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Coursera, Inc.

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 23, 2026

COUR$3.76+0.3%Stored close · as of Nov 10, 2026

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Contents

Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share amounts)

  1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Basis of Presentation

The accompanying Consolidated Financial Statements of Coursera, Inc., a Delaware public benefit corporation, and its subsidiaries (“Coursera”, the “Company”, “we”, “us”, or “our”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Description of Business

Coursera is an online learning platform that aims to provide access to world-class, affordable, and relevant education and skills training by connecting learners, institutions, and content creators in our ecosystem. We deliver branded content and product capabilities through an integrated platform that encompasses our global reach, data, and technology, making it customizable and extensible for both individual learners and institutions. We partner with trusted content creators, such as university and industry partners, to provide high-quality adult education and training solutions to a wide range of individuals, businesses, organizations, and governments. We also sell directly to institutions, including employers, colleges and universities, organizations, and governments, enabling their employees, students, and citizens to gain critical skills aligned with job market needs. Our corporate headquarters is located in Mountain View, California.

Chief Executive Officer Transition and Segment Reporting

Effective February 3, 2025, our Board of Directors (the “Board”) appointed Gregory Hart as our President, Chief Executive Officer (“CEO”), and a Class III director on our Board. Refer to Note 11, Employee Benefit Plans, for additional information.

Our chief operating decision maker (“CODM”) is our CEO. In connection with Mr. Hart’s appointment as our CEO, we simplified our business model and conduct our operations throughtwo reporting segments: Consumer and Enterprise. This updated structure reflects how our CODM assesses performance and allocates resources to support our strategic and operational priorities. This segment reporting change does not impact our Enterprise segment or consolidated results. Refer to Note 13, Segment and Geographic Information, for additional information.

Reclassification

As of June 30, 2025, we changed the Consolidated Balance Sheets’ caption for “Educator partners payable” to “Content liabilities.” In conjunction with this update, $1.5 million and $2.2 million of unpaid purchases of content assets as of December 31, 2025 and December 31, 2024 are now reflected in “Content liabilities.” These amounts would have previously been reported in “Other accounts payable and accrued expenses.” Other certain prior period amounts have been reclassified to conform to current presentation.

Transaction with Udemy

On December 17, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine with Udemy, Inc. (“Udemy”), an online learning platform. Under the terms of the Merger Agreement, each issued and outstanding share of Udemy common stock would be converted into the right to receive 0.800 shares of our common stock. The Merger, which is anticipated to close by the second half of calendar year 2026, is subject to regulatory approval, approval by the companies' respective stockholders, and other customary closing conditions.

  1. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Consolidated Financial Statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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Use of Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the Consolidated Financial Statements, as well as the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience, current conditions, and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates, judgments, and assumptions include, but are not limited to, those related to the determination of principal versus agent and variable consideration in our revenue contracts; stock-based compensation expense; period of benefit for capitalized commissions; internal-use software costs; useful lives of long-lived assets; the carrying value of operating lease right-of-use assets; the valuation of intangible assets; loss contingencies and potential recoveries; and income tax expense, including the valuation of deferred tax assets and liabilities, among others. Actual results could differ from those estimates, and any such differences could be material to our Consolidated Financial Statements.

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Our cash and cash equivalents consist of cash and money market funds at financial institutions, and are stated at cost, which approximates fair value because of their immediate or short-term maturities. Our restricted cash primarily consists of letters of credit required to fulfill certain operating lease agreements. Restricted cash, current is included in prepaid expenses and other current assets, and restricted cash, non-current is included in other assets, both in the Consolidated Balance Sheets.

Accounts Receivable, Net

Accounts receivable, net includes trade accounts receivable, both billed and unbilled, net of an allowance for credit losses. Billed receivables are recorded at the invoiced amount in the period that our right to consideration becomes unconditional, with payment terms on invoiced amounts typically ranging from 30 to 60 days. Unbilled receivables, or contract assets, are recorded when revenue is recognized prior to our unconditional right to consideration. A contract asset is a right to consideration that is conditional upon factors other than the passage of time.

We establish an allowance for credit losses based on our assessment of the collectibility of accounts receivable. This assessment considers various factors, including the age of each outstanding invoice, each customer’s expected ability to pay, the collection history with each customer, current economic conditions, and reasonable and supportable forecasts of future economic conditions over the life of the receivable, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. The allowance for credit losses and related activities were not material for the years ended December 31, 2025, 2024, and 2023.

Property, Equipment, and Software, Net

Property, equipment, and software, net is stated at cost, less accumulated depreciation and amortization. We record depreciation and software amortization using the straight-line method over the estimated useful lives of the assets, which typically range fromtwo tofive years. We amortize leasehold improvements over the shorter of the estimated useful lives of the improvements or the remaining lease term.

Content Creator Costs

We have various agreements with content creators that grant us the right to host their intellectual property on our platform. In return, content creators earn a fee that we recognize as a content cost in the same period in which the related revenue is recognized. This cost is classified as a cost of revenue in the Consolidated Statements of Operations.

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Leases

We determine if an arrangement is a lease and its classification at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, among other facts and circumstances. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and are included in other assets on our Consolidated Balance Sheets. Lease liabilities represent our obligation to make lease payments according to the arrangement and are included in other current liabilities and other liabilities on our Consolidated Balance Sheets. We do not have any finance leases.

ROU assets and lease liabilities are recognized at the commencement date based on the present value of minimum remaining lease payments over the lease term. For this purpose, we include payments that are fixed and determinable at the commencement date, including initial direct costs incurred and excluding lease incentives received. We use the implicit rate when it is readily determinable. Otherwise, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes, or other costs. Variable lease costs are expensed as incurred in the Consolidated Statements of Operations. Operating lease expense is recognized on a straight-line basis over the lease term.

We do not separate lease and non-lease components and do not recognize ROU assets and operating lease liabilities arising from leases with an initial lease term of 12 months or less.

Additionally, any impairment of an ROU asset and other lease-related assets, including leasehold improvements, furniture and fixtures, and computer equipment, resulting from entering into a sublease arrangement is recognized in the Consolidated Statements of Operations in the period the sublease agreement is executed. We recognize sublease income as a reduction to our operating lease expense on a straight-line basis over the sublease term. Refer to Note 6, Leases, for additional information.

Internal-Use Software and Website Development Costs

We capitalize certain costs associated with our internal-use software and website development during the application development stage, and are included in property, equipment, and software, net on our Consolidated Balance Sheets. This occurs when management with the relevant authority authorizes and commits to the project’s funding, it is probable that the project will be completed, and the software will be used as intended. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software and website development projects. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, typicallytwo tofive years, and are recorded within cost of revenue in the Consolidated Statements of Operations. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred within research and development in the Consolidated Statements of Operations.

Intangible Assets, Net

Intangible assets, net is stated at cost, net of accumulated amortization. We amortize our finite-lived intangible assets on a straight-line basis over their estimated useful lives, generally five years. The amortization of content assets and developed technology is included in cost of revenue in the Consolidated Statements of Operations

Impairment losses related to content assets werenot material during the years ended December 31, 2025, 2024, and 2023.

