Coursera (COUR) FY2025 10-K Risk Factors: 13 New, 7 Dropped

What the changes say

Udemy merger risks now dominate, including failure to close, business disruption, employee departures, restrictions, costs, litigation, and integration shortfalls.
Competition risk expands to OpenAI, Udemy and other learning providers, with pricing pressure and content-creator diversion.
Education regulation broadens through state OPM laws, accessibility rules, consumer-protection requirements, and global taxation scrutiny.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Industry
We face competition from established companies as well as other emerging companies, which could divert content creators to our competitors, result in pricing pressure, impact our market share, and significantly reduce our revenue
Competition from online education, skills-training, in-person learning, universities, and platforms such as OpenAI could divert creators and pressure pricing.
NewRisks Related to Regulatory Matters and Litigation
State legislation could negatively affect our degree programs
State OPM restrictions, including Minnesota’s revenue-share ban and Ohio’s disclosure rules, could force changes or termination of degree programs.
NewRisks Related to Tax, Accounting, and Operations
We are subject to taxation in multiple jurisdictions
Tax authorities in multiple U.S. and foreign jurisdictions could challenge Coursera’s positions, increasing taxes and reducing cash flows.
NewRisks Related to Our Common Stock
Some companies that have experienced volatility in their stock price have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and could divert our management’s attention and resources, which could adversely affect our business
Equity-holder stock sales and future issuances could depress Coursera’s share price and dilute existing investors.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
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
The Udemy merger may be delayed or fail, triggering market, customer, partner, employee, competitive, and financial harm without merger benefits.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
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
Merger-agreement restrictions could block superior acquisition proposals and require Coursera to pay Udemy $40.5 million or $8 million.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
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
Uncertainty around the Udemy merger could delay or alter customer, partner, and other third-party relationships, even if the merger closes.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
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
Merger uncertainty could cause key managers, employees, and content creators to leave or make recruitment and retention more difficult.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
The Merger Agreement subjects us to restrictions on our business activities prior to the Effective Time
Pre-closing covenants require Udemy’s consent for certain actions and may prevent Coursera from pursuing attractive opportunities while the merger is pending.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
We expect to incur significant costs in connection with the Merger, which may exceed the costs we anticipate
Merger-related advisory, retention, severance, benefit, filing, and other costs may exceed expectations and remain payable if the transaction fails.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial expenses
Merger litigation could impose defense costs, divert management, produce damages, or obtain an injunction blocking the transaction.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
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
Coursera may not achieve expected merger revenue or cost synergies because of integration problems, dis-synergies, regulatory changes, or economic conditions.
NewRisks Relating to our Combination and Merger Agreement with Udemy, Inc
Both parties have operated and, until the completion of the Merger, will continue to operate, independently. The success of

Dropped

DroppedRisks Related to Our Business and Industry
The ecosystem for global adult online learning is highly fragmented and rapidly evolving. We expect alternative modes of learning to continue to accelerate as existing players and new entrants in this industry introduce new and more competitive products, enhancements, and bundles
DroppedRisks Related to Our Business and Industry
Climate change may have an adverse impact on our business
DroppedRisks Related to Regulatory Matters and Litigation
In addition, the legal weight the DCL would carry in litigation over the propriety of any specific compensation arrangements under the HEA or the incentive compensation rule is uncertain
DroppedRisks Related to Regulatory Matters and Litigation
State legislation could negatively affect our Degrees business model
DroppedRisks Related to Regulatory Matters and Litigation
If we were to become classified as a third-party service (“TPS”) under the HEA, we, and our Title IV participating university partners, would be subject to new compliance requirements, which could adversely impact our business and operations
DroppedRisks Related to Tax, Accounting, and Operations
Our business is subject to indirect taxes
DroppedRisks Related to Our Common Stock
In addition, as of December 31, 2024, we had 25,438,046 shares that were issuable upon exercise of outstanding stock options or the vesting of outstanding restricted and performance stock units. Sales of stock by these equity holders or the perception that such sales could occur could adversely affect our stock price

