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Coursera, Inc. (COUR)

CIK: 0001651562. SIC: 7372 Services-Prepackaged Software. Latest 10-K as of: 2026-02-23.

SIC breadcrumb: Services > Business Services > SIC 7372 Services-Prepackaged Software

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1651562. Latest filing source: 0001651562-26-000015.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue757,500,000USD20252026-02-23
Net income-51,000,000USD20252026-02-23
Assets1,000,000,000USD20252026-02-23

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001651562.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20182019202020212022202320242025
Revenue184,411,000293,511,000415,287,000523,756,000635,800,000694,700,000757,500,000
Net income-46,719,000-66,815,000-145,215,000-175,357,000-116,600,000-79,500,000-51,000,000
Operating income-48,394,000-66,583,000-143,063,000-177,380,000-145,600,000-113,200,000-77,400,000
Gross profit94,822,000154,665,000249,469,000331,479,000329,800,000371,400,000413,400,000
Diluted EPS-1.80-1.28-1.21-0.77-0.51-0.31
Operating cash flow-21,334,000-14,991,0001,746,000-38,051,00029,700,00095,400,000108,700,000
Capital expenditures4,410,0003,099,0001,554,0001,578,0001,100,0001,600,0001,500,000
Share buybacks0.000.0058,500,00036,700,0000.00
Assets417,624,000958,910,000947,597,000920,533,000930,300,0001,000,000,000
Liabilities177,155,000217,397,000253,022,000304,339,000332,900,000364,300,000
Stockholders' equity-177,735,000-186,999,000-221,824,000741,513,000694,600,000616,200,000597,400,000635,700,000
Cash and cash equivalents55,986,00079,878,000580,658,000320,817,000656,300,000726,100,000792,600,000
Free cash flow-25,744,000-18,090,000192,000-39,629,00028,600,00093,800,000107,200,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20182019202020212022202320242025
Net margin-25.33%-22.76%-34.97%-33.48%-18.34%-11.44%-6.73%
Operating margin-26.24%-22.69%-34.45%-33.87%-22.90%-16.29%-10.22%
Return on equity-19.58%-25.25%-18.92%-13.31%-8.02%
Return on assets-16.00%-15.14%-18.51%-12.67%-8.55%-5.10%
Liabilities / equity0.290.360.490.560.57
Current ratio2.314.443.612.792.542.51

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001651562.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-30-0.34reported discrete quarter
2022-Q32022-09-30-0.25reported discrete quarter
2023-Q12023-03-31-0.22reported discrete quarter
2023-Q22023-06-30153,702,000-31,743,000-0.21reported discrete quarter
2023-Q32023-09-30165,540,000-32,090,000-0.21reported discrete quarter
2023-Q42023-12-31168,880,000-20,357,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31169,068,000-21,256,000-0.14reported discrete quarter
2024-Q22024-06-30170,337,000-22,974,000-0.15reported discrete quarter
2024-Q32024-09-30176,089,000-13,689,000-0.09reported discrete quarter
2024-Q42024-12-31179,180,000-21,611,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31179,300,000-7,800,000-0.05reported discrete quarter
2025-Q22025-06-30187,100,000-7,800,000-0.05reported discrete quarter
2025-Q32025-09-30194,200,000-8,600,000-0.05reported discrete quarter
2025-Q42025-12-31196,900,000-26,800,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31195,700,000-20,500,000-0.12reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001651562-26-000030.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following section discusses financial condition and results of operations of Coursera, Inc. and its subsidiaries (“Coursera,” the “Company,” “we,” “us,” or “our”) and should be read in conjunction with our Condensed Consolidated Financial Statements (Unaudited) and the related notes included in Item 1 of Part I of this report and together with our Consolidated Financial Statements and the related notes and the discussions under the heading “Management’s Discussions and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 23, 2026 (“Form 10-K”).

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this report other than statements of historical fact, including statements identified by words such as “accelerate,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms, or similar expressions, are forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•trends and expectations for growth in the global learning ecosystem;

•the expected timing and benefits of our proposed merger with Udemy, Inc. (“Udemy”);

•the acceptance, adoption, and growth of online learning and credentialing;

•market acceptance and demand for our platform and offerings;

•the potential benefits of our solutions to learners and content creators;

•anticipated launch dates of new content creator programs;

•our business model;

•our expectations of our future financial performance, including revenue, expenses, and profitability;

•our ability to develop industry micro-credentials and accredited degree programs;

•our ability to successfully develop, launch, maintain, and scale new programs, offerings, and features, including artificial intelligence (“AI”);

•our ability to manage ethical, transparency, and trust considerations associated with our AI technologies;

•our plan to expand access for our AI-powered translations, Coach, Role Play, and Course Builder;

•our ability to continue providing learners with the necessary skills for career development;

•our ability to deliver tools that content creators can use to align with evolving workforce needs;

•our ability to expand our platform’s content and credentialing programs;

•our ability to source new content creators and expand program offerings with existing content creators;

•our ability to establish, maintain, and expand our content creator relationships, strategic partnerships, and collaborations;

•our ability to navigate changes in content creator financial terms, including potential disruptions to partnerships and offerings;

•our ability to manage or sustain our growth and to effectively expand our global customer base and operations;

•our ability to drive adoption of our platform among Enterprise customers;

•our ability to acquire prospective learners and to affect or increase learner enrollment, revenue, and retention;

•our growth strategies, plans, objectives, and goals;

•our ability to successfully expand our international operations;

•our ability to adapt to changing geopolitical dynamics and economic environments;

•our ability to compete and expectations about the future competitive landscape;

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•our ability to attract and retain key employees;

•the scalability of our platform and operations;

•our ability to develop and protect our brand;

•the size of our addressable markets, market share, and market trends;

•the affordability and convenience of our platform;

•our ability to maintain an effective pricing structure;

•our ability to obtain, maintain, protect, and enforce our intellectual property (“IP”) and proprietary rights and successfully defend against claims of infringement, misappropriation, or other violations of third-party IP;

•our anticipated future capital requirements, including the availability of capital to grow our business;

•our ability to successfully defend, settle, or otherwise resolve any current or future legal proceedings;

•our ability to implement and maintain effective policies, procedures, and internal controls;

•our ability to comply with potential changes in laws and regulations applicable to us or our content creators;

•our expense reduction initiatives and their anticipated timing and impact;

•our expectations regarding the sufficiency of our cash and financial resources to fund our operations over time;

•our contractual obligations and commitments;

•the anticipated utility of our non-GAAP financial measures and key business metrics; and

•our expectations as to interest rate and foreign currency risks.

