other widespread work stoppages, the political environment, the impact of the election season, changes in government spending policies or priorities, geopolitical tensions or hostilities, such as ongoing trade disputes and geopolitical tensions between the U.S. and other countries, the conflicts in Ukraine and the Middle East, supply chain disruptions, natural disasters, public health crises, or other catastrophic events.

As a result of the evolving scope of our business and offerings and our limited operating history, our forecasts of future operating results may be less accurate. As we anticipate market opportunities, risks, or other changes, we may adjust our business model or offerings. However, we cannot guarantee that such changes will be accepted by our learners, educatorcontent partners,creators, or Enterprise customers, or that they will not result in lower revenues, particularly in the period immediately following the changes. In such cases, we may not realize the anticipated financial benefits of such changes in the amounts we anticipate, on the expected timeline, or at all. For example, in 2024, we shifted our priorities and investments to focus more efforts on our Consumer and Enterprise businesses. We also became more selective in our pursuit of Degrees partnerships and programs that aligned with our platform’s strengths. As a result, we anticipate a decline in Degrees revenue for 2025. If we do not successfully manage our evolving business model and offerings, our operating and financial results may differ materially from our expectations, and our business and stock price may suffer. Our forecasts are subject to a number of uncertainties, including those discussed in this “Risk Factors” section and elsewhere in this Form 10-K.

Our future success will depend, in part, on the growth of demand for online learning solutions. The market for online learning solutions is less mature than the market for in-person learning and training,training. which many businesses currently utilize. These businesses may be slow or unwilling to migrate from these legacy approaches. As such, itIt is difficult to predict learner, customer, or educatorcontent partnercreator demand to use or be on our platform, their adoption and renewal rates, the rate at which they expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive offerings into the market, or the success of existing competitive offerings. Additionally, while we believe that generative AI technology will lead to increased demand for online learning solutions given its potentially disruptive impact on society, governments, businesses, and academic institutions contending with the need for their workforces and learners to reskill and improve productivity and agility, these expected societal changes and the resulting increased demand for our online learning offerings may not materialize as expected or may take longer than anticipated. Also, there can be no assurance that generative AI technology will not displace or otherwise adversely impact the demand for online learning solutions, including our offerings.

If we change the contract terms with our educatorcontent partners,creators, including pricing or contract length, it could materially and adversely affect our business, financial condition, and results of operations.

We collaborate with our educatorcontent partnerscreators to deliver a broad portfolio of educational content and credentials on our platform. For our ConsumerEnterprise offerings and Enterprisea significant portion of our Consumer offerings, we incur content costs in the form of fees paid to educatorcontent partners.creators. In addition, the portion of our DegreesConsumer revenue attributable to our degree programs is determined based on a percentage of the total tuition paid by Degreesstudents students.enrolled in degree programs. As a result, changes in university tuition rates, increases in content costs, or other changes in our educatorcontent partnercreator agreements could significantly impact our revenue, gross profit, and operating results. For example, starting in 2025, we updated our revenue share allocation arrangements to compensate our educatorcontent partnerscreators based on the level of learner engagement their content generates, rather than learner completionenrollment rates. In addition, in 2026, we introduced a platform fee charged to our content creators for sales of eligible Consumer subscriptions and courses as well as Enterprise offerings to help fund our ongoing investments in our platform. We have experienced opposition to our content fee terms, and we anticipate similar challenges in the future. Further, we have in the past and may in the future change the terms of these agreements, including the pricing terms or contract length, due to competitive, regulatory, or other reasons. Any significant change in our pricing, content costs, or other contract terms with our educatorcontent partnerscreators could impact whether content creators continue to partner with us and materially and adversely affect our business, financial condition, and results of operations.

If we fail to establish, maintain, and expand our educatorcontent partnerscreator relationships, our ability to grow our business and revenue will suffer.

The success of our business depends in large part on the development, maintenance, and volume of engaging educational content and credentialing programs in collaboration with our educatorcontent partners.creators. We have faced, and may continue to face challenges in establishing, maintaining, and expanding these relationships. For instance, our educatorcontent partnerscreators may need to invest significant time and resources to modify or develop their content and credentialing programs to suit an online learning environment. Online degree programs delivered through academic institutions are not yet widely accepted. Administrators and faculty members may feel they have less control over the educational process and be concerned about the effectiveness of asynchronous learning, potential misuse of generative AI tools by learners to cheat, and the challenge of maintaining on-campus quality standards in an online format. There can be no assurance that online degree programs, such as those offered on our platform, will ever achieve significant market acceptance, and universities may therefore decline to engage with our platform. Further, if we were to lose a significant number of educatorcontent partners,creators, especially those who provide a significant portion of the content and programs on our platform, or if we can no longer offer certain high-demand content or programs, our reputation, growth, and revenue would be materially and adversely impacted. For the year ended December 31, 2024,2025, we generated approximately 28%23% of our total revenue from the content and credentialing programs of our top five educatorcontent partners.creators. Total revenue includes both revenue directly attributable to ancontent educator partnercreators and revenue that we do not consider directly attributable, such as revenue from site-wide subscriptions or our Coursera for Teams offering. The loss of or reduction in content and programs from these and other educatorcontent partnerscreators could negatively affect our ability to sustain or generate revenue or reach future profitability, and would materially and adversely affect our business, financial condition, or results of operation if we are unable to timely secure comparable educational content and credentialing programs at a favorable cost from other educatorcontent partners.creators.

Our revenue growth objectives depend on our ability to attract and retain paid learners. We aim to serve these learners’ needs by providing compelling credentialing programs and high-demand content that is developed in collaboration with our educatorcontent partners.creators. We also dedicate a portion of our spend on marketing efforts to attract potential learners to our platform. Many learners initially sign up for the freemium version of our platform or free trials. If learners do not expand beyond our free offerings or certain use cases, our financial results may be adversely affected.

•Reduced support from educatorcontent partners.creators. If educatorcontent partnerscreators cease to maintain or offer new and compelling,compelling credentialing programs or content, including due to reduced funding, or limit our ability to promote their content or programs, learners may reduce or terminate their use of our platform.

•Harm to educatorcontent partnercreator reputation. ManyOur content creators’ reputations may be impacted by factors affecting our educator partners’ reputationsthat are beyond our control and can change over time, including their status or credibility (such as university academic performance andor ranking among academic institutions,institutions), asfinancial wellhealth, asethical practices, litigation or regulatory investigations, and their status and actual or perceived expertise with respect to specific degrees, certifications, or other credentialing programs.

