DEF 14A of Coursera, Inc., May 11, 2026

DEF 14A of Coursera, Inc.

Filed May 11, 2026 · FY20250001651562-26-000036

Open on EDGAR

  1. About Our Board of Directors

    About Our Board of Directors Our Board is divided into three classes with three-year terms. The following section provides summary information about our director nominees and continuing directors as of May 11, 2026.

  2. About Our Board of Directors

    | | | | | | Committee Membership(2) | | | | | Name | Age | Director Since | Class | Term Expiration(1) | Audit | Human Resources and Compensation (“HRC”) | Nominating and Corporate Governance (“Governance”) | Independent | | Director Nominees: | | | | | | | | | | Christopher D. McCarthy | 51 | 2023 | II | 2026 | Member | Member | — | ✔ | | Andrew Y. Ng Chairman of the Board | 50 | 2011 | II | 2026 | — | — | — | — | | Lydia Paterson | 53 | 2026 | II | 2026 | Chair | — | — | ✔ | | Continuing Directors: | | | | | | | | | | Carmen Chang | 78 | 2021 | I | 2028 | — | Chair | Member | ✔ | | Theodore R. Mitchell | 70 | 2020 | I | 2028 | Member | — | Chair | ✔ | | Scott D. Sandell Lead Independent Director | 61 | 2011 | I | 2028 | — | Member | — | ✔ | | Sohaib Abbasi | 69 | 2026 | III | 2027 | — | Member | — | ✔ | | Gregory M. Hart President and CEO | 56 | 2025 | III | 2027 | — | — | — | — | | Marylou Maco | 65 | 2026 | III | 2027 | — | — | Member | ✔ |

  3. About Our Board of Directors

    1.Each director’s respective three-year term expires at the annual meeting of stockholders to be held during the year indicated. If our director nominees are re-elected at the Annual Meeting, their respective terms will expire at our 2029 annual meeting of stockholders. 2.If our director nominees are re-elected at the Annual Meeting, each committee’s membership immediately following the Annual Meeting is expected to remain unchanged.

  4. About Our Board of Directors

    | Coursera | 5 | 2026 Proxy Statement |

  5. Director Skills and Qualifications

    Director Skills and Qualifications We strive to maintain an experienced and highly qualified Board with a broad range of perspectives and skills. Our Governance Committee periodically assesses the appropriate size, composition, and needs of our Board as well as the desired qualifications, expertise, and characteristics for membership on our Board and each of its committees. Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet applicable requirements of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). Our Board is made up of highly skilled individuals well versed in the technology, consumer, and education industries. The matrix below summarizes our Board members’ key skills and qualifications as a group. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in that area. The biographical information set forth below includes a summary of the experience and qualifications of each of our directors that support the Board’s decision for each director to serve as a member of our Board at this time.

  6. Director Skills and Qualifications

    | | Sohaib Abbasi | Carmen Chang | Gregory M. Hart | Marylou Maco | Christopher D. McCarthy | Theodore R. Mitchell | Andrew Y. Ng | Lydia Paterson | Scott D. Sandell | | Global Growth and Scale Experience expanding and scaling business internationally, with deep understanding of diverse market environments, geopolitical considerations, or economic conditions | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Technology and AI Background in technology, including understanding of technological trends and disruptors such as generative AI and machine learning | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Workforce Skilling Experience with workforce reskilling, upskilling, and training matters at an organizational level or in a broader societal context | | ✔ | | | | ✔ | ✔ | | | | Consumer Insights and Trends Background in analyzing, anticipating, and adapting to consumer behavior and market trends | | ✔ | ✔ | | ✔ | | ✔ | ✔ | ✔ | | Education Industry Experience and understanding of the education industry, including serving students and partnering with academic institutions | | ✔ | | | | ✔ | ✔ | | ✔ | | Operational Leadership Experience in executive management or operational leadership and able to provide insight into strategic and operating plans | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Finance and Accounting Knowledge or experience in financial reporting, accounting, or financing and investing activities | ✔ | ✔ | | ✔ | ✔ | ✔ | | ✔ | ✔ | | Public Company Board Governance and Compliance Experience as a director of another public company, including experience in board governance and risk oversight (e.g., regulatory, cybersecurity, and data privacy risks) | ✔ | ✔ | | ✔ | | ✔ | ✔ | ✔ | ✔ |

  7. Director Skills and Qualifications

    | Coursera | 6 | 2026 Proxy Statement |

  8. Director Biographies

    Director Biographies The biographies of our Class II director nominees and the other members of our Board as of May 11, 2026 are set forth below:

  9. Class II Director Nominees

    Class II Director Nominees

  10. Class II Director Nominees

    | Christopher D. McCarthy Director Since: January 2023 | Christopher D. McCarthy has served as the Chief Executive Officer and President of Creative Partner Studios, under an exclusive arrangement with NBCUniversal, since January 2026. Previously, Mr. McCarthy was the co-Chief Executive Officer of Paramount Global, Inc. from May 2024 to July 2025, where he led a business turnaround and oversaw the company’s merger with Skydance Media. During his tenure at Paramount, Mr. McCarthy held a series of progressively senior leadership positions, including President and CEO Paramount Television, MTV Entertainment and Showtime Studios. He began his career with the company as a freelancer in 2004 and rose to lead many of its most iconic global brands, including Paramount+, Showtime, MTV, VH1, CMT, Logo, Comedy Central, and Smithsonian. In addition to his corporate roles, Mr. McCarthy has led industry-wide coalitions to tackle mental health and civic engagement, driving record youth registration and turnout. Mr. McCarthy has served on the board of directors for the Animal Medical Center of New York since 2022. We believe that Mr. McCarthy is qualified to serve on our Board because of his significant operational, leadership, consumer trends, and social impact experience. | | Committee Membership: | Audit Committee, HRC Committee | | Education: | B.S. with Honors in Commerce and Engineering from Drexel University | | | M.B.A. from The Wharton School of Business at the University of Pennsylvania |

  11. Class II Director Nominees

    | Lydia Paterson Director Since: May 2026 | Lydia Paterson joined our Board effective May 11, 2026 in connection with the Merger with Udemy. Prior to the closing of the Merger, Ms. Paterson served as a director of Udemy since December 2019. Ms. Paterson most recently served as an operating partner at Prosus N.V. from April 2024 to December 2024. She previously served as Chief Executive Officer at OLX Group B.V., a global online classified marketplace and Prosus subsidiary, from March 2023 to April 2024, and as Chief Financial Officer from June 2016 to February 2023. Prior to that, Ms. Paterson served as the Vice President, Global Finance and Corporate Financial Planning & Analysis for PayPal Holdings, Inc., an online payments company, from 2012 to 2016. She also served in various finance executive roles at eBay Inc., a multinational e-commerce platform, from 1999 to 2012, and earlier served in various accounting roles at Coopers & Lybrand (subsequently PricewaterhouseCoopers) from 1993 to 1998. She has been designated by the Board as an "audit committee financial expert" as defined by SEC regulations. We believe that Ms. Paterson is qualified to serve on our Board because of her global business and leadership experience, financial expertise, and knowledge of technology companies. | | Committee Membership: | Audit Committee (Chair) | | Education: | B.B.A. from Simon Fraser University |

  12. Class II Director Nominees

    | Coursera | 7 | 2026 Proxy Statement |

  13. Class II Director Nominee

    Class II Director Nominee

  14. Class II Director Nominee

    | Andrew Y. Ng Director Since: October 2011 | Andrew Y. Ng is one of our co-founders and served as Co-CEO until 2014. He has served as our Chairman of the Board since our inception in 2014. Dr. Ng is a leading voice in artificial intelligence (AI) and online education. In 2013, he was named in the Time100 list of the most influential people in the world. Dr. Ng has served as Managing General Partner of AI Fund, a venture studio that supports entrepreneurs in building AI companies, since January 2018. Dr. Ng also has led DeepLearning.AI, an education technology company he founded to provide AI training, since June 2017. Dr. Ng is also the Founder of LandingAI, which provides visual AI solutions, where he has served as Executive Chairman since August 2024 and previously served as Chief Executive Officer and Chairman from October 2017 to August 2024. Dr. Ng has also served as the Managing Partner of AI Aspire, an advisory firm for AI strategy, since its formation in July 2025. Dr. Ng currently also serves as an adjunct professor in Computer Science at Stanford University. From April 2017 to May 2024, he was Chief Scientist at Baidu, Inc., a multinational technology company, where he led the company’s global AI strategy and infrastructure. Dr. Ng was the founding lead of the Google Brain team from 2011 to 2012. In 2011, Dr. Ng led the development of Stanford’s first massive open online course (MOOC) platform and launched an online machine learning class that reached over 100,000 students—an initiative that inspired the creation of Coursera. Since April 2024, Dr. Ng has served on the board of Amazon.com, Inc. In addition, Dr. Ng is a board member of several privately-held companies engaged in AI. Dr. Ng has authored or co-authored over 200 research papers in machine learning, robotics, and related fields. We believe that Dr. Ng is qualified to serve on our Board because of his knowledge of our company as co-founder, his breadth and depth of experience as a pioneer in online education and artificial intelligence, and his invaluable industry, technology, and leadership expertise. | | Education: | B.S. in Math and Computer Science from Carnegie Mellon University | | | M.S. in Electrical Engineering and Computer Science from MIT | | | Ph.D. in Computer Science from the University of California, Berkeley |

  15. Class II Director Nominee

    | Coursera | 8 | 2026 Proxy Statement |

  16. Class II Director Nominee

    | Scott D. Sandell Director Since: December 2011 | Scott D. Sandell is the Executive Chairman and Chief Investment Officer of NEA, a venture capital firm, since April 2024 and April 2023, respectively. Mr. Sandell also served as NEA’s Chief Executive Officer and Chairman from April 2023 to April 2024, Managing General Partner from April 2017 to April 2024, Co-Managing General Partner from March 2015 to April 2017, and as a General Partner since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. In addition to serving on the board of directors of several privately held companies, he currently serves as lead independent director of Cloudflare, Inc., an internet security company. Mr. Sandell previously served on the board of directors of Robinhood Markets, Inc. from June 2016 to May 2022, Tuya Inc. from April 2018 to June 2022, and Bloom Energy Corporation from August 2003 to May 2022. Outside of NEA, Mr. Sandell is actively involved with the National Venture Capital Association and is a founding director of the organization’s nonprofit, Venture Forward. He is also an Adjunct Lecturer at Stanford University. We believe that Mr. Sandell is qualified to serve on our Board because of his significant public company director experience and global business, leadership, finance, and venture capital industry expertise. | | Committee Membership: | HRC Committee | | Education: | A.B. in Engineering from Dartmouth College | | | M.B.A. from the Stanford Graduate School of Business |