In addition, any statements contained herein that are not statements of historical facts are deemed to be forward-looking statements. These forward-looking statements reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions as of the date of this report, and are subject to a number of risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by our forward-looking statements. These risks and uncertainties include, but are not limited to, those risks discussed in Part II, Item 1A “Risk Factors” of this report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We qualify all of the forward-looking statements in this report with these cautionary statements.

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, events, or circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

Overview

Coursera operates a global online learning platform that connects an ecosystem of learners, content creators, organizations, and institutions. The platform offers high-quality educational content, credentials, and learning tools to support skills development and career advancement.

We partner with over 375 content creators, including universities and industry organizations, to develop and distribute educational content that is modular, flexible, and affordable. As of March 31, 2026, the platform had approximately 205 million cumulative Registered Learners.

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Coursera offers a range of learning products to meet diverse educational and professional development needs, from hands-on labs to build practical skills to industry micro-credentials and accredited degree programs that can advance a career. We continue to invest in platform capabilities to enhance and personalize the delivery of skills at global scale. Recent innovations include generative AI-powered features for tutoring, translations, interactive role play, and custom course authoring, as well as role-based solutions like Skills Tracks. These tools enable content creators and institutions to deliver targeted learning aligned with evolving workforce needs. Organizations across the public and private sectors use Coursera to upskill and reskill employees, students, and citizens in fields such as generative AI, data science, technology, and business.

Coursera serves individual learners and institutional customers through two operating segments: Consumer and Enterprise. The Consumer segment focuses on attracting learners via branded content, institutional partnerships, and digital marketing, supported by personalized discovery and localized recommendations. The Enterprise segment engages employers, academic institutions, and government organizations through a direct sales team, as well as data-driven insights derived from activity on the Consumer platform. This approach enables Coursera to efficiently expand its reach, while delivering learning solutions and essential skills aligned with the evolving needs of both individuals and institutions.

Recent Developments

Transaction with Udemy

On December 17, 2025, Coursera and Udemy, Inc. entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Coursera will combine with Udemy in an all-stock transaction (the “Merger”). Under the terms of the Merger Agreement, each issued and outstanding share of Udemy common stock would be converted into the right to receive 0.800 shares of our common stock. The transaction has been unanimously approved by the Boards of Directors of both Coursera and Udemy.

On April 9, 2026, the transaction was approved by Coursera and Udemy stockholders. The transaction remains subject to the remaining regulatory approval processes and customary closing conditions.

Key Financial Results for First Quarter 2026

•Total revenue was $195.7 million, up 9% from $179.3 million a year ago.

•Gross profit was $108.6 million, compared to $97.9 million a year ago. Non-GAAP gross profit was $110.8 million, compared to $100.1 million a year ago.

•Net loss was $(20.5) million, compared to $(7.8) million a year ago. Non-GAAP net income was $12.4 million, compared to $19.7 million a year ago.

•Net loss per share was $(0.12), compared to $(0.05) a year ago. Non-GAAP net income per share was $0.07, compared to $0.12 a year ago.

•Adjusted EBITDA was $13.5 million, compared to $18.7 million a year ago.

•Net cash provided by operating activities was $14.6 million, compared to $33.5 million a year ago. Free Cash Flow was $3.0 million, compared to $25.3 million a year ago.

The foregoing highlights mention both GAAP and non-GAAP financial measures. For definitions of our non-GAAP financial measures and why we believe they are useful, please see “Non-GAAP Financial Measures” below.

Organizational Updates and Strategic Realignment

CFO Appointment

On November 13, 2025, the Board appointed Michael Foley to serve as Senior Vice President, Chief Financial Officer and Treasurer, and principal financial officer on an interim basis. Effective January 3, 2026, the Board designated Mr. Foley to also serve as our principal accounting officer. Effective March 16, 2026, our Board appointed Michael Foley to serve in these roles on a permanent basis.

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Restructuring and Expense Reduction Initiatives

In October 2024, we announced a commitment to reducing overall expenses, focus our efforts, and prioritize future investments in key initiatives that we expect will drive long-term, sustainable growth. This initiative resulted in a reduction of our global workforce by approximately 9%, creating capacity for targeted investments, as well as incremental profitability. As a result, we recognized restructuring related charges of $0.7 million, made cash payments of $5.2 million, and also recognized a reversal of stock-based compensation of $1.6

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-02-23. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following section discusses the financial condition and results of operations of Coursera, Inc. and its subsidiaries (“Coursera,” the “Company,” “we,” “us,” or “our”) and should be read in conjunction with our Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report on Form 10-K (“Form 10-K”). This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-K. You should review the disclosure under the heading “Risk Factors” under Part I, Item 1A in this Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Organization of Information

Management’s discussion and analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying Consolidated Financial Statements. It includes the following sections:

•Overview

•Key Financial Results

•Recent Developments

•Factors Affecting Our Performance

•Impact of Macroeconomic Conditions

•Components of Results of Operations

•Results of Operations

•Liquidity and Capital Resources

•Key Business Metrics and Non-GAAP Financial Measures

•Critical Accounting Estimates

•Recent Accounting Pronouncements

In this section of the Form 10-K, we discuss our financial condition and results of operations for the years ended December 31, 2025 and 2024. Our financial condition and results of operations for the years ended December 31, 2024 and 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) on February 24, 2025.

Overview

Coursera operates a global online learning platform that connects an ecosystem of learners, content creators, organizations, and institutions. The platform offers high-quality educational content, credentials, and learning tools to support skills development and career advancement.

We partner with over 375 content creators, including universities and industry organizations, to create and distribute educational content that is modular, flexible, and affordable. As of December 31, 2025, the platform had approximately 197 million cumulative Registered Learners.

Coursera offers a range of learning products to meet diverse educational and professional development needs, including Guided Projects, industry micro-credentials, and accredited degree programs. We continue to invest in platform capabilities to enhance and scale the delivery of online education. Recent innovations include generative AI-powered features such as Coach, Role Play, and Course Builder, as well as role-based solutions like Skills Tracks. These tools enable content creators and institutions to deliver targeted learning aligned with evolving workforce needs. Organizations across the public and private sectors use Coursera to upskill and reskill employees, students, and citizens in fields such as generative AI, data science, technology, and business.