•Learner dissatisfaction. Learner dissatisfaction can have a negative impact on learner retention. This dissatisfaction can stem from various factors, including the quality of the offerings, features, services, course content, and presentation. Changes to the availability or sequencing of course content or the course presenters can also contribute to dissatisfaction. Additionally, changing views of the value of our educatorcontent partners’creators’ credentialing programs and content offered, as well as perceptions of employment prospects following completion of a program on our platform, can influence learner satisfaction levels. Learner dissatisfaction that is shared via word of mouth or online platforms may also negatively affect the perceptions of potential new learners and negatively impact our learner acquisition efforts.

•Ineffective marketing efforts. Our marketing efforts use various channels (e.g., search engine optimization, television, affiliates, paid search, and custom website development and deployment), publication of content related to higher education and adult learning, career paths, our platform, and our offerings, and we rely on advertising through a limited number of third-party internet advertising platforms to direct traffic to, and recruit new learners for, our offerings. Changes in the way these platforms operate, whether due to changes in law, the practices of mobile operating system providers, or otherwise, or their advertising prices, data use practices, or other terms, have impacted the cost and efficiency of our learner acquisition efforts in the past and could in the future make marketing our offerings more expensive, less effective, or more difficult. In addition, the elimination of a particular medium or platform on which we advertise or changes in advertising practices or advertising spending fluctuations by our largest educatorcontent partnerscreators have had, and may in the future have, an adverse impact on directing traffic to our offerings and recruiting new learners on a cost-effective basis. Any of the foregoing risks could have a material adverse effect on our business, results of operations, and financial condition.

•Lack of financial resources for learners. Developments that reduce the availability of financial aid for higher education or reduce disposable income for potential learners (including macroeconomic developments such as inflation, government shutdowns, tariffs, currency and interest rate fluctuations, recessions, unemployment, or pandemics) could impair learners’ abilities to meet their financial obligations, which in turn could result in reduced enrollment and harm our ability to generate revenue.

•General economic conditions. Enrollment in the courses and credentialing programs offered on our platform may be affected by changes in the U.S. economy and by global economic conditions. For example, an improvement in economic conditions may reduce demand for adult learning as potential learners may find adequate employment without additional education. Conversely, a decline in employment opportunities or economic conditions may reduce employers’ willingness to sponsor adult learning or workforce skilling opportunities for employees given a lack of employer need for enhanced skill sets or an inability to fund such programs. This could discourage learners from pursuing further education due to an inability to afford our programs or a perception that the financial investment may not result in increased earning potential or improved employment opportunities. In addition, if current macroeconomic conditions persist or deteriorate, our ability to attract and retain paid learners in our Consumer segment, as well as current and prospective customers in our Enterprise segment, or to maintain and grow relationships with our content creators, could be adversely affected by reductions or resources, shifting priorities, or delays in their spending decisions.decision-making.

Any of these factors could reduce enrollment and retention and could cause our costs associated with attracting and retaining learners to increase, which could materially harm our ability to increase our revenue or achieve profitability. These developments could also harm our reputation and make it more difficult for us to maintain our current content and credentialing programs and engage our educatorcontent partnerscreators for new course content or other offerings, which in turn may negatively impact our ability to expand our business and improve our financial performance.

We have experienced growth and demand for our product offerings amongstin both individualsour Consumer and institutions.Enterprise segments. The expansion of our business, ecosystem, and offerings places a significant strain on our administrative and operational infrastructure, facilities, and other resources. Managing the future growth of our business will require us to effectively scale our operations, allocate resources, and control costs. This includes continuing to improve our sales and marketing efficiency, content development time and costs, and technology, finance, and administration teams support globally, as well as our infrastructure and platform capabilities to serve our growing learner base. We will also be required to refine our operational, financial, and management controls and reporting systems and procedures. We will need to continue to expand our relationships with businesses, government organizations, academic institutions, and other organizations, enhance our platform and technology-enabled services, increase the volume of new educational content and credentialing programs developed by our educatorcontent partners,creators, attract a higher volume of learners and customers in a cost-effective manner, deploy preferred local payment methods and pricing models, satisfy our existing educatorcontent partners’creators’ requirements, respond to competitive challenges, and otherwise execute our business plan. Although our business has experienced significant growth in past years, we cannot provide any assurance that our business or revenue will continue to grow at the same rate or at all in the future.

We may change the subscription or contract terms, including our pricing models, for our offerings, which in turn could impact our operating results.

We have limited experience with respect to determining the optimal prices and contract length for our offerings, and as a result, we have in the past, and expect that we may in the future, change our pricing modelsmodels, subscription or target contract length from time to time,length, which could impact our operating and financial results. WeFrom continuetime to time, we adjust our pricing models and conduct pricing experiments as we gain experience with our offerings. From time-to-time, wemodels, test pricing localization to account for market segmentation and conduct other pricing experiments. As the market for our learning platform grows (if ever), as new competitors introduce competitive applications or services, or as we enter into new international markets, we may be unable to attract new learners or customers at the same price or based on the same pricing models we have historically used, or for contract lengths consistent with our historical averages. In addition, as we develop and roll out new offerings, or expand existing offerings, we will need to develop pricing and contractaccess models for these offerings that appeal to learners and customers over time, and we may not be successful in doing so. PricingChanges andto contractthe lengthterms decisionsof our subscriptions or contracts, including pricing, or with respect to our free or discounted offerings or trials, may also impact the mix of adoption and retention among our offerings and negatively impact our overall revenue. Competition may require us to make substantial price concessions or accept unfavorable contract terms, such as shorter contract durations, or other unfavorable contract terms.durations. Our revenue and financial position may be adversely affected by any of the foregoing, and we may have increased difficulty achieving profitability.

We intend to expand our international operations and continue to establish a worldwide educatorcontent partnercreator and learner base. Our expansion efforts into international markets may not be successful. In addition, we face risks in doing business internationally, including risks associated with sales to international governments and entities that could constrain our operations, increase our cost structure, compromise our growth prospects, lead to escalating enforcement actions, and damage our reputation, including:

•the need to localize and adapt online credentialing programs for specific countries, including language translations and ensuring that these programs enable our educatorcontent partnerscreators to comply with local education laws and regulations;

•different data privacy and protection laws, see “Risk Factors—Risks Related to Privacy, Cybersecurity, and Infrastructure;”;

•regional, global, economic, and political conditions, including increases in anti-U.S. sentiment and geopolitical tensions or hostilities within or beyond areas where we currently have, or may in the future have, international operations, such as the ongoing conflicts and unrest in Ukraine and the Middle East.