  17. Class II Director Nominee

    | Sohaib Abbasi Director Since: May 2026 | Sohaib Abbasi joined our Board effective May 11, 2026 in connection with the Merger with Udemy. Prior to the closing of the Merger, Mr. Abbasi served on the board of directors of Udemy since July 2023. Mr. Abbasi has served as a senior advisor at TPG Global, a private equity firm, since July 2017, and previously as a member of Balderton Capital's Executive Council from January 2018 to June 2023. From 2004 to 2015, Mr. Abbasi served as the Chief Executive Officer of Informatica Corporation, a data integration company, where he also served as the Chair and a member of the board of directors. Mr. Abbasi previously served in various executive roles at Oracle Corporation. Mr. Abbasi served on the board of directors of Elastic N.V., from July 2022 to September 2025, and McAfee Corp., from November 2018 to March 2022. We believe that Mr. Abbasi is qualified to serve on our Board because of his significant leadership and operational experience, including as a CEO of a public technology company and as senior executive and director of multiple large public and private technology companies. | | Committee Membership: | HRC Committee | | Education: | B.S. and M.S. in Computer Science from the University of Illinois Urbana-Champaign |

  18. Class II Director Nominee

    | Coursera | 9 | 2026 Proxy Statement |

  19. Class II Director Nominee

    | Carmen Chang Director Since: October 2021 | Carmen Chang is a Partner and Head of Asia at New Enterprise Associates, Inc. (“NEA”), where she focuses on building NEA’s global organization and portfolio in China and other emerging markets in Asia. Ms. Chang joined NEA in 2012. Ms. Chang currently serves on the board of directors for a number of privately-held companies, including Availink, Inc., a semiconductor manufacturer, Moqi Inc., an innovative player in biometrics identification, Blue Ocean Technologies Inc., a developer of scalable, high performing AI chips, Cista System Corp., a developer of image sensor systems, and Woebot Labs, Inc., an AI-based digital mental health company. From 2016 to 2022, Ms. Chang served on the board of directors of Tuya Inc. Prior to joining NEA, Ms. Chang was a partner at a major Silicon Valley law firm, where she specialized in corporate and securities law and led that firm’s China practice. We believe that Ms. Chang is qualified to serve on our Board because of her significant business, legal, and leadership experience, including expertise in the Asian markets. | | Committee Membership: | HRC Committee (Chair), Governance Committee | | Education: | Master’s degree in modern Chinese history from Stanford University | | | J.D. from Stanford Law School |

  20. Class II Director Nominee

    | Gregory M. Hart Director Since: February 2025 | Gregory M. Hart was appointed as our President, CEO, and as a member of our Board effective on February 3, 2025. Mr. Hart previously served as Chief Operating Officer at Compass, Inc., a real estate technology company, from May 2022 to December 2023, and as its Chief Product Officer from April 2020 to April 2022. Prior to that, Mr. Hart held various leadership positions at Amazon.com, Inc., where he served for 23 years, including leading Amazon’s Prime Video global business, leading the Amazon Echo business, and as Technical Advisor to Jeff Bezos, Amazon’s founder and Chief Executive Officer. Since December 2024, he has served as a member of the board of directors of Bose Corporation. In addition, he serves as an unpaid advisor to Baller League GmbH. We believe that Mr. Hart is qualified to serve on our Board because of his extensive operational leadership, product, technology, and consumer experience. | | Education: | B.A. in English Literature from Williams College |

  21. Class II Director Nominee

    | Coursera | 10 | 2026 Proxy Statement |

  22. Class II Director Nominee

    | Marylou Maco Director Since: May 2026 | Marylou Maco joined our Board effective May 11, 2026 in connection with the Merger with Udemy. Prior to the closing of the Merger, Ms. Maco served on the board of directors of Udemy since December 2024. Ms. Maco has served on the board of directors for Avaya, LLC, a cloud communications company, since May 2023. Ms. Maco has served as Chief Revenue and Customer Experience Officer at Avaya, LLC since December 2023. Prior to Avaya, Ms. Maco served as the Executive Vice President of Worldwide Sales and Field Operations at Genesys Cloud Services, Inc., a customer experience software company, from July 2020 to January 2023. Before Genesys, Maco served in several sales executive leadership positions, including at CognitiveScale, Hewlett Packard Enterprise, and Oracle Corporation. Notably, Ms. Maco also spent more than two decades at Cisco Systems. We believe that Ms. Maco is qualified to serve on our Board because of her extensive leadership and go-to-market experience. | | Committee Membership: | Governance Committee | | Education: | Studied Management and Related Support Services at Penn State University |

  23. Class II Director Nominee

    | Theodore R. Mitchell Director Since: May 2020 | Dr. Theodore R. Mitchell has been the President of the American Council on Education (“ACE”) since September 2017. Prior to that time, he was the Under Secretary of the United States Department of Education from May 2014 until January 2017, responsible for all post-secondary and adult education policy programs as well as a $1.3 trillion Federal Student Aid portfolio. From January 2017 to September 2017, Dr. Mitchell served as a private consultant, including to ACE. Prior to his federal service, Dr. Mitchell served as Chief Executive Officer of the NewSchools Venture Fund, a national investor in education technology, from June 2005 to May 2014. Dr. Mitchell also previously served as President of the California State Board of Education, President of Occidental College, and in a variety of leadership roles at University of California, Los Angeles, including Vice Chancellor. Dr. Mitchell was Deputy to the President and to the Provost at Stanford University and began his career as a professor at Dartmouth College where he also served as Chair of the Department of Education. Dr. Mitchell is a board member for several privately held organizations: TIAA, Occidental College, Khan Academy, Education Quality Outcomes Standards Board, Jack Kent Cooke Foundation, and Credential Engine. He also served as a member of the board of directors of The McClatchy Company from May 2017 to August 2020 and of Frontline Ltd. from April 2017 to August 2018. We believe that Dr. Mitchell is qualified to serve on our Board because of his extensive experience as a leader in education, business, and public policy. | | Committee Membership: | Governance Committee (Chair), Audit Committee | | Education: | B.A. and Ph.D. in Education from Stanford University |

  24. Class II Director Nominee

    | Coursera | 11 | 2026 Proxy Statement |

  25. Non-Employee Director Compensation

    Non-Employee Director Compensation Our director compensation is designed to attract and retain qualified directors and address the time, effort, expertise, and accountability required of active Board membership. Our HRC Committee periodically evaluates the appropriate level and form of compensation for non-employee members of our Board and recommends changes when appropriate. As part of its evaluation, the HRC Committee reviews the information, analysis, and recommendations provided by our independent compensation consultant, Compensia, Inc. (“Compensia”), which includes benchmarking compensation paid to non-employee directors to companies in our compensation peer group. Under our non-employee director compensation policy, our non-employee directors are compensated for Board and Board committee service through annual equity retainers with a pre-established target economic value, an annual base cash retainer for board service, and additional annual retainers for non-executive Board Chair and committee service. In 2025, we made no changes to the compensation structure or retainers for our non-employee directors from 2024, which was structured as follows:

  26. Non-Employee Director Compensation

    | $185,000 | + | $37,500 | + | | Annual Equity Retainer | | Annual Cash Retainer | |

  27. Non-Employee Director Compensation

    The annual cash retainers are paid quarterly in arrears, pro-rated for any partial months of service. The annual equity retainer is paid in restricted stock units (“RSUs”) under the Coursera, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) following the conclusion of each annual meeting of our stockholders to each non-employee director who will continue serving as a member of the Board. The annual RSU award will be with respect to a number of shares of common stock having an aggregate value equal to $185,000, based on the average closing price of our common stock during the 30 calendar days prior to the grant date. Each annual RSU award vests on the earliest of the first anniversary of the grant date, the next annual meeting of stockholders following the grant date, or the consummation of a change in control as defined in the 2021 Plan, subject to the non-employee director’s continued service as a director of Coursera through the applicable vesting date. In addition, the Board, at its discretion, may grant a non-employee director an initial RSU award upon appointment to our Board. We also reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses incurred in connection with their attendance at Board and committee meetings. Employee directors do not receive any compensation for service as a Board member.

  28. Non-Employee Director Compensation

    | Coursera | 12 | 2026 Proxy Statement |

  29. 2025 Director Compensation

    2025 Director Compensation The following table provides information on the compensation paid to our non-employee directors for the year ended December 31, 2025, pursuant to the non-employee director compensation policy described above. Our employee directors do not receive any cash compensation for their service on our Board or its committees. Mr. Abbasi, Ms. Maco, and Ms. Paterson were appointed as directors effective May 11, 2026 and did not receive any compensation in 2025.

  30. 2025 Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards(1) ($) | Total ($) | | Carmen Chang | 57,000 | 185,438 | 242,438 | | Amanda M. Clark(2) | 55,000 | 185,438 | 240,438 | | Christopher D. McCarthy | 42,000 | 185,438 | 227,438 | | Theodore R. Mitchell | 56,500 | 185,438 | 241,938 | | Susan W. Muigai(2) | 45,000 | 185,438 | 230,438 | | Andrew Y. Ng | 57,500 | 185,438 | 242,938 | | Scott D. Sandell | 45,000 | 185,438 | 230,438 | | Sabrina L. Simmons(2) | 57,500 | 185,438 | 242,938 |

  31. 2025 Director Compensation

    1.Represents the aggregate grant date fair value of the annual RSU awards granted to all non-employee directors who were serving on the Board in May 2025 pursuant to our non-employee director compensation policy, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). For information on the assumptions used in the calculations of these amounts, refer to Notes 2 and 11 of our audited consolidated financial statements contained in our Annual Report. These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. 2.Mses. Clark, Muigai and Simmons served as directors until May 11, 2026. The following table sets forth the aggregate number of shares of common stock underlying stock option awards and RSUs held by each non-employee director as of December 31, 2025:

  32. 2025 Director Compensation

    | Name | Number of shares underlying stock options (#) | Number of shares underlying RSUs(1) (#) | | Carmen Chang | — | 21,765 | | Amanda M. Clark | — | 21,765 | | Christopher D. McCarthy | — | 24,209 | | Theodore R. Mitchell | 150,000 | 21,765 | | Susan W. Muigai | — | 27,972 | | Andrew Y. Ng | — | 21,765 | | Scott D. Sandell | — | 21,765 | | Sabrina L. Simmons | 150,000 | 21,765 |

  33. 2025 Director Compensation

    1.On May 21, 2025, we granted each non-employee director 21,765 RSUs that vest on the earlier of (1) the day of the Annual Meeting, (2) May 21, 2026, or (3) a change in control, subject to continued service.