Reworded

95% rewrittenRisks Related to Regulatory Matters and Litigation
Changes in spending and staffing policies or budget priorities for government funding or taxation of academic institutions and other education providers could result in reduced or delayed content development for our platform
The risk now specifically names grant cuts, U.S. federal budget priorities, DOE policies, and academic-institution tax changes as threats to content development.
Was: Changes in spending policies or budget priorities for government funding of academic institutions and other education providers, could result in adverse legislation or regulatory action
88% rewrittenRisks Related to Our Business and Industry
Disruptions to the operations of one or more of our third-party service providers may adversely affect our business operations and financial condition
The wording now calls providers content creators and adds other catastrophic events to the list of possible service disruptions.
87% rewrittenRisks Related to Regulatory Matters and Litigation
Our future growth could be impaired if we, or our content creators, fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs, or expand their programs into or within certain jurisdictions
The risk now adds state authorization requirements for offering, advertising, or recruiting online programs, including for nontraditional and international creators.
Was: Our future growth could be impaired if we, or our educator partners, fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs, or expand their programs into or within certain jurisdictions
83% rewrittenRisks Related to Regulatory Matters and Litigation
While our degree programs are designed to align with guidance from a DOE “Dear Colleague” Letter, such guidance is not codified by statute or regulation and may be subject to change
The updated discussion emphasizes the Title IV incentive-compensation prohibition rather than the DOE letter’s uncodified and changeable guidance.
Was: While our Degrees business model is designed to align with guidance from a DOE “Dear Colleague” Letter, such guidance is not codified by statute or regulation and may be subject to change
82% rewrittenRisks Related to Our Business and Industry
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
The risk now includes sales and marketing costs alongside research and development costs when adapting the platform and technology.
82% rewrittenRisks Related to Regulatory Matters and Litigation
As a service provider to higher education institutions both in the U.S. and internationally, either directly or indirectly through our arrangements with content creators, we are required to comply with certain education laws and regulations
The risk expands to WCAG 2.2, consumer protection, automatic-renewal, false-advertising, accessibility, legal-claim, and regulatory-action exposure.
Was: As a service provider to higher education institutions both in the U.S. and internationally, either directly or indirectly through our arrangements with educator partners, we are required to comply with certain education laws and regulations
79% rewrittenRisks Related to Regulatory Matters and Litigation
If we violate the misrepresentation rule, or similar federal and state regulatory requirements, we could face fines, sanctions, and other liabilities
The updated text specifies false or misleading marketing, partner termination, penalties, injunctions, indemnification costs, and private or government claims.
71% rewrittenRisks Related to Regulatory Matters and Litigation
If our university partners fail to maintain institutional or programmatic accreditation for their programs, our revenue could be materially adversely affected
The risk now expressly covers international degree programs, accessibility and consumer-protection requirements, and graduates’ inability to obtain degrees.
Was: If our educator partners fail to maintain institutional or programmatic accreditation for their programs, our revenue could be materially adversely affected
71% rewrittenRisks Related to Regulatory Matters and Litigation
If we or our content creators fail to comply with international, federal, and state education laws and regulations, including any applicable state authorizations for their programs, it could harm our business and reputation
Was: If our educator partners fail to comply with international, federal, and state education laws and regulations, including any applicable state authorizations for their programs, it could harm our business and reputation
70% rewrittenRisks Related to Regulatory Matters and Litigation
We could face liability, or our reputation might be harmed, as a result of the activities of our customers, content creators, or learners for content on or accessible through our platform
Was: We could face liability, or our reputation might be harmed, as a result of the activities of our customers, educator partners, or learners for content on or accessible through our platform
66% rewrittenRisks Related to Our Business and Industry
Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years due to a variety of factors, including macroeconomic conditions
Was: Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years
61% rewrittenRisks Related to Our Business and Industry
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
Was: If we change the contract terms with our educator partners, including pricing or contract length, it could materially and adversely affect our business, financial condition, and results of operations
61% rewrittenRisks Related to Our Business and Industry
Increasing scrutiny and evolving expectations with respect to our environmental, social, and governance (“ESG”) practices may impose additional costs on us, expose us to new or additional risks, or harm our reputation
