Form 8-K

8-K — Coursera, Inc.

Accession: 0001140361-26-037189

Filed: 2026-09-21

Period: 2026-09-17

CIK: 0001651562

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20082456_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20082456_ex99-1.htm)

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8-K

8-K (Primary)

Filename: ef20082456_8k.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

COURSERA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40275

45-3560292

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2440 West El Camino Real, Suite 500

Mountain View, California 94040

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 963-9884

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value per share

COUR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2028, Coursera, Inc.

(“Coursera,” “we,” “us” and “our”)

appointed Tom Savage as Coursera’s Senior Vice President, Chief Legal Officer

and Corporate Secretary, effective September 21, 2026 (the “Effective Date”). Alan

Cardenas, Coursera’s Senior Vice President, General Counsel, has decided to

step down as an “officer” within the meaning of Rule 16a-1(f) under the

Securities Exchange Act of 1934, as amended, as of the Effective Date, but will

remain in his role as Senior Vice President, General Counsel until the end of

2026, under his existing compensation terms, to support this transition. It is

anticipated that Mr. Cardenas will thereafter continue to serve as an advisor.

Mr.

Savage, age 57, most recently served as Vice President of International

Business Machines Corporation (“IBM”) from January 2026 to May

2026. From 2019 to 2025, Mr. Savage served as Senior Vice President and General

Counsel of Red Hat, Inc., a provider of open source software solutions,

following its acquisition by IBM in 2019. From 2017 to 2019, Mr. Savage served

as Vice President and Deputy General Counsel of Red Hat. Prior to that, from

2007 to 2017, Mr. Savage served in various senior legal roles at Marvell

Technology Group, Ltd., a publicly traded global semiconductor company,

including as Senior Vice President and General Counsel. Mr. Savage served as a

partner in the corporate and securities practice of Wilson Sonsini Goodrich

& Rosati from 2006 to 2009 and as counsel at Shearman & Sterling LLP

from 2003 to 2005. Mr. Savage holds a J.D. from The University of Chicago Law

School and a B.A. in Government from Harvard College and is admitted to

practice law in California and Illinois.

Under the terms of Mr. Savage’s offer letter (the “CLO Offer Letter”), he will receive an annual base salary of $425,000, and he will be eligible to participate in our annual cash incentive program, with a target bonus opportunity equal to 60% of his base salary, subject to the achievement of performance conditions determined by our board of directors (the “Board”) or the Human Resources and Compensation Committee of the Board (the “HRC Committee”).

As contemplated by the CLO Offer Letter, the HRC Committee granted Mr. Savage a one-time new hire equity award with a value of $2,450,000 (the “New Hire Award”), in the form of restricted stock units (“RSUs”). The number of shares subject to the RSU award will be determined by dividing the New Hire Award value by the higher of (x) $10.00 and (y) the average price per share of our common stock during the calendar month in which Mr. Savage's employment commences, rounded to the nearest whole share, and will be subject to the terms and conditions of Coursera’s 2021 Stock Incentive Plan and our standard form of time-based RSU agreement. The RSUs are scheduled to vest over a three-year period, with 50% of the RSUs vesting on our quarterly vesting date occurring on the first anniversary of the Effective Date, approximately 8.33% of the RSUs vesting on each of the four quarterly vesting dates thereafter, and the remaining RSUs vesting in approximately equal installments (approximately 4.167% of the RSUs) on each of the following four quarterly vesting dates, in each case subject to Mr. Savage's continued employment through the applicable vesting date.

Mr. Savage will participate as a “Class A Executive” in the Company’s Amended and Restated Executive Severance Plan (the “Severance Plan”), which plan provides for certain severance and change in control benefits to certain executive employees. The Severance Plan is filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission on April 30, 2026, and is incorporated herein by reference. In connection with his appointment, Coursera expects to enter into its form of indemnification agreement with Mr. Savage.

There are no arrangements or understandings between Mr. Savage and any other persons pursuant to which he was appointed as Senior Vice President, Chief Legal Officer and Corporate Secretary, and Mr. Savage has no family relationships with any director or executive officer of Coursera. In addition, Mr. Savage is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the CLO Offer Letter does not purport to be complete and is subject to, and is qualified in its entirety by, the complete text of the CLO Offer Letter, which Coursera expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026, which upon filing will be incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On September 21, 2026, Coursera issued a press release announcing Mr. Savage’s appointment described in Item 5.02 above. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Coursera under the Securities Act of 1933 or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press release of Coursera dated September 21, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COURSERA, INC.

