Coursera, Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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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.
Jun 30, 2026 · Filed Aug 5, 2026
COUR$3.75+0.3%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001651562-26-000030
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001651562-26-000063
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 467 previous paragraphs and 485 current paragraphs.
331 unchanged; 102 reworded; 51 added; 32 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (51)
Current report
•our ability to successfully integrate with Udemy and realize the anticipated benefits of the merger with Udemy, in a timely fashion;
Current report
•changes in economic or other terms of our relationships with our content creators and other strategic partners;
Current report
•our ability to effectively leverage resellers and other strategic partners to sell and market our products;
Current report
•risks related to strategic investments in private companies, such as our Investment in LearnVector, including the potential for impairment charges and risks around our ability to realize the anticipated technological or commercial benefits of these investments;
Current report
If we do not successfully integrate Udemy into our organization, we may not realize the anticipated benefits of the Merger in a timely fashion, if at all, which could adversely affect our results of operations and financial condition.
Current report
On May 11, 2026, we completed the Merger with Udemy. Our ability to realize the anticipated benefits of the Merger is subject to a number of uncertainties and risks. The integration of two businesses with distinct operating models, technology platforms, and content partners is complex, costly, and time-consuming. We can provide no assurance that we will be able to successfully integrate our operations or otherwise realize the expected strategic, financial, and operational benefits of the Merger. Failure to do so could have a material adverse effect on our business and the market price of our common stock.
Current report
Key challenges to a successful integration include, but are not limited to, the following:
Current report
•The anticipated cost savings and synergies from the Merger are based on assumptions that may prove inaccurate. We may fail to identify all available cost-saving opportunities, or the synergies we have identified may take longer to capture, cost more to implement, or deliver less savings than projected. In some cases, achieving cost synergies may require upfront investment, restructuring charges, or headcount reductions that offset part of the expected benefit, such as the initiative announced in July 2026 (refer to Note 16, Subsequent events, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q). If the assumptions underlying our synergy estimates are wrong, or if we are unable to execute on identified opportunities, the Merger may not deliver the financial benefits that we expect, or in the anticipated timeframe. Furthermore, we will record a significant amount of goodwill and other intangible assets as a result of the Merger. If we fail to realize its anticipated benefits, we may be required to test these assets for impairment, which could result in a material non-cash charge to our earnings.
Current report
•We currently operate two separate Coursera and Udemy platforms with distinct technology stacks and content delivery systems. A central element of our strategy is to build an AI-native skills platform to deliver more personalized, effective, and measurable learning experiences for our learners and customers. Migrating users, content, and data to a unified platform could cause service disruptions, degrade the learner experience, or require higher capital expenditure than anticipated. If we cannot develop a unified platform, or choose not to do so, we would continue to operate and maintain two separate platforms, which would reduce or eliminate the expected synergies from the Merger and could limit our ability to deliver a consistent experience across our combined learner base.
Current report
•The Udemy content creation engine relies on approximately 95,000 expert instructors who develop their own content and set their own marketplace pricing. Any changes to revenue-sharing terms or platform policies as a result of integration could cause these content creators to reduce their activity or move to competing platforms, which would reduce the breadth of our offerings.
Current report
•Coursera’s content creators may reduce their engagement or terminate their relationships with us as a result of the Merger due to their perceived diminution of the Coursera brand or their own brand and increased competition for learner enrollment. In response to these factors, or due to a perceived shift in our strategic priorities, our content creators could choose to remove content from our platforms, not offer new content on our platforms, decline to renew their agreements, or seek alternative distribution channels for their content. The loss or degradation of these key partnerships would diminish the quality and exclusivity of our premium catalog, damage our brand differentiation, and have a material adverse effect on our business, financial condition, and results of operations.
Current report
•We serve Enterprise customers through subscription offerings on both our Coursera and Udemy platforms. Consolidating these programs requires a unified approach to pricing, contract terms, and account management. Changes to pricing, packaging, or service terms introduced to harmonize policies across the combined company could cause existing customers to reduce their spending or decline to renew, particularly if the changes are perceived as resulting in less favorable terms than those in place before the Merger. Customers who subscribe to both platforms may also reduce total spending across the combined company’s offerings by consolidating their subscriptions.
Current report
•Our two platforms reach learners and Enterprise customers through different channels and with different value propositions. The model for our Coursera platform generally emphasizes credentialed programs through institutional partners, while the model for our Udemy platform relies on broad course selection and creator-driven content. Aligning these go-to-market strategies without undermining the value proposition that each platform's customers and partners expect will require careful coordination. Missteps in positioning, branding, or channel strategy could confuse the market, alienate institutional partners, or reduce learner engagement.
Current report
•Combining workforces with different corporate cultures, compensation structures, and geographic footprints may take longer or cost more than we anticipate. The process may also result in the loss of key personnel.
Current report
•Integration requires management attention and resources, which may limit our ability to pursue other business opportunities that may be beneficial to us.
Current report
The occurrence of any of these risks could have a material and adverse effect on our business, financial condition, and results of operations, and could prevent us from realizing the full, or any, benefits of the Merger.
