Coursera, Inc.
For the period ended Sep 30, 2025. Filed Oct 31, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 31, 2025
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, the following officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted Rule 10b5-1 trading arrangements, as defined in Item 408 of Regulation S-K, for the sale of our common stock. Shares in each Rule 10b5-1 trading arrangement that are subject to RSUs and stock options may only be traded following satisfaction of applicable vesting requirements. In addition, because of pricing (such as future share price targets) and timing conditions in each Rule 10b5-1 trading arrangement, it is not yet determinable how many shares actually will be sold under each plan prior to its expiration date.
On September 4, 2025, Alan B. Cardenas, Senior Vice President, General Counsel and Secretary, entered into a Rule 10b5-1 trading arrangement that provides for the sale of up to 103,533 shares of our common stock. This trading arrangement is scheduled to expire on November 17, 2026.
On September 15, 2025, Amanda M. Clark, Director, entered into a Rule 10b5-1 trading arrangement for the sale of up to 11,382 shares of our common stock. This trading arrangement is scheduled to expire on May 29, 2026.
These Rule 10b5-1 trading arrangements were entered into in writing during an open trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and in accordance with our policies regarding transactions in our securities.
During the three months ended September 30, 2025, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
Executive Officer Transition
On October 29, 2025, the Board appointed Gregory M. Hart, Coursera’s Chief Executive Officer, President, and principal executive officer, to serve as Coursera’s principal financial officer, effective October 30, 2025. He replaces Kenneth R. Hahn, Senior Vice President, Chief Financial Officer, Treasurer, and principal financial officer, who resigned from Coursera, Inc. effective October 29, 2025. Mr. Hart will not receive any additional compensation in connection with this interim role. During the transition period until a new Chief Financial Officer is appointed, the direct reports of Mr. Hahn now report to Mr. Hart in his capacity as principal financial officer.
Mr. Hart’s biographical and compensation information, as well as his family relationships or transactions were previously disclosed in our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 29, 2025, and are incorporated herein by reference. There is no arrangement or understanding with any person pursuant to which Mr. Hart was appointed to assume these duties.
In connection with Mr. Hahn’s resignation, he will receive enhanced severance benefits, including a lump sum cash payment and other benefits, pursuant to the retention agreement dated January 29, 2025, as previously disclosed in our Current Report on Form 8-K filed February 3, 2025. In addition and in connection with his departure, on October 30, 2025, we entered into a separation and one-year advisory agreement with Mr. Hahn, which included a general release of claims. During the advisory period, Mr. Hahn’s outstanding equity awards will continue to vest according to their original terms, and the exercise period for his vested stock options will be extended through October 29, 2027.
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