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Impairment of Long-Lived Assets

We monitor events and changes in circumstances that could indicate the carrying amounts of our long-lived assets, including deferred partner fees, property, equipment, software, intangible assets, and operating lease ROU assets, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Impairment losses during the years ended December 31, 2024 and 2023 were immaterial. During the year ended December 31, 2025, we recognized impairment losses of $1.2 million on deferred partner fees and $1.0 million on content development grants, which we do not expect to recover. These impairment losses were recorded within cost of revenue and sales and marketing expenses, respectively, in the Consolidated Statements of Operations.

Treasury Stock

We record repurchases of our common stock as treasury stock, at cost. Incremental direct costs associated with the repurchase of our common stock, including excise tax, are included in the cost of the shares acquired. We use the average cost method to account for reissuances of our treasury stock. If shares of treasury stock are reissued at a price higher than its cost, the gain is recorded to additional paid-in capital. If shares of treasury stock issued at a price lower than its cost, the loss is recorded to additional paid-in capital to the extent there are previous net gains included in the account. Losses in excess of previous net gains are recorded to accumulated deficit only once there is no additional paid-in capital.

Loss Contingencies

We regularly review the status of each significant matter and assess its potential likelihood of loss or exposure. We record an accrual for loss contingencies for legal proceedings when we believe that an unfavorable outcome is both (i) probable and (ii) the amount or range of any possible loss can be reasonably estimated. The actual liability in any such matters may be materially different from our estimates, if any, which could result in the need to adjust the liability and record additional expenses.

Legal fees related to potential loss contingencies are expensed as incurred. Insurance recoveries associated with loss contingencies are recognized when realization becomes probable and estimable, the associated costs have been recognized in the financial statements, and the losses are clearly attributable to the insured event.

Revenue

We recognize revenue from contracts with customers for access to the learning content hosted on our platform and related services. Revenue is recognized when control of the promised services is transferred to our customer, reflecting the consideration we expect to receive in exchange for these services. We apply judgment in determining our customer’s ability and intent to pay, based on a variety of factors including the customer’s historical payment experience, credit, or financial information. Consumer customers are required to pay in advance.

At contract inception, we assess the performance obligations, or deliverables, we have agreed to provide in the contract and determine if they are individually distinct or if they should be combined with other performance obligations. Contracts with multiple performance obligations require an allocation of the transaction price to each performance obligation based on each one’s relative standalone selling price. We combine performance obligations when an individual performance obligation does not have standalone value to our customer. For example, our customers do not have the ability to take possession of the software supporting our platform, so our contracts are typically accounted for as service arrangements with a single performance obligation.

We have a stand-ready obligation to provide learners with continuous access to our learning platform and deliver related support services for a specified term. For this reason, these services are generally viewed as a stand-ready performance obligation consisting of a series of distinct daily services. We typically satisfy these performance obligations over time as the services are provided. A time-elapsed output method is used to measure progress because our efforts are expended evenly throughout the period given the promise of a stand-ready service. Fixed fees for these services are generally recognized ratably over the contract term.

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We include any fixed consideration within our contracts as part of the total transaction price. Generally, we include an estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. None of our contracts contain a significant financing component. Taxes collected from customers and remitted to governmental authorities are not included within the total transaction price.

At times, we are party to multiple concurrent contracts or contracts that combine multiple services. These situations require judgment to determine if multiple contracts should be combined and accounted for as a single arrangement. In making this determination, we consider (i) the economics of each individual contract and whether or not it was negotiated on a standalone basis, and (ii) if multiple promises represent a single performance obligation.

Contract modifications require judgment to determine if the modification should be accounted for as (i) a separate contract, (ii) the termination of the original contract and creation of a new contract, or (iii) a cumulative catch-up adjustment to the original contract. When evaluating contract modifications, we must identify the performance obligations of the modified contract and determine both the allocation of revenues to the remaining performance obligations and the period of recognition for each identified performance obligation.

We generate revenue from ourtwo reportable segments: Consumer and Enterprise. Refer to Note 13, Segment and Geographic Information, for our disaggregation of revenue. We are generally the principal with respect to our Consumer and Enterprise revenue arrangements as we control the performance obligation and are the primary obligor with respect to delivering access to course content. Additionally, we have inventory risk through recoupable advances sometimes paid to content creators.

Consumer Revenue

We generate revenue from consumers by selling access to learning content hosted on our platform. Consumer products include single course certifications, professional certificates, catalog-wide subscriptions and degree programs. Access to single courses is generally purchased at a fixed price for a set period of time, typically six months. Professional certificates are a series of courses offered by the same content creator, with learners provided access on a month-to-month subscription basis. Coursera Plus is our catalog-wide consumer subscription product, sold in monthly or annual subscriptions. For the aforementioned Consumer products, learners pay in advance, and revenue is recognized ratably over the contract term once access has been granted to the learner, as learners have unlimited access to the course content during the contract term.

Consumer learners are entitled to a full refund up to two weeks after payment is received. We estimate and establish an allowance for refunds based on historical refund rates, which was immaterial as of December 31, 2025 and 2024.

We also generate Consumer revenue through contracts with universities where we facilitate the delivery of their bachelor’s and master’s degree programs or postgraduate diplomas. These contracts involve the performance of a number of promises, including but not limited to hosting the degree content on our learning platform, providing content authoring tools, course production support, marketing, and platform technical support services. The revenue we earn is dependent upon the number of learners enrolled and the tuition charged by the university. This is a form of variable consideration, and we estimate the amount of revenue using an expected value method. These estimates are refined each reporting period until the consideration becomes known, generally at the time the final term enrollment report is provided by the university.

There is no direct contractual revenue arrangement between Coursera and degree students, whose contractual arrangement is directly with the universities. In addition to the learning platform, the universities are obligated to provide their students with additional services, such as designing the curriculum, setting admission criteria, making admission and financial aid decisions, real-time teaching, independently awarding credits, certificates, or degrees, and providing academic and career counseling. For these reasons, the universities control the delivery of degrees hosted on our platform. We recognize only the service fee we receive from the universities as revenue.

Enterprise Revenue

We sell subscription licenses to businesses, organizations, governments, and educational institutions. These licenses provide their learners with the ability to enroll in courses and Specializations and receive certifications upon completion. Enterprise contracts are typically betweenone andthree years in length and consist of selling a fixed quantity of catalog licenses that grant each learner access to our learning platform and unlimited course enrollments over the license term. We recognize revenue ratably over the contract term once access has been granted to the Enterprise customer.

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Deferred Revenue

Deferred revenue, or contract liabilities, consists of consideration recorded in advance of performance obligations being delivered and is classified as current or non-current based on the related period in which services are expected to be provided.

Contract Acquisition and Fulfillment Costs

Contract acquisition costs consist of sales commissions and related payroll taxes associated with obtaining contracts with Enterprise customers.

