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EMPLOYEE BENEFIT PLANS
6 Months Ended
Jun. 30, 2026
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
Merger-Related Equity Award Treatment
Under the terms of the Merger Agreement, at the Closing Date of May 11, 2026, each issued and outstanding share of Udemy common stock was converted into the right to receive 0.800 shares of our common stock, with cash paid in lieu of fractional shares. We issued 116.6 million shares of common stock with a fair value of $660.1 million as equity consideration to existing stockholders and equity consideration with a fair value of $13.5 million for the settlement of outstanding RSUs then held by members of Udemy's board of directors, stock options to purchase Udemy stock, and replacement equity awards attributable to pre-combination services. The remaining fair value of replacement equity awards attributable to post-combination service periods is $82.7 million and will be recognized as stock-based compensation expense over a weighted-average period of 1.9 years from the Closing Date.
Stock Incentive Plans
In connection with the Merger, we assumed the Udemy, Inc. 2021 Equity Incentive Plan (the “Udemy Plan”) including applicable vesting schedules. Common stock issuable under equity awards granted pursuant to the Udemy Plan excludes individuals who were employed by Coursera and its subsidiaries prior to the Closing Date.
As of June 30, 2026, 19.5 million shares, 6.5 million shares, and 7.2 million shares of our common stock were reserved for future issuance under our 2021 Stock Incentive Plan (the “2021 Plan”), the Udemy Plan, and 2021 Employee Stock Purchase Plan (the “ESPP”). Shares issuable under the 2021 Plan, the Udemy Plan, and the ESPP may be drawn from authorized but unissued shares or from treasury stock. In 2024, we began settling stock option exercises, vesting of RSUs, and ESPP purchases by reissuing shares of our common stock from treasury stock. In September 2025, we reissued all of our remaining treasury stock.
Stock Options
We grant stock options at prices equal to the grant date fair value. Typically, these stock options expire ten years from the grant date and vest ratably over a four-year service period.
Stock option activity for the six months ended June 30, 2026 was as follows:
Number of
Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
(in Years)
Aggregate
Intrinsic
Value
Balance—December 31, 202511.1 $8.63 6.54$6.1 
Exercised(0.2)2.48 
Canceled(0.1)6.60 
Balance—June 30, 202610.8 $8.76 6.13$1.9 
Options vested6.4 $9.32 4.47$1.9 
RSUs and PSUs
Restricted stock units issued under the 2021 Plan have a service-based vesting condition, which is satisfied generally either (i) over four years with a 25% cliff vesting period after one year and 6.25% vesting each quarter thereafter for new hires, or (ii) over four years with 6.25% vesting each quarter for new grants to existing employees. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period.
Restricted stock units issued as replacement awards under the Udemy Plan have a service based vesting condition. Other than grants made to new hires, which are subject to a one year cliff, these awards generally vest on a quarterly basis. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period.
In 2025 and 2026, the Company granted PSUs to certain executives under the 2021 Plan. PSU grants have both performance and service-based vesting conditions. The ultimate number of units that will vest is determined based on the achievement of annual revenue against a pre-established target (with defined threshold and maximum amounts ranging from 50% to 150%, for 2025 grants, and 50% to 200%, for 2026 grants, of target). If annual revenue is below the threshold amount, none of the PSUs will vest. For 2025 grants, if annual revenue is equal to or exceeds the threshold amount, 25% of the PSUs ultimately granted will vest after one year, and 6.25% of the remaining PSUs will vest quarterly over the subsequent three years. For 2026 grants, if annual revenue is equal to or exceeds the threshold amount, the PSUs ultimately granted will vest 100% after one year. Additionally, in March 2026, our Senior Vice President, Chief Financial Officer and Treasurer was granted PSUs in connection with his permanent appointment to that role. These PSUs have the same annual revenue target and threshold and maximum amounts as the 2026 grants, but 25% of the PSUs ultimately granted will vest after one year, and 6.25% of the remaining PSUs will vest quarterly over the subsequent three years. The fair value of each unit is determined on the grant date, and the related stock-based compensation expense is recognized using the accelerated attribution method. We evaluate the vesting conditions on a quarterly basis and recognize stock-based compensation expense if the achievement of the performance condition is probable.
RSU and PSU activity for the six months ended June 30, 2026 was as follows:
RSUsPSUs
Number of
Units
Weighted-Average
Grant Date Fair Value
Aggregate
Intrinsic
Value
Number of
Units
Weighted-Average
Grant Date Fair Value
Aggregate
Intrinsic
Value
Unvested balance—December 31, 202517.2 $9.56 $126.3 0.6 $9.17 $4.4 
Assumed in connection with merger
15.8 5.66 — 
Granted(1)
6.6 5.83 0.5 6.02 
Vested(2)
(8.0)8.07 (0.1)8.63 
Forfeited(2.0)8.37 — — 
Unvested balance—June 30, 202629.6 $7.20 $167.1 1.0 $7.76 $5.4 

(1) For PSUs, the amount presented as the number of units granted is based on the performance condition being achieved at the target level. Once the performance period is complete, the number of units that will vest may range from 0% to 200% of the target amount based on actual performance.

(2) Includes the service-based vesting in the six months ended June 30, 2026 of the 0.5 million units or 110.66% of PSUs granted in 2025, certified as vested by our Human Resources and Compensation Committee in February 2026 based on attainment against the pre-established annual revenue target.
Stock-Based Compensation Expense
Stock-based compensation expense is classified in the Condensed Consolidated Statements of Operations as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of revenue$1.0 $0.6 $1.6 $1.3 
Research and development9.2 8.9 16.8 17.5 
Sales and marketing6.7 5.5 11.6 10.4 
General and administrative6.9 8.8 14.1 20.4 
Merger, integration, and restructuring related costs15.8 — 15.8 (1.6)
Total$39.6 $23.8 $59.9 $48.0 
We capitalized $2.3 million and $2.0 million of stock-based compensation related to our internal-use software during the three months ended June 30, 2026 and 2025 and $4.3 million and $3.7 million during the six months ended June 30, 2026 and 2025.
The table below presents unrecognized employee compensation cost related to unvested shares and the weighted-average period over which it is expected to be recognized:
June 30, 2026
Unrecognized Employee Compensation Cost Related to Unvested SharesWeighted-Average Period Over Which the Compensation Is Expected to Be Recognized
(in Years)
RSUs
$189.8 2.6
Common stock options15.7 2.5
ESPP Rights
5.1 1.2
PSUs
2.7 1.7
Common Stock Reserved for Issuance
The following table presents total shares of our common stock reserved for future issuance:
June 30, 2026December 31, 2025
RSUs outstanding29.617.2
Stock options outstanding10.811.1
PSUs outstanding1.00.6
Shares available for future grants33.220.8
Total shares of common stock reserved74.649.7