Was: Increasing scrutiny and evolving expectations from customers, educator partners, regulators, investors, and other stakeholders with respect to our environmental, social, and governance (“ESG”) practices may impose additional costs on us, expose us to new or additional risks, or harm our reputation
60% rewrittenRisks Related to Regulatory Matters and Litigation
Laws and regulations could have a negative impact on our business
Was: Laws and regulations can have a negative impact on our business
58% rewrittenRisks Related to Regulatory Matters and Litigation
We are required to comply with the Family Educational Rights and Privacy Act (“FERPA”) for certain of our offerings, and failure to do so could harm our reputation and negatively affect our business
48% rewrittenRisks Related to Privacy, Cybersecurity, and Infrastructure
Our use and processing of personal information and other data is subject to laws and obligations relating to privacy and data protection, and our failure to comply with such laws and obligations could harm our business
47% rewrittenRisks Related to Our Business and Industry
We may change the subscription or contract terms, including our pricing models, for our offerings, which in turn could impact our operating results
Was: We may change the contract terms, including our pricing models, for our offerings, which in turn could impact our operating results
44% rewrittenRisks Related to Regulatory Matters and Litigation
We are subject to government export and import controls and anti-corruption laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws
35% rewrittenRisks Related to Privacy, Cybersecurity, and Infrastructure
If personal, confidential, or otherwise sensitive information about our learners, customers, content creators, or their employees is disclosed, or if we, or our third-party providers, are subject to cyberattacks, use of our platform could be curtailed, we may be exposed to liability, and our reputation could suffer
Was: If sensitive information about our learners, customers, educator partners, or their employees is disclosed, or if we, or our third-party providers, are subject to cyberattacks, use of our platform could be curtailed, we may be exposed to liability, and our reputation would suffer
33% rewrittenRisks Related to Our Business and Industry
Our offerings continue to evolve, and given our limited operating history, predicting our future financial and operating results may be affected by a number of uncertainties
32% rewrittenRisks Related to Our Business and Industry
We may not generate sufficient revenue from a new offering to offset our costs
30% rewrittenRisks Related to Intellectual Property
Any failure to obtain, maintain, protect, or enforce our IP and proprietary rights could impair our ability to protect our proprietary technology and our brand and could materially harm our business
28% rewrittenRisks Related to Privacy, Cybersecurity, and Infrastructure
Our use of social media, emails, push notifications, and text messages in ways that do not comply with applicable laws and regulations, may lead to the loss or infringement of IP, result in unintended disclosure, harm our reputation, or subject us to fines or other penalties
27% rewrittenRisks Related to Our Business and Industry
We have incurred significant net losses since inception, and we may not achieve or maintain profitability in the future
26% rewrittenRisks Related to Intellectual Property
Our use of open source software (“OSS”) could negatively affect our ability to offer our solutions and subject us to possible litigation
26% rewrittenRisks Related to Our Business and Industry
If we fail to maintain sufficient high-quality content from our content creators, we will be unable to attract and retain learners and customers
Was: If we fail to maintain sufficient high-quality content from our educator partners, we will be unable to attract and retain learners and customers
25% rewrittenRisks Related to Our Business and Industry
If we fail to establish, maintain, and expand our content creator relationships, our ability to grow our business and revenue will suffer
Was: If we fail to establish, maintain, and expand our educator partners relationships, our ability to grow our business and revenue will suffer
25% rewrittenRisks Related to Regulatory Matters and Litigation
We may become involved in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations
23% rewrittenRisks Related to Our Business and Industry
If we pursue unsuccessful content creator opportunities, we may forego more profitable opportunities, and our operating results and growth could be harmed
Was: If we pursue unsuccessful educator partner opportunities, we may forego more profitable opportunities, and our operating results and growth could be harmed
22% rewrittenRisks Related to Privacy, Cybersecurity, and Infrastructure
Data privacy laws, rules, and regulations in other countries may also impact our business, such as laws in the People’s Republic of China, Singapore, Brazil, and India
Was: Similar data privacy laws, rules, and regulations in other countries may also impact our business, such as laws in the People’s Republic of China, Singapore, Brazil, and India
20% rewrittenRisks Related to Our Business and Industry
If we fail to quickly and efficiently scale our operations and platform capabilities to support the needs of new and existing content creators, our reputation and our revenue will suffer
Was: If we fail to quickly and efficiently scale our operations and platform capabilities to support the needs of new and existing educator partners, our reputation and our revenue will suffer
20% rewrittenRisks Related to Privacy, Cybersecurity, and Infrastructure
Disruption to or failures of our platform could result in our content creators and learners becoming dissatisfied with our platform and could harm our reputation
Was: Disruption to or failures of our platform could result in our educator partners and learners becoming dissatisfied with our platform and could harm our reputation