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Coursera serves individual learners and institutional customers through two operating segments: Consumer and Enterprise. The Consumer segment focuses on attracting learners via branded content, institutional partnerships, and digital marketing, supported by personalized discovery and localized recommendations. The Enterprise segment engages employers, academic institutions, and government organizations through a direct sales team, as well as data-driven insights derived from activity on the Consumer platform. This approach enables Coursera to efficiently expand its reach, while delivering learning solutions and essential skills aligned with the evolving needs of both individuals and institutions.

Recent Developments

Transaction with Udemy

On December 17, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine with Udemy, Inc., an online learning platform. Under the terms of the Merger Agreement, each issued and outstanding share of Udemy common stock would be converted into the right to receive 0.800 shares of our common stock. The Merger, which is anticipated to close by the second half of calendar year 2026, is subject to approval by Coursera and Udemy stockholders, the receipt of required regulatory approvals including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other customary closing conditions. On February 9, 2026, the Federal Trade Commission granted early termination of the waiting period under the HSR Act. In the event of a termination of the Merger Agreement under certain specified circumstances, we will be required to pay Udemy a termination fee in the amount of $40.5 million.

Key Financial Results for the Year Ended 2025

•Total revenue was $757.5 million, up 9% from $694.7 million a year ago.

•Gross profit was $413.4 million, compared to $371.4 million a year ago. Non-GAAP gross profit was $421.6 million, compared to $379.6 million a year ago.

•Net loss was $(51.0) million, compared to $(79.5) million a year ago. Non-GAAP net income was $66.8 million, compared to $55.6 million a year ago.

•Net loss per share was $(0.31), compared to $(0.51) a year ago. Non-GAAP net income per share was $0.39, compared to $0.34 a year ago.

•Adjusted EBITDA was $63.5 million, compared to $41.5 million a year ago.

•Net cash provided by operating activities was $108.7 million, compared to $95.4 million a year ago. Free Cash Flow was $78.5 million, compared to $59.3 million a year ago.

The foregoing highlights mention both GAAP and non-GAAP financial measures. For definitions of our non-GAAP financial measures and why we believe they are useful, please see “Non-GAAP Financial Measures” below.

Organizational Updates and Strategic Realignment

Leadership Transitions

Effective February 3, 2025, our Board of Directors (the “Board”) appointed Gregory Hart as our President, Chief Executive Officer (“CEO”), and a Class III director on our Board. Effective October 29, 2025, Kenneth Hahn resigned from his positions as Senior Vice President, Chief Financial Officer, and Treasurer, and transitioned to an advisory role for a one-year period. Our Board appointed Mr. Hart, Coursera's President, CEO, and principal executive officer, to serve as Coursera's principal financial officer, effective October 30, 2025. On November 13, 2025, the Board appointed Michael Foley to serve as Senior Vice President, Chief Financial Officer and Treasurer, and principal financial officer on an interim basis. Effective January 3, 2026, our Board also designated Mr. Foley to also serve as our principal accounting officer. For additional information, refer to Note 1, Basis of Presentation and Description of Business, and Note 11, Employee Benefit Plans, both included in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K and Item 9B, Other Information, included in Part II of this Form 10-K.

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Reporting Segments

Our chief operating decision maker (“CODM”) is our CEO. In connection with Mr. Hart’s appointment as our CEO, we simplified our business model and conduct our operations through two reporting segments: Consumer and Enterprise. This updated structure reflects how our CODM assesses performance and allocates resources to support our strategic and operational priorities. This segment reporting change does not impact our Enterprise segment or consolidated results. Prior-period segment information has been recast to conform to the current presentation. For additional information, refer to Note 13, Segment and Geographic Information, included in Part II, Item 8 of this Form 10-K.

Restructuring and Expense Reduction Initiatives

During 2024 and the first quarter of 2025, in alignment with our efforts to refine our business strategy and hone our focus, we reduced our expenses and prioritized investments in key initiatives expected to drive long-term, sustainable growth.

In January 2024, we implemented a plan to restructure our Enterprise segment sales force. Related cash payments approximated the expense amount for the period and are reflected as cash used in operating activities within our Consolidated Statements of Cash Flows. In October 2024, we announced a commitment to further reduce overall expenses, focus our efforts, and prioritize future investments in key initiatives that we expect will drive long-term, sustainable growth. This initiative resulted in a reduction of our global workforce by approximately 9%, creating capacity for targeted investments, as well as incremental profitability.

As a result of these actions, we recognized restructuring related charges of $6.8 million during the year ended December 31, 2024. Related cash payments approximated the expense amount for the period and are reflected as cash used in operating activities within our Consolidated Statements of Cash Flows. During the year ended December 31, 2025, we recognized charges of $0.7 million, made cash payments of $5.2 million, and also recognized a reversal of stock-based compensation expense of $1.6 million due to the forfeiture of restricted stock units (“RSUs”) and stock options.

Factors Affecting Our Performance

Our business growth and future success depend on many factors. While these factors present opportunities for us, they also pose challenges that we must address to sustain growth and improve our results of operations.

Ability to innovate our products. Central to our strategy is the continued innovation of our products. We aim to expand access to in-demand skills and high-quality education that supports career advancement by focusing on enhancing our platform’s capabilities. This includes accelerating product development cycles, leveraging data-driven insights, and applying AI tools to improve the experience for learners, customers, and content creators across our platform.

Ability to source in-demand content. We believe learners and customers are attracted to Coursera due to the quality, trust, and job-relevance of our wide selection of educational content provided by our content creators. We intend to accelerate our content development efforts, continuing to source and produce in-demand content and credentials to attract, convert, and retain learners and grow our revenue over time. These efforts are designed to address evolving skill requirements and support workforce development at scale in collaboration with our content creators.

Ability to attract and retain trusted content creators. We believe our reach, scale, and reputation position us as a valuable partner for leading organizations and institutions seeking to develop and distribute content and credentials to a global audience. To remain a preferred platform for trusted content creators, we continue to invest in growing and engaging our learner base, enhancing the learning and authoring experience through AI-powered product innovations (e.g., Coach, AI translations, and Course Builder), and providing a suite of academic integrity features to verify skills mastery (e.g., identity verification and anti-plagiarism detection). Additionally, we are focused on providing personalized discovery, career guidance, and recommendations, increasing conversion into paid offerings through efficient marketing, and enhancing data-driven insights and tools for learners, content creators, organizations, and institutions.