Current report
Changes to the economic or other terms of our relationships with content creators could materially and adversely affect our business, financial condition, and results of operations.
Current report
Our offerings through the Udemy platform also rely on a large population of content creators who publish content as independent contractors and without any binding obligation to create, deliver or maintain content. These content creators can reduce their output, stop publishing new content, or leave our platforms at any time. Our ability to retain and attract these content creators depends on factors including the revenue share and other economic terms we offer, the volume and quality of learner demand we deliver to their courses, the tools and support we provide, and the competitive alternatives available to them. Changes we make to our platform policies, revenue share allocation, fee structures, or content standards may cause these content creators to reduce their engagement or leave the platform. The loss of a significant number of these content creators, or of content creators who produce our most popular or highest-rated content, could reduce the breadth, quality, and freshness of our content catalog, make our platforms less attractive to learners and enterprise customers, and materially and adversely affect our business, financial condition, and results of operations.
Current report
We also enter into strategic and commercial relationships with third parties that support the development, localization, marketing, distribution, integration, or delivery of our content, programs, products, and services, as well as our expansion into new markets and distribution channels. For example, we may partner with third-party platforms and technology providers, such as OpenAI/ChatGPT to make our learning content available directly through their products and services, including by embedding or integrating our content into third-party AI-powered experiences. These relationships may require significant investments of time and resources, may create dependencies on our partners’ technology, platforms, policies, and business priorities, and may not generate the anticipated strategic, commercial, or operational benefits. Our partners may fail to perform as expected, modify or discontinue relevant products or integrations, change the terms or visibility afforded to our content, pursue competing relationships, experience financial, technical, regulatory, or operational difficulties, or terminate or decline to renew their arrangements with us. If we are unable to successfully establish, manage, maintain, or replace these relationships, we may experience disruptions in the availability or distribution of our content, increased costs, lost revenue or business opportunities, customer dissatisfaction, or reputational harm.
Current report
We leverage resellers and other strategic partners to sell and market our products, and their failure to perform effectively could harm our revenue and reputation.
Current report
We rely on resellers and other strategic partners to sell and market our products in certain geographies and expect these relationships to become an increasingly important part of our business. In some markets, we have granted exclusive distribution rights for Udemy Business to a single reseller. For example, Benesse is our exclusive Udemy Business reseller in Japan. As a result, our revenue in those markets depends on the performance and commitment of our reseller partners.
Current report
Identifying, negotiating with, and retaining effective partners requires substantial time and resources. Our growth could be impaired if we are unable to:
Current report
•negotiate partnership terms that provide sufficient incentives for partners to actively promote our products;
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•enter into and maintain relationships with a sufficient number of qualified partners in each region where we sell products;
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•prevent partners from prioritizing competitors' products over ours; or
Current report
•replace partners that we lose or that reduce their level of business with us.
Current report
Furthermore, our resellers operate independently, and we do not exercise control over their day-to-day operations or commercial practices. Any misconduct, ethical breach, or regulatory non-compliance by a partner—including violations of applicable laws, anti-corruption rules, or standard commercial practices—could disrupt the distribution of our platforms in affected markets, reduce platform usage, and damage our brand reputation. We may also face direct legal or regulatory liability as a result of a reseller's actions.
Current report
The loss of a reseller, a material reduction in a reseller’s sales efforts, or a compliance failure by any partner could reduce our revenue in the affected geography or distribution channel and negatively affect our business, financial condition, and results of operations.
Current report
A core component of our strategy is to develop, integrate, and scale AI-enabled features and capabilities across our platforms and offerings and to build an AI-native skills platform to deliver more personalized, effective, and measurable learning experiences for our learners and customers. In addition, we have, and may in the future, seek to accelerate our AI strategy through strategic investments, partnerships, and other collaborations. Our future competitiveness depends in significant part on our ability to successfully design, build, deploy, and scale these AI capabilities in a timely, reliable, and cost-effective manner. Developing and operationalizing AI is complex and resource-intensive, exposing us to technical, operational, and financial challenges, including costs related to high computing infrastructure and specialized talent, competition for specialized talent, dependence on third-party model providers and other AI technologies, including those developed by companies in which we make strategic investments, and the difficulty of integrating new capabilities with our existing platforms and legacy systems, and the need to continuously retrain, evaluate, and improve our models. In addition, our ability to realize the anticipated benefits of our strategic investments and partnerships depends on factors that may be outside of our control, including the successful execution of such relationships, the development and commercializations of technologies and products, the financial condition and operational performance of our strategic partners, and the effective integration of technologies and products into our platform. We may be unable to develop or deploy AI features on our planned timelines, at the scale our learners and customers expect, or at all.