All 87 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

01Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years due to a variety of factors, including macroeconomic conditions66% rewritten
02Our quarterly and annual revenue and operating results have historically fluctuated from period to period, and may do so in the future, which could cause our stock price to fluctuate and the value of your investment to decline
03Our offerings continue to evolve, and given our limited operating history, predicting our future financial and operating results may be affected by a number of uncertainties33% rewritten
04Market adoption of online learning solutions and generative AI are relatively new and may not grow, evolve as we expect, or lead to increased demand for our offerings, which may harm our business and results of operations
05If 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 operations61% rewritten
06If we fail to establish, maintain, and expand our content creator relationships, our ability to grow our business and revenue will suffer25% rewritten
07Our ability to grow and improve our financial performance depends heavily on our ability to attract and retain learners, including converting our freemium learners to paid learners
08If 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 competitive82% rewritten
09If we fail to manage the growth of our business both in terms of scale and complexity, our financial results, including profit margins and financial condition, could be adversely affected
10We may change the subscription or contract terms, including our pricing models, for our offerings, which in turn could impact our operating results47% rewritten
11Our current operations are international in scope, and we plan to expand our international operations, which exposes us to related inherent risks
12We intend to launch new offerings and services to learners and customers to grow our business. If our efforts are not successful, our business, results of operations, and financial condition could be adversely affected
13We have incurred significant net losses since inception, and we may not achieve or maintain profitability in the future27% rewritten
14We may not generate sufficient revenue from a new offering to offset our costs32% rewritten
15If we pursue unsuccessful content creator opportunities, we may forego more profitable opportunities, and our operating results and growth could be harmed23% rewritten
16Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform
17If we fail to quickly and efficiently scale our operations and platform capabilities to support the needs of new and existing content creators, our reputation and our revenue will suffer20% rewritten
18Disruptions to the operations of one or more of our third-party service providers may adversely affect our business operations and financial condition88% rewritten
19If we fail to increase sales of our Enterprise offerings, or if we need to change the contract terms associated therewith, including with respect to pricing or contract length, it could negatively affect our business, financial condition, and results of operations
20If we fail to maintain sufficient high-quality content from our content creators, we will be unable to attract and retain learners and customers26% rewritten
21We face competition from established companies as well as other emerging companies, which could divert content creators to our competitors, result in pricing pressure, impact our market share, and significantly reduce our revenueNew
22If for-profit postsecondary institutions, which offer online education alternatives different from ours, or other for-profit higher education service providers, perform poorly, it could nonetheless tarnish the reputation of online education as a whole, which could impair our ability to grow our business
23Our growth strategy may contemplate acquisitions, and we may be unsuccessful in executing, implementing, integrating, or leveraging such acquisitions
24We may invest in private companies, and if the value of any such equity investments were to decline, it could adversely affect our results of operations and financial condition
25Our directors may encounter conflicts of interest involving us and other organizations with which they may be affiliated, including matters that involve corporate opportunities
26We depend on our senior management and other key employees to grow and operate our business, and if we are unable to hire, retain and motivate our personnel, we may not be able to grow effectively
27We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to maintain and grow our business
28If we fail to successfully or appropriately balance longer-term growth and short-term results, our results of operations could be negatively impacted, including in the near term
29Our results of operations could be adversely affected by natural disasters, public health crises, political crises, geopolitical crises, or other catastrophic events
30Our metrics and market estimates used to evaluate our performance are subject to inherent challenges in measurement, and real or perceived inaccuracies in those estimates may harm our reputation and negatively affect our business
31Increasing scrutiny and evolving expectations with respect to our environmental, social, and governance (“ESG”) practices may impose additional costs on us, expose us to new or additional risks, or harm our reputation61% rewritten
32Our workforce primarily operates on a remote basis, which could have a negative impact on the execution of our business plans and operations and create productivity, connectivity, and oversight challenges