Deferred Commissions

Contract acquisition costs are costs we incur that are directly related to securing a contract and are primarily related to sales commissions and related payroll taxes earned by our Enterprise sales forces. These costs are deferred and then amortized on a straight-line basis over the expected period of benefit. We amortize these costs over four years, as the commissions paid upon a contract renewal are not commensurate with the commissions paid on the initial contract, and as such, the sales contract term is not commensurate with the expected period of benefit. Sales commissions and related payroll taxes primarily paid for Enterprise contract renewals are amortized over the renewal term, which is generallytwo years. On an annual basis, weassess the expected period of benefit, considering the average contract term length, the life of the underlying technology, and other factors.

Deferred commissions and related payroll taxes are recorded within deferred costs or other assets in the Consolidated Balance Sheets, depending on the timing of the related amortization. They are amortized to sales and marketing in the Consolidated Statements of Operations.

Deferred Partner Fees

These fulfillment costs, which are paid to content creators in advance of completing our performance obligations, are recorded within prepaid expenses and other current assets or other assets in the Consolidated Balance Sheets, depending on the timing of the related revenue recognition. They are then amortized into cost of revenue ratably over the subscription term.

Cost of Revenue

Cost of revenue consists of content costs, which are typically fees paid to content creators, and expenses associated with the operation and maintenance of our platform. These expenses include the cost of servicing support requests from paid learners and content creators, hosting and bandwidth costs, amortization of acquired technology, internal-use software, and content assets, customer payment processing fees, and attributed facilities costs.

Fair Value Measurements

Fair value is defined as the price that would be received for an asset or the ‘exit price’ that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1— Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2— Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3— Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The classification of a financial asset or liability within the hierarchy is determined based on the lowest-level input that is significant to the fair value measurement.

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Concentrations of Risk

Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents. We only invest in high-credit-quality instruments and maintain our cash equivalents in fixed-income securities. We place our cash primarily with domestic financial institutions that are federally insured within statutory limits.

For the purpose of assessing the concentration of credit risk with respect to accounts receivable and significant customers, we treat a group of customers under common control or customers that are affiliates of each other as a single customer. For the years ended December 31, 2025, 2024, and 2023, we did not have any customers that accounted for more than 10% of our revenue. As of December 31, 2025 and 2024, we had one customer that accounted for 12% of our net accounts receivable balance for both years, which was collected within typical business terms.

Our business model relies on educational content and credentialing programs from content creators. Our largest content creator has global brand recognition and supplies a variety of in-demand content across multiple domains. The loss of, or significant reduction in, this partnership or one of our other large content creator relationships could have a material adverse effect on our financial position, results of operations, and cash flows.

Income Taxes

We are treated as a corporation under applicable federal and state income tax laws and are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our income tax expense and deferred tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.

We utilize the asset and liability method under which deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Balance Sheets, as well as from net operating losses (“NOLs”) and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided for under currently enacted tax law. The effect on deferred taxes of changes in tax rates and laws in future periods, if any, is reflected in the Consolidated Financial Statements in the period enacted. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We consider the available evidence, both positive and negative, including historical levels of income, expectations, and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. Certain of our earnings are indefinitely reinvested offshore and could be subject to additional income tax if repatriated. It is not practicable to determine the unrecognized deferred tax liability on a hypothetical distribution of those earnings.

Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. We recognize estimated tax liabilities when such liabilities are more likely than not to be sustained upon examination by the taxing authority. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense or cash flows in the period that determination is made.

We recognize interest and penalties related to income tax matters as a component of income tax expense in the Consolidated Statements of Operations.

Stock-Based Compensation Expense

We measure and recognize compensation expense for stock-based awards granted to employees, directors, and non-employees based on the estimated grant date fair value. Stock-based awards include restricted stock units (“RSUs”), stock options, performance stock units (“PSUs”), performance-based stock options (“PSOs”), and restricted stock awards as well as stock purchase rights granted to employees under our employee stock purchase plan (“ESPP Rights”).

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The fair value of RSUs, PSUs, and restricted stock awards is based on the fair value of our common stock on the grant date. We estimate the fair value of stock options and ESPP Rights using the Black-Scholes option-pricing model and PSOs using a Monte Carlo simulation model, which requires the use of the following assumptions:

Expected Term—The expected term represents the period that our stock-based awards are expected to be outstanding. For option grants considered to be “plain vanilla,” we determine the expected term using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options. For ESPP Rights, the expected term represents the term from the first day of the offering period to the purchase date.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the stock option or ESPP Rights.

Expected Volatility—The expected volatility for stock options is derived from the average historical stock volatilities of several unrelated public companies within our industry that we consider to be comparable to our business, and to the extent available, our historical volatility over a period equivalent to the estimated expected term. The expected volatility for ESPP Rights is based on the historical volatility of our common stock over the estimated expected term.

Dividend Yield—The expected dividend is assumed to be zero as we have never paid dividends and have no current plans to do so.

Stock-based compensation is generally recognized on a straight-line basis over the requisite service period, which usually matches the vesting period. Forfeitures are recognized as they occur. For our PSOs, we recognize stock-based compensation expense on a straight-line basis over the derived service period.

Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is computed using the two-class method required for participating securities.

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. In this calculation, common stock options, RSUs, PSUs, and ESPP Rights are considered to be common stock equivalents. However, they have been excluded from the calculation of diluted net loss per share attributable to common stockholders due to their anti-dilutive effect for the periods presented.

Comprehensive Loss

Comprehensive loss includes net loss and other comprehensive income (loss), net of tax. Other comprehensive income (loss), net of tax, refers to revenue, expenses, gains, and losses that, under GAAP, are recorded as an element of stockholders’ equity but are excluded from net loss.

Research and Development

Expenditures for the research and development of our technology and non-refundable contributions to develop content creator content are expensed when incurred, unless they qualify as internal-use software development costs. Research and development costs primarily consist of personnel costs, consulting services, content development contributions, and attributed facilities costs.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing in the Consolidated Statements of Operations. For the years ended December 31, 2025, 2024, and 2023, these costs were $106.5 million, $62.4 million, and $44.8 million.

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Foreign Currency

The majority of our sales contracts are denominated in U.S. dollars, and the functional currency of our international subsidiaries is also the U.S. dollar. We remeasure monetary assets and liabilities denominated in currencies other than the functional currency to the functional currency at period-end exchange rates. Foreign currency transaction gains and losses resulting from this remeasurement are recognized within other expense, net in the Consolidated Statements of Operations.