Further, as we continue to expand internationally, we may become more exposed to fluctuations in currency exchange rates. Future agreements with international learners, customers, and educatorcontent partnerscreators may require payments to be denominated in local currencies. In such cases, fluctuations in the local currency value relative to the U.S. dollar could impact our operating results. When the U.S. dollar strengthens relative to foreign currencies, the real cost of our offerings increases for our international learners and customers to the extent we base the price of such offerings on the U.S. dollar. This could lead to the lengthening of our sales cycle or reduced demand for our offerings. Conversely, when the U.S. dollar weakens relative to the foreign currencies of our international subsidiaries, our operational costs increase for those locations. If we are unable to successfully hedge against these foreign currency risks, our financial condition and results of operations could be materially and adversely affected. To date, our foreign currency risk exposure has not been material, and as such, we have not entered into any hedging transactions in an effort to reduce this risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited, the results may not be as intended, and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.

Certain expenditures, including those to expand our course offerings and the robustness of our platform, grow our learner and customer base, expand our sales and marketing efforts, and improve and scale our technology and operations, may make it more difficult for us to achieve and maintain profitability. Our efforts to grow our business may be more costly than we expect, and we may not be able to grow our revenue enough to offset our expenses. Restructuring and expense reduction initiatives, including the initiative announced in October 2024 (refer to Note 14, “Restructuring Related Charges”, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K),initiatives could negatively impact our business, our growth, and our operational performance if they do not achieve or sustain the targeted benefits, the benefits are not adequate to meet our long-term profitability and operational expectations, costs are materially higher than expected, management’s attention is diverted, employee attrition is beyond our intended reduction in force or in key roles, we experience lower employee morale, or our reputation as an employer is damaged harming our ability to retain and attract talent. As a result, we can provide no assurance as to whether or when we will achieve profitability. If we are not able to achieve and maintain profitability, the value of our Company and our stock price could decline significantly, and you could lose some or all of your investment.

Our platform enables our educatorcontent partnerscreators to offer learners the opportunity to enroll in live, or synchronous, courses and programs and pre-produced, or asynchronous, educational content that can be accessed at any time. To launch new educational content or a new credentialing program, whether synchronous or asynchronous, we may need to integrate our platform with the various learner information and other operating systems our educatorcontent partnerscreators use to manage functions within their institutions. In addition, our content development team must work closely with our educatorcontent partnerscreators to produce engaging online course content, and we must commence learner acquisition activities. During the term of our educatorcontent partnercreator agreements, we are responsible for the costs associated with maintaining our platform and providing non-academic and other support for learners enrolled in the program. We invest significant resources in these new programs from the beginning of our relationship with ana educatorcontent partner,creator, including marketing and other learner acquisition costs to attract and fill enrollment cohorts for a program, and in some cases, content development grants to assist our educatorcontent partnerscreators as they invest resources preparing content for an online medium. There is no guarantee that we will ever recoup these costs. In addition, delays in implementing a new program, including Specializations, certifications, or Degreesdegree programs, could negatively impact our revenue and operating results.

Because we receive fees from learners enrolling in, and, in some cases, completing courses and credentialing programs on our platform, we only begin to recover these costs once learners enroll and begin paying fees. In addition, in some cases, learners may audit a course or courses toward a certification free of charge and elect not to pay for the certification itself. Further, our Degrees revenue is determined based on a percentage of the total tuition collected from Degrees students by the university partner. As a result, our Degrees revenue is dependent on the number of learners enrolled in the Degrees program and the tuition charged by the university partner. The time that it takes for us to recover our investment in a new course or program depends on a variety of factors, primarily our learner acquisition costs, learner retention rate, and the growth rate of learner enrollment in and, in some cases, completion of, the course or program. Because of the lengthy period required to recoup our investment in a program, unexpected developments beyond our control could occur that result in the educatorcontent partnercreator ceasing or significantly curtailing a course offering or credentialing program before we generate any revenue therefrom. In addition, educatorcontent partnerscreators generally do not grant us exclusive rights to their content, and any such arrangements are of limited duration. As such, educatorcontent partnerscreators may choose to offer the same content on one of our competitors’ platforms or their own platform, which could limit the number of learners enrolled in such partner’stheir courses or programs on our platform. In addition, if ana educatorcontent partnercreator were to terminate an existing program, learners enrolled in that program may stop using our platform, which in turn would negatively impact our learner enrollment generally. As a result of any of the foregoing, we may ultimately be unable to recover the full investment that we make in a new offering or achieve any level of profitability from such offering.

If we pursue unsuccessful educatorcontent partnercreator opportunities, we may forego more profitable opportunities, and our operating results and growth could be harmed.

Identifying educational content and credentialing programs that we believe will be a good fit for our learner and customer base and negotiating educatorcontent partnercreator agreements is complex and time-consuming. This can be due to the initial reluctance of some businesses, government organizations, academic institutions, and other organizations to embrace online delivery of education, training, and credentialing programs and the complicated approval process within some of these entities.

We, our educatorcontent partners,creators, and content production providers may devote significant effort and time to develop and launch new content or a credentialing program. We have spent, and may continue to spend, substantial effort and management resources to secure new educatorcontent partnerscreators and to work with our existing educatorcontent partnerscreators to develop, launch, and maintain content and credentialing programs without any assurance that our efforts will result in a successful launch or revenue generation that will exceed our costs. If we invest substantial resources pursuing opportunities that do not attract sufficient interest from learners and customers, we may forgo other more successful content and program development efforts, and our operating results, revenue, and growth could be harmed.

We plan to continue investing in and expanding our Enterprise sales and marketing organization, both domestically and internationally. Identifying, recruiting, and training sales personnel requires significant time, expense, and attention. If we are unable to hire, develop, and retain talented sales or marketing personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time (including as a result of working remotely), if our sales and marketing programs are not effective, or if expected sales and marketing programs by our educatorcontent partnerscreators do not materialize or are not effective, our ability to broaden our customer base and achieve broader market acceptance of our platform could be harmed. In addition, the investments we make in our sales and marketing organization will occur in advance of experiencing benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources in these areas.

If we fail to quickly and efficiently scale our operations and platform capabilities to support the needs of new and existing educatorcontent partners,creators, our reputation and our revenue will suffer.

Coursera isoperates onea of the world’s largestglobal online learning destinations,platform connectingthat connects an ecosystem of learners, educators,content creators, organizations, and institutionsinstitutions. throughThe platform offers high-quality educational content, credentials, data,and learning tools to support skills development and technology.career As the digital economy evolves, the demand for new skills increases.advancement.