Current report
Even if we successfully developed, licensed, integrated, or deployed AI-enabled features, including those from third parties, they may not perform as intended. They may produce inaccurate, biased, harmful, or otherwise objectionable outputs, may infringe third party intellectual property, may fail to achieve market or user acceptance, or may not deliver the efficiency, engagement, or learning outcomes we expect. Any failure, delay or perceived deficiency in our AI capabilities could cause user dissatisfaction, lost commercial opportunities, reputational harm, and increased costs, any of which could materially and adversely affect our business, results of operations, financial condition, and prospects. In addition, the deployment of AI subjects us to evolving global legal, regulatory, ethical, intellectual property, privacy, and security risks, which may constrain our product roadmap, increase our costs, and expose us to liability.
Current report
From time to time, we make strategic investments in private companies where we do not have the ability to exercise significant influence. For example, in July 2026, we made a strategic equity Investment in LearnVector, a privately-held AI-native learning company for an aggregate purchase price of $100 million, representing 33.33% of the ownership interest in LearnVector on a fully diluted basis as of the date of the Investment. If the value of any such equity investments were to decline, it could adversely affect our results of operations and financial condition. These investments carry inherent risk, including:
Current report
•Financial Risk and Impairment. Investments in private, often early-stage, companies are illiquid and their valuations are uncertain. If we determine an investment's value has declined below its carrying cost, we must recognize an impairment charge. Given the potential size of our investments, such as in LearnVector, any impairment charge could be material to our results of operations.
Current report
•Failure to Realize Strategic Benefits. Some of these investments are made with the expectation of certain strategic benefits, such as access to new technology or commercial partnerships. However, we may not realize the expected benefits from these investments. The investee company may prove to be unsuccessful or its strategic direction may diverge from ours, preventing us from achieving our objectives, even if the investment is not financially impaired.
Current report
•High-Risk Company Profiles. Many of our portfolio companies are early-stage and may have limited cash, unproven products, and unaudited financial statements, increasing the overall risk of investment failure.
Current report
•Dependence on Liquidity Events. Our ability to exit these investments typically depends on a future liquidity event, such as a public offering or acquisition, which is not guaranteed to occur.
Current report
In addition, the rapid advancement and adoption of AI and other emerging technologies are changing the skills required across our workforce, and our future performance depends in part on our ability to develop, reskill, and upskill our employees to work effectively with these technologies. If we fail to invest adequately in employee training and skill development, or if our talent-development initiatives do not keep pace with technological change, our employees' skills may become outdated, our ability to develop, deploy, and scale artificial intelligence-enabled products and capabilities may be impaired, and we may experience increased attrition as employees seek roles elsewhere that they perceive to offer greater skill development, career advancement, or exposure to emerging technologies. Any resulting loss of talent, skills gaps, or diminished organizational capability could reduce our competitiveness, increase our recruiting and training costs, and adversely affect our business, financial condition, and results of operations.
Current report
In addition, we operate with a geographically distributed and substantially remote and hybrid workforce across multiple countries and time zones. While this model expands our access to talent, it also presents challenges relating to coordination, communication, collaboration, supervision, productivity, information security, maintaining our company culture, and preserving operational excellence across dispersed teams. If we are unable to manage the complexity of a distributed workforce effectively, coordinate work across locations and time zones, or maintain employee engagement and accountability in a remote and hybrid environment, our operational effectiveness, execution of strategic priorities, and ability to scale our business could be adversely affected.
Current report
Our development, deployment, and use of AI subject us to rapidly evolving and increasingly stringent laws, regulations, and ethical expectations globally. In March 2024, the European Commission adopted the Artificial Intelligence Act (the “AI Act”), which has rolling deadlines with full effect by 2027, will impose significant compliance obligations and fines on operators of AI systems, and may classify certain uses of AI in an educational context as high risk, substantially increasing our compliance burden and potentially limiting the feasibility of certain use cases. A growing body of U.S. federal and state measures likewise addresses AI, automated decision-making, transparency, and the use of copyrighted materials in AI training. These requirements are inconsistent across jurisdictions and subject to change and differing interpretation. AI systems also present governance and ethical risks relating to bias, inaccuracy, “hallucination,” lack of transparency, and the generation of infringing, harmful, or otherwise objectionable outputs. If our AI governance and oversight practices are, or are perceived to be, inadequate, or if we fail, or are perceived to fail, to comply with applicable AI-related laws, regulations, or ethical expectations, we could be subject to enforcement actions, litigation, fines, restrictions on how we develop or deploy AI, increased costs, loss of trust, and reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations.
Current report
The IP status of content generated by AI is uncertain and continues to evolve. Works generated by, or with the assistance of, AI may not be eligible for copyright, patent, or other IP protection in the United States or other jurisdictions, or may be subject to disputed or unclear ownership, which could limit our ability to protect, enforce, or commercialize AI-generated features, content, or other outputs and could allow third parties to use or replicate them without restriction. In addition, the terms on which we license or access third-party AI models, tools, or training data may not afford us ownership of, or adequate rights in, the resulting outputs, and may impose restrictions or indemnification obligations that constrain how we develop, deploy, or monetize our AI-enabled offerings.
Current report
If our goodwill or intangible assets become impaired, we may be required to record a significant charge against earnings.
Showing the first 40 of 51 passages. Open the source sections for the rest.