Date: September 21, 2026

By:

/s/ Michael Foley

Michael Foley

Senior Vice President, Chief Financial Officer, and

Treasurer

0001651562

false

0001651562

2026-09-17

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20082456_ex99-1.htm · Sequence: 5

Exhibit 99.1

Coursera Announces Legal Leadership Transition

MOUNTAIN VIEW, Calif., Sept. 21, 2026 — Coursera, Inc. (NYSE: COUR), a leading global online learning platform, today announced that Tom Savage has joined the company as Chief Legal Officer and Secretary, effective today, as part of a planned leadership transition. Savage succeeds Alan Cardenas, who has decided to transition from his role as head of the legal department in order to focus on his family after five years with the company, during which time Coursera scaled its operations as a public company. To ensure a smooth handoff, Cardenas will continue to remain in his role as General Counsel with Coursera until the end of 2026 to support Savage's onboarding.

“Alan has been an outstanding partner and leader through many important chapters in Coursera's history, overseeing the company's growth as a public company, helping close our combination with Udemy, and creating a world-class legal team to support our global ecosystem. On behalf of the entire team, I want to thank him for his years of dedication and wish him well as he steps away to focus on family,” said Greg Hart, CEO of Coursera.

Hart continued, “I’m really excited to welcome Tom as our Chief Legal Officer — he brings a phenomenal track record and deep experience working with community-focused technology companies, and he'll be a great addition to our leadership team as we continue to scale and serve our learners, customers, and partners worldwide.”

“Being part of Coursera's journey — through our early months as a public company to the successful close of the Udemy combination — has been one of the most rewarding chapters in my career, particularly the legal team we built along the way to support Coursera’s expanding role in the world. I'm confident that I'm leaving the team in excellent hands with Tom. I look forward to supporting a smooth transition and spending more time with family before turning to the next chapter of my career,” said Cardenas.

“My entire career has been focused on helping technology companies create more opportunities for everyone, and I'm honored to join Coursera at such a pivotal moment for the company and industry. I look forward to working with the entire leadership team in finding new ways to serve our growing community of learners and customers worldwide, and supporting Coursera's mission in the years ahead,” said Savage.

Prior to joining Coursera, Savage held various legal leadership roles at Red Hat over nearly a decade, from November 2017 to May 2026, most recently as Vice President and General Counsel for Red Hat at IBM. Earlier in his career, he served as General Counsel at Marvell Technology, Inc. and as a partner at Wilson Sonsini Goodrich & Rosati, P.C. He holds a J.D. from The University of Chicago Law School and a B.A. in Government from Harvard College.

Exhibit 99.1

Disclosure Information

In compliance with disclosure obligations under Regulation FD, Coursera announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission (“SEC”), press releases, company blog posts, public conference calls, and webcasts, as well as via Coursera’s investor relations website.

About Coursera

Coursera was launched in 2012 by Andrew Ng and Daphne Koller with a mission to provide universal access to world-class learning. Coursera partners with leading university and industry partners to offer a broad catalog of content and credentials, including courses, Specializations, Professional Certificates, and degrees. Coursera’s platform innovations — including AI-powered personalized guide and features, like Role Play and Course Builder, and role-based solutions like Skills Tracks — enable instructors, partners, and companies to deliver scalable, personalized, and verified learning. Institutions worldwide rely on Coursera to upskill and reskill their employees, students, and citizens in high-demand fields such as GenAI, data science, technology, and business, while learners globally turn to Coursera to master the skills they need to advance their careers. Coursera is a Delaware public benefit corporation and a B Corp. Coursera recently combined with Udemy to create one of the world’s most comprehensive skills development platforms. Together, the Coursera and Udemy platforms reach more than 300 million learners and 12,000 enterprise customers worldwide.

Special Note on Forward-Looking Statements

This press release includes forward-looking statements within the meaning of applicable securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements contained in this press release that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “accelerate,” “achieve,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements include, but are not limited to, statements regarding our initiatives to strengthen our market position and potential market opportunities, and our business plans, initiatives and the expectations around such plans and initiatives. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed in our most recently filed annual and quarterly reports on Forms 10-K and 10-Q and subsequent filings and as detailed from time to time in our filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Such forward-looking statements relate only to events as of the date of this press release. We undertake no obligation to update any forward-looking statements except to the extent required by law.

Exhibit 99.1

Contacts

For media: Arunav Sinha, press@coursera.org

For investors: Cam Carey, ir@coursera.org

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