Ability to enhance our go-to-market capabilities. To grow our business, we must efficiently attract learners and customers, offer a compelling value proposition, and increase engagement and retention on our platform over time. Learners are central to our ecosystem, as their participation helps attract content creators who value our global reach. To increase engagement and retention, we are investing in platform capabilities that serve a broad audience. We aim to create a more unified and integrated experience through personalized recommendations, localized discovery, and clear value propositions that support learners’ educational and career goals and help customers develop their workforces at scale.

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Impact of mix shift over time. The mix of our business between our Consumer and Enterprise segments shifts periodically, which can affect our financial performance. We typically incur content costs in the form of fees paid to our content creators, calculated as a percentage of net revenue generated from their content. In 2025, we began compensating our content creators based on learner engagement rather than enrollment rates. We expect this change to incentivize the development of more engaging content, support innovation in learning formats, and better align incentives across the diverse content types offered on our platform.

Ability to convert free learners to paid learners. New learners often begin with free courses on our platform, which serve as a funnel to grow our learner base and generate referrals to paid offerings. We engage these learners through targeted marketing, personalized recommendations, and performance campaigns to highlight premium features and encourage conversion.

Ability to grow in international markets. We see significant opportunity to grow our learner base, particularly in regions with large, underserved adult learning populations. As part of our growth strategy, we have invested and plan to continue investing in marketing, localized discovery, and translation efforts to support international growth and grow our global customer and learner base. We have adapted the front-end experience for Consumer learners, tailoring our pricing and checkout options, including offering local currency transactions in select markets. Our results will depend on our ability to effectively price and package our Consumer products to meet local demand and manage foreign currency risks.

Ability to retain and expand our Enterprise customer relationships. Retaining and expanding usage within our existing Enterprise customer base, as well as attracting new customers, are critical drivers of our performance. The Enterprise market is highly competitive and subject to rapid changes driven by evolving customer needs, technological advancements, and shifting labor market dynamics. Emerging and evolving technologies, such as AI, may create opportunities for workforce training and upskilling, though the extent of their impact on demand for our platform remains uncertain. Our competitive position will be influenced by the strength of our product offerings, our pace of innovation, and our ability to deliver measurable outcomes for customers.

Impact of Macroeconomic and Geopolitical Factors

Our business and financial conditions have been, and may continue to be, impacted by adverse macroeconomic factors, including inflation, interest rates fluctuations, and volatility in foreign currency rates. Global, regional, macroeconomic, and geopolitical conditions have impacted overall student engagement and may continue to negatively impact total student enrollments.

Components of Results of Operations

Revenue

We generate revenue from contracts with customers for access to the educational content hosted on our platform and related services across our two reportable segments: Consumer and Enterprise.

Consumer and Enterprise revenue primarily consists of subscriptions, with terms ranging from 30 days for certain Consumer subscriptions to one to three years for Enterprise license subscriptions. Consumer subscriptions are paid in advance, while Enterprise subscriptions are usually invoiced in advance in annual or quarterly installments. Since access to our platform represents a series of distinct services that we continually provide over the subscription term, revenue is recognized ratably over that period. We typically serve as the principal for revenue generated from sales to Consumer and Enterprise customers, as we control the performance obligation and are responsible for delivering content access. Consumer revenue also includes degree product revenue generated from contracts with university partners to host and deliver their online bachelor’s and master’s degrees or postgraduate diplomas. We earn a service fee, determined as a percentage of the total tuition collected from students in degree programs, net of refunds.

Cost of Revenue

Cost of revenue consists of content costs, which are fees paid to content creators, and expenses associated with the operation and maintenance of our platform. These expenses include the cost of servicing support requests from both paid learners and content creators, content translation and captioning, hosting and bandwidth costs, amortization of acquired technology, internal-use software, and content assets, customer payment processing fees, and facilities costs. Content costs as a percentage of revenue for our Consumer and Enterprise offerings can vary based on the content mix of each segment.

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Operating Expenses

Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs, which include salaries, stock-based compensation expense, payroll taxes, commissions, bonuses, and benefits, make up the most significant component of our operating expenses. Our operating expenses also include marketing and advertising expenses, consulting and services expenses, office expenses, depreciation and amortization, and facilities costs. We are focused on investing in initiatives which will drive operational efficiency while focusing resources on high-growth opportunities, therefore operating expenses as a percentage of revenue may vary from period to period, in part due to the extent and timing of sales and marketing initiatives, but over the long term we anticipate our operating expenses will generally decrease as a percentage of revenue.

Research and development. Our research and development expenses primarily consist of personnel and personnel-related costs, including stock-based compensation expense, and costs related to the ongoing management, maintenance, and expansion of content, features, and services offered on our platform. We believe that continued investment in our platform is important for future growth and for maintaining and attracting content creators and learners.

Sales and marketing. Our sales and marketing expenses primarily consist of personnel and personnel-related costs, including stock-based compensation expense, as well as costs related to acquiring learners, customers, and content creators, support efforts, and marketing. Sales and marketing expenses also include hosting and bandwidth costs.

General and administrative. Our general and administrative expenses primarily consist of personnel and personnel-related costs, including stock-based compensation expense, as well as professional services fees, costs related to compliance and reporting obligations, legal settlements, and other corporate expenses.

Restructuring related charges. Our restructuring related charges consist of costs associated with our restructuring and expense reduction initiatives and are primarily personnel expenses, such as employee severance and benefits costs, net of the reversal of stock-based compensation expense from forfeitures.

Interest Income, Net

Interest income, net primarily consists of interest income earned on our cash and cash equivalents. The amount varies each reporting period based on our average balance of cash and cash equivalents, during the period, as well as market interest rates.

Other Income (Expense), Net

Other income (expense), net primarily consists of foreign exchange gains (losses) and impairment charges related to equity investments.

Income Tax Expense

Income tax expense primarily consists of state and foreign income taxes for jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. federal and state deferred tax assets as the realization of these deferred tax assets, including net operating loss carryforwards and tax credits primarily related to research and development, is uncertain. We expect to maintain this full valuation allowance until it becomes more likely than not that the deferred tax assets will be realized.

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Results of Operations

The following table summarizes our results of operations, which are not necessarily indicative of future results.