Removed paragraphs (32)
Previous report
•the expected timing and realization of the expected benefits of our Merger with Udemy;
Previous report
•our ability to complete the Merger and the impact of such failure on our business and financial results and the price of our common stock;
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•the Merger Agreement contains contractual restrictions to pursue alternatives to the Merger and provisions that could require us to pay a termination fee or other amounts to Udemy;
Previous report
•business uncertainties and contractual restrictions while the Merger is pending;
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•the impact of lawsuits filed in connection with the Merger, if any, resulting in substantial costs and/or delaying or preventing the completion of the Merger;
Previous report
•changes in contractual terms with our content creators, including with respect to pricing or contract length;
Previous report
We may from time to time make equity investments in private companies where we do not have the ability to exercise significant influence over results. Investments in private companies are inherently risky. The companies in which we may invest include early-stage companies that may still be developing products and services with limited cash to support the development, marketing, and sales of their products, and whose financial statements are often unaudited. Further, our ability to liquidate such investments will typically be dependent on a liquidity event, such as a public offering or acquisition, as no public market currently exists for the securities held in the investees. Valuations of privately held companies are inherently complex and uncertain due to the lack of a liquid market for the securities of such companies and the potential lack of comparable acquisitions in the market as a comparison for such valuations, among other factors. If we determine that any of our investments in such companies have experienced a decline in value, we will recognize an impairment expense to adjust the carrying value to its estimated fair value. Negative changes in the estimated fair value of private companies in which we invest could have a material adverse effect on our results of operations and financial condition.
Previous report
Furthermore, future laws, rules, and regulations with respect to AI in the U.S. or internationally may significantly impact our business. In March 2024, the European Commission adopted the Artificial Intelligence Act (“AI Act”), which has rolling deadlines with full effect of all provisions by 2027. The AI Act will introduce significant compliance obligations and regulatory fines for breaches on all operators of AI systems. A particular risk of the AI Act is the potential classification of certain uses of AI systems in an educational context as high risk, significantly increasing the compliance burden associated with running such AI systems and which may bring into question the feasibility of operating AI systems for certain use cases.
Previous report
Risks Relating to our Combination and Merger Agreement with Udemy, Inc.
Previous report
The Merger may not be completed, the Merger Agreement may be terminated in accordance with its terms, and failure to complete the Merger could negatively impact the price of shares of our common stock, as well as our future businesses and financial results.
Previous report
On December 17, 2025, we, Merger Sub and Udemy entered into the Merger Agreement, which provides for our combination with Udemy in an all-stock transaction. The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger. These conditions to the completion of the Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.
Previous report
If the Merger is not completed for any reason, our business and financial results may be adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including: (i) we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock, (ii) we may experience negative reactions from our learners, customers, partners, and other third parties with whom we do business, which in turn could affect our marketing operations or our ability to compete for new business or obtain renewals in the marketplace more broadly, (iii) we may experience negative reactions from employees, (iv) we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees, and (v) we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and financial results may be adversely affected.
Previous report
The Merger Agreement limits our ability to pursue alternatives to the Merger, may discourage other companies from trying to acquire us and, in specified circumstances, could require us to pay Udemy a termination fee.
Previous report
The Merger Agreement contains provisions that may discourage a third party from submitting a proposal to acquire us that may be more beneficial to us and our stakeholders than the Merger or may result in a potential acquirer proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay. The Merger Agreement further provides that under specified circumstances, including after a change of recommendation by our board of directors and a subsequent termination of the Merger Agreement by Udemy in accordance with its terms, we may be required to pay Udemy a cash termination fee of $40.5 million. In addition, if the Merger Agreement is terminated under specified circumstances and we enter into an agreement for or consummate an alternate transaction within one year following such termination, we may be required to pay Udemy a cash termination fee of $40.5 million. Further, if the Merger Agreement is terminated under specified circumstances after the requisite approval of our stockholders is not obtained at our stockholder meeting, we may be required to pay Udemy a transaction expense reimbursement of $8 million.
Previous report
Our business relationships may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on our business, financial condition, cash flows and results of operations.
Previous report
Parties with whom we do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships following the Merger. Our business relationships may be subject to disruption as our customers, partners, and other third parties with whom we do business may attempt to delay or defer entering into new business relationships or negotiate changes in existing business relationships. These disruptions could have a material and adverse effect on our business, financial condition, cash flows and results of operations, regardless of whether the Merger is completed. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.
Previous report
Uncertainties associated with the Merger may cause a loss of our management personnel and other key employees, or impact our ability to attract or retain content creators, which could adversely affect our future business and operations.
Previous report
We depend on the experience and industry knowledge of our officers and other key employees to execute our business plans. Our success after the Merger will depend in part on our ability to retain key management personnel and other key employees. Our current and prospective employees may experience uncertainty about their roles following the Merger or other concerns regarding the timing and completion of the Merger or our operations following the Merger, any of which may have an adverse effect on our ability to retain or attract key management and other personnel, regardless of whether the Merger is completed. If we are unable to retain personnel, including our key management, who are critical to our future operations, we could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger. No assurance can be given that we, following the Merger, will be able to retain or attract key management personnel and other employees to the same extent that we have previously been able to retain or attract our employees.