Recent Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities on an annual basis to disclose (1) specific categories in the tax rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU is effective for annual reporting periods beginning with our fiscal year ended December 31, 2025. This authoritative guidance can be applied either retrospectively or prospectively. We applied this guidance on a retrospective basis which resulted in expanded disclosures as presented in Note 7, Income Taxes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, on an annual and interim basis, of specified disaggregated information about certain costs and expenses. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. ASU 2024-03 will be effective for annual reporting periods beginning with our fiscal year ending December 31, 2027 and for interim reporting periods beginning with our fiscal quarter ending March 31, 2028, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient allows entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset. This ASU will be effective for annual reporting periods beginning with our fiscal year ending December 31, 2026, and for interim reporting periods beginning with our fiscal quarter ending March 31, 2027, with early adoption permitted. The amendments are to be applied prospectively. We are currently evaluating the impact ASU 2025-05 will have on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which aims to modernize the accounting for internal-use software costs by eliminating references to software development stages and introducing a new threshold for capitalization. Under the updated guidance, capitalization begins when (1) management authorizes and commits to funding the project and (2) it is probable that the project will be completed and the software will be used for its intended purpose. The ASU also provides enhanced guidance on evaluating the “probable-to-complete” threshold and consolidates website development cost guidance into Subtopic 350-40. This ASU will be effective for annual reporting periods beginning with our fiscal year ending December 31, 2028 and for interim reporting periods beginning with our fiscal quarter ending March 31, 2029, with early adoption permitted. The amendments may be applied prospectively, retrospectively, or using a modified retrospective approach. We are currently evaluating the impact ASU 2025-06 will have on our consolidated financial statements and related disclosures.

  1. REVENUE

Deferred Revenue

Revenue recognized during the years ended December 31, 2025, 2024, and 2023, which was included in the corresponding deferred revenue balance at the beginning of each year, was $160.4 million, $137.1 million, and $116.0 million.

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Remaining Performance Obligations

Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue in the Consolidated Balance Sheets and unbilled amounts that will be recognized as revenue in future periods. As of December 31, 2025, we had remaining performance obligations of $342.6 million and expect to recognize approximately 72% as revenue over the next 12 months and the remainder thereafter.

Costs to Obtain and Fulfill Contracts

The following table presents our capitalization and amortization of commissions and related payroll tax expenditures recorded within sales and marketing in the Consolidated Statements of Operations:

Year Ended December 31,
Commissions and related payroll tax expenditures:202520242023
Capitalization$11.7$15.0$17.1
Amortization15.415.112.3

Deferred commissions and related payroll tax expenditures, which are included in deferred costs and other assets, were as follows:

December 31, 2025December 31, 2024
Deferred costs, net$12.8$13.8
Other assets11.914.6
  1. INVESTMENTS

Investments Measured at Fair Value on a Recurring Basis

The following table summarizes our investments measured at fair value on a recurring basis by balance sheet classification and investment type:

December 31, 2025December 31, 2024
AmortizedCostFair Value - Level 1AmortizedCostFair Value - Level 1
Cash equivalents—U.S. Treasury securities$556.6$556.6$529.5$529.5
Cash equivalents—money market funds206.7206.7174.2174.2
Total cash equivalents$763.3$763.3$703.7$703.7

Gross unrealized and realized gains and losses related to our cash equivalents were not material for the years ended December 31, 2025, 2024, and 2023.

Investments Measured at Fair Value on a Nonrecurring Basis

In August 2023, we acquired an approximate 7% ownership interest in a privately held company, which is measured and accounted for using the fair value measurement alternative basis. This investment is classified within other assets in the Consolidated Balance Sheets. The carrying value of the investment was $1.7 million as of both December 31, 2025 and 2024.

Our existing equity investments are remeasured at fair value on a nonrecurring basis when an identifiable event or change in circumstance may have a significant adverse impact on its fair value. During the year ended December 31, 2024, we recognized an impairment loss of $1.0 million, within other expense, net in the Consolidated Statement of Operations, on a minority interest equity investment following a recapitalization event. No such events or changes occurred during the years ended December 31, 2025 or 2023.

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  1. CONSOLIDATED BALANCE SHEET COMPONENTS

Restricted Cash

The reconciliation of cash, cash equivalents, and restricted cash was as follows:

December 31, 2025December 31, 2024December 31, 2023
Cash and cash equivalents$792.6$726.1$656.3
Restricted cash, current—1.6—
Restricted cash, non-current0.80.71.8
Total cash, cash equivalents, and restricted cash$793.4$728.4$658.1

Accounts Receivable, Net

Accounts receivable, net consisted of the following:

December 31, 2025December 31, 2024
Billed accounts receivable, net of allowance for credit losses$58.0$55.4
Unbilled accounts receivable7.44.3
Accounts receivable, net$65.4$59.7

Property, Equipment, and Software, Net

Property, equipment, and software, net consisted of the following:

Estimated Useful LivesDecember 31, 2025December 31, 2024
Internal-use software and website development2 - 5 years$113.6$94.6
Computer equipment and purchased software2 years2.84.7
Leasehold improvementsShorter of useful life or remaining lease term1.10.7
Furniture and fixtures5 years0.80.5
Total property, equipment, and software118.3100.5
Less accumulated depreciation and amortization(74.9)(63.6)
Property, equipment, and software, net$43.4$36.9

The following table presents depreciation and amortization expense related to property, equipment, and software as well as the portion of amortization expense related to internal-use software and website development that is recorded within cost of revenue in the Consolidated Statements of Operations:

Year Ended December 31,
202520242023
Depreciation and amortization expense$19.5$19.6$19.3
Amortization expense for internal-use software and website development$18.5$17.8$16.9

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Intangible Assets, Net

Intangible assets, net consisted of the following:

December 31, 2025December 31, 2024
GrossCarryingValueAccumulatedAmortizationNetCarryingValueGrossCarryingValueAccumulatedAmortizationNetCarryingValue
Content assets$43.1$(16.0)$27.1$31.2$(7.6)$23.6
Developed technology8.4(8.4)—8.4(7.5)0.9
Intangible assets$51.5$(24.4)$27.1$39.6$(15.1)$24.5

Capitalization of content assets and amortization expense for intangible assets were as follows:

Year Ended December 31,
202520242023
Capitalization of content assets$12.4$18.2$6.2
Amortization expense for intangible assets$9.3$5.5$3.0

As of December 31, 2025, the weighted-average remaining amortization period was 3.0 years for content assets.

As of December 31, 2025, future expected amortization expense for intangible assets was as follows:

2026$9.0
20277.6
20285.8
20293.9
20300.8
Total$27.1
  1. LEASES

We have entered into various non-cancelable office space operating leases, with lease periods expiring through June 2030. These leases do not contain residual value guarantees, covenants, or other restrictions.

In August 2024, we entered into an operating lease agreement for office space in Mountain View, California to replace our existing headquarters lease, resulting in the recognition of an operating lease right-of-use asset and operating lease liability of $3.0 million. The lease term commenced in September 2024 and terminates in June 2030. The operating lease agreement includes an option to extend or terminate the lease, which is not reasonably certain to be exercised and, therefore, is not factored into the determination of lease payments.

The components of lease costs were as follows:

Year Ended December 31,
202520242023
Operating lease cost$0.9$4.8$5.5
Short-term lease cost0.80.80.9
Variable lease cost0.72.02.1
Sublease income(1)—(2.3)(2.7)
Total lease costs$2.4$5.3$5.8

(1) In May 2022, we entered into an agreement to sublease a portion of our existing office space in Mountain View, California, which commenced on June 1, 2022 and terminated on October 31, 2024.