We partner with over 350375 universitycontent creators, including universities and industry partners (collectively, “educator partners”)organizations, to create and distribute high-quality,educational content that is modular, flexible, and affordable content.affordable. As of December 31, 2024,2025, wethe platform had approximately 168197 million registeredcumulative learnersRegistered on our platform. Our learners engage with a wide range of offerings from industry microcredentials, including entry-level Professional Certificates, to bachelor’s and master’s degree programs.Learners.

Leadership TransitionTransitions

AsDuring we2024 and the first quarter of 2025, in alignment with our efforts to refine our business strategy and hone our focus, we have also been reducingreduced our expenses and prioritizingprioritized investments in key initiatives that are expected to drive long-term, sustainable growth.

WeOur believe that thebusiness growth of our business and our future success aredepend dependent uponon many factors. While each of these factors present significant opportunities for us, these factorsthey also pose challenges that we must successfully address in order to sustain the growth of our business and enhanceimprove our results of operations.

Ability to source in-demand content from our educator partners.content. We believe that learners and enterprisescustomers are attracted to Coursera largelydue becauseto the quality, trust, and job-relevance of the high quality andour wide selection of educational content provided by our educatorcontent partners.creators. ContinuingWe intend to accelerate our content development efforts, continuing to source and produce in-demand content and credentials from our educator partners is important to attractattract, convert, and retain learners and grow our revenue over time. These efforts are designed to address evolving skill requirements and support workforce development at scale in collaboration with our content creators.

Ability to attract and retain trusted content creators. We believe that our reach, scale, and reputation provideposition anus attractiveas valuea propositionvaluable partner for leading organizations and institutions to partner with Courseraseeking to develop and distribute content and credentials.credentials to a global audience. To beremain thea preferred platform of choice for educatortrusted partners,content creators, we continue to invest in increasing the sizegrowing and engagement ofengaging our learner base, developingenhancing the learning and authoring experience through AI-powered product innovations (e.g., Coach, AI translations, and Course Builder), and Coach), providing a suite of academic integrity features to verify skills mastery (e.g., identity verification and anti-plagiarism detection),. improvingAdditionally, recommendationwe are focused on providing personalized discovery, career guidance, and personalizationrecommendations, features, engaging in marketing efforts that drive higherincreasing conversion into paid offerings,offerings through efficient marketing, and enhancing thedata-driven analyticsinsights and tools available for learners, educators,content creators, organizations, and institutions.

Impact of mix shift over time. The mix of our business amongstbetween our Consumer, Enterprise,Consumer and DegreesEnterprise segments shifts fromperiodically, timewhich to time, and these shifts have and will continue tocan affect our financial performance. We typically incur content costs for our Consumer and Enterprise offerings in the form of a feefees paid to our educatorcontent partners,creators, determinedcalculated as a percentage of totalnet revenue generated from their content. Starting inIn 2025, we willbegan compensatecompensating our educatorcontent partnerscreators based on the level of learner engagement their content generates, rather than learner completionenrollment rates. We believeexpect this change willto improveincentivize learnerthe outcomesdevelopment byof incentivizingmore engaging content, support innovation in learning formats, and better align incentives across the diverse content types offered on our educator partners to produce highly engaging content and will account for the varied types of content we offer beyond courses. For our Degrees offering, we do not incur any content costs as our university partners compensate us with a percentage of learner tuition.platform.

Ability to convert free learners to paid learners. New learners typicallyoften start by engagingbegin with our free courses on our platform, servingwhich serve as a funnel to grow our total learner base and drivegenerate referrals to our other offerings, including our paid offerings. We engage our freethese learners through bothtargeted our on-platform and off-platform marketing efforts, highlighting premium features that encourage conversion to our paid offerings, such as subscriptions. These efforts include campaigns targeting existing learners,marketing, personalized recommendations, and performance marketingcampaigns onto thehighlight internet.premium features and encourage conversion.

Ability to expandgrow ourin international footprint.markets. We see a significant opportunity to expandgrow our offeringslearner intobase, particularly in regions with large, underserved adult learning populations. As part of our growth strategy, we have invested,invested and plan to continue investing in marketingmarketing, localized discovery, and translation efforts to support our international expansiongrowth and grow our global customer and learner base. We have also been improvingadapted the front-end experience for our Consumer learners andlearners, tailoring our pricing and check-outcheckout options, including sellingoffering ourlocal offeringscurrency in foreign currency,transactions in select markets. Our business results and operations will depend on our ability to effectively price and package our Consumer products to meet local demand and manage foreign currency risk.risks.

Impact of Macroeconomic and Geopolitical Factors

We generate revenue from contracts with customers for access to the educational content hosted on our platform and related services across our threetwo reportable segments: Consumer, Enterprise,Consumer and Degrees.Enterprise.

Consumer and Enterprise revenue primarily consists of subscriptions, with terms ranging from 30 days for certain Consumer subscriptions to one to three years for Enterprise license subscriptions. Consumer subscriptions are paid in advance, while Enterprise subscriptions are usually invoiced in advance in annual or quarterly installments. Since access to our platform represents a series of distinct services that we continually provide over the subscription term, revenue is recognized ratably over that period. We typically serve as the principal for revenue generated from sales to Consumer and Enterprise customers, as we control the performance obligation and are responsible for delivering content access. Consumer revenue also includes degree product revenue generated from contracts with university partners to host and deliver their online bachelor’s and master’s degrees or postgraduate diplomas. We earn a service fee, determined as a percentage of the total tuition collected from students in degree programs, net of refunds.

Cost of revenue consists of content costs, which are fees paid to educatorcontent partners,creators, and expenses associated with the operation and maintenance of our platform. These expenses include the cost of servicing support requests from both paid learners and educatorcontent partners,creators, content translation and captioning, hosting and bandwidth costs, amortization of acquired technology, internal-use software, and content assets, customer payment processing fees, and facilities costs. Content costs only apply to Consumer and Enterprise offerings. There are no content costs attributable to our Degrees offering. Content costs as a percentage of revenue for theour Consumer and Enterprise segmentsofferings can vary based on the content mix of each segment.

Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs, which include salaries, stock-based compensation expense, payroll taxes, commissions, bonuses, and benefits, make up the most significant component of our operating expenses. Our operating expenses also include marketing and advertising expenses, consulting and services expenses, office expenses, depreciation and amortization, and facilities costs. We are focused on investing in initiatives which will drive operational efficiency while focusing resources on high-growth opportunities, therefore operating expenses as a percentage of revenue may vary from period to period, in part due to the extent and timing of sales and marketing initiatives, but over the long term we anticipate our operating expenses will generally decrease as a percentage of revenue.

Research and development. Our research and development expenses primarily consist of personnel and personnel-related costs, including stock-based compensation expense, and costs related to the ongoing management, maintenance, and expansion of content, features, and services offered on our platform. We believe that continued investment in our platform is important for future growth and for maintaining and attracting educatorcontent partnerscreators and learners. While we expect research and development expenses as a percentage of revenue to vary from period to period, we anticipate a general decrease over the long term.

Sales and marketing. Our sales and marketing expenses primarily consist of personnel and personnel-related costs, including stock-based compensation expense, as well as costs related to acquiring learners, customers, and educatorcontent partners,creators, support efforts, and marketing. Sales and marketing expenses also include hosting and bandwidth costs. We expect sales and marketing expenses as a percentage of revenue to vary from period to period but generally decrease over the long term.

General and administrative. Our general and administrative expenses primarily consist of personnel and personnel-related costs, including stock-based compensation expense, as well as professional services fees, costs related to compliance and reporting obligations, legal settlements, and other corporate expenses. In addition, we expect general and administrative expenses as a percentage of revenue to vary from period to period but generally decrease over the long term.

Interest income, net primarily consists of interest income earned on our cash,cash and cash equivalents, and marketable securities, along with the amortization of premiums and accretion of discounts related to our marketable securities.equivalents. The amount varies each reporting period based on our average balance of cash,cash and cash equivalents, and marketable securities during the period, as well as market interest rates.

Other Expense,Income (Expense), Net

Other expense,income (expense), net primarily consists of foreign exchange gains (losses) and impairment charges related to equity investments.

Revenue for the year ended December 31, 20242025 was $694.7$757.5 million, an increase of $58.9$62.8 million, or 9%, fromcompared $635.8to $694.7 million for the prior year. Revenue growth was primarily driven by aan 19%18% increase in the average total number of registeredRegistered learners,Learners, resulting in more paid learners, anand 18%a 10% increase in the average total number of Paid Enterprise Customers,Customers with growth supported by increased Coursera Plus subscription adoption, ongoing platform improvements, and alocalized 22%pricing, increase in the number of Degrees students. This growth was partially offset by lower learnerpayment, and customerpromotional retention in our Consumer and Enterprise segments globally, as well as fewer new paid learners and Degrees students from our higher-priced regions.capabilities.

DegreesConsumer revenue for the year ended December 31, 20242025 increased by $6.7$46.4 million, or 13%,10%, fromcompared to the prior year. This increase was primarily attributabledriven toby $11.8 milliongrowth in subscription revenue from anCoursera increase in the number of Degrees students,Plus, partially offset by a decreasedecline in direct purchases of $5.1 million due to lower revenue per student resulting from fewer new Degrees students in our higher-priced regions.Specializations.

•changes in contractualeconomic or other terms of our relationships with our content creators,creators includingand withother respectstrategic to pricing or contract lengthpartners;

•our ability to maintain and expand our partnerships with our content creators and other strategic partners;

•our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirementsrequirements, including our ability to build, deploy, and scale AI across our platforms;

•our ability to successfully execute acquisitions or other strategic transactionstransactions, including investments in private companies;

•any disruption or failure of our platformplatforms or operations, including as a result of geopolitical crises, natural disasters, public health crises, or other catastrophic events;

Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years. Accordingly, you should not rely on our revenue for any previous annual or quarterly period as any indication of our revenue or revenue growth in future periods. Our revenue growth rates may decline compared to prior years due to a variety of factors, including slowing demand for our platformplatforms or offerings, slowing growth of our sales, increasing competition, increasing regulation, a decrease in the growth of our overall market or market saturation, and our failure to capitalize on growth opportunities.

•our ability to maintain existing customers and attract new customers, including businesses, government organizations, academic institutions, and other organizations that subscribe to our Enterprise platform,platforms, as well as learners who access the content and credentialing programs available on our platformplatforms;

•changes in, or trends affecting, subscriptions to our platformplatforms from businesses, government organizations, academic institutions, and other organizations;

•changes in the rate, volume, quality, and demand for new content and credentialing programs created and offered by our content creators on our platformplatforms;

•the timing and breadth of platformplatforms subscription discounts and promotions;

•costs necessary to improve and maintain our platformplatforms and compete on the basis of emerging technologies and functionality;

•maintaining and increasing a base of learner,learners, customer,customers, or content creators using our platformplatforms;

•avoiding interruptions or disruptions in the service of our platformplatforms;

•maintaining and enhancing the value of our reputation and brandbrands;

•attracting, hiring, and retaining qualified personnel to manage our operations and further develop our platformplatforms;

As a result of the evolving scope of our industry, business and offeringsofferings, andas well as our limited operating history, our forecasts of future operating results may be less accurate. As we anticipate market opportunities, risks, or other changes, we may adjust our business model or offerings. However, we cannot guarantee that such changes will be accepted by our learners, content creators, or Enterprise customers, or that they will not result in lower revenues, particularly in the period immediately following the changes. In such cases, we may not realize the anticipated financial benefits of such changes in the amounts we anticipate, on the expected timeline, or at all. If we do not successfully manage our evolving business model and offerings, our operating and financial results may differ materially from our expectations, and our business and stock price may suffer. Our forecasts are subject to a number of uncertainties, including those discussed in this “Risk Factors” section and elsewhere in this Form 10-Q.

Our future success will depend, in part, on the growth of demand for online learning solutions. The market for online learning solutions is less mature than the market for in-person learning and training. It is difficult to predict learner, customer, or content creator demand to use or be on our platform,platforms, their adoption and renewal rates, the rate at which they expand their engagement with our platform,platforms, the size and growth rate of the market for our platform,platforms, the entry of competitive offerings into the market, or the success of existing competitive offerings. Additionally, while we believe that generative AI technology will lead to increased demand for online learning solutions given its potentially disruptive impact on society, governments, businesses, and academic institutions contending with the need for their workforces and learners to reskill and improve productivity and agility, these expected societal changes and the resulting increased demand for our online learning offerings may not materialize as expected or may take longer than anticipated. Also,Generative thereAI cantechnology bemay noalso assurancemake thatit significantly easier for new market entrants to develop and deliver competing educational and training content, increasing competitive pressure on our platforms. In addition, generative AI technologysystems willmay not displacereduce or otherwise adversely impacteliminate the demandneed for dedicated online learning solutions,solutions includingaltogether ourby offerings as these technologies could enableenabling organizations and individuals to use generative AI systems to perform skilled tasks directly, potentiallyacquire reducingskills thethrough needAI-assisted for human learning or training altogether,interaction, or generate their own educational and training content.content without relying on a dedicated learning platform.