Previous report
Additionally, our business depends in part on our ability to attract and retain content creators. If we are unable to retain or attract content creators, including as a result of uncertainty related to the Merger, we could face disruptions in our operations, loss of existing learners or customers and unanticipated additional costs. In addition, the loss of content creators could diminish the anticipated benefits of the Merger. No assurance can be given that we, following the Merger, will be able to retain or attract content creators to the same extent that we have previously been able to retain or attract our content creators.
Previous report
The Merger Agreement subjects us to restrictions on our business activities prior to the Effective Time.
Previous report
Under the Merger Agreement, we face several restrictions until the Merger is complete. We cannot enter into certain corporate transactions or take other specified actions without Udemy’s consent. We must also use our reasonable best efforts to continue our business operations in the ordinary course. If the Merger’s completion is delayed, these restrictions will continue to apply for a longer period, which could prevent us from pursuing attractive business opportunities that arise.
Previous report
We expect to incur significant costs in connection with the Merger, which may exceed the costs we anticipate.
Previous report
We have incurred and expect to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees. We will bear many of these costs even if the Merger is not completed.
Previous report
Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial expenses.
Previous report
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our financial condition. Plaintiffs who sue us or our directors could seek injunctive or other equitable relief, including an order to rescind parts of the Merger Agreement or prevent the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction issued by a governmental entity of competent jurisdiction shall be in effect and no law shall have been enacted by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect our business, financial condition, cash flows and results of operations.
Previous report
We may fail to realize all of the anticipated benefits of the Merger, or those benefits may take longer to realize than expected due to factors that may be outside our control or Udemy’s control. We may also encounter significant difficulties in integrating Udemy.
Previous report
We may fail to realize the anticipated benefits of the proposed Merger, including, among other things, anticipated revenue and cost synergies, due to factors that may be outside either party’s control. These factors include, but are not limited to, difficulties in integrating our and Udemy’s businesses, greater than expected costs or dis-synergies, changes in laws or regulations or the implementation or interpretation of laws or regulation due to changes in government or general economic, political, legislative or regulatory conditions.
Previous report
Both parties have operated and, until the completion of the Merger, will continue to operate, independently. The success of
Previous report
the Merger including anticipated benefits and cost savings, will depend, in part, on our ability to successfully integrate Udemy’s operations and employees in a manner that results in various benefits and that does not materially disrupt existing
Previous report
customer relationships or materially decrease revenues due to loss of customers, as well as our ability to successfully integrate Udemy into our compliance systems and corporate culture. The costs of this integration may be greater than anticipated and the benefits thereof may take longer than expected to realize. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of our businesses following the completion of the Merger. Inconsistencies in standards, controls, procedures and policies between us and Udemy could adversely affect us following the completion of the Merger. The diversion of management’s attention and any delays or difficulties encountered in connection with the Merger and the integration of Udemy’s operations could have an adverse effect on our business, financial condition, operating results and prospects.
Previous report
An inability to realize the full extent of the anticipated benefits of the Merger, as well as any delays encountered in the integration process, could have an adverse effect on our revenues, levels of expenses and operating results following the completion of the Merger.
Reworded paragraphs (102)
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•our ability to maintain and expand our partnerships with our content creators;
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•our ability to maintain and expand our partnerships with our content creators and other strategic partners;
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•our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements;
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•our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements, including our ability to build, deploy, and scale AI across our platforms;
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•our ability to successfully execute acquisitions or other strategic transactions;
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•our ability to successfully execute acquisitions or other strategic transactions, including investments in private companies;
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•any disruption or failure of our platform or operations, including as a result of geopolitical crises, natural disasters, public health crises, or other catastrophic events;
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•any disruption or failure of our platforms or operations, including as a result of geopolitical crises, natural disasters, public health crises, or other catastrophic events;
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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 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.
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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 platforms 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.
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•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, as well as learners who access the content and credentialing programs available on our platform;
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•our ability to maintain existing customers and attract new customers, including businesses, government organizations, academic institutions, and other organizations that subscribe to our Enterprise platforms, as well as learners who access the content and credentialing programs available on our platforms;
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•changes in, or trends affecting, subscriptions to our platform from businesses, government organizations, academic institutions, and other organizations;
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•changes in, or trends affecting, subscriptions to our platforms from businesses, government organizations, academic institutions, and other organizations;
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•changes in the rate, volume, quality, and demand for new content and credentialing programs created and offered by our content creators on our platform;
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•changes in the rate, volume, quality, and demand for new content and credentialing programs created and offered by our content creators on our platforms;
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•the timing and breadth of platform subscription discounts and promotions;
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•the timing and breadth of platforms subscription discounts and promotions;
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•costs necessary to improve and maintain our platform and compete on the basis of emerging technologies and functionality;
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•costs necessary to improve and maintain our platforms and compete on the basis of emerging technologies and functionality;
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•maintaining and increasing a base of learner, customer, or content creators using our platform;
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•maintaining and increasing a base of learners, customers, or content creators using our platforms;
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•avoiding interruptions or disruptions in the service of our platform;
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•avoiding interruptions or disruptions in the service of our platforms;
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•maintaining and enhancing the value of our reputation and brand;
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•maintaining and enhancing the value of our reputation and brands;
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•attracting, hiring, and retaining qualified personnel to manage our operations and further develop our platform;
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•attracting, hiring, and retaining qualified personnel to manage our operations and further develop our platforms;
Previous wording
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, 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.