  34. 2025 Director Compensation

    | Coursera | 13 | 2026 Proxy Statement |

  35. 2025 Director Compensation

    Corporate Governance

  36. Employment Arrangements

    Employment Arrangements We have entered into employment agreements and offer letter agreements with certain of our executive officers. Please see the sections titled “Employment Arrangements with Our Named Executive Officers” and “Potential Payments Upon Termination or Change in Control” in the Executive Compensation section below for more information regarding such employment arrangements.

  37. Employment Arrangements

    | Coursera | 23 | 2026 Proxy Statement |

  38. Employment Arrangements

    Executive Officers The following table provides information about our executive officers as of May 11, 2026. Our executive officers are elected by and serve at the discretion of our Board. There are no family relationships among any of our executive officers.

  39. Employment Arrangements

    | | | | | | Gregory M. Hart(1) President, Chief Executive Officer, and Director (Our CEO) | Michael D. Foley(2) Senior Vice President, Chief Financial Officer, and Treasurer (Our CFO) | Alan B. Cardenas Senior Vice President, General Counsel and Secretary | Marcelo C. Modica Senior Vice President, Chief People Officer |

  40. Employment Arrangements

    1.Mr. Hart succeeded Mr. Maggioncalda as our President, CEO, and Class III Director, effective February 3, 2025. 2.Mr. Hahn, our former Chief Financial Officer, transitioned from his role to advisor effective October 29, 2025, and Mr. Foley succeeded Mr. Hahn effective November 17, 2025. Please see the section titled “Proposal 1: Election of Directors—Director Biographies” above for more information regarding Mr. Hart’s biographical information. Michael D. Foley, age 53, has served as our Senior Vice President, Chief Financial Officer, and Treasurer since November 2025. Prior to joining Coursera, Mr. Foley served as Venture Advisor to AI and technology companies at NEA from June 2024 to December 2025. Mr. Foley served as Chief Executive Officer at Branch Metrics, Inc., a mobile linking and attribution platform, from March 2023 to April 2024. Previously, from January 2019 to July 2021, he was the Head of Finance for Emerging Hardware and Services at Alphabet, Inc. Before his time at Google, he served as Chief Financial Officer of Unity Software, Inc. from January 2015 to September 2018. Mr. Foley also previously served as SVP, Strategic Planning and Corporate Development at Electronic Arts, Inc. and as director of Corporate Development at Microsoft, Corp. He previously served as Assistant Director, Lead Advisory at Ernst & Young London. Mr. Foley holds an MBA from Harvard Business School, an honors degree in Natural Sciences from the University of Cambridge, and an honorary doctorate in Engineering from the Glasgow Caledonian University. He is a Qualified Chartered Accountant with the Institute of Chartered Accountants of Scotland. Alan B. Cardenas, age 50, has served as our Senior Vice President, General Counsel and Secretary since May 2023 and served as our Vice President, Deputy General Counsel and Assistant Corporate Secretary from September 2021 to May 2023. Prior to joining Coursera, Mr. Cardenas served as Head of U.S. Corporate Legal for Siemens Energy, a spin-off from Siemens, from January 2020 to September 2021. Prior to Siemens Energy, Mr. Cardenas served in multiple senior roles for Siemens, a global manufacturing and technology conglomerate, from September 2008 to December 2019. During his time at Siemens, he also served as General Counsel and Secretary of the Siemens Foundation from August 2010 to February 2020. Mr. Cardenas started his career with Drinker Biddle & Reath LLP and Debevoise & Plimpton LLP. Mr. Cardenas holds a J.D. from Rutgers University School of Law and a B.A. in History and Political Science from Rutgers University. Marcelo C. Modica, age 57, has served as our Senior Vice President, Chief People Officer since August 2024. Prior to joining Coursera, Mr. Modica served as Chief People Officer of OneTrust, LLC from June 2022 to August 2024. Before OneTrust, he was Chief People Officer at Robinhood Markets, Inc. from December 2020 to June 2022, and at Mercer, a consulting firm, from November 2012 to October 2020. Since April 2022, he has served as a director of Aspiriant, LLC, a wealth management firm, where he chairs the Compensation and People committee and is a member of its Finance, Audit and Risk committee. Mr. Modica holds a B.A. in psychology from Siena College and an M.A. in organizational psychology from Columbia University.

  41. Employment Arrangements

    | Coursera | 24 | 2026 Proxy Statement |

  42. Employment Arrangements

    Executive Compensation

  43. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights We believe that our long-term success depends on attracting, motivating, and retaining talented executive leadership through compensation incentives that are closely aligned with our performance and the interests of our stockholders. We designed our 2025 executive compensation program to directly align with our pay-for-performance philosophy. We also believe that the compensation of our NEOs should incentivize sustainable, profitable growth focused on our strategic goals and priorities. The following are key highlights of our 2025 executive compensation program: •Stockholder Engagement: We engaged in significant stockholder outreach in connection with the results of our say-on-pay vote in 2025. As a result of stockholder feedback, the HRC Committee took several decisive actions, including redesigning our 2025 cash bonus plan for better strategic alignment; differentiating the metrics between our PSU program and our 2025 cash bonus plan; and, beginning in 2026, doubling the performance-based component of executive equity awards from 25% to 50% of total target award value. Please see the section titled “Say-on-Pay Vote and Stockholder Engagement” below for more information regarding the feedback we received from stockholders through that engagement and the responsive actions taken in the design of our compensation program. •Alignment of 2025 cash bonus plan performance metrics with key strategic objectives: Our HRC Committee redesigned our 2025 annual bonus program metrics to increase the emphasis on top line growth, with Consumer Revenue (weighted 50%) and Enterprise Annual Contract Value (“ACV”) (weighted 30%), while maintaining strong profitability discipline with Adjusted EBITDA target (weighted 20%). This change also differentiated the metrics of our cash bonus plan from the total revenue metric of our PSU program, creating distinct and complementary performance drivers for each incentive component. •Focus on pay-for-performance: Our HRC Committee set challenging performance goals for each metric used under our incentive compensation programs so that what executives ultimately earn is based on strong performance measured against pre-established objectives that are key to our long-term success and, ultimately, stockholder value creation. Pay outcomes for 2025 demonstrate a clear link between performance and compensation. Annual cash incentives paid out at 106.3% of target, driven by strong performance for Consumer Revenue and Adjusted EBITDA. PSUs granted to Messrs. Cardenas, Hahn and Modica, our then continuing non-CEO NEOs, paid out at 110.7% of target based on our 2025 total revenue performance. •New hire CEO compensation package significantly “at risk” and designed to drive stockholder value: The new hire total compensation package for Mr. Hart, our new CEO, is composed of 99% “at-risk” and variable components. As part of that total package, his new hire equity awards, described below under the heading “CEO New Hire Awards” are composed of (1) stock options that vest over four years, which are inherently performance-based given that they have no value unless our stock price appreciates over the exercise price, (2) performance-based stock options (PBSOs) that are subject to a rigorous performance vesting condition (requiring that our stock price over a 60-trading day period equal or exceed $12.81, 150% of a base stock price of $8.54) as well as a four year time-based vesting condition, and (3) RSUs that vest over four years, providing a critical retention incentive while ensuring he maintains an ownership stake aligned with our stockholders. Please see the section titled “CEO New Hire Equity Awards” below for more information regarding the composition of Mr. Hart’s new hire equity awards. The HRC Committee structured Mr. Hart’s new hire awards with a significant emphasis on stock options to provide direct alignment with the strategic objective of increasing stockholder value through stock price appreciation. Please see the section titled “CEO New Hire Equity Awards” below for more information regarding our CEO’s awards. •No increases to base salaries or target bonus percentages: For 2025, none of our NEOs received a base salary increase, and target bonus percentages remained unchanged.