Risks Related to Regulatory Matters and Litigation

33Laws and regulations could have a negative impact on our business60% rewritten
34If we or our content creators fail to comply with international, federal, and state education laws and regulations, including any applicable state authorizations for their programs, it could harm our business and reputation71% rewritten
35Our future growth could be impaired if we, or our content creators, fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs, or expand their programs into or within certain jurisdictions87% rewritten
36If our university partners fail to maintain institutional or programmatic accreditation for their programs, our revenue could be materially adversely affected71% rewritten
37As a service provider to higher education institutions both in the U.S. and internationally, either directly or indirectly through our arrangements with content creators, we are required to comply with certain education laws and regulations82% rewritten
38Changes in spending and staffing policies or budget priorities for government funding or taxation of academic institutions and other education providers could result in reduced or delayed content development for our platform95% rewritten
39While our degree programs are designed to align with guidance from a DOE “Dear Colleague” Letter, such guidance is not codified by statute or regulation and may be subject to change83% rewritten
40State legislation could negatively affect our degree programsNew
41If we violate the misrepresentation rule, or similar federal and state regulatory requirements, we could face fines, sanctions, and other liabilities79% rewritten
42We are required to comply with the Family Educational Rights and Privacy Act (“FERPA”) for certain of our offerings, and failure to do so could harm our reputation and negatively affect our business58% rewritten
43We could face liability, or our reputation might be harmed, as a result of the activities of our customers, content creators, or learners for content on or accessible through our platform70% rewritten
44We are subject to government export and import controls and anti-corruption laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws44% rewritten
45We may become involved in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations25% rewritten

Risks Related to Privacy, Cybersecurity, and Infrastructure

46If personal, confidential, or otherwise sensitive information about our learners, customers, content creators, or their employees is disclosed, or if we, or our third-party providers, are subject to cyberattacks, use of our platform could be curtailed, we may be exposed to liability, and our reputation could suffer35% rewritten
47Disruption to or failures of our platform could result in our content creators and learners becoming dissatisfied with our platform and could harm our reputation20% rewritten
48If we do not maintain the compatibility of our learning management platform with third-party applications that our customers use, our revenue will decline
49Our payments system depends on third-party providers and is subject to evolving laws and regulations
50Our business depends to a significant degree on continued access to the internet and mobile networks
51If the mobile solutions available to our learners, customers, and content creators are not effective, the use of our platform could decline
52As new mobile devices and features are released, we may encounter problems in developing or supporting apps for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources
53Our use and processing of personal information and other data is subject to laws and obligations relating to privacy and data protection, and our failure to comply with such laws and obligations could harm our business48% rewritten
54Data privacy laws, rules, and regulations in other countries may also impact our business, such as laws in the People’s Republic of China, Singapore, Brazil, and India22% rewritten
55We cannot yet fully determine the impact that these or future laws, rules, and regulations may have on our business or operations. These laws, rules, and regulations may be inconsistent from one jurisdiction to another, subject to differing interpretations, and may be interpreted to conflict with our practices
56Our use of social media, emails, push notifications, and text messages in ways that do not comply with applicable laws and regulations, may lead to the loss or infringement of IP, result in unintended disclosure, harm our reputation, or subject us to fines or other penalties28% rewritten