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Future lease payments under our non-cancelable operating leases, excluding short-term leases, as of December 31, 2025 were as follows:

2026$1.7
20271.8
20281.2
20291.2
20300.6
Total lease payments6.5
Less imputed interest(0.8)
Present value of operating lease liabilities$5.7
Operating lease liabilities, current1.8
Operating lease liabilities, non-current3.9
Total operating lease liabilities$5.7

Supplemental cash flow information as well as the weighted-average remaining lease term and discount rate related to our operating leases were as follows:

Year Ended December 31,
202520242023
Cash paid for amounts included in the measurement of operating lease liabilities$0.7$6.5$8.5
Cash received for lease incentives0.8——
Operating lease ROU assets obtained in exchange for lease liabilities2.23.0—
December 31, 2025December 31, 2024
Weighted-average remaining operating lease term (in years)3.925.43
Weighted-average operating lease discount rate6.50%6.56%
  1. INCOME TAXES

The components of loss before income tax were as follows:

Year Ended December 31,
202520242023
Domestic$(55.4)$(84.0)$(118.5)
Foreign9.55.57.3
Total$(45.9)$(78.5)$(111.2)

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Income tax expense consisted of the following:

Year Ended December 31,
202520242023
Current taxes:
State$(0.1)$0.7$—
Foreign5.3—5.0
Total current$5.2$0.7$5.0
Deferred taxes:
Foreign$(0.1)$0.3$0.4
Total deferred$(0.1)$0.3$0.4
Total income tax expense$5.1$1.0$5.4

The reconciliation between the U.S. federal statutory income tax rate and our effective tax rate as a percentage of loss before income taxes was as follows:

Year Ended December 31,
2025 · 2024 · 2023
U.S. federal statutory tax rate$(9.8)21.0%$(16.0)21.0%$(23.4)21.0%
State and local income taxes*(0.5)1.2%(0.5)0.7%(1.2)1.1%
Effect of cross-border tax laws
GILTI——%——%(5.9)5.3%
Withholding tax(0.6)1.4%0.4(0.5)%(0.8)0.7%
Partnership income1.1(2.4)%——%——%
Other(0.1)0.1%——%——%
Tax credits
Research and development credits(2.5)5.4%(4.3)5.7%(12.2)10.9%
Changes in valuation allowances9.0(19.4)%(1.8)2.3%34.1(30.6)%
Nontaxable or nondeductible items
Base erosion payment waived(5.1)11.1%8.4(11.0)%——%
Stock-based compensation9.4(20.2)%13.7(18.0)%5.8(5.2)%
Other(0.2)0.5%0.2(0.3)%0.2(0.2)%
Other adjustments0.1(0.1)%(0.4)0.5%(0.1)0.1%
India
Withholding tax0.3(0.6)%(2.4)3.2%1.8(1.6)%
Other0.3(0.8)%0.1(0.2)%0.1(0.1)%
Peru
Withholding tax0.5(1.1)%0.5(0.6)%0.5(0.5)%
Other foreign jurisdictions2.0(4.5)%3.1(4.1)%1.6(1.4)%
Changes in unrecognized tax benefits1.2(2.6)%——%4.9(4.3)%
Total income tax expense$5.1(11.0)%$1.0(1.3)%$5.4(4.8)%

*Income taxes in California for 2023, 2024, and 2025 made up the majority (greater than 50%) of the state tax effect.

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Significant components of our deferred tax assets and liabilities consisted of the following:

December 31, 2025December 31, 2024
Deferred tax assets:
Net operating loss carryforwards$126.1$112.2
Capitalized research and development costs62.070.0
Research and development credits51.147.5
Stock-based compensation5.16.8
Transaction costs2.7—
Lease liabilities1.10.7
Deferred revenue1.00.8
Accruals and reserves1.21.3
Partnership income1.0—
Gross deferred tax assets251.3239.3
Valuation allowance(236.4)(224.4)
Total deferred tax assets$14.9$14.9
Deferred tax liabilities:
Deferred commissions(5.7)(6.6)
Depreciation and amortization(7.9)(6.8)
Operating lease ROU assets(0.8)(0.7)
Partnership income—(0.2)
Total deferred tax liabilities$(14.4)$(14.3)
Net deferred tax assets$0.5$0.6

Based on the weight of the available evidence, which includes our historical operating losses, lack of taxable income, and the accumulated deficit, we have a full valuation allowance against our U.S. federal and state deferred tax assets as of December 31, 2025 and 2024. The valuation allowance decreased by $12.0 million for the year ended December 31, 2025 and increased by $1.1 million for the year ended December 31, 2024.

As of December 31, 2025, U.S. federal and state NOL carryforwards were $537.6 million and $212.9 million, and U.S. federal and state research and development tax credit carryforwards were $46.3 million and $33.8 million. If not utilized, certain federal and state NOLs will begin to expire at various dates beginning in 2035 and 2031, respectively, while the federal research and development tax credit carryforwards will start to expire in various amounts beginning in 2033. State research and development tax credit carryforwards can be carried forward indefinitely.

Our NOL and tax credit carryovers may be subject to annual usage limitations, as promulgated by the Internal Revenue Service and similar state provisions, due to ownership changes that may have occurred in the past. These annual limitations may result in the expiration of NOLs and tax credits before utilization.

The federal NOL carryforwards generated after December 31, 2017 have an indefinite carryforward period and are subject to an 80% deduction limitation based upon taxable income prior to NOL deduction. Of the total federal NOL carryforwards as of December 31, 2025, $439.7 million are carried forward indefinitely but are limited to 80% of taxable income.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA provides for the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and restores certain favorable corporate tax provisions, such as the current deduction for U.S.-based research expenditures. The impact of the OBBBA was not material to our consolidated financial statements and related disclosures.

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Uncertain Tax Positions

As of December 31, 2025, the unrecognized tax benefits of $24.0 million, if recognized, would not have an impact on our effective tax rate. The activity related to the unrecognized tax benefits was as follows:

Year Ended December 31,
202520242023
Gross unrecognized tax benefits—beginning of period$22.7$22.5$16.4
Increases related to tax positions taken during current year1.42.35.0
Increases related to tax positions taken during prior years0.10.41.2
Decreases related to tax positions taken during prior years(0.2)(2.5)(0.1)
Gross unrecognized tax benefits—end of period$24.0$22.7$22.5

We recognize interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest and penalties recognized during the year ended December 31, 2025. Interest and penalties were not material during the years ended December 31, 2024 and 2023.

We file income tax returns subject to varying statutes of limitations. Due to our loss carryovers, the statutes of limitations remain open for all tax years since inception in our major tax jurisdictions. We believe that we have provided adequate reserves for income tax uncertainties in all open tax years. We are not currently aware of uncertain tax positions that could result in significant additional payments, accruals, or other material deviations in the next 12 months.