Furthermore, even if educators and enterprises want to adopt an online learning solution, a full transition to this type of learning solution could require a substantial amount of time and resources or could be delayed due to budget constraints, weakening economic conditions, or other factors. Even if market demand for online learning solutions generally increases, we cannot ensure that adoption of our platformplatforms will also increase. If the market for online learning solutions does not grow as we expect, or our platformplatforms doesdo not achieve widespread adoption, it could result in reduced customer spending, learner and partner attrition, and decreased revenue, any of which would adversely affect our business and results of operations.

IfChanges we changeto the contracteconomic or other terms withof our relationships with content creators, including pricing or contract length, itcreators could materially and adversely affect our business, financial condition, and results of operations.

We collaborate with our content creators to deliver a broad portfolio of educational content and credentials on our platform.platforms. For our Enterprise offerings and a significant portion of our Consumer offerings, we incur content costs in the form of fees paid to content creators. In addition, the portion of our Consumer revenue attributable to our degree programs is determined based on a percentage of the total tuition paid by students enrolled in degree programs. As a result, changes in university tuition rates, increases in content costs, or other changes in our content creator agreements could significantly impact our revenue, gross profit, and operating results. For example, starting in 2025, we updated our revenue share allocation arrangements to compensate our content creators based on the level of learner engagement their content generates, rather than learner enrollment rates. In addition, in 2026, we introduced a platform fee assessed on sales of ConsumerEnterprise and EnterpriseConsumer offerings to help fund our ongoing investments in our platform.platforms. We have experienced opposition to our content fee terms, and we anticipate similar challenges in the future. Further, we have in the past and may in the future change the terms of these agreements, including the pricing terms or contract length, due to competitive, regulatory, or other reasons. Any significant change in our pricing, content costs, or other contract terms with our content creators could impact whether content creators continue to partner with us and materially and adversely affect our business, financial condition, and results of operations.

If we fail to establish, maintain, and expand our relationships with content creatorcreators relationships,and other strategic partners, our ability to grow our business and revenue will suffer.

The success of our business depends in large part on the development, maintenance, and volume of engaging educational content and credentialing programs in collaboration with our content creators. We have faced, and may continue to face challenges in establishing, maintaining, and expanding these relationships. For instance, our content creators may need to invest significant time and resources to modify or develop their content and credentialing programs to suit an online learning environment. Online degree programs delivered through academic institutions are not yet widely accepted. Administrators and faculty members may feel they have less control over the educational process and be concerned about the effectiveness of asynchronous learning, potential misuse of generative AI tools by learners to cheat, and the challenge of maintaining on-campus quality standards in an online format. There can be no assurance that online degree programs, such as those offered on our platform, will ever achieve significant market acceptance, and universities may therefore decline to engage with our platform. Further, if we were to lose a significant number of content creators, especially those who provide a significant portion of the content and programs on our platform,platforms, or if we can no longer offer certain high-demand content or programs, our reputation, growth, and revenue would be materially and adversely impacted. For the three months ended March 31, 2026, we generated approximately 21% of our total revenue from the content and credentialing programs of our top five content creators. Total revenue includes both revenue directly attributable to content creators and revenue that we do not consider directly attributable, such as revenue from site-wide subscriptions or our Coursera for Teams offering. The loss of or reduction in content and programs from these and other content creators could negatively affect our ability to sustain or generate revenue or reach future profitability, and would materially and adversely affect our business, financial condition, or results of operation if we are unable to timely secure comparable educational content and credentialing programs at a favorable cost from other content creators.

Our revenue growth objectives depend on our ability to attract and retain paid learners. We aim to serve these learners’ needs by providing compelling credentialing programs and high-demand content that is developed in collaboration with our content creators. We also dedicate a portion of our spend on marketing efforts to attract potential learners to our platform.platforms. Many learners initially sign up for the freemium version of our platformplatforms or free trials. If learners do not expand beyond our free offerings or certain use cases, our financial results may be adversely affected.

•Reduced support from content creators. If content creators cease to maintain or offer new and compelling credentialing programs or content, including due to reduced funding, or limit our ability to promote their content or programs, learners may reduce or terminate their use of our platform.platforms.

•Lack of interest in the offerings, features, services, certifications, degrees, or other credentials offered on our platform.platforms. We may encounter difficulties attracting learners to use our offerings, features, and services, or enroll in credentialing programs that are not in demand due to shifting employer or societal preferences and priorities, or that are in emerging or unproven fields. The increasing capabilities of generative AI tools may also reduce learner interest in certain offerings if learners or employers perceive that skills taught through our platforms can be performed by, or more efficiently acquired through, AI systems.

•Learner dissatisfaction. Learner dissatisfaction can have a negative impact on learner retention. This dissatisfaction can stem from various factors, including the quality of the offerings, features, services, course content, and presentation. Changes to the availability or sequencing of course content or the course presenters can also contribute to dissatisfaction. Additionally, changing views of the value of our content creators’ credentialing programs and content offered, as well as perceptions of employment prospects following completion of a program on our platform,platforms, can influence learner satisfaction levels. Learner dissatisfaction that is shared viathrough word of mouth or online platforms may also negatively affect the perceptions of potential new learners and negatively impact our learner acquisition efforts.

•Ineffective marketing efforts. Our marketing efforts use various channels (e.g., search engine optimization, television, affiliates, paid search, and custom website development and deployment), publication of content related to higher education and adult learning, career paths, our platform,platforms, and our offerings, and we rely on advertising through a limited number of third-party internet advertising platforms to direct traffic to, and recruit new learners for, our offerings. Changes in the way these platforms operate, whether due to changes in law, the practices of mobile operating system providers, or otherwise, or their advertising prices, data use practices, or other terms, have impacted the cost and efficiency of our learner acquisition efforts in the past and could in the future make marketing our offerings more expensive, less effective, or more difficult. In addition, the elimination of a particular medium or platform on which we advertise or changes in advertising practices or advertising spending fluctuations by our largest content creators have had, and may in the future have, an adverse impact on directing traffic to our offerings and recruiting new learners on a cost-effective basis. Any of the foregoing risks could have a material adverse effect on our business, results of operations, and financial condition.