  44. Say-on-Pay Vote and Stockholder Engagement

    | What We Heard | What We Did | | Pay-for-Performance Alignment: Stockholders raised concerns about a perceived disconnect between variable pay outcomes and total shareholder return. Stockholders emphasized the need to strengthen the link between pay and performance. | New hire CEO compensation significantly “at risk” and designed to drive stockholder value: The new hire compensation package for Mr. Hart, our new CEO, is composed of 99% “at-risk” and variable components. To align Mr. Hart directly with the strategic objective of increasing stockholder value through stock price appreciation, a significant portion of the award value is in stock options, which have no realizable value unless our stock price appreciates over the exercise price, and Performance-Based Stock Options (PBSOs), which vest only if our stock price over a 60-trading day period equals or exceeds $12.81 (150% of a base stock price of $8.54). He also received RSUs which provide a critical retention element, promote long-term thinking, and ensure alignment with stockholder value, as their value is directly tied to our stock price. All awards are subject to a four-year time-based vesting schedule, creating a structure deliberately designed to focus our CEO on the creation of durable, long-term stockholder value. Increased PSU weighting to 50%: To strengthen the pay-for-performance alignment of our executive equity program and in consideration of stockholder feedback, beginning in 2026, the HRC Committee increased the portion of the target award value delivered in PSUs from 25% to 50% resulting in a target mix of 50% PSUs and 50% RSUs. Alignment of 2025 cash bonus plan with key strategic objectives: To sharpen the focus on top line growth, the HRC Committee redesigned our 2025 cash bonus plan, shifting from three equally weighted performance measures to emphasize our current growth priorities. Our 2025 annual bonus program metrics are Consumer Revenue (weighted 50%), Enterprise Annual Contract Value (“Enterprise ACV”) (weighted 30%), and Adjusted EBITDA (weighted 20%). These metrics and weighting underscore our focus on top line performance while maintaining strong profitability discipline, directly aligning the program with key drivers of sustainable stockholder value. | | Overlapping metric: Stockholders raised concerns about the use of the same performance metric (total revenue) in both our PSUs and our cash bonus plan, which may result in rewarding executives twice for the same performance. | Distinct, complementary performance metrics: For 2025, the HRC Committee did not use the same metrics in our cash bonus program and our PSU program, creating distinct and complementary performance drivers for each incentive component. | | PSU performance period: Some stockholders indicated a preference for multi-year performance periods for PSU awards to support long-term incentive objectives, viewing our current one-year performance period as insufficient. | Retained one-year PSU performance period with four-year vesting: The evolving nature of our business and the dynamic trends shaping the global education market makes multi-year forecasting and related goal-setting highly uncertain. Accordingly, the HRC Committee determined that a one-year performance period for the 2025 PSU program remained the most appropriate structure, enabling the setting of a rigorous performance goal with a degree of precision not currently feasible over a multi-year horizon. Importantly, the long-term focus of our 2025 PSU awards is strongly reinforced by a four-year vesting schedule, which requires sustained service to realize their full value. | | Dilution: Some stockholders expressed concern that the company’s burn rate and resulting stockholder dilution are too high. | Intentional equity investments to secure critical talent: Our gross equity burn rate of 10.5% was primarily driven by intentional leadership and retention investments made to strengthen critical capabilities and position the company for long-term value creation. Specifically, the HRC Committee approved equity awards in connection with the hiring of our new CEO, SVP, Chief Product Officer, SVP, Chief Data Officer, and SVP, GM Enterprise, and granted our SVP, Chief Technology Officer a retention award to mitigate continuity risk in connection with the CEO transition. Excluding these exceptional investments in our leadership, our gross burn rate would have been 4.9% in 2025. The HRC Committee understands that these necessary one-time investments create a heightened responsibility to manage dilution, and we are committed to ensuring our ongoing program reflects this discipline. For 2026, we expect our gross burn rate to be approximately 5%. Disciplined equity management to proactively manage dilution: The HRC Committee is committed to disciplined equity management and protecting stockholder value from undue dilution. As a key control, in August 2024, the HRC Committee introduced a $10 per share floor for calculating shares for future annual refresh equity awards, which was thereafter expanded to promotion and new hire awards, including new hire executive awards beginning June 2025. |

  45. Executive Compensation Best Practices

    ✓ Independent Compensation Committee — Our HRC Committee, is composed solely of independent directors. ✓ Independent Compensation Committee Advisor — The HRC Committee utilizes an independent compensation consultant, which is retained directly by the HRC Committee annually and provides no other services to Coursera. ✓ Emphasize Long-Term Equity Compensation — We use time and performance-based equity awards to deliver long-term incentive compensation opportunities to our executive officers. These equity awards vest over multi-year periods, which helps serve our long-term value creation and retention objectives. ✓ Dilution Management — Implemented a $10 share price floor for equity awards, as described above under the heading “Instituted Disciplined Equity Management and Controls”. ✓ Pay for Performance: Annual Bonuses and PSUs — Consistent with our performance-based annual incentive program design, 100% of each executive officer’s cash bonus payment for 2025 was tied to Coursera’s performance metrics, and 25% of each executive officer's annual refresh equity grant was in the form of PSUs, which were first introduced in 2024. ✓ Annual Compensation Review — We annually review our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes. ✓ Compensation-Related Risk Assessment — Each year we assess our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the company.

  46. Executive Compensation Best Practices

    ✗ No Guaranteed Bonuses — Our annual cash bonus plan for our executive officers is performance-based and does not provide for any guaranteed minimum payment levels. ✗ No Executive Retirement Programs — We do not offer a pension plan, or other executive retirement or nonqualified deferred compensation plans or arrangements. ✗ No Executive Perquisites — We do not provide any meaningful perquisites or other personal benefits to our executive officers. ✗ No Hedging and Pledging — Employees, including our executive officers, and non-employee directors are prohibited from hedging our securities and from pledging our securities as collateral for a loan. ✗ No Tax “Gross-Ups” or Payments — We do not provide any “gross-ups” or tax payments in connection with any compensation element. ✗ No Dividends — We do not have a practice of paying dividends and have not paid dividends or dividend equivalents on unvested equity awards. ✗ No “Single Trigger” Change of Control Arrangements — No change-of-control payments or benefits are triggered simply by the occurrence of a change of control. All change-of-control payments and benefits are based on a “double-trigger” arrangement (that is, they either require both a change of control of the Company plus a qualifying termination of employment before payments and benefits are paid or, in the case of certain performance awards, require a change of control of the Company and the award is not assumed in the acquisition).

  47. Compensation Elements and 2025 Compensation Program

    Compensation Elements and 2025 Compensation Program The three primary elements of our executive compensation programs are: (i) base salary, (ii) annual cash bonus opportunity, and (iii) long-term incentives in the form of equity awards. Consistent with our compensation philosophy, we emphasize at-risk, variable compensation incentives. Variable pay elements ensure that, each year, a substantial portion of our continuing executive officers’ target total compensation is contingent in nature, with the amounts ultimately payable subject to variability based on our performance in alignment with creating value for our stockholders.

  48. Compensation Elements and 2025 Compensation Program

    | | Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | Fixed | Base Salary (Cash) | Individual performance and relative contributions and responsibilities, level of experience, expected future performance, and contributions | Provides competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position | | Variable | Annual Cash Bonus Opportunities | Achievement of pre-established annual financial, operational, and/or strategic corporate performance objectives | Motivates executive officers to achieve our key business objectives for the year Performance objectives are established to incentivize our executive officers to achieve or exceed performance objectives. For 2025, payouts for corporate performance objectives could range from 0% to 150% for each objective, depending on actual achievement | | | Equity Awards (Long-Term Incentives) | Sustained, multi-year performance and long-term value creation for stockholders Multi-year vesting retains the talent critical to executing our strategy | Encourages creation and maintenance of long-term stockholder value because the current and future economic value of these equity awards is directly related to our stock price, and the awards vest over an extended period of time Equity awards generally vest over multiple years, provide a variable “at risk” pay opportunity, and serve to focus management on long-term value creation while also attracting, retaining, motivating, and rewarding our executive officers |

  49. Annual Cash Incentive Bonus Opportunity

    Annual Cash Incentive Bonus Opportunity Our annual cash bonus plan is designed to reward executives for achieving rigorous predetermined corporate performance targets each fiscal year.

  50. 2025 Target Cash Bonus Opportunities

    2025 Target Cash Bonus Opportunities The HRC Committee sets target bonus opportunities as a percentage of base salary. Consistent with our accountability-focused approach in 2025, the HRC Committee held bonus target percentages flat year-over-year for all NEOs.

  51. 2025 Target Cash Bonus Opportunities

    | Named Executive Officer | 2025 Target Cash Bonus Opportunity (as a percentage of base salary) (%) | 2025 Target Cash Bonus Opportunity ($) | | Gregory M. Hart(1) | 100.0 | 590,000 | | Jeffrey N. Maggioncalda | 62.5 | 250,000 | | Kenneth R. Hahn | 70.0 | 315,000 | | Alan B. Cardenas | 50.0 | 200,000 | | Marcelo C. Modica | 50.0 | 200,000 |

  52. 2025 Target Cash Bonus Opportunities

    1.Represents Mr. Hart’s annualized cash bonus opportunity; see the "Summary Compensation Table" in the section titled "Executive Compensation Tables" below for additional information regarding the amount of his actual, pro-rated amount earned during 2025 given his start date of February 3, 2025.

  53. 2025 Target Cash Bonus Opportunities

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  54. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    Corporate Performance Measures, Targets, Results, and Bonus Decisions The HRC Committee sets all performance measures and target levels for the annual cash bonus plan. Metrics may be based on GAAP or non-GAAP financial results, and the HRC Committee retains the ability to adjust outcomes for one-time or unbudgeted items to ensure that assessments reflect the true underlying performance of the business rather than anomalous events. Our NEOs’ target bonus opportunities under our 2025 cash bonus plan were determined solely based on the corporate performance objectives discussed below (subject to any exercise of HRC Committee discretion, which it did not elect to exercise during 2025). For 2025, the HRC Committee updated the corporate performance metrics and the weighting of each goal compared to 2024. The prior year’s design used three equally weighted measures: total revenue, Adjusted EBITDA, and new student degree revenue. The rebalanced cash bonus plan for 2025 emphasized top line growth, while maintaining strong profitability discipline, as described below:

  55. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Corporate Performance Measure | Definition | Weighting | Rationale |

  56. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Consumer Revenue | Coursera’s FY25 revenue for the consumer segment based on GAAP as disclosed in the Annual Report; |

  57. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Rewards operational performance and growth in our consumer segment |

  58. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Enterprise ACV(1) | Coursera’s new and renewed enterprise sales for FY25, subject to certain exclusions; and |

  59. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Rewards operational performance and growth in our enterprise segment |

  60. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Adjusted EBITDA(1) | Coursera’s FY25 Adjusted EBITDA as disclosed in the Annual Report. |

  61. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Rewards profitability and operational discipline |

  62. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    1. Please see Appendix A titled “Fiscal Year 2025 Performance — GAAP to non-GAAP Reconciliations” for the definition of Adjusted EBITDA and the reconciliation of this non-GAAP financial measure to its comparable GAAP measure. Enterprise ACV is a non-GAAP financial measure for which there is no comparable GAAP measure. Non-GAAP financial measures should not be considered in isolation from, or as an alternative to, their comparable GAAP measures. The HRC Committee designed a rigorous framework for the 2025 cash bonus plan, setting threshold, target, and maximum performance levels for each metric that required meaningful year-over-year growth. While we do not disclose the specific financial targets for Enterprise ACV given such information is competitively sensitive, we have provided sufficient context in this section for stockholders to assess the rigor of our goals and the level of performance achieved against them in 2025. Each metric is assessed independently, and payouts for performance between the established levels are calculated on a straight-line basis.