Risks Related to Intellectual Property

57Any failure to obtain, maintain, protect, or enforce our IP and proprietary rights could impair our ability to protect our proprietary technology and our brand and could materially harm our business30% rewritten
58We may be subject to IP claims, which are extremely costly to defend, could require us to pay significant damages, and could limit our ability to use certain technologies in the future
59Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and proprietary information
60Our use of open source software (“OSS”) could negatively affect our ability to offer our solutions and subject us to possible litigation26% rewritten
61Individuals that appear in content hosted on our platform may claim violation of their rights

Risks Related to Tax, Accounting, and Operations

62We are subject to taxation in multiple jurisdictionsNew
63Amendments to existing tax laws, rules, or regulations or enactment of new unfavorable tax laws, rules, or regulations could have an adverse effect on our business and operating results
64Our ability to use our net operating loss (“NOL”) carryforwards and certain other tax attributes may be limited
65Our reported results of operations may be adversely affected by changes in generally accepted accounting principles
66Our operations as a public company require substantial costs and substantial management attention, and we may not be able to manage our operations as a public company effectively or efficiently

Risks Related to Our Common Stock

67Our stock price has been volatile in the past and may be volatile in the future, and you may lose all or part of your investment
68Some companies that have experienced volatility in their stock price have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and could divert our management’s attention and resources, which could adversely affect our businessNew
69Our actual operating results may not meet our guidance or analyst or investor expectations, which would likely cause our stock price to decline
70We do not intend to pay dividends on our common stock for the foreseeable future, so any returns on your investment will be limited to changes in the value of our common stock
71Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts by our stockholders to replace or remove our current management, and reduce our stock price
72The exclusive forum provision in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims

Risks Relating to Our Existence as a Public Benefit Corporation

73Although we operate as a Delaware PBC, we cannot assure that we will achieve our public benefit purpose
74As a PBC, our focus on a specific public benefit purpose and producing a positive effect for society may negatively impact our financial performance
75Our directors have a fiduciary duty to consider not only our stockholders’ interests, but also our specific public benefit and the interests of other stakeholders affected by our actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders
76As a PBC, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations
77If we cannot maintain our company culture and public benefit commitment, our business could be harmed
78If our publicly reported Certified B CorporationTM (“B Corp”) score declines, if we lose our certified B Corp status, or if we choose not to renew our B Corp certification, our reputation could be harmed and our business could suffer

Risks Relating to our Combination and Merger Agreement with Udemy, Inc

79The 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 resultsNew
80The 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 feeNew
81Our 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 operationsNew
82Uncertainties 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 operationsNew
83The Merger Agreement subjects us to restrictions on our business activities prior to the Effective TimeNew
84We expect to incur significant costs in connection with the Merger, which may exceed the costs we anticipateNew
85Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial expensesNew
86We 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 UdemyNew
87Both parties have operated and, until the completion of the Merger, will continue to operate, independently. The success ofNew

Other Coursera 10-Ks

FY2024 10-K risk factors
81 risks
Coursera faces significant operational risks driven by continuing net losses, heavy reliance on educator partner relationships, and complex global education regulations.
Filed Feb 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.