•General economic conditions. Enrollment in the courses and credentialing programs offered on our platformplatforms may be affected by changes in the U.S. economy and by global economic conditions. For example, an improvement in economic conditions may reduce demand for adult learning as potential learners may find adequate employment without additional education. Conversely, a decline in employment opportunities or economic conditions may reduce employers’ willingness to sponsor adult learning or workforce skilling opportunities for employees given a lack of employer need for enhanced skill sets or an inability to fund such programs. This could discourage learners from pursuing further education due to an inability to afford our programs or a perception that the financial investment may not result in increased earning potential or improved employment opportunities. In addition, if current macroeconomic conditions persist or deteriorate, our ability to attract and retain paid learners in our Consumer segment, as well as current and prospective customers in our Enterprise segment, or to maintain and grow relationships with our content creators, could be adversely affected by reductions or resources, shifting priorities, or delays in decision-making.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements, including our platformability mayto becomebuild, lessdeploy, competitive.and scale AI across our platforms, our market competitiveness and financial results could be adversely affected.

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this report other than statements of historical fact, including statements identified by words such as “accelerate,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “forecast,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms, or similar expressions, are forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•our ability to integrate with and realize, if at all, the expected timing and benefits of our proposed mergerMerger with Udemy, Inc. (“Udemy”);

•market acceptance and demand for our platformplatforms and offerings;

•our ability to successfully develop, launch, maintain, expand, integrate, and scale new programs, offerings, and features, including artificial intelligence (“AI”) technologies;

•our ability to drive adoption of our platformplatforms among Enterprise customers;

•the scalability of our platformplatforms and operations;

•our ability to develop and protect our brandbrands;

•the affordability and convenience of our platformplatforms;

Coursera operates a global online learning platformplatforms that connectsconnect an ecosystem of learners, content creators, organizations, and institutions. The platformplatforms offersoffer high-quality educational content, credentials, and learning tools to support skills developmentdevelopment, career advancement, and careerworkforce advancement.transformation.

We partner with over 375100,000 contentinstructors, creators,encompassing includingexpert universitiespractitioners and more than 400 university and industry organizations,partners, to develop and distribute educational content that is modular, flexible, and affordable. As of March 31, 2026, the platform had approximately 205 million cumulative Registered Learners.

Coursera offers a range of learning products to meet diverse educational and professional development needs, from hands-on labs to build practical skills to industry micro-credentials and accredited degree programs that can advance a career. We continue to invest in platform capabilities to enhance and personalize thelearning deliveryexperiences ofand deliver skills atdevelopment solutions on a global scale. We are also investing in a unified, next-generation platform designed to connect trusted content, skills intelligence, and AI-powered learning experiences across our global ecosystem. Recent innovations include generative AI-powered featurescapabilities for tutoring, translations,translation, interactive role play, and custom course authoring, as well as role-based learning solutions likesuch as Skills Tracks. These toolscapabilities enable content creators and institutions to deliver targeted learning aligned with evolving workforce needs. Organizations across the public and private sectors use Coursera to upskill and reskill employees, students, and citizens in fields such as generative AI, data science, technology, and business.

Coursera serves individual learners and institutional customers through two operating segments: ConsumerEnterprise and Enterprise.Consumer. The Enterprise segment engages employers, academic institutions, and government organizations through a direct sales team and reseller partnerships, as well as data-driven insights derived from activity on the Consumer platform. The Consumer segment focuses on attracting learners viathrough branded content, institutional partnerships, and digital marketing, supported by personalized discovery and localized recommendations. TheTogether, our Enterprise segment engages employers, academic institutions, and governmentConsumer organizationssegments throughcreate a directconnected salesecosystem team, as well as data-driven insights derived from activity on the Consumer platform. This approachthat enables Courseraus to efficiently expand its reach, while delivering learning solutions and essential skills aligned with the evolving needs of bothserve individuals and institutions.organizations throughout their skills development journeys while continuously improving our products through shared data, skills intelligence, and learning insights.

Key Financial Results for FirstSecond Quarter 2026

•Total revenue was $195.7$298.6 million, including $103.8 million relating to the Merger with Udemy, up 9%60% from $179.3$187.1 million a year ago.

•Net cash (used in) provided by operating activities was $14.6$(19.8) million, compared to $33.5$35.5 million a year ago. Free Cash Flow was $3.0$(32.6) million, compared to $25.3$28.6 million a year ago.

Ability to innovate our products. Central to our strategy is the continued innovation of our products. We aim to expand access to in-demand skills and high-quality education that supports career advancement by focusing on enhancing our platform’s capabilities. This includes accelerating product development cycles, leveraging data-driven insights, and applying AI capabilities and tools to improve the experience for learners, customers, and content creators across our platform.platforms.

Ability to source in-demand content. We believe learners and customers are attracted to Coursera due to the quality, trust, and job-relevance of our wide selection of educational content provided by our content creators. We intend to accelerate our content development efforts, continuing to source and produce in-demand content and credentials to attract, convert, and retain learners and grow our revenue over time. TheseWe are also introducing new product experiences designed to make skills development more personalized, interactive, and measurable. As emerging technology evolves and shapes the demand for certain career functions and roles, these efforts are designed to address evolving skill requirements and support workforce development at scale in collaboration with our content creators.

Ability to attract and retain trusted content creators. We believe our reach, scale, and reputation position us as a valuable partner for leading organizations and institutions seeking to develop and distribute content and credentials to a global audience. To remain a preferred platform for trusted content creators, we continue to invest in growing and engaging our learner base, enhancing the learning and authoring experience through AI-powered product innovations (e.g., Coach, AI powered role play and translations, and Course Builder), and providing a suite of academic integrity features to verify skills mastery (e.g., identity verification and anti-plagiarism detection). Additionally, we are focused on providing personalized discovery, career guidance, and recommendations, increasing conversion into paid offerings through efficient marketing, and enhancing data-driven insights and tools for learners, content creators, organizations, and institutions.

Ability to enhance our go-to-market capabilities. To grow our business, we must efficiently attract learners and customers, offer a compelling value proposition, and increase engagement and retention on our platformplatforms over time. Learners are central to our ecosystem, as their participation helps attract content creators who value our global reach. To increase engagement and retention, we are investing in platform capabilities that serve a broad audience. We aim to create a more unified and integrated experience through personalized recommendations, localized discovery, and clear value propositions that support learners’ educational and career goals and help customers develop their workforces at scale.

