Coursera and Udemy Shareholders Overwhelmingly Approve $2.5 Billion Merger, Clearing the Path to Online Learning's Largest Consolidation
Shareholders of both Coursera and Udemy voted over 99% in favor of combining into a single platform serving 245 million learners, with FTC clearance already secured and closing expected in the second half of 2026.
Overview
Shareholders of Coursera and Udemy voted overwhelmingly on April 9 to approve the all-stock merger that will combine the two largest Massive Open Online Course platforms into a single entity valued at approximately $2.5 billion. The vote removes the final major shareholder hurdle for a deal that, if completed as planned in the second half of 2026, will create an online learning platform serving roughly 245 million registered learners and nearly 19,000 enterprise customers worldwide.
What We Know
At Coursera’s special meeting on April 9, stockholders approved the issuance of new shares to fund the merger with 112.3 million votes in favor against just 274,000 opposed, according to an 8-K filing with the SEC. A companion proposal to double Coursera’s authorized shares from 300 million to 600 million also passed. Of the 169.3 million shares outstanding as of the March 6 record date, 113 million were represented at the meeting, comfortably exceeding quorum.
Udemy’s shareholders were equally decisive. At a concurrent special meeting, 115 million of Udemy’s 145.8 million outstanding shares were represented, and 114.96 million voted in favor of adopting the merger agreement with just 148,000 opposed, according to Udemy’s SEC filing on the special meeting results. A separate advisory vote on executive compensation tied to the merger also passed with broad support.
The deal, first announced in December 2025, is structured as an all-stock transaction in which each Udemy share converts to 0.800 shares of Coursera common stock, representing a 26 percent premium over the 30-trading-day average closing price prior to the announcement, as TechCrunch reported at the time of the agreement. Post-close ownership will split approximately 59 percent Coursera and 41 percent Udemy shareholders.
The combined entity will operate under the Coursera name and trade under the ticker COUR on the New York Stock Exchange, headquartered in Mountain View, California. Coursera CEO Greg Hart will lead the combined company, with co-founder Andrew Ng remaining as chairman of the board. In a CNBC interview at the time of the deal announcement, Hart said the combination gives Coursera the ability to meet surging upskilling needs driven by artificial intelligence.
The U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino antitrust waiting period on February 9, clearing the primary U.S. regulatory hurdle roughly a month after the companies filed their premerger notifications.
The Strategic Logic
The merger joins two platforms with complementary strengths. Coursera brings approximately 168 million registered learners, over 350 university partnerships, and accredited degree and certificate programs. Udemy contributes 77 million learners, more than 85,000 instructors, approximately 155,000 courses, and a large enterprise customer base of over 17,000 organizations through its Udemy Business offering. Combined annual revenue exceeds $1.5 billion, and the companies project $115 million in annual cost synergies within two years of closing.
The deal also reflects pressure across the online learning industry to consolidate in the face of rising AI development costs and growing demand for workforce reskilling. Both companies have emphasized plans to accelerate AI-native features including smarter recommendations, automated content creation, and real-time tutoring capabilities.
What We Don’t Know
Several questions remain unanswered ahead of the expected closing. The companies have not disclosed which additional international regulatory approvals are still outstanding beyond the already-secured FTC clearance. The precise timeline for platform integration and whether Udemy’s marketplace will remain a distinct product or fold into Coursera’s architecture has not been detailed.
The impact on Udemy’s 85,000-plus instructors is also uncertain. The two platforms operate under fundamentally different creator compensation models, and some Udemy instructors have publicly expressed concern about potential changes to revenue-sharing terms after the merger. Instructor payouts on Udemy’s platform have been declining in recent years even as revenue has grown, a trend that could accelerate or reverse under new ownership.
The merger agreement filed with the SEC includes an $8 million termination fee payable by either party if the deal fails to close due to lack of shareholder approval, but both votes have now cleared that threshold. Remaining closing conditions are described in the filings as customary in nature.