Current wording
As a result of the evolving scope of our industry, business and offerings, as 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.
Previous wording
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, 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 as these technologies could enable organizations and individuals to use generative AI systems to perform tasks directly, potentially reducing the need for human learning or training altogether, or generate their own educational and training content.
Current wording
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 platforms, their adoption and renewal rates, the rate at which they expand their engagement with our platforms, the size and growth rate of the market for our 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. Generative AI technology may also make it 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 systems may reduce or eliminate the need for dedicated online learning solutions altogether by enabling organizations and individuals to use generative AI systems to perform skilled tasks directly, acquire skills through AI-assisted interaction, or generate their own educational and training content without relying on a dedicated learning platform.
Previous wording
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 platform will also increase. If the market for online learning solutions does not grow as we expect, or our platform does 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.
Current wording
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 platforms will also increase. If the market for online learning solutions does not grow as we expect, or our platforms do 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.
Previous wording
We collaborate with our content creators to deliver a broad portfolio of educational content and credentials on our platform. 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 Consumer and 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 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.
Current wording
We collaborate with our content creators to deliver a broad portfolio of educational content and credentials on our 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 Enterprise and Consumer offerings to help fund our ongoing investments in our 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.
Previous wording
If we fail to establish, maintain, and expand our content creator relationships, our ability to grow our business and revenue will suffer.
Current wording
If we fail to establish, maintain, and expand our relationships with content creators and other strategic partners, our ability to grow our business and revenue will suffer.
Previous wording
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, 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.
Current wording
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 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. The loss of or reduction in content and programs from 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.
Previous wording
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. 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.
Current wording
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 platforms. Many learners initially sign up for the freemium version of our platforms or free trials. If learners do not expand beyond our free offerings or certain use cases, our financial results may be adversely affected.
Previous wording
•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.
Current wording
•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 platforms.
Previous wording
•Lack of interest in the offerings, features, services, certifications, degrees, or other credentials offered on our platform. 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.
Current wording
•Lack of interest in the offerings, features, services, certifications, degrees, or other credentials offered on our 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.
Previous wording
•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, 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.
Current wording
•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 platforms, can influence learner satisfaction levels. Learner dissatisfaction that is shared through word of mouth or online platforms may also negatively affect the perceptions of potential new learners and negatively impact our learner acquisition efforts.
Previous wording
•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 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.
Current wording
•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 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.
Previous wording
•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 decision-making.
Current wording
•General economic conditions. Enrollment in the courses and credentialing programs offered on our platforms 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.
Previous wording
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements, our platform may become less competitive.
Current wording
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements, including our ability to build, deploy, and scale AI across our platforms, our market competitiveness and financial results could be adversely affected.
Previous wording
Our future success depends on our ability to adapt and enhance our platform. To attract new learners, customers, and content creators and increase revenue from our existing base, we will need to continuously enhance and improve our offerings to meet their needs at prices that our learners and customers are willing to pay. Such efforts will require adding new functionality and responding to technological advancements, which will increase our costs of research and development as well as sales and marketing. If we are unable to develop educational content that addresses learners’ and customers’ needs, or enhance and improve our platform in a timely manner, or if we fail to provide adequate safeguards and quality assurance related to the use of new technological advancements, we may not be able to maintain or increase market acceptance and use of our platform. Further, some of our competitors expend a considerably greater amount of funds on their research and development programs, and their sales and marketing practices, and those that do not may be acquired by larger companies that could allocate greater resources to our competitors’ research and development programs. If we fail to maintain adequate research and development resources or compete effectively with the research and development programs of our competitors, our business could be harmed.
Current wording
Our future success depends on our ability to adapt and enhance our platforms. To attract new learners, customers, and content creators and increase revenue from our existing base, we must continuously enhance and improve our offerings to meet evolving market demands at competitive price points. Such efforts require adding new functionality and responding to technological advancements, which may significantly increase our research and development as well as sales and marketing expenditures. If we are unable to develop educational content that addresses learners’ and customers’ needs, or enhance and improve our platforms in a timely manner, or if we fail to provide adequate safeguards and quality assurance related to the use of new technological advancements, market adoption of our platforms may decline. Furthermore, some of our competitors possess substantially greater financial, technical and research and development resources,or may be acquired by larger enterprises capable of directing greater resources to research and development. If we cannot maintain adequate research and development resources or compete effectively against competitor innovation, our business could be harmed.