  63. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Corporate Performance Measure | Threshold Performance Level (Achievement %) | Threshold Payment Level (% of Target Payout) | Target Performance Level (%) | Target Payment Level (%) | Maximum Performance Level (%) | Maximum Payment Level (%) | | Consumer Revenue | 75 | 50 | 100 | 100 | ≥125 | 150 | | Enterprise ACV | 75 | 50 | 100 | 100 | ≥125 | 150 | | Adjusted EBITDA | 75 | 50 | 100 | 100 | ≥125 | 150 |

  64. Corporate Performance Measures, Targets, Results, and Bonus Decisions

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  65. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    In February 2026, the HRC Committee completed its assessment of 2025 performance against the targets for the 2025 cash bonus plan. For 2025, total weighted achievement was 106.3% of target driven by strong performance in Consumer Revenue and Adjusted EBITDA, offset by Enterprise ACV results that were slightly below target.

  66. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Corporate Performance Measure | Weight | Threshold ($m) (50% Payout) | Target ($m) (100% Payout) | Max ($m) (150% Payout) | Metric Achievement (%) | Payout Result (%)(1) |

  67. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Consumer Revenue |

  68. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | 103.8% | 107.7% |

  69. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Enterprise ACV(2) |

  70. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | 87.4% | 74.7% |

  71. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Adjusted EBITDA(2) |

  72. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | 126.5% | 150.0% |

  73. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Total payout: | 106.3% |

  74. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    1.In the event actual performance falls between the threshold and target levels, or between the target and maximum levels, the payment amount is determined on a linear scale within each range. 2.Please see Appendix A titled “Fiscal Year 2025 Performance — GAAP to non-GAAP Reconciliations” for the definition of Adjusted EBITDA and the reconciliation of this non-GAAP financial measure to its comparable GAAP measure. Enterprise ACV is a non-GAAP financial measure for which there is no comparable GAAP measure. Non-GAAP financial measures should not be considered in isolation from, or as an alternative to, their comparable GAAP measures. Accordingly, in March 2026, the HRC Committee approved bonus payments for our then current NEOs as follows under our 2025 cash bonus plan:

  75. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    | Named Executive Officer | 2025 Target Bonus ($) | Actual Payout as a Percentage of 2025 Target Bonus (%) | Actual Annual Cash Bonus Payment ($) | | Gregory M. Hart(1) | 590,000 | 106.3 | 570,467 | | Alan B. Cardenas | 200,000 | 106.3 | 212,600 | | Marcelo C. Modica | 200,000 | 106.3 | 212,600 |

  76. Corporate Performance Measures, Targets, Results, and Bonus Decisions

    1.For Mr. Hart, represents his pro-rated bonus amount earned based on his February 3, 2025 hire date. Due to the circumstances of their respective cessation of service, Messrs. Maggioncalda and Hahn were each eligible to receive as severance pay an amount tied to the amount they otherwise would have been eligible to receive under our 2025 cash bonus plan. Please see the section titled “Potential Payments Upon Termination or Change in Control” below for more information regarding severance payments.

  77. Corporate Performance Measures, Targets, Results, and Bonus Decisions

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  78. Equity Awards (Long-Term Incentive Compensation)

    Equity Awards (Long-Term Incentive Compensation) Long-term equity incentive awards are a critical component of our executive compensation program, designed to align the interests of our executives with those of our stockholders, drive long-term value creation, and secure the talent necessary to execute our strategy. The composition of our equity awards continues to evolve over time, as our HRC Committee selects each vehicle to strike the appropriate balance between at-risk, performance-based pay and our attraction and retention objectives, while remaining mindful of the dilutive impact of each award type. In determining the size of the equity awards granted to our executive officers, the HRC Committee considers the recommendations of our CEO (except with respect to his own equity awards), as well as the other factors described above. The HRC Committee also considers the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. In addition, the HRC Committee considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In an effort to manage dilution, in August 2024, the HRC Committee introduced a $10 per share price floor for calculating the number of shares in all future refresh and promotion-related equity grants. This policy was subsequently expanded to apply to all new hire awards, including for executives beginning in June 2025.

  79. CEO New Hire Equity Awards

    CEO New Hire Equity Awards In connection with his appointment as our CEO effective February 3, 2025, Mr. Hart was awarded one-time new hire equity awards designed to: •provide competitive and meaningful awards to attract a CEO with the unique skills to lead our Company's next chapter, and •grant a significant, long-term equity stake to ensure Mr. Hart is deeply invested in the success of our Company and aligned with the interests of our stockholders. In its search for a new CEO, the Committee sought a proven leader with the unique skills to lead Coursera through its next stage of innovation and growth. Mr. Hart’s extensive experience, with more than 25 years leading technology-driven businesses, including at Amazon where he led the development of Alexa and scaled Prime Video globally, uniquely positioned him for this role. Securing a leader of his caliber required a significant, one-time equity package to induce him to join Coursera and to provide a meaningful stake in our long-term success. Accordingly, the HRC Committee approved a new-hire equity package for Mr. Hart with a total target value of $38 million. This figure represents the intended economic value of the award package at grant, while the actual value Mr. Hart may realize is entirely contingent on our future stock performance and his continued employment over a multi-year vesting period. Mr. Hart’s new hire equity package consists of stock options, performance-based stock options (PBSOs), and RSUs. The HRC Committee structured Mr. Hart’s new hire awards with a significant emphasis on stock options to provide direct alignment with the strategic objective of increasing stockholder value through stock price appreciation. •Stock Option (42% of target value). Stock options are inherently performance-based as they only have realizable value if our stock price appreciates over the exercise price. Mr. Hart's time-based stock option award consists of 3,746,342 shares, with an exercise price of $7.81 per share, the closing price of our stock on the grant date. The options vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting quarterly thereafter, subject to Mr. Hart’s continued service through each vesting date.

  80. CEO New Hire Equity Awards

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  81. CEO New Hire Equity Awards

    •Performance-Based Stock Options (PBSOs) (16% of target value). The PBSOs are entirely at-risk, and are designed to reward the delivery of ambitious and sustained stock price growth, creating powerful alignment between Mr. Hart's compensation and stockholder value. Mr. Hart’s PBSO award consists of 1,404,879 PBSOs with an exercise price of $7.81, the closing price of our stock on the grant date. The award is eligible to vest only if our stock price over a 60-trading day period equals or exceeds $12.81 (150% of a base stock price of $8.54). In addition to this rigorous performance-based vesting condition, the PBSOs are subject to time-based vesting over four years, with 25% vesting on the first anniversary of the grant date, and the remainder vesting quarterly thereafter, subject to Mr. Hart’s continued service through each vesting date. •RSUs (42% of target value). Mr. Hart’s RSU award consists of 1,873,171 RSUs that vest over four years, requiring sustained service to realize their full value. 25% of the RSUs vest on the first anniversary of the grant date, and the remainder vesting quarterly thereafter, subject to his continued service through each vesting date. The RSUs provide a critical retention element while ensuring alignment with stockholder value, as their value is directly tied to our stock price. In light of the significant new hire equity awards granted to Mr. Hart, the HRC Committee determined it was appropriate not to grant Mr. Hart any equity awards in connection with our annual equity refresh cycle in March 2026.

  82. Equity Awards to non-CEO NEOs

    Equity Awards to non-CEO NEOs In 2025, the HRC Committee granted equity awards to Messrs. Hahn, Cardenas and Modica with a value mix of 75% RSUs and 25% PSUs, consistent with the prior year. The HRC Committee determined the total target value of each NEO’s awards based on competitive market data, individual performance, and internal pay equity. To calculate the final number of shares granted, the HRC Committee applied the $10 per share floor, a key governance control designed to manage stockholder dilution. The table below summarizes our RSU and PSU grants to our NEOs during 2025:

  83. Equity Awards to non-CEO NEOs

    | Named Executive Officer | Number of RSUs (#) | Target Number of PSUs (#) | | Kenneth R. Hahn(1) | 247,500 | 82,500 | | Alan B. Cardenas | 112,500 | 37,500 | | Marcelo C. Modica | 112,500 | 37,500 |

  84. Equity Awards to non-CEO NEOs

    1.The equity awards were granted to Mr. Hahn in March 2025 while he was serving as our Chief Financial Officer. RSU Awards The RSUs granted to Messrs. Hahn, Modica and Cardenas vest in equal quarterly installments over 16 quarters, beginning February 15, 2025, subject to continued service through each vesting date. PSU Awards The performance metric for our 2025 PSU awards was 2025 total revenue. The HRC Committee believed that the total revenue metric would incentivize management to pursue top line revenue growth across our Consumer and Enterprise segments. Given the current evolving nature of our business and the dynamic nature of the global education market, the HRC Committee determined that a one-year performance period for the 2025 PSU program was appropriate to enable the setting of a rigorous performance revenue goal with a degree of precision not currently feasible over a multi-year horizon.

  85. Equity Awards to non-CEO NEOs

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  86. Equity Awards to non-CEO NEOs

    To further drive stockholder alignment and retention, any earned PSUs are subject to a four-year service-based vesting condition after achievement of the underlying performance metric. After the end of the one-year performance period, the HRC Committee determines and certifies the achievement of the metric against the goals, upon which 25% of shares earned (if any) vest, subject to the executive remaining in service through the issuance date. The remaining 75% of the PSUs then vest on a service-based schedule, in twelve equal quarterly installments over the following three years, subject to the NEO’s continued service through each applicable vesting date, tying final delivery of value to sustained tenure and long-term commitment to the Company. The 2025 PSU revenue goal, actual performance and shares earned by our NEOs are set forth below.