The amount of income taxes paid, net of refunds, were as follows:

Year Ended December 31,
202520242023
US State$0.8$—$0.3
Foreign
India1.71.12.0
Canada0.70.20.6
UK(0.1)0.71.2
Colombia0.40.50.2
Peru0.50.50.5
Saudi Arabia0.20.50.2
All other foreign1.81.81.4
Income taxes paid, net of amounts refunded$6.0$5.3$6.4
  1. NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share:

Year Ended December 31,
202520242023
Numerator:
Net loss$(51.0)$(79.5)$(116.6)
Denominator:
Weighted-average shares used in computing net loss per share—basic and diluted163.8157.4151.0
Net loss per share—basic and diluted$(0.31)$(0.51)$(0.77)

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The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:

Year Ended December 31,
202520242023
RSUs17.216.118.4
Common stock options11.19.111.2
PSUs0.60.3—
ESPP Rights0.10.20.1
Total29.025.729.7
  1. COMMITMENTS AND CONTINGENCIES

Purchase Obligations

Our purchase obligations primarily relate to a third-party cloud infrastructure agreement, subscription arrangements, and service agreements used to facilitate our operations. As of December 31, 2025, we hadno material firm purchase commitments in excess of one year. On January 14, 2026, we entered into a $10.5 million purchase commitment for cloud infrastructure capacity for a period of three years ending on December 31, 2028.

Legal Proceedings

From time to time, we may be subject to legal proceedings, as well as demands, claims, and threatened litigation. The outcomes of legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources, and other factors. Other than the matters described below, we are not currently party to any legal proceeding that we believe, as of the filing of this Annual Report on Form 10-K, could have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation or claim be resolved unfavorably.

Privacy Arbitration Matters

Law firms representing a significant number of purported claimants have threatened to file or filed arbitration demandsfor alleged violations of the Video Privacy Protection Act (“VPPA”) and allege, among other things, that without consent or knowledge of the plaintiffs, Coursera disclosed the video viewing history and certain other information of the plaintiffs to a third-party company and made similar disclosures without the knowledge or consent of other unidentified users. Certain firms also claim violations of the Electronic Communications Privacy Act, the California Invasion of Privacy Act, and/or various state wiretapping and unfair or deceptive practices laws. Under the VPPA, each claimant may be entitled to recover damages for each alleged violation of the VPPA, as well as punitive damages, attorneys’ fees and costs, and equitable relief. Without admitting to any liability or wrongdoing, we settled claims with a substantial portion of these claimants in the fourth quarter of 2024 for $4.7 million, for which we recovered the full amount with insurance proceeds.

Additionally, we entered into settlement agreements with the majority of the remaining claimants in May 2025 for $4.5 million, which we paid in July 2025. The remaining arbitration claims are not considered material. While we maintain insurance policies intended to provide coverage for the aforementioned claims and have notified our insurance carriers about these claims, there can be no assurance regarding if or to what extent our insurance may cover such claims or any future claims.

Legal fees related to these matters were insignificant during the year ended December 31, 2025 and $1.5 million during the year ended December 31, 2024.

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Indemnifications

In the normal course of business, we enter into contracts and agreements that contain a variety of representations and warranties and provide for the potential of general indemnification obligations. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any material claims and have not been required to defend any actions related to our indemnification obligations; however, we may record charges in the future as a result of these indemnification obligations. In addition, we have indemnification agreements with certain of our directors, executive officers, and other employees that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service with Coursera. The terms of such obligations may vary.

  1. STOCKHOLDERS’ EQUITY

Preferred Stock

We have authorized the issuance of 10.0 million shares of undesignated preferred stock with a par value of $0.00001 per share, with rights and preferences, including voting rights, to be designated from time to time by the Board. As of December 31, 2025, there wereno shares of preferred stock issued or outstanding.

Share Repurchase Program

On April 26, 2023, the Board approved a share repurchase program with authorization to purchase up to $95.0 million of our common stock, excluding commissions and fees. We funded these share repurchases with our existing cash and cash equivalents and completed the purchase authorization on May 7, 2024.

  1. EMPLOYEE BENEFIT PLANS

Stock Incentive Plans

In 2014, we adopted the Coursera, Inc. 2014 Executive Stock Incentive Plan, pursuant to which we granted a combination of incentive and non-statutory stock options and RSUs. The Executive Stock Incentive Plan was terminated in March 2021 in connection with the IPO but continues to govern the terms and conditions of the outstanding awards granted pursuant thereof. No further awards may be granted under the Executive Stock Incentive Plan.

In February 2021, we adopted the 2021 Stock Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on March 30, 2021 (collectively, the 2021 Plan, the ESPP, and the Executive Stock Incentive Plan are referred to as the “Plans”). The 2021 Plan provides for the granting of incentive and non-statutory stock options, RSUs, PSUs, and other equity-based awards. Pursuant to the ESPP, eligible employees may purchase shares of common stock through payroll deductions at 85 percent of the lower of the closing market price of our common stock on the date of commencement of the applicable offering period or on the last day of eachsix-month purchase period. The offering periods start on the first trading day on or after May 11 and November 11 of each year.

As of December 31, 2025,14.8 million shares and 6.0 million shares of our common stock were reserved for future issuance under the 2021 Plan and ESPP. In 2024, we began settling stock option exercises, vesting of RSUs, and ESPP purchases by reissuing shares of our common stock from treasury stock. In September 2025, we reissued all of our remaining treasury stock.

Under the ESPP, if the closing market price of our common stock on the purchase date of an ongoing offering falls below the closing market price of our common stock on the offering date of an ongoing offering, the ongoing offering terminates immediately following the settlement of ESPP Rights shares on the purchase date. Participants in the terminated offering are automatically enrolled in the new offering (an “ESPP Rights Reset”), triggering a revaluation of stock-based compensation expense and a modification charge to be recognized ratably over the new offering period if the revalued expense is greater than the original expense. During the years ended December 31, 2025, 2024, and 2023, we had ESPP Rights Resets that resulted in modification charges of $0.1 million, $6.1 million, and $3.1 million, which are being recognized ratably over the new offering periods.

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Leadership Transitions

As described in Note 1, Mr. Hart was appointed on February 3, 2025 (the “Start Date”) as our President, CEO, and a Class III director on our Board. Pursuant to the terms of his offer letter, the Board granted Mr. Hart new hire equity awards consisting of approximately 1.9 million RSUs,3.7 million service-based stock options, and 1.4 million performance-based stock options. The RSUs are scheduled to vest over four years, with 25% vesting on the first anniversary of the Start Date,6.25% vesting on February 15, 2026, and the remainder vesting in equal quarterly installments thereafter, subject to Mr. Hart’s continued employment through each vesting date. The service-based stock options have an exercise price of $7.81 per share and are scheduled to vest over four years, with 25% vesting on the first anniversary of the Start Date and the remainder vesting in equal quarterly installments thereafter, subject to continued employment. The performance-based stock options also have an exercise price of $7.81 per share and are scheduled to vest upon satisfaction of both service- and market-based vesting conditions. The service-based vesting condition is consistent with the vesting schedule of the service-based stock options, and the market-based vesting condition is satisfied when the trailing simple moving average closing price of the Company’s common stock over a 60-trading day period equals or exceeds $12.81 per share.