Year Ended December 31,

2025

2024

2023

(in millions)

Revenue

$

757.5 

$

694.7 

$

635.8 

Cost of revenue(1)

344.1 

323.3 

306.0 

Gross profit

413.4 

371.4 

329.8 

Operating expenses:

Research and development(1)

121.6 

132.1 

160.1 

Sales and marketing(1)

255.7 

234.9 

222.8 

General and administrative(1)

114.4 

108.7 

98.3 

Restructuring related charges(1)

(0.9)

8.9 

(5.8)

Total operating expenses

490.8 

484.6 

475.4 

Loss from operations

(77.4)

(113.2)

(145.6)

Interest income, net

32.0 

36.7 

34.4 

Other expense, net

(0.5)

(2.0)

— 

Loss before income taxes

(45.9)

(78.5)

(111.2)

Income tax expense

5.1 

1.0 

5.4 

Net loss

$

(51.0)

$

(79.5)

$

(116.6)

(1)Includes stock-based compensation expense as follows:

Year Ended December 31,

2025

2024

2023

(in millions)

Cost of revenue

$

2.5 

$

2.7 

$

2.6 

Research and development

34.8 

41.8 

49.9 

Sales and marketing

20.8 

28.1 

31.3 

General and administrative

38.6 

35.5 

31.4 

Restructuring related charges

(1.6)

— 

(5.6)

Total stock-based compensation expense

$

95.1 

$

108.1 

$

109.6 

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The following table summarizes our results of operations as a percentage of revenue:

Year Ended December 31,

2025

2024

2023

Revenue

100.0 

%

100.0 

%

100.0 

%

Cost of revenue

45.4 

46.5 

48.1 

Gross profit

54.6 

53.5 

51.9 

Operating expenses:

Research and development

16.1 

19.0 

25.2 

Sales and marketing

33.8 

33.8 

35.0 

General and administrative

15.0 

15.7 

15.5 

Restructuring related charges

(0.1)

1.3 

(0.9)

Total operating expenses

64.8 

69.8 

74.8 

Loss from operations

(10.2)

(16.3)

(22.9)

Other income (expense):

Interest income, net

4.2 

5.3 

5.4 

Other expense, net

(0.1)

(0.3)

— 

Loss before income taxes

(6.1)

(11.3)

(17.5)

Income tax expense

0.6 

0.1 

0.8 

Net loss

(6.7)

%

(11.4)

%

(18.3)

%

Comparison of the Years Ended December 31, 2025 and 2024

Revenue

Year Ended December 31,

Change

2025

2024

$

%

(in millions, except percentages)

Revenue:

Consumer

$

502.2 

$

455.8 

$

46.4 

10 

%

Enterprise

255.3 

238.9 

16.4 

7 

%

Total revenue

$

757.5 

$

694.7 

$

62.8 

9 

%

Revenue for the year ended December 31, 2025 was $757.5 million, an increase of $62.8 million, or 9%, compared to $694.7 million for the prior year. Revenue growth was primarily driven by an 18% increase in the average total number of Registered Learners, resulting in more paid learners, and a 10% increase in the average total number of Paid Enterprise Customers with growth supported by increased Coursera Plus subscription adoption, ongoing platform improvements, and localized pricing, payment, and promotional capabilities.

Consumer revenue for the year ended December 31, 2025 increased by $46.4 million, or 10%, compared to the prior year. This increase was primarily driven by growth in subscription revenue from Coursera Plus, partially offset by a decline in direct purchases of Specializations.

Enterprise revenue for the year ended December 31, 2025 increased by $16.4 million, or 7%, compared to the prior year, attributable to an increase in new customers. Acquisitions of new customers drove an increase of $16.7 million.

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Cost of Revenue, Gross Profit, and Gross Margin

Year Ended December 31,

Change

2025

2024

$

%

(in millions, except percentages)

Cost of revenue

$

344.1 

$

323.3 

$

20.8 

6 

%

Gross profit

$

413.4 

$

371.4 

$

42.0 

11 

%

Gross margin

54.6 

%

53.5 

%

Cost of revenue for the year ended December 31, 2025 was $344.1 million, compared to $323.3 million for the prior year. The primary drivers of the increase were revenue growth, which resulted in an increase of $12.3 million in content-related costs and a $4.6 million increase in amortization expense of content assets.

Content costs for the Consumer segment were $193.9 million and $183.8 million for the years ended December 31, 2025 and 2024, with content costs as a percentage of revenue of 38.6% and 40.3% for the same periods. Content costs for the Enterprise segment were $77.2 million and $75.0 million for the years ended December 31, 2025 and 2024, with content costs as a percentage of revenue of 30.3% and 31.4% for the same periods. Content costs as a percentage of revenue for both segments decreased due to higher learner engagement in content created under production arrangements with lower revenue share.

Gross margin was 54.6% for the year ended December 31, 2025, an increase from 53.5% for the prior year. The increase in gross margin was driven by lower content cost rates in both our Consumer and Enterprise segments.

Operating Expenses

Year Ended December 31,

Change

2025

2024

$

%

(in millions, except percentages)

Operating expenses:

Research and development

$

121.6 

$

132.1 

$

(10.5)

(8)

%

Sales and marketing

255.7 

234.9 

20.8 

9 

%

General and administrative

114.4 

108.7 

5.7 

5 

%

Restructuring related charges

(0.9)

8.9 

(9.8)

nm

Total operating expenses

$

490.8 

$

484.6 

$

6.2 

1 

%

Total operating expenses for the year ended December 31, 2025 were $490.8 million, compared to $484.6 million for the prior year.

Research and development expenses for the year ended December 31, 2025 were $121.6 million, compared to $132.1 million for the prior year. This decrease was primarily due to lower personnel-related expenses of $12.9 million, including $7.0 million in stock-based compensation expense, resulting from our October 2024 expense reduction initiative and from shifting resources to lower-cost regions, partially offset by higher content creation costs of $1.0 million.

Sales and marketing expenses for the year ended December 31, 2025 were $255.7 million, compared to $234.9 million for the prior year. The increase was primarily due to an increase in marketing and advertising expenses of $32.7 million and travel related expenses of $1.5 million, partially offset by lower personnel-related expenses of $10.3 million, including $7.4 million in stock-based compensation expense, resulting from our 2024 expense reduction initiatives and a decrease in consulting services expenses of $4.3 million.

General and administrative expenses for the year ended December 31, 2025 were $114.4 million, compared to $108.7 million for the prior year. This increase was primarily driven by an increase of $8.5 million in expenses related to M&A transaction costs associated with the merger with Udemy, and higher personnel-related expense of $3.7 million, largely related to our CEO and CFO leadership transitions, including $3.1 million in stock-based compensation expense, partially offset by a $4.8 million decrease in loss contingencies related to certain significant legal matters and lower attributed facilities costs of $2.4 million.