Previous wording
Our ability to grow also depends on our ability to anticipate and effectively respond to threats and opportunities from future disruptive technologies and developments. If new technologies, including AI-driven advancements, emerge that can discover or deliver educational programs more effectively, efficiently, conveniently, securely, or at lower costs, enhancing plagiarism prevention, learner identity validation, or content relevance, and if we, or our content creators, fail to adopt such technologies promptly, our competitiveness could suffer. Delayed adoption or competitor advances in cost-effective technologies or offerings could materially or adversely impact our operating results, growth, and financial condition.
Current wording
Additionally, our ability to grow depends on our ability to anticipate and effectively respond to threats and opportunities presented by disruptive technologies and developments. If new advancements, including AI-driven advancements, emerge that can discover or deliver educational programs more effectively, efficiently, conveniently, securely, or at lower costs, enhancing plagiarism prevention, learner identity validation, or content relevance, and if we, or our content creators, fail to adopt such technologies promptly, our competitiveness could suffer. Delayed technology adoption or competitor advances in cost-effective learning tools could adversely impact our operating results, growth, and financial condition.
Previous wording
We have experienced growth and demand for our product offerings in both our Consumer and 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 content 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 content 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.
Current wording
We have experienced growth and demand for our product offerings in both our Enterprise and Consumer 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 platforms and technology-enabled services, increase the volume of new educational content and credentialing programs developed by our content 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 content 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.
Previous wording
The scalability and flexibility of our platforms depend on the functionality of our technology and network infrastructure, as well as our ability to handle increased traffic and demand for bandwidth. The growth in the number of learners and customers using our platform, coupled with the increase in educational content available through our platform, has led to an increase in the amount of data and the number of requests that we process.
Current wording
The scalability and flexibility of our platforms depend on the functionality of our technology and network infrastructure, as well as our ability to handle increased traffic and demand for bandwidth. The growth in the number of learners and customers using our platforms, coupled with the increase in educational content available through our platforms, has led to an increase in the amount of data and the number of requests that we process.
Previous wording
These activities will require significant capital expenditures and allocation of valuable management and employee resources. We may be unable to effectively manage any future growth in an efficient, cost-effective, or timely manner, or at all, which could negatively affect our financial results and profit margins. Any failure to successfully implement systems enhancements and improvements could negatively impact our ability to manage our expected growth, ensure uninterrupted operation of key business systems, and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our business and operations globally, the quality of our platform could suffer, which would negatively affect our reputation, results of operations, and overall business.
Current wording
These activities will require significant capital expenditures and allocation of valuable management and employee resources. We may be unable to effectively manage any future growth in an efficient, cost-effective, or timely manner, or at all, which could negatively affect our financial results and profit margins. Any failure to successfully implement systems enhancements and improvements could negatively impact our ability to manage our expected growth, ensure uninterrupted operation of key business systems, and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our business and operations globally, the quality of our platforms could suffer, which would negatively affect our reputation, results of operations, and overall business.
Previous wording
We have in the past, and expect that we may in the future, change our pricing models, subscription or contract length, which could impact our operating and financial results. From time to time, we adjust our pricing models, 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 access models for these offerings that appeal to learners and customers over time, and we may not be successful in doing so. Changes to the terms of 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. Our revenue and financial position may be adversely affected by any of the foregoing, and we may have increased difficulty achieving profitability.
Current wording
We have in the past, and expect that we may in the future, change our pricing models, subscription or contract length, which could impact our operating and financial results. From time to time, we adjust our pricing models, test pricing localization to account for market segmentation and conduct other pricing experiments. As the market for our learning platforms 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 access models for these offerings that appeal to learners and customers over time, and we may not be successful in doing so. Changes to the terms of 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. Our revenue and financial position may be adversely affected by any of the foregoing, and we may have increased difficulty achieving profitability.
Previous wording
Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, contractual, reputational, and political risks that are different from those in the U.S. We have employees in various countries, with the largest employee populations in the U.S., India, Canada, and the United Kingdom, and we have retained professional employer organizations and staffing agencies to engage personnel in certain international locations. Our international operations subject us to the compensation and benefits regulations of those jurisdictions, as well as other employer duties and obligations, that differ from the U.S. Further, enrollments of learners from other countries require us to comply with international data privacy regulations of those countries. Failure to comply with international regulations or to adequately adapt to international markets could harm our ability to successfully operate our business and pursue our business goals.
Current wording
Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, contractual, reputational, and political risks that are different from those in the United States. We have employees in various countries, with the largest employee populations in the U.S., India, Ireland, Canada, Turkey and the United Kingdom, and we have retained professional employer organizations and staffing agencies to engage personnel in certain international locations. Our international operations subject us to the compensation and benefits regulations of those jurisdictions, as well as other employer duties and obligations, that differ from the U.S. Further, enrollments of learners from other countries require us to comply with international data privacy regulations of those countries. Failure to comply with international regulations or to adequately adapt to international markets could harm our ability to successfully operate our business and pursue our business goals.