  87. Equity Awards to non-CEO NEOs

    | Metric | Threshold ($m) (50% Payout) | Target ($m) (100% Payout) | Max ($m) (150% Payout) | Metric Achievement (%) | Payout Result (%) |

  88. Equity Awards to non-CEO NEOs

    | 105.3% | 110.66% |

  89. Equity Awards to non-CEO NEOs

    | Named Executive Officer | 2025 Target PSUs (#) | PSUs Earned as a Percentage of Target (%) | 2025 Earned PSUs(1) (#) | | Kenneth R. Hahn | 82,500 | 110.66 | 91,295 | | Alan B. Cardenas | 37,500 | 110.66 | 41,498 | | Marcelo C. Modica | 37,500 | 110.66 | 41,498 |

  90. Equity Awards to non-CEO NEOs

    1.25% of the earned PSUs vested in February 2026, with the remaining units eligible to vest in 12 substantially equal quarterly installments thereafter, subject to continued service through each applicable vesting date. For our 2026 equity program, the HRC Committee increased the proportion of performance-based equity by doubling the weighting of PSUs from 25% to 50% of the total award value. This change strengthens the link between pay and performance, with half of the grant value now directly contingent on achieving pre-determined performance goals.

  91. Employment Agreement for Mr. Hart

    Employment Agreement for Mr. Hart The Board appointed Mr. Hart as President and CEO effective February 3, 2025. The HRC Committee designed a compensation package for Mr. Hart that was reflective of his experience and the demands of the role. Mr. Hart's new hire package consists of an annual base salary of $590,000, a target cash bonus opportunity of 100% of base salary, and equity awards composed of RSUs, time-based stock options, and performance-based stock options, a structure significantly weighted toward at-risk, performance-driven pay. Please see the section titled “CEO New Hire Equity Awards” above for more information regarding Mr. Hart’s new hire equity awards. Mr. Hart is also eligible to participate in our Executive Severance Plan. Please see the section titled “Potential Payments Upon Termination or Change in Control” below for more information regarding Mr. Hart’s eligibility to participate in our Executive Severance Plan.

  92. Departure of Mr. Maggioncalda

    Departure of Mr. Maggioncalda We separated from Mr. Maggioncalda, our former President and CEO, effective February 3, 2025. To facilitate a smooth leadership transition, Mr. Maggioncalda remained with the Company in a strategic advisor capacity through August 15, 2025. Due to the circumstances of his cessation of service, Mr. Maggioncalda was entitled to severance benefits for a termination without “cause” under his offer letter. In February 2025, we entered into a separation agreement with Mr. Maggioncalda, which provided for separation benefits consistent with his offer letter. Please see the section titled “Potential Payments Upon Termination or Change in Control” below for more information regarding the full terms of Mr. Maggioncalda’s separation agreement.

  93. Post-Employment Compensation

    Post-Employment Compensation We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of Coursera, are essential to attracting and retaining highly qualified executive officers. We maintain a severance plan for certain eligible executives, including our NEOs (our “Executive Severance Plan”), pursuant to which they may become eligible to receive severance and change in control benefits in certain situations.

  94. Post-Employment Compensation

    We believe that our Executive Severance Plan serves several key objectives by (i) incentivizing our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction, (ii) creating an equitable program based on the executive’s level of responsibility and tenure, and (iii) reducing administrative costs by eliminating the need to negotiate separation payments and benefits on a case-by-case basis. Please see the section titled “Potential Payments upon Termination or Change in Control” below for more information regarding the material terms and conditions of our severance arrangements, as well as the post-employment compensation arrangements with our NEOs.

  95. Role of Compensation Consultant

    Role of Compensation Consultant To support rigorous, well-informed decision-making, the HRC Committee retains its own independent advisors, including legal counsel and a compensation consultant, who report directly to the HRC Committee, not to management. The HRC Committee controls all aspects of these engagements. For 2025, the HRC Committee retained Compensia, a national independent compensation consulting firm specializing in executive pay, to provide independent analysis and advice. Compensia's work covered: •reviewed and recommended updates to our compensation peer group; •provided advice with respect to compensation best practices, peer benchmarking and market trends for our executive officers and Board members; •analyzed levels of overall compensation and each element of compensation for our executive officers; •analyzed levels of overall compensation and each element of compensation for our Board members; •conducted an executive compensation risk analysis; •conducted an analysis of our CEO pay ratio and pay versus performance disclosures for this Proxy Statement; •reviewed this Compensation Discussion and Analysis in this Proxy Statement; and •provided ad hoc advice and support throughout the year. A representative of Compensia attends meetings of the HRC Committee as requested and may also communicate with the HRC Committee outside of meetings. Compensia reports solely to the HRC Committee, although Compensia may meet with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the HRC Committee and providing them with market data to assist them in developing their proposals. Throughout 2025, Compensia met with various members of management to collect data and discuss management’s executive compensation proposals. The HRC Committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to Coursera and has not received any compensation other than with respect to the services for the benefit of the HRC Committee. The HRC Committee has assessed Compensia's independence under the standards set by Exchange Act Rule 10C-1 and NYSE listing requirements, and has confirmed that Compensia is fully independent and that its work raises no conflict of interest.

  96. Role of Compensation Consultant

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  97. Competitive Positioning

    Competitive Positioning When considering executive compensation decisions, the HRC Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies, to ensure informed decision-making, and to establish a compensation program that is competitive and appropriate for a company like ours. The HRC Committee reviews our peer group and the target criteria for selecting such peer group at least annually and makes adjustments as it believes are necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group. The HRC Committee uses the target criteria as a guide in considering the similarity of a company in terms of industry and financial characteristics but does not strictly adhere to such criteria in selecting the peer group, and may take into account other considerations including companies against which we may compete in hiring key talent. In consultation with Compensia, our HRC Committee approved the following target criteria for determining the composition of our peer group for 2025: •Company status/location: Public companies, primarily headquartered in the U.S. •Industry: application software, systems software, education services, with a focus on software-as-a-service (SaaS) companies; •Revenue: ~0.5 to ~2.0 times of Coursera’s revenue over the prior four quarters (~$263M to ~$1.3B at the time of the HRC Committee’s review); and •Market Cap: 30-day average market cap between ~0.25 to ~4.0 times Coursera’s size (~$296M to ~$4.7B at the time of the HRC Committee’s review). Based on these criteria, and with the recommendation of Compensia, our HRC Committee selected the following peer group, consisting of 21 educational services and software companies, for 2025 executive compensation benchmarking:

  98. Competitive Positioning

    | Compensation Peer Group | | | | | Alarm.com Holdings, Inc. | Elastic N.V. | Instructure Holdings, Inc. | Stride, Inc. | | AppFolio, Inc. | Everbridge, Inc. | PagerDuty, Inc. | Udemy, Inc. | | Appian Corporation | Fastly, Inc. | PowerSchool Holdings, Inc. | Upwork, Inc. | | BlackLine, Inc. | Five9, Inc. | Qualys, Inc. | Yext, Inc. | | Box, Inc. | iLearningEngines, Inc. | Smartsheet Inc. | ZipRecruiter, Inc. | | Chegg, Inc. | | | |

  99. Competitive Positioning

    The HRC Committee updated our compensation peer group compared to the prior year as follows: •Removed Alteryx, Inc., Momentive Global Inc. and New Relic, Inc. due to their acquisition; •Removed 2U, Inc. given it no longer met our peer selection criteria; and •Added iLearningEngines, Inc., PagerDuty, Inc., Upwork Inc., Yext, Inc. and ZipRecruiter, Inc. due to their alignment with our selection criteria.

  100. Competitive Positioning

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  101. Competitive Positioning

    This compensation peer group was used by the HRC Committee in connection with its annual review of our executive compensation program for 2025. Specifically, the HRC Committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data from Radford Aon to build a well-grounded picture of the “competitive market” with respect to current executive compensation levels and related policies and practices. The HRC Committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market. As part of this evaluation, the HRC Committee also reviewed the performance measures and performance goals generally used within the competitive market to reward performance.

  102. Taxation of Nonqualified Deferred Compensation

    Taxation of Nonqualified Deferred Compensation Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the HRC Committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A of the Code.

  103. Taxation of Nonqualified Deferred Compensation

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  104. Taxation of “Excess Parachute Payments”

    Taxation of “Excess Parachute Payments” Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of Coursera that exceed certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer with a “gross-up” or other reimbursement payment for any tax liability owed as a result of the application of Sections 280G or 4999 of the Code during 2025, and we have not agreed and are not otherwise obligated to provide any executive officers with such a “gross-up” or other reimbursement payment.

  105. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The HRC Committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard that governs the accounting treatment of stock-based compensation awards. ASC 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock, RSUs, and awards for shares of our common stock to our executive officers, based on their fair values. The application of ASC 718 involves judgment in the determination of inputs into the Black-Scholes-Merton valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk-free interest rates, and the expected life (term) of the stock options. As required under GAAP, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. For performance-based equity awards, we also must apply judgment in determining the periods when, and if, the related performance targets become probable of being met. ASC 718 also requires us to recognize the compensation cost of our stock-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  106. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the total compensation of our NEOs for the year ended December 31, 2025, and where applicable, the years ended December 31, 2024 and December 31, 2023.