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Restructuring related charges for the year ended December 31, 2025 were $(0.9) million, compared to $8.9 million for the prior year. For 2025, the charges primarily consist of the reversal of stock-based compensation expense for the forfeitures of RSUs and stock options, mostly offset by personnel expenses, such as employee severance and benefits costs, related to our October 2024 expense reduction initiative. For 2024, the expenses primarily consist of personnel expenses, such as employee severance and benefits costs, related to our expense reduction initiative initiated in January 2024. Refer to Note 14, Restructuring Related Charges, included in Part II, Item 8 of this Form 10-K for further information.

Other Income (Expense)

Year Ended December 31,

Change

2025

2024

$

%

(in millions, except percentages)

Interest income, net

$

32.0 

$

36.7 

$

(4.7)

(13)

%

Other income (expense), net

(0.5)

(2.0)

1.5 

nm

Total other income, net

$

31.5 

$

34.7 

$

(3.2)

(9)

%

Total other income (expense), net for the year ended December 31, 2025 was primarily comprised of interest income earned on cash and cash equivalents. Interest income, net decreased during the year ended December 31, 2025, compared to the prior year, due to lower interest rates and our average rate of return on investments in U.S. Treasury securities. Other income (expense), net for 2025 and 2024 were primarily comprised of unrealized foreign exchange gains and losses. Our foreign subsidiaries’ operating costs are typically denominated in the local currencies for each country and are subject to foreign currency fluctuations. We also maintain foreign-currency cash and cash equivalents in our foreign subsidiaries to support their ongoing operations.

Income Tax Expense

Year Ended December 31,

Change

2025

2024

$

%

(in millions, except percentages)

Income tax expense

$

5.1 

$

1.0 

$

4.1 

410 

%

Income tax expense for the year ended December 31, 2025 was $5.1 million, compared to $1.0 million for the prior year. The increase in income tax expense was primarily driven by a one-time benefit recognized in 2024 related to the release of a reserve for an uncertain tax position.

Liquidity and Capital Resources

Overview

As of December 31, 2025, our principal source of liquidity was cash and cash equivalents totaling $792.6 million.

Since our inception, we have financed our operations primarily through proceeds from the issuance of redeemable convertible preferred stock, our IPO, and cash generated from business operations. Our principal uses of cash in the years ended December 31, 2025 and 2024 include the funding of our business operations, investments in our internal-use software, purchases of content assets, and repurchases of our common stock.

We believe that our existing cash and cash equivalents, along with our expected cash flows from operations, will be sufficient to meet our cash needs for at least the next 12 months. Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and research and development expenditures, the continuing market acceptance of our offerings, and any investments or acquisitions we may choose to pursue in the future. If we need to borrow funds or issue additional equity, we cannot assure you that any such additional financing will be available on terms acceptable to us, if at all. Moreover, any future borrowings may result in additional restrictions on our business and any issuance of additional equity would result in dilution to investors. If we are unable to raise additional capital when desired and on terms acceptable to us, our business, results of operations, and financial condition could be materially and adversely affected.

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Contractual Obligations and Commitments

Our estimated future obligations as of December 31, 2025 include both current and long-term obligations. Under our operating leases, as described in Note 6, Leases, included in Part II, Item 8 of this Form 10-K, we have an immaterial current obligation and a long-term obligation of $5.7 million.

Our operating lease obligations as of December 31, 2025 were approximately $6.5 million, which consisted of facility lease payments remaining on those agreements through their staggered expiration concluding in 2030. We have office facility operating leases in the U.S., Canada, the United Kingdom, India, the United Arab Emirates, and the Kingdom of Saudi Arabia.

As of December 31, 2025, we had no significant firm purchase commitments in excess of one year, as described in Note 9, Commitments and Contingencies, included in Part II, Item 8 of this Form 10-K. On January 14, 2026, we entered into a $10.5 million purchase commitment for cloud infrastructure capacity for a period of three years ending on December 31, 2028.

Share Repurchase Program

On April 26, 2023, our Board approved a share repurchase program with authorization to purchase up to $95.0 million of our common stock, excluding commissions and fees. We funded these share repurchases with our existing cash and cash equivalents and completed the purchase authorization on May 7, 2024.

During the year ended December 31, 2024, we repurchased an aggregate of approximately 3.1 million shares of our common stock for $36.7 million under the aforementioned program.

Capital Expenditures

Our capital expenditures primarily include investments in property, equipment, and software, capitalized internal-use software costs, and purchases of content assets.

Cash Flows

The following table summarizes our cash flows:

Year Ended December 31,

2025

2024

2023

(in millions)

Net cash provided by operating activities

$

108.7 

$

95.4 

$

29.7 

Net cash provided by (used in) investing activities

(30.2)

29.9 

384.8 

Net cash used in financing activities

(13.5)

(55.0)

(79.3)

Net increase in cash, cash equivalents, and restricted cash

$

65.0 

$

70.3 

$

335.2 

Operating Activities

Cash provided by operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation expense, depreciation and amortization, and impairment losses, as well as the effect of changes in operating assets and liabilities during each period. Our main source of operating cash is payments received from our customers. Our primary use of cash from operating activities is for personnel-related expenses, content creator fees, marketing and advertising expenses, indirect taxes, and third-party cloud infrastructure expenses.

Net cash provided by operating activities for the year ended December 31, 2025 was $108.7 million, primarily resulting from improved operating leverage and working capital driven by (i) deferred revenue growth (ii) timing of vendor payments, partially offset by (iii) an increase in accounts receivable due to timing of invoicing and collections.

Net cash provided by operating activities for the year ended December 31, 2024 was $95.4 million, primarily resulting from improved operating leverage and working capital driven by (i) deferred revenue growth, (ii) an increase in incentive compensation and severance accruals, and (iii) an acceleration of accounts receivable collections.

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Cash provided by operating activities increased by $13.3 million during the year ended December 31, 2025, compared to the prior year, primarily resulting from improved operating leverage.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2025 was $30.2 million, primarily due to (i) capitalized internal-use software costs, (ii) purchases of content assets, and (iii) purchases of property, equipment, and software.