We estimated the grant date fair value of the service-based stock options utilizing the Black-Scholes option-pricing model, resulting in a fair value of $4.47 per share. The Black-Scholes model considers several variables and assumptions in estimating the fair value of options, including the exercise price, expected term, risk-free interest rate, and expected stock price volatility over the expected term.

The grant date fair value of the performance-based stock options was estimated using a Monte Carlo simulation model, resulting in a fair value of $4.91 per share and a derived service period of 1.8 years. We are recognizing the related stock-based compensation expense using the accelerated attribution method, which recognizes the fair value of each vesting tranche over the longer of the derived service period and contractual vesting period.

In connection with the CEO transition, we entered into separation and advisory agreements with our former CEO. The advisory agreement was effective through August 15, 2025. During the advisory period, he continued to vest in his stock awards, and the exercise period of his outstanding vested stock options was extended through August 3, 2026. The modification of his stock-based awards, coupled with a non-substantive service period, resulted in the recognition of $4.1 million of stock-based compensation expense during the year ended December 31, 2025. The separation agreement also included other benefits, which are not considered material.

Effective October 29, 2025, our Senior Vice President, Chief Financial Officer, and Treasurer resigned from these positions. Under the retention agreement entered into on January 29, 2025, his resignation qualified him for enhanced severance benefits. In connection with his departure, on October 30, 2025, we entered into a separation agreement and a one-year advisory agreement, which included a general release of claims. During the advisory period, his 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. As a result of the modification of his equity awards and our determination that the advisory period constitutes a non-substantive service period, we recognized $2.4 million of stock-based compensation expense during the year ended December 31, 2025. Other benefits provided under the separation and advisory agreements are not considered material.

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Stock Options

We grant stock options at prices equal to the grant date fair value. Typically, these stock options expireten years from the grant date and vest ratably over afour-year service period.

Stock option activity for the year ended December 31, 2025 was as follows:

Number ofSharesWeighted-AverageExercisePriceWeighted-AverageRemainingContractualTerm (in Years)AggregateIntrinsicValue
Balance—December 31, 20249.1$7.644.97$25.3
Granted5.27.81
Exercised(3.0)3.41
Canceled(0.2)18.07
Balance—December 31, 202511.1$8.636.54$6.1
Options vested5.3$9.243.86$6.1

Aggregate intrinsic value represents the difference between the exercise price of the stock options and the fair value of our common stock. The aggregate intrinsic value of stock options exercised was $19.9 million, $21.4 million, and $72.6 million for the years ended December 31, 2025, 2024, and 2023. The weighted-average grant date fair value of options granted for the years ended December 31, 2025, 2024, and 2023 was $4.59, $4.39, and $8.41.

RSUs and PSUs

RSUs have a service-based vesting condition, which is satisfied generally either (i) over four years with a 25% cliff vesting period afterone year and 6.25% vesting each quarter thereafter for new hires, or (ii) over four years with 6.25% vesting each quarter for new grants to existing employees. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period.

In 2024 and 2025, we granted PSUs to certain executives under the 2021 Plan. PSU grants have both performance and service-based vesting conditions. The ultimate number of units that will vest is determined based on the achievement of annual revenue against a pre-established target (with defined threshold and maximum amounts ranging from 50% to 150% of target). If annual revenue is below the threshold amount, none of the PSUs will vest. If annual revenue is equal to or exceeds the threshold amount,25% of the PSUs ultimately granted will vest afterone year, and 6.25% of the remaining PSUs will vest quarterly over the subsequent three years. The fair value of each unit is determined on the grant date, and the related stock-based compensation expense is recognized using the accelerated attribution method. We evaluate the vesting conditions on a quarterly basis and recognize stock-based compensation expense if the achievement of the performance condition is probable.

RSU and PSU activity for the year ended December 31, 2025 was as follows:

RSUs · PSUs
Number ofUnits · Weighted-AverageGrant Date Fair Value · AggregateIntrinsicValue · Number ofUnits · Weighted-AverageGrant Date Fair Value · AggregateIntrinsicValue
Unvested balance—December 31, 202416.1$12.82$136.70.3$14.36$2.2
Granted(1)12.28.100.57.94
Vested(2)(7.0)13.21(0.1)14.36
Forfeited(3)(4.1)11.75(0.1)9.70
Unvested balance—December 31, 202517.2$9.56$126.30.6$9.17$4.4

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(1) For PSUs, the amount presented as the number of units granted is based on the performance condition being achieved at the target level. Once the performance period is complete, the number of units that will vest may range from 0% to 150% of the target amount based on actual performance. As of December 31, 2025, based on attainment against the pre-established annual revenue target, 0.6 million units, or 110.66%. of the PSUs granted in 2025 are expected to vest in February 2026, subject to the performance attainment being certified following the filing of this Annual Report on Form 10-K.

(2) Includes the service-based vesting in the year ended December 31, 2025 of the 0.2 million units or 83.85% of PSUs granted in March 2024, certified as vested by our Human Resources and Compensation Committee in February 2025 based on attainment against the pre-established annual revenue target.

(3) Forfeited PSUs include awards forfeited due to the failure to meet service-based vesting conditions and those that did not satisfy the performance-based vesting condition. The latter represents the difference between the PSUs granted in March 2024 at target and the number of units vested based on the attainment against the pre-established annual revenue target.

The aggregate fair value of RSUs that vested was $67.4 million, $80.1 million, and $130.9 million for the years ended December 31, 2025, 2024, and 2023.

Stock-Based Compensation Expense

A summary of the weighted-average assumptions we utilized to record stock-based compensation expense for stock options granted is as follows:

Year Ended December 31,
202520242023
Fair value of common stock$7.81$7.81$14.72
Risk-free interest rate4.4%3.5%3.7%
Expected term (in years)7.16.16.1
Expected volatility55.4%56.2%57.3%
Dividend yield—%—%—%

The following table summarizes the assumptions used in estimating the fair value of ESPP Rights:

Year Ended December 31,
202520242023
Risk-free interest rate3.6% - 4.2%4.2% - 5.4%3.9% - 5.5%
Expected term (in years)0.5 - 2.00.5 - 2.00.5 - 2.0
Expected volatility53.6% - 64.2%40.2% - 72.3%39.2% - 61.0%
Dividend yield—%—%—%

Stock-based compensation expense is classified in the Consolidated Statements of Operations as follows:

Year Ended December 31,
202520242023
Cost of revenue$2.5$2.7$2.6
Research and development34.841.849.9
Sales and marketing20.828.131.3
General and administrative38.635.531.4
Restructuring related charges(1.6)—(5.6)
Total$95.1$108.1$109.6

We capitalized $7.7 million, $7.7 million, and $7.1 million of stock-based compensation related to our internal-use software during the years ended December 31, 2025, 2024, and 2023.