  107. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Gregory M. Hart President, CEO, and Director | 2025 | 540,833 | — | 14,629,466 | 23,644,105 | 570,467 | 2,500 | 39,387,371 | | Jeffrey N. Maggioncalda Former President, CEO, and Director | 2025 | 35,000 | — | 3,560,039(6) | 485,383(7) | — | 650,000(8) | 4,730,422 | | | 2024 | 400,000 | — | — | — | 260,000 | — | 660,000 | | | 2023 | 400,000 | — | — | — | 206,500 | — | 606,500 | | Michael D. Foley Senior Vice President, CFO, and Treasurer | 2025 | 250,000 | — | — | — | — | 2,500 | 252,500 | | Kenneth R. Hahn Former Senior Vice President, CFO, and Treasurer | 2025 | 371,875 | — | 4,667,788(9) | 429,892(10) | — | 719,738(11) | 6,189,293 | | | 2024 | 446,833 | — | 8,417,358 | — | 327,600 | 2,500 | 9,194,291 | | | 2023 | 427,500 | — | — | — | 249,204 | 2,500 | 679,204 | | Alan B. Cardenas Senior Vice President, General Counsel and Secretary | 2025 | 400,000 | — | 1,068,000 | — | 212,600 | 2,500 | 1,683,100 | | | 2024 | 396,667 | — | 1,262,617 | — | 208,000 | 2,500 | 1,869,784 | | | 2023 | 360,383 | — | 854,735 | 995,601 | 127,633 | 2,500 | 2,340,852 | | Marcelo C. Modica Senior Vice President, and Chief People Officer | 2025 | 400,000 | — | 1,068,000 | — | 212,600 | 2,500 | 1,683,100 | | | 2024 | 148,485 | 100,000 | 2,392,773 | 2,688,729 | 76,721 | — | 5,406,708 |

  108. Summary Compensation Table

    1.Mr. Hart joined the Company as our President, CEO and Director on February 3, 2025; Mr. Maggioncalda ceased serving as our President, CEO, and Director on February 3, 2025; Mr. Hahn ceased serving as an executive officer effective October 29, 2025 and transitioned to a strategic advisor role. Compensation information provided only for years in which the executive was designated as a NEO. 2.Amounts in the “Stock Awards” column represent the aggregate grant date fair value of awards, comprising RSUs and PSUs, granted to each NEO under our equity incentive plans, computed in accordance with ASC 718, and do not represent the actual economic value that may be realized by the NEO upon vesting or settlement of such awards. Please see Notes 2 and 11 to our financial statements in our Annual Report for more information regarding the accounting for and assumptions we used to calculate the grant date fair values for our stock awards. The grant date fair value of the PSUs was computed based on the probable outcome, which was determined to be equal to the performance target, or 100%. If the PSUs were instead valued based on the maximum outcome of the performance target (i.e., based on the maximum level of performance), the total incremental fair value of the PSU awards reported in this column for 2025 would be $293,700 for Mr. Hahn, and $133,500 for each of Messrs. Cardenas and Modica. 3.Amounts in the “Option Awards” column represent the aggregate grant date fair value of option awards granted to each NEO under our equity incentive plans, computed in accordance with ASC 718, including the grant date fair value of the PBSOs that was estimated using a Monte Carlo simulation model, and do not represent the actual value that may be realized by the NEO upon vesting, exercise or settlement of such awards. Please see Notes 2 and 11 to our financial statements in our Annual Report for more information regarding the accounting for and assumptions we used to calculate the grant date fair values for our stock awards. 4.Amounts represent the applicable NEO’s total annual incentive-based cash bonus. Please see the section titled “Annual Cash Incentive Bonus Opportunity” above for more information regarding the bonus payments for the year ended December 31, 2025. 5.All other compensation in 2025 for all NEOs, other than Messrs. Maggioncalda and Hahn, consisted solely of matching contributions in the amount of $2,500 under the Coursera 401(k) Plan.

  109. Summary Compensation Table

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  110. Summary Compensation Table

    6.Represents the stock-based compensation expense recognized with respect to the continued vesting of Mr. Maggioncalda's outstanding RSUs during the Maggioncalda Advisory Period (as defined below). Mr. Maggioncalda was not granted stock awards in 2025. 7.Represents the stock-based compensation expense recognized with respect to (i) the continued vesting of Mr. Maggioncalda's outstanding options during the Maggioncalda Advisory Period (as defined below), and (ii) the extension of his post-termination option exercise period through the earlier of 18 months from his employment termination date and the expiration date of such options. Mr. Maggioncalda was not granted option awards in 2025. 8.Represents the aggregate of (i) 12 months base salary of $400,000, and (ii) his target bonus for fiscal year 2025 of $250,000, in each case, less applicable withholdings and deductions, pursuant to Mr. Maggioncalda's separation agreement. Please see the section titled “Potential Payments Upon Termination or Change in Control” below for more information regarding the terms of Mr. Maggioncalda’s separation agreement. 9.Includes $2,318,188 in stock-based compensation expense recognized with respect to the continued vesting of Mr. Hahn's outstanding RSUs and PSUs during the Hahn Advisory Period (as defined below). Not reflected in this figure is the reversal of stock-based compensation expense of ($397,459) for the cancellation of 103,030 PSUs that would not vest during the Hahn Advisory Period. 10.Represents stock-based compensation expense recognized with respect to (i) the continued vesting of Mr. Hahn's outstanding options during the Hahn Advisory Period, and (ii) the extension of his post-termination option exercise period through the earlier of 24 months from his employment termination date and the expiration date of such options. Mr. Hahn was not awarded option awards in 2025. 11.Represents the aggregate of (i) 12 months of base salary of $450,000, (ii) a prorated portion of his target annual bonus for fiscal year 2025 of $260,481, and (iii) COBRA premiums of $6,757 in 2025, pursuant to Mr. Hahn's retention agreement, as well as (iv) matching contributions of $2,500 under the Coursera 401(k) Plan. Please see the section titled “Potential Payments Upon Termination or Change in Control” below for more information regarding the terms of Mr. Hahn’s transition arrangements.

  111. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards to our NEOs during 2025.

  112. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Gregory M. Hart(4) | Cash | — | 295,000 | 590,000 | 885,000 | — | — | — | — | — | — | — | | | | RSU | 2/3/2025 | — | — | — | — | — | — | 1,873,171 | — | — | 14,629,466 | | | | Options | 2/3/2025 | — | — | — | — | — | — | — | 3,746,342 | 7.81 | 16,746,149 | | | | Options | 2/3/2025 | — | — | — | — | 1,404,879 | — | — | — | 7.81 | 6,897,956 | | | Jeffrey N. Maggioncalda | Cash | — | 125,000 | 250,000 | 375,000 | — | — | — | — | — | — | — | | | | RSU | 1/29/2025 | — | — | — | — | — | — | 553,545 | — | — | 3,560,039 | ⁽⁵⁾ | | | Options | 1/29/2025 | — | — | — | — | — | — | — | 2,855,176 | — | 485,383 | ⁽⁶⁾ | | Kenneth R. Hahn | Cash | — | 157,500 | 315,000 | 472,500 | — | — | — | — | — | — | — | | | | RSU | 3/20/2025 | — | — | — | — | — | — | 247,500 | — | — | 1,762,200 | | | | PSU | 3/20/2025 | — | — | — | 41,250 | 82,500 | 123,750 | — | — | — | 587,400 | | | | RSU | 10/30/2025 | — | — | — | — | — | — | 332,302 | — | — | 2,248,053 | ⁽⁷⁾ | | | PSU | 10/30/2025 | — | — | — | — | — | — | 64,889 | — | — | 70,135 | ⁽⁸⁾ | | | Options | 10/30/2025 | — | — | — | — | — | — | — | 876,367 | — | 429,892 | ⁽⁹⁾ |

  113. Grants of Plan-Based Awards

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  114. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Alan B. Cardenas | Cash | — | 100,000 | 200,000 | 300,000 | — | — | — | — | — | — | — | | | RSU | 3/20/2025 | — | — | — | — | — | — | 112,500 | — | — | 801,000 | | | PSU | 3/20/2025 | — | — | — | 18,750 | 37,500 | 56,250 | — | — | — | 267,000 | | Marcelo C. Modica | Cash | — | 100,000 | 200,000 | 300,000 | — | — | — | — | — | — | — | | | RSU | 3/20/2025 | — | — | — | — | — | — | 112,500 | — | — | 801,000 | | | PSU | 3/20/2025 | — | — | — | 18,750 | 37,500 | 56,250 | — | — | — | 267,000 |

  115. Grants of Plan-Based Awards

    1.Amounts represent annual cash bonus opportunities granted under our 2025 annual cash bonus plan described above in the section “Annual Cash Bonus Opportunity.” These amounts do not necessarily correspond to the actual bonus payout amounts received by the individuals. 2.Amounts represent awards under our 2025 PSU program and an award of PBSOs to Mr. Hart. Please see the section titled “Equity Awards (Long-Term Incentive Compensation)” for more information regarding our 2025 PSU program and the section titled “CEO New Hire Equity Awards" above for more information regarding Mr. Hart’s award of PBSOs. 3.Represents the grant date fair value of stock awards and option awards granted during 2025, calculated in accordance with ASC 718, including the grant date fair value of the PBSOs granted to Mr. Hart that was estimated using a Monte Carlo simulation model, and does not represent the actual economic value that may be realized by the NEO upon vesting, exercise or settlement of such awards. Please see Notes 2 and 11 to our financial statements in our Annual Report for more information regarding the assumptions used in the calculations of these amounts. 4.Mr. Hart earned a pro-rated cash bonus payout for 2025 under our 2025 annual cash bonus plan and received a new hire grant consisting of RSUs, stock options and PBSOs. 5.Represents the aggregate stock-based compensation expense recognized with respect to the continued vesting of Mr. Maggioncalda’s outstanding RSUs during the Maggioncalda Advisory Period (as defined below) with the following grant dates: 41,625 RSUs granted on 11/18/2020, 14,132 RSUs granted on 11/30/2021, and 497,788 RSUs granted on 9/30/2022. 6.Represents the aggregate stock-based compensation expense recognized with respect to (i) the continued vesting of Mr. Maggioncalda’s outstanding options during the Maggioncalda Advisory Period (as defined below), and (ii) the extension of his post-termination option exercise period through the earlier of 18 months from his employment termination date and the expiration date of such options for the following stock option awards: 2,023,279 options granted on 7/13/2017, 700,000 options granted on 11/18/2020, and 131,897 options granted on 11/30/2021. 7.Represents the aggregate stock-based compensation expense recognized with respect to the continued vesting of Mr. Hahn’s outstanding RSUs during the Hahn Advisory Period (as defined below) with the following grant dates: 5,653 RSUs granted on 11/30/2021, 154,868 RSUs granted on 9/30/2022, 109,906 RSUs granted on 3/18/2024, and 61,875 shares granted on 3/20/2025. 8.Represents the aggregate stock-based compensation expense recognized with respect to the continued vesting of Mr. Hahn’s outstanding PSUs during the Hahn Advisory Period (as defined below) with the following grant dates: 30,719 PSUs granted on 3/18/2024 and 34,170 PSUs granted on 3/20/2025. 9.Represents the aggregate stock-based compensation expense recognized with respect to (i) the continued vesting of Mr. Hahn’s outstanding options during the Hahn Advisory Period (as defined below), and (ii) the extension of his post-termination option exercise period through the earlier of 24 months from his employment termination date and the expiration date of such options for the following stock option awards: 785,923 options granted on 5/19/2020 and 90,444 options granted on 11/30/2021.