Net cash provided by investing activities for the year ended December 31, 2024 was $29.9 million, due to (i) proceeds from the maturities of marketable securities, partially offset by (ii) capitalized internal-use software costs, (iii) purchases of content assets, and (iv) purchases of property, equipment, and software.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2025 was $13.5 million, primarily due to (i) payments for tax withholding on vesting of RSUs, partially offset by (ii) proceeds from the exercise of stock options, and (iii) proceeds from our employee stock purchase plan.

Net cash used in financing activities for the year ended December 31, 2024 was $55.0 million, primarily driven by (i) payments related to repurchases of common stock under our share repurchase program and (ii) payments for tax withholdings on vesting of RSUs, partially offset by (iii) proceeds from the exercise of stock options, and (iv) proceeds from our employee stock purchase plan.

Key Business Metrics and Non-GAAP Financial Measures

We monitor the key business metrics and non-GAAP financial measures set forth below to help us evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), and may differ from similarly titled metrics or measures presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in “Non-GAAP Financial Measures” below.

Key Business Metrics

Registered Learners

We count the total number of Registered Learners at the end of each period. For purposes of determining our Registered Learner count, we treat each customer account that registers with a unique email as a “Registered Learner” and adjust for any spam, test accounts, and cancellations. Our Registered Learner count is not intended as a measure of active engagement. New Registered Learners are individuals that register in a particular period. We believe that the number of Registered Learners is an important indicator of the growth of our business and future revenue trends.

Year Ended December 31,

2025

2024

2023

(in millions)

New Registered Learners

29.1

26.3

23.7

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December 31,

2025

2024

(in millions, except percentages)

Total Registered Learners

197.3

168.2

Total Registered Learners year-over-year (“YoY”) growth

17 

%

Paid Enterprise Customers

We count the total number of Paid Enterprise Customers that are active on our platform at the end of each period. For purposes of determining our customer count, we treat each customer account that has a corresponding contract as a unique customer, and a single organization with multiple divisions, segments, or subsidiaries may be counted as multiple customers. We define a “Paid Enterprise Customer” as a customer who purchases Coursera via our direct sales force. For purposes of determining our Paid Enterprise Customer count, we exclude our Enterprise customers who do not purchase Coursera via our direct sales force, including organizations engaging on our platform through our Coursera for Teams offering or through our channel partners. For the year ended December 31, 2025, approximately 94% of Enterprise revenue was generated from our Paid Enterprise Customers. We believe that the number of Paid Enterprise Customers and our ability to increase this number is an important indicator of the growth of our Enterprise business and future Enterprise segment revenue trends.

December 31,

2025

2024

Paid Enterprise Customers

1,730

1,612

YoY growth

7 

%

Net Retention Rate for Paid Enterprise Customers

We disclose Net Retention Rate for Paid Enterprise Customers as a supplemental measure of our Enterprise revenue growth. We believe Net Retention Rate for Paid Enterprise Customers is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and grow revenue from our Paid Enterprise Customers.

We calculate annual recurring revenue (“ARR”) by annualizing each customer’s monthly recurring revenue (“MRR”) for the most recent month at period end. We calculate “Net Retention Rate” for a period by starting with the ARR from all Paid Enterprise Customers as of the 12 months prior to such period end, or “Prior Period ARR”. We then calculate the ARR from these same Paid Enterprise Customers as of the current period end, or “Current Period ARR”. Current Period ARR includes expansion within Paid Enterprise Customers and is net of contraction or attrition over the trailing 12 months but excludes revenue from new Paid Enterprise Customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at our Net Retention Rate for Paid Enterprise Customers.

Our Net Retention Rate for Paid Enterprise Customers was 93% for the year ended December 31, 2025, compared to 87% for the prior year, and was primarily the result of improvement in net retention in Coursera for Government and Coursera for Campus. Our Net Retention Rate for Paid Enterprise Customers is expected to fluctuate in future periods due to a number of factors, including the growth of our revenue base, the penetration within our Paid Enterprise Customer base, expansion of products and features, and our ability to retain and expand the relationships with our Paid Enterprise Customers.

Year Ended December 31,

2025

2024

Net Retention Rate for Paid Enterprise Customers

93 

%

87 

%

YoY change

600 bps

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Segment Revenue

We generate revenue from two reportable segments: Consumer and Enterprise.

Year Ended December 31,

2025

2024

2023

(in millions, except percentages)

Consumer revenue

$

502.2 

$

455.8 

$

416.2 

YoY growth

10 

%

10 

%

Enterprise revenue

$

255.3 

$

238.9 

$

219.6 

YoY growth

7 

%

9 

%

Total revenue

$

757.5 

$

694.7 

$

635.8 

YoY growth

9 

%

9 

%

Segment Gross Profit

We monitor segment gross profit as a key metric to help us evaluate the financial performance of our individual segments. Segment gross profit represents segment revenue less segment content costs paid to content creators; segment gross margin is the quotient of segment gross profit and segment revenue. Given that content costs are the largest individual cost of our revenue, and that these costs contractually vary as a percentage of revenue between our Consumer and Enterprise offerings, mix shifts between our two segments can be a significant factor of our overall gross margin, financial performance, and profitability.

Year Ended December 31,

2025

2024

2023

(in millions, except percentages)

Consumer gross profit

$

308.3 

$

272.0 

$

244.0 

Consumer segment gross margin %

61.4 

%

59.7 

%

Enterprise gross profit

$

178.1 

$

163.9 

$

150.4 

Enterprise segment gross margin %

69.8 

%

68.6 

%

Consumer segment gross margin increased to 61.4% in the year ended December 31, 2025, up from 59.7% in the prior year. Similarly, Enterprise segment gross margin increased to 69.8% from 68.6% when comparing the same periods. The improvements in gross margin were primarily the result of lower content cost rates in both our Consumer and Enterprise segments for the year ended December 31, 2025, due to higher learner engagement in content created under new production arrangements with lower revenue share.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we have included non-GAAP gross profit, non-GAAP net income (loss), non-GAAP net income (loss) per share, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow, which are non-GAAP financial measures, because they are key measures used by our management to help us analyze our financial results, establish budgets and operational goals for managing our business, evaluate our performance, and make strategic decisions. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP financial measures and should be read only in conjunction with our Consolidated Financial Statements prepared in accordance with GAAP. Our presentation of these non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliations of GAAP to non-GAAP financial measures to more fully understand our business.