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The table below presents unrecognized employee compensation cost related to unvested shares and the weighted-average period over which it is expected to be recognized as of December 31, 2025:

December 31, 2025
Unrecognized employee compensation cost related to unvested sharesWeighted-average period over which the compensation is expected to be recognized(in years)
RSUs$140.42.6
Common stock options20.62.9
ESPP Rights3.20.8
PSUs2.53.2

Income tax benefits recognized from stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 were $0.5 million, $0.7 million, and $0.8 million due to cumulative losses and valuation allowances.

For the years ended December 31, 2025, 2024, and 2023, income tax benefits realized related to stock-based awards vested and exercised were $0.4 million, $0.6 million, and $1.3 million due to cumulative losses and valuation allowances.

Common Stock Reserved for Issuance

The following table presents total shares of our common stock reserved for future issuance:

December 31, 2025December 31, 2024
RSUs outstanding17.216.1
Stock options outstanding11.19.1
PSUs outstanding0.60.3
Shares available for future grants20.822.5
Total shares of common stock reserved49.748.0

401(k) Plan

We have a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. We made matching contributions of $1.5 million, $1.6 million, and $1.7 million to the 401(k) Plan for the years ended December 31, 2025, 2024, and 2023.

  1. RELATED PARTY TRANSACTIONS

We have an ongoing content sourcing agreement with DeepLearning.AI Corp (“DeepLearning.AI”), which is owned by our chairman and co-founder, Dr. Andrew Ng. This agreement was entered into in the ordinary course of business and subject to standard commercial terms. Fees associated with this agreement are included within cost of revenue in the Consolidated Statements of Operations. We recognized content fees under this agreement of $8.7 million, $8.6 million, and $7.4 million during the years ended December 31, 2025, 2024, and 2023. Related content liabilities were $4.1 million as of December 31, 2025 and 2024.

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  1. SEGMENT AND GEOGRAPHIC INFORMATION

Segment Information

As disclosed in Note 1, our CODM is our CEO. Under our CEO’s leadership, we have simplified our business model to better reflect our focus on serving adult learners at every stage. This includes a broad set of offerings that span from standalone courses to university degrees. These changes aim to ensure that our investments effectively serve a broad audience of learners. Beginning in fiscal year 2025, due to the simplification of our business model and the change in how our CODM assesses performance and allocates resources, we have identifiedtwo reporting segments: Consumer and Enterprise. This is also consistent with how we disaggregate revenue.

As a result of this change, our degree product has been incorporated into our Consumer segment as another product category that supports our learners. The segment reporting change does not impact our Enterprise segment or consolidated results. Prior-period segment information has been recast to conform to the current presentation.

The Consumer segment targets individual learners seeking to obtain hands-on learning, gain valuable job skills, receive professional-level certifications or degrees, and otherwise increase their knowledge to start or advance their careers. The Enterprise segment is focused on serving businesses, government organizations, and academic institutions by providing an online platform with access to job-relevant educational content enabling them to train, upskill, and reskill their employees, citizens, and students. The CODM measures the performance of each segment primarily based on its revenue and gross profit.

Our CODM primarily measures each segment’s performance based on revenue and gross profit. Segment gross profit, as presented below, is defined as segment revenue less segment content costs within cost of revenue. These costs are considered significant segment expenses that are regularly reviewed by our CODM. Other costs of revenue, including platform operation and maintenance costs, amortization of internal-use software and intangible assets, and stock-based compensation expense, are managed on an enterprise-wide basis and not reported by segment. In addition, we do not report operating expenses, other income (expense), net, or income tax expense (benefit) by segment because our CODM reviews this financial information on a consolidated basis.

Our CODM does not use segment-level asset information to assess performance or allocate resources. Therefore, we do not track our long-lived assets by segment. The geographic identification of these assets is provided below.

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Financial information for each reportable segment was as follows:

Year Ended December 31,
2025 · 2024 · 2023
Consumer · Enterprise · Consolidated · Consumer · Enterprise · Consolidated · Consumer · Enterprise · Consolidated
Revenue$502.2$255.3$757.5$455.8$238.9$694.7$416.2$219.6$635.8
Segment content costs193.977.2271.1183.875.0258.8172.269.2241.4
Segment gross profit$308.3$178.1$486.4$272.0$163.9$435.9$244.0$150.4$394.4
Segment gross profit margin61.4%69.8%64.2%59.7%68.6%62.7%58.6%68.5%62.0%
Other costs of revenue:
Platform operation and maintenance costs42.738.542.1
Amortization of internal-use software18.517.816.9
Amortization of intangible assets9.35.53.0
Stock-based compensation expense2.52.72.6
Cost of revenue$344.1$323.3$306.0
Gross profit$413.4$371.4$329.8
Gross profit margin54.6%53.5%51.9%

Geographic Information

Revenue

The following table summarizes the revenue by region based on the billing address of our customers:

Year Ended December 31,
202520242023
United States$384.7$368.6$340.7
Europe, Middle East, and Africa185.9166.3153.1
Asia Pacific108.989.782.3
Other78.070.159.7
Total$757.5$694.7$635.8

No single country other than the United States represented 10% or more of our total revenue during the years ended December 31, 2025, 2024, and 2023.

Long-lived Assets

The following table presents our long-lived assets, consisting of property, equipment, and software, net of depreciation and amortization, and operating lease ROU assets, by geographic region:

December 31, 2025December 31, 2024
United States$45.2$39.0
Rest of World2.70.9
Total$47.9$39.9

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  1. RESTRUCTURING RELATED CHARGES

In November 2022, we enacted a plan to reduce our global workforce to better align our cost structure and personnel needs with our planned business objectives, growth opportunities, and operational priorities at the time. During the year ended December 31, 2023, we made cash payments of $5.1 million related to this restructuring. We also recognized a reversal of stock-based compensation expense of approximately $5.6 million during the year ended December 31, 2023, resulting from the forfeiture of RSUs and stock options.

In January 2024, we implemented a plan to restructure our Enterprise segment sales force and recognized restructuring related charges of $2.1 million during the year ended December 31, 2024, all of which were paid within the same year.

In October 2024, we announced a commitment to further reducing overall expenses, focus our efforts, and prioritize future investments in key initiatives that we expect will drive long-term, sustainable growth. This initiative resulted in a reduction of our global workforce by approximately 9% creating capacity for targeted investments, as well as incremental profitability. During the year ended December 31, 2024, we recognized restructuring related charges of $6.8 million, mainly consisting of personnel expenses, such as severance and benefits. Related cash payments of $2.7 million were made in the year ended December 31, 2024. As of December 31, 2024, $4.5 million remained unpaid and was recorded primarily in accrued compensation and benefits in the Consolidated Balance Sheets.

During the year ended December 31, 2025, we recognized charges of $0.7 million, made cash payments of $5.2 million, and also recognized a reversal of stock-based compensation expense of $1.6 million due to the forfeiture of RSUs and stock options. As of December 31, 2025, there wereno remaining unpaid restructuring related charges.

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