Impact of mix shift over time. The mix of our business between our ConsumerEnterprise and EnterpriseConsumer segments shifts periodically, which can affect our financial performance. We typically incur content costs in the form of fees paid to our content creators, calculated as a percentage of net revenue generated from their content. InFor 2025,subscription based offerings, we began compensatingcompensate our content creators based on learner engagement rather than enrollment rates.rates, This changewhich incentivizes the development of more engaging content, supports innovation in learning formats, and better aligns incentives across the diverse content types offered on our platform.platforms.

Ability to convert free learners to paid learners. New learners often begin with free courses on our platform,platforms, which serve as a funnel to grow our learner base and generate referrals to paid offerings. We engage these learners through targeted marketing, personalized recommendations, product integrations, and performance campaigns to highlight premium features and encourage conversion.

Ability to retain and expand our Enterprise customer relationships. Retaining and expanding usage within our existing Enterprise customer base, as well as attracting new customers, are critical drivers of our performance. The Enterprise market is highly competitive and subject to rapid changes in workforce skilling requirements driven by evolving customerbusiness needs, technological advancements, and shifting labor market dynamics. Emerging and evolving technologies, such as AI, may create opportunities for workforce training and upskilling, though the extent of their impact on demand for our platformplatforms, learning solutions, and product experiences remains uncertain. Our competitive position will be influenced by the strength of our product offerings, our pace of innovation, and our ability to more effectively address the talent transformation needs of our customers to deliver measurable outcomesworkforce for customers.outcomes.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Revenue for the three months ended MarchJune 31,30, 2026 was $195.7$298.6 million, an increase of $16.4$111.5 million, or 9%,60%, compared to $179.3$187.1 million for the prior-year quarter. RevenueOf growththis increase, $103.8 million was primarilyattributable driven by a 17% increase into the average total numberinclusion of RegisteredUdemy Learners,revenue resulting in more paid learners, and a 5% increase infollowing the average total numbercompletion of Paidthe EnterpriseMerger. CustomersExcluding withthe growthimpact of the Merger, revenue increased $7.7 million, or 4%, supported by increased Coursera Plus subscription adoption, ongoing platform improvements, and localized pricing, payment, and promotional capabilities.

ConsumerEnterprise revenue for the three months ended MarchJune 31,30, 2026 increased by $11.9$75.7 million, or 10%,118%, compared to the prior-year quarter. This increase was primarily driven by growth in subscription revenue fromof Coursera$75.3 Plus,million, partiallylargely offsetdue byto athe decline in direct purchasesinclusion of Specializations.Udemy revenue.

Enterprise revenue for the threesix months ended MarchJune 31,30, 2026 increased by $4.5$80.2 million, or 7%,64%, compared to the prior-yearsix quarter,months attributableended toJune an30, 2025. This increase was primarily driven by growth in newsubscription customers. Acquisitionsrevenue of new customers drove an increase of $9.1$79.8 million, partially offset by a $4.6 million decreaselargely due to contractionthe inclusion of existingUdemy customer spend.revenue.

Cost of revenue for the three months ended MarchJune 31,30, 2026 was $87.1$125.2 million compared to $81.4$84.4 million for the prior-year quarter. The primary driverdrivers of the increase wasin cost of revenue growth,were whicha resulted$17.4 in anmillion increase of $3.3 million in content-related costs andcosts, a $1.1$13.0 million increase in platform costs.operation, customer support, and maintenance costs, and a $9.0 million increase in amortization expense of intangible assets, all of which were primarily attributable to the Merger.

Content costs for the ConsumerEnterprise segment were $47.7$29.0 million and $45.2$19.5 million for the three months ended MarchJune 31,30, 2026 and 2025, with content costs as a percentage of revenue of 36.8%20.7% and 38.4%30.3% for the same periods. Content costs for the EnterpriseConsumer segment were $19.3$55.4 million and $18.5$47.5 million for the three months ended MarchJune 31,30, 2026 and 2025, with content costs as a percentage of revenue of 29.2%34.9% and 30.0%38.7% for the same periods. Content costs as a percentage of revenue for both segments decreased due to higher learner engagement in content created under production arrangements with lower revenue share,share and from the introduction of the platform maintenance fee in January 2026.2026, plus the impact of the Merger contributing more favorable content economics and a continued shift toward subscription revenue.

Gross margin was 55.5%58.1% for the three months ended MarchJune 31,30, 2026, an increase from 54.6%54.9% for the prior year quarter. The increase in gross margin was driven by lower content cost rates in both our ConsumerEnterprise and EnterpriseConsumer segments.segments, partially offset by increases in platform operation, customer support, and maintenance costs and amortization expense of intangible assets.

Total operating expenses for the three and six months ended MarchJune 31,30, 2026 were $133.9$258.1 million and $392.0 million compared to $112.3$117.8 million and $230.1 million for the priorthree yearand quarter.six months ended June 30, 2025.

Research and development expenses for the three months ended MarchJune 31,30, 2026 were $31.3$43.7 million compared to $29.5$29.3 million for the prior-year quarter. ThisThe increase was primarily due to highera software-related$9.4 expensesmillion ofincrease $2.0in million,personnel-related partiallyexpenses, offsetwhich bywas primarily attributable to the Merger, and a decrease of $1.0$4.6 million increase in stock-basedsoftware compensationsubscription expense.and allocated expenses.

SalesResearch and marketingdevelopment expenses for the threesix months ended MarchJune 31,30, 2026 were $69.3$75.0 million compared to $56.8$58.8 million for the prior-yearsix quarter.months ended June 30, 2025. The increase was primarily due to ana $9.9 million increase in marketingpersonnel-related expenses, which was primarily attributable to the Merger, and advertisinga expenses of $9.5$6.3 million increase in software subscription and personnel-relatedallocated expenses of $1.6 million.expenses.

GeneralSales and administrativemarketing expenses for the three months ended MarchJune 31,30, 2026 were $33.3$104.0 million compared to $26.9$63.6 million for the prior-year quarter. ThisThe increase was primarily drivendue byto ana $15.3 million increase ofin $6.2personnel-related expenses, a $15.2 million increase in marketing and $3.8advertising expenses, a $4.6 million increase in expensesamortization relatedof acquired intangible assets, and a $4.2 million increase in software subscription and allocated expenses, all of which were primarily attributable to M&A transaction costs and integration related costs, respectively, associated with the merger with Udemy, partially offset by a decrease of $4.5 million in stock-based compensation expense primarily related to our CEO leadership transition in the prior-year quarter.Merger.