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Non-GAAP Gross Profit, Non-GAAP Net Income, and Non-GAAP Net Income Per Share

We define non-GAAP gross profit and non-GAAP net income as GAAP gross profit and GAAP net loss excluding: (i) stock-based compensation expense; (ii) amortization of stock-based compensation expense capitalized as internal-use software costs; (iii) payroll tax expense related to stock-based compensation; (iv) M&A related transaction costs; (v) costs and settlement (gains) losses related to significant and non-recurring legal and regulatory matters, net of insurance recoveries; and (vi) restructuring related charges. Non-GAAP net income per share is calculated by dividing non-GAAP net income by the diluted weighted average shares of common stock outstanding. We believe the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods.

The following tables provide a reconciliation of GAAP gross profit and GAAP net loss, the most directly comparable GAAP financial measure, to non-GAAP gross profit and non-GAAP net income:

Year Ended December 31,

2025

2024

2023

(in millions)

Gross profit

$

413.4 

$

371.4 

$

329.8 

Stock-based compensation expense

2.5 

2.7 

2.6 

Amortization of stock-based compensation capitalized as internal-use software costs

5.7 

5.5 

5.0 

Payroll tax expense related to stock-based compensation

— 

— 

0.1 

Non-GAAP gross profit

$

421.6 

$

379.6 

$

337.5 

Year Ended December 31,

2025

2024

2023

(in millions, except per share data)

Net loss

$

(51.0)

$

(79.5)

$

(116.6)

Stock-based compensation expense

96.7 

108.1 

115.2 

Amortization of stock-based compensation capitalized as internal-use software costs

5.7 

5.5 

5.0 

Payroll tax expense related to stock-based compensation

2.8 

2.9 

4.0 

M&A related transaction costs

11.9 

3.4 

— 

Significant and non-recurring legal and regulatory matters

1.6 

6.3 

— 

Restructuring related charges

(0.9)

8.9 

(5.8)

Non-GAAP net income

$

66.8 

$

55.6 

$

1.8 

Weighted-average shares used in computing net loss per share—basic

163.8

157.4

151.0

Effect of dilutive securities

5.9

7.1

15.6 

Weighted-average shares used in computing non-GAAP net income per share—diluted

169.7

164.5

166.6

Net loss per share—basic and diluted

$

(0.31)

$

(0.51)

$

(0.77)

Non-GAAP net income per share—diluted

$

0.39 

$

0.34 

$

0.01 

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are key measures used by our management to help us analyze our financial results, establish budgets and operational goals for managing our business, evaluate our performance, and make strategic decisions.

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We define Adjusted EBITDA as our GAAP net loss excluding: (i) depreciation and amortization; (ii) interest income, net; (iii) income tax expense; (iv) other (income) expense, net; (v) stock-based compensation expense; (vi) payroll tax expense related to stock-based compensation; (vii) M&A related transaction costs; (viii) costs and settlement (gains) losses related to significant and non-recurring legal and regulatory matters, net of insurance recoveries; and (ix) restructuring related charges. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

The following table provides a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA:

Year Ended December 31,

2025

2024

2023

(in millions, except percentages)

Net loss

$

(51.0)

$

(79.5)

$

(116.6)

Depreciation and amortization

28.8 

25.1 

22.3 

Interest income, net

(32.0)

(36.7)

(34.4)

Income tax expense

5.1 

1.0 

5.4 

Other expense, net

0.5 

2.0 

— 

Stock-based compensation expense

96.7 

108.1 

115.2 

Payroll tax expense related to stock-based compensation

2.8 

2.9 

4.0 

M&A related transaction costs

11.9 

3.4 

— 

Significant and non-recurring legal and regulatory matters

1.6 

6.3 

— 

Restructuring related charges

(0.9)

8.9 

(5.8)

Adjusted EBITDA

$

63.5 

$

41.5 

$

(9.9)

Net loss margin

(6.7)

%

(11.4)

%

(18.3)

%

Adjusted EBITDA Margin

8.4 

%

6.0 

%

(1.6)

%

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities, less capitalized internal-use software costs, purchases of content assets, and purchases of property, equipment, and software, as we consider these capital expenditures necessary to support our ongoing operations.

We consider Free Cash Flow to be a liquidity measure that provides useful information to management and investors in understanding and evaluating our liquidity and future ability to generate cash that can be used for strategic opportunities, including investing in our business and strengthening our balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures.

The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP financial measure, to Free Cash Flow:

Year Ended December 31,

2025

2024

2023

(in millions)

Net cash provided by operating activities

$

108.7 

$

95.4 

$

29.7 

Less: purchases of property, equipment, and software

(1.5)

(1.6)

(1.1)

Less: capitalized internal-use software costs

(18.1)

(17.2)

(15.3)

Less: purchases of content assets

(10.6)

(17.3)

(5.3)

Free Cash Flow

$

78.5 

$

59.3 

$

8.0 

77

Table of Contents

Critical Accounting Estimates

Our Consolidated Financial Statements have been prepared in accordance with GAAP. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent there are material differences between these estimates and our actual results, our financial position and results of operations will be affected.

We believe that of our significant accounting policies described in Note 2, Significant Accounting Policies, included in Part II, Item 8 of this Form 10-K, the critical accounting estimates, assumptions, and judgments that have the most significant impact on our Consolidated Financial Statements are described below.

Revenue Recognition

Determining whether we are the principal or agent in our revenue transactions requires significant judgment. We consider a range of indicators, including, but not limited to, who is primarily responsible for fulfilling the service, who has economic risk as a result of investing resources in advance of a sale transaction (“inventory risk”), and who has pricing discretion. As we control the performance obligation and are the primary obligor with respect to delivering access to course content for Consumer and Enterprise contracts and have inventory risk through recoupable advances paid to content creators, we are the principal in such transactions.

A portion of our Consumer revenue is generated through contracts with universities where we facilitate the delivery of their bachelor’'s and master’s degree programs or postgraduate diplomas. Revenue from these arrangements is determined based on a fee percentage applied to the total tuition collected from students, net of refunds, by the university partner. As a result, the revenue earned by us is dependent upon the number of learners enrolled and the tuition charged by the university partner. This is a form of variable consideration. We estimate revenue using an expected value method, which is based on what we expect to earn in return for our performance of the services, reduced by the amount, if any, considered probable of reversing in a future period. These estimates are continually evaluated until such time as the uncertainties are resolved, generally at the time the final term enrollment report is provided by the university partner.

Recent Accounting Pronouncements

Refer to Note 2, Significant Accounting Policies, included in Part II, Item 8 of this Form 10-K for a discussion of recent accounting pronouncements.