Previous wording
Our ability to attract and retain learners and customers, as well as increase their engagement with our platform, depends on our ability to connect them with appropriate offerings and services. Part of our strategy is to offer them new offerings and services in an increasingly relevant and personalized way. We may develop such offerings and services independently, by acquisition, or in conjunction with third parties, but there is no guarantee these approaches will be successful. The markets for new offerings and services may be unproven, and these offerings may include technologies and business models with which we have little or no prior experience or may significantly change our existing offerings and services. If we are not able to create an experience that allows learners and customers to easily and effectively identify the offerings and services that meet their needs, we may not grow our learner and customer base or generate sufficient revenue, operating margin, or other value to justify our investments, and our business could be adversely affected.
Current wording
Our ability to attract and retain learners and customers, as well as increase their engagement with our platforms, depends on our ability to connect them with appropriate offerings and services. Part of our strategy is to offer them new offerings and services in an increasingly relevant and personalized way. We may develop such offerings and services independently, by acquisition, or in conjunction with third parties, but there is no guarantee these approaches will be successful. The markets for new offerings and services may be unproven, and these offerings may include technologies and business models with which we have little or no prior experience or may significantly change our existing offerings and services. If we are not able to create an experience that allows learners and customers to easily and effectively identify the offerings and services that meet their needs, we may not grow our learner and customer base or generate sufficient revenue, operating margin, or other value to justify our investments, and our business could be adversely affected.
Previous wording
We incurred net losses of $20.5 million and $7.8 million in the three months ended March 31, 2026 and 2025, and we had an accumulated deficit of $931.7 million as of March 31, 2026. We may not achieve profitability in the future, and even if we do, we may not be able to maintain or increase our level of profitability.
Current wording
We incurred net losses of $80.4 million and $7.8 million in the three months ended June 30, 2026 and 2025, and we had an accumulated deficit of $1,012.1 million as of June 30, 2026. We may not achieve profitability in the future, and even if we do, we may not be able to maintain or increase our level of profitability.
Previous wording
•expand our course offerings and the robustness of our platform;
Current wording
•expand our course offerings and the robustness of our platforms;
Previous wording
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 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.
Current wording
Certain expenditures, including those to expand our course offerings and the robustness of our platforms, 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 July 2026 (refer to Note 16, Subsequent events, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q), 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.
Previous wording
Our platform enables our content creators 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 content creators use to manage functions within their institutions. In addition, our content development team must work closely with our content creators to produce engaging online course content, and we must commence learner acquisition activities. During the term of our content creator 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 a content 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 content creators 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 degree programs, could negatively impact our revenue and operating results.
Current wording
Our platforms enable our content creators 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 platforms with the various learner information and other operating systems our content creators use to manage functions within their institutions. In addition, our content development team must work closely with our content creators to produce engaging online course content, and we must commence learner acquisition activities. During the term of our content creator agreements, we are responsible for the costs associated with maintaining our platforms 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 a content 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 content creators 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 degree programs, could negatively impact our revenue and operating results.
Previous wording
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. 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 content creator ceasing or significantly curtailing a course offering or credentialing program before we generate any revenue therefrom. In addition, content creators generally do not grant us exclusive rights to their content, and any such arrangements are of limited duration. As such, content creators 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 their courses or programs on our platform. In addition, if a content creator 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.
Current wording
Because we receive fees from learners enrolling in, and, in some cases, completing courses and credentialing programs on our platforms, 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. 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 content creator ceasing or significantly curtailing a course offering or credentialing program before we generate any revenue therefrom. In addition, content creators generally do not grant us exclusive rights to their content, and any such arrangements are of limited duration. As such, content creators 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 their courses or programs on our platforms. In addition, if a content creator were to terminate an existing program, learners enrolled in that program may stop using our platforms, 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.
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Current report — wording carried from elsewhere
Many of the underlying laws, rules, and regulations imposing taxes and other obligations were established before the growth of the internet and e-commerce. U.S. federal, state, local, and foreign taxing authorities are currently reviewing the appropriate treatment of companies engaged in e-commerce and considering changes to existing tax or other laws that could levy sales, income, consumption, use, or other taxes relating to our activities, and/or impose obligations on us to collect such taxes. Additionally, one or more states, localities, or other taxing jurisdictions may seek to impose additional reporting, record-keeping, or indirect tax collection obligations on businesses like ours that do not currently exist. Compliance with any such new obligations could require us to incur substantial costs, including costs associated with tax calculation, collection, remittance, and audit requirements, and could decrease activity on our platforms.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
If we change the contract terms with our content creators, including pricing or contract length, it could materially and adversely affect our business, financial condition, and results of operations.
Previous report — wording carried elsewhere
As a result of the foregoing, our directors and officers may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such potential conflicts, we are deprived of investment, business, or information, the execution of our business plan and our ability to effectively compete may be adversely affected. Our directors are also not obligated to commit their time and attention exclusively to our business, and accordingly, they may encounter conflicts of interest in allocating their time and resources between us and other entities with which they are affiliated.