  116. Grants of Plan-Based Awards

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  117. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  118. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock that Have not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Gregory M. Hart | 2/3/2025(3) | — | | — | 1,404,879 | 7.81 | 2/3/2035 | — | — | — | — | | | 2/3/2025(4) | — | | 3,746,342 | — | 7.81 | 2/3/2035 | — | — | — | — | | | 2/3/2025(5) | — | | — | — | — | — | 1,873,171 | 13,786,539 | — | — | | Jeffrey N. Maggioncalda | 7/13/2017(6) | 107,727 | (7) | — | — | 2.56 | 8/3/2026 | — | — | — | — | | | 11/18/2020(6) | 700,000 | | — | — | 15.17 | 8/3/2026 | — | — | — | — | | | 11/30/2021(8) | 131,897 | | — | — | 29.99 | 8/3/2026 | — | — | — | — | | Kenneth R. Hahn | 5/19/2020(6) | 785,923 | | — | — | 6.06 | 10/29/2027 | — | — | — | — | | | 11/30/2021(8) | 86,675 | | 3,769 | — | 29.99 | 10/29/2027 | — | — | — | — | | | 11/30/2021(9) | — | | — | — | — | — | 2,827 | 20,807 | — | — | | | 9/30/2022(10) | — | | — | — | — | — | 116,151 | 854,871 | — | — | | | 3/18/2024(11) | — | | — | — | — | — | 247,290 | 1,820,054 | — | — | | | 3/18/2024(12) | — | | — | — | — | — | 69,118 | 508,708 | — | — | | | 3/20/2025(13) | — | | — | — | — | — | 201,094 | 1,480,052 | — | — | | | 3/20/2025(14) | — | | — | — | — | — | — | — | 82,500 | 607,200 | | Alan B. Cardenas | 4/28/2022(15) | — | | — | — | — | — | 3,181 | 23,412 | — | — | | | 10/31/2022(10) | — | | — | — | — | — | 15,220 | 112,019 | — | — | | | 6/27/2023(16) | — | | — | — | — | — | 25,338 | 186,488 | — | — | | | 6/27/2023(17) | 84,460 | | 50,676 | — | 12.65 | 6/27/2033 | — | — | — | — | | | 3/18/2024(11) | — | | — | — | — | — | 37,094 | 273,012 | — | — | | | 3/18/2024(12) | — | | — | — | — | — | 10,369 | 76,316 | — | — | | | 3/20/2025(13) | — | | — | — | — | — | 91,407 | 672,756 | — | — | | | 3/20/2025(14) | — | | — | — | — | — | — | — | 37,500 | 276,000 | | Marcelo C. Modica | 9/16/2024(18) | 204,246 | | 408,500 | — | 7.81 | 9/16/2034 | — | — | — | — | | | 9/16/2024(19) | — | | — | — | — | — | 210,632 | 1,550,252 | — | — | | | 3/20/2025(13) | — | | — | — | — | — | 91,407 | 672,756 | — | — | | | 3/20/2025(14) | — | | — | — | — | — | — | — | 37,500 | 276,000 |

  119. Outstanding Equity Awards at Fiscal Year-End

    1.Outstanding but unvested equity awards are subject to acceleration under certain circumstances. Please see the section titled “Potential Payments upon Termination or Change in Control” below and the section titled “Equity Awards (Long-Term Incentive Compensation)” above for more information regarding the acceleration of these awards. 2.The market value is calculated by multiplying the number of units shown in the preceding column by $7.36 per share, the closing price of our common stock on December 31, 2025.

  120. Outstanding Equity Awards at Fiscal Year-End

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  121. Outstanding Equity Awards at Fiscal Year-End

    3.Option vests upon satisfaction of both service- and performance-based vesting conditions. The performance-based vesting condition is satisfied when the average closing price of our common stock over a 60-trading day period equals or exceeds $12.81 (150% of the base stock price of $8.54). Under the service-based vesting condition, the option vests over four years with 25% of the shares subject to the option vesting on February 3, 2026, with the remaining 75% of the shares subject to the option vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service. 4.Option vests over four years, with 25% of the shares subject to the option vesting on February 3, 2026, with the remaining 75% of the shares subject to the option vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service. 5.25% of the RSUs vested on February 3, 2026, 6.25% of the RSUs vested on February 15, 2026, with the remaining 68.75% of the RSUs vesting in 11 substantially equal quarterly installments thereafter, subject to continuous service. 6.25% of the total number of shares of stock subject to this option vested on the first anniversary of the vesting commencement date (as defined in the stock option agreement) with the remaining 75% of the shares of stock subject to the option vesting in 36 substantially equal monthly installments, subject to continuous service. Mr. Maggioncalda ceased vesting in this option as of August 15, 2025 upon termination of his advisory services. Mr. Hahn will cease vesting in this option upon termination of his advisory services scheduled to end on October 30, 2026. 7.These options were held by the Maggioncalda Family Trust of 2022, for which Mr. Maggioncalda’s spouse and child serve as trustees. 8.25% of the total number of shares subject to this option vested on February 15, 2023, with the remaining 75% of the shares subject to this option vesting in 36 substantially equal monthly installments thereafter, subject to continuous service. Mr. Maggioncalda ceased vesting in this option as of August 15, 2025 upon termination of his advisory services. Mr. Hahn will cease vesting in this option upon termination of his advisory services scheduled to end on October 30, 2026. 9.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service. Mr. Hahn will cease vesting in these RSUs upon termination of his advisory services scheduled to end on October 30, 2026. 10.6.25% of the RSUs vested on November 15, 2022, with the remaining 93.75% of the RSUs vesting in 15 substantially equal quarterly installments thereafter, subject to continuous service. Mr. Hahn will cease vesting in these RSUs upon termination of his advisory services scheduled to end on October 30, 2026. 11.6.25% of the RSUs vested on May 15, 2024, with the remaining 93.75% of the RSUs vesting in 15 substantially equal quarterly installments thereafter, subject to continuous service. Mr. Hahn will cease vesting in these RSUs upon termination of his advisory services scheduled to end on October 30, 2026. 12.These PSUs were granted subject to a service based vesting condition as well as a performance based vesting condition. The performance based vesting condition is based upon achievement of pre-established metrics between January 1, 2024 and December 31, 2024. The PSU metrics were achieved at 83.8%. Following the determination of the achievement of the performance based vesting condition, 25% of the eligible PSUs vested on February 24, 2025, with the remaining 75% of the eligible PSUs vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service. Mr. Hahn will cease vesting in these PSUs upon termination of his advisory services scheduled to end on October 30, 2026. 13.6.25% of the RSUs vested on May 15, 2025, with the remaining 93.75% of the RSUs vesting in 15 substantially equal quarterly installments thereafter, subject to the NEO's continuous service. Mr. Hahn will cease vesting in these RSUs upon termination of his advisory services scheduled to end on October 30, 2026. 14.These PSUs were granted subject to a service based vesting condition as well as a performance based vesting condition. The performance based vesting condition is based upon achievement of pre-established metrics between January 1, 2025 and December 31, 2025. The PSU metrics were achieved at 110.66%. Following the determination of the achievement of the performance based vesting condition, 25% of the eligible PSUs vested on February 23, 2026, with the remaining 75% of the eligible PSUs vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service. Mr. Hahn will cease vesting in these PSUs upon termination of his advisory services scheduled to end on October 30, 2026. 15.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service. 16.6.25% of the RSUs vested on August 15, 2023, with the remaining 93.75% of the RSUs vesting in 15 substantially equal quarterly installments thereafter, subject to continuous service. 17.6.25% of the total number of shares subject to this option vested on August 15, 2023, with the remaining 93.75% of the shares subject to this option vesting in 15 substantially equal quarterly installments thereafter, subject to continuous service. 18.25% of the total number of shares of stock subject to this option vested on August 15, 2025, with the remaining 75% of the total number of shares of stock subject to the option vesting in 36 substantially equal monthly installments, subject to continuous service. 19.25% of the RSUs vested on August 15, 2025, with the remaining 75% of the RSUs vesting in 12 substantially equal quarterly installments thereafter, subject to continuous service.

  122. Outstanding Equity Awards at Fiscal Year-End

    | Coursera | 51 | 2026 Proxy Statement |

  123. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about the exercise of stock options and vesting of stock awards for our NEOs during 2025.

  124. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(3) ($) | | Gregory M. Hart | — | — | — | — | | Jeffrey N. Maggioncalda | 1,915,552 | 15,983,459 | 553,545 | 5,438,262 | | Michael D. Foley | — | — | — | — | | Kenneth R. Hahn | 49,503 | 288,602 | 391,243 | 3,695,756 | | Alan B. Cardenas | — | — | 105,909 | 1,013,524 | | Marcelo C. Modica | — | — | 116,834 | 1,280,817 |

  125. Option Exercises and Stock Vested

    1.The value realized on exercise for stock options equals the difference between the sales price per share of our common stock at the time of exercise and the exercise price per share of such stock options, multiplied by the number of shares of our common stock acquired upon exercise. 2.Such number of shares represents the gross number of shares acquired by the NEO on the vesting date. Coursera withholds shares for tax purposes and the NEO receives a fewer number of shares. 3.The value realized on vesting for stock awards equals the closing price per share of our common stock on the vesting date, multiplied by the gross number of shares vesting on such date as described in note 2.

  126. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  127. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or has account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board or the HRC Committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  128. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of Gregory Hart, our CEO serving in the CEO position on the date we selected for purposes of determining our median employee, and our median employee’s annual total compensation (other than Mr. Hart) for 2025. For the year ended December 31, 2025, the total compensation for our CEO, Mr. Hart was $39,387,371, as reported in the “Total” column of the Summary Compensation Table above. Since Mr. Hart was appointed CEO effective February 3, 2025, we annualized his Salary and Non-Equity Incentive Plan Compensation, to arrive at a value of $39,493,241, used for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. We annualized Mr. Hart’s compensation as follows:

  129. CEO Pay Ratio

    | SCT Component | Actual Value Reported in SCT ($) | For CEO Pay Ratio: Annualized Value ($) | Rationale | | Salary | 540,833 | 590,000 | Annualized salary | | Bonus | — | — | | | Stock Awards | 14,629,466 | 14,629,466 | None of the stock awards were prorated and therefore not annualized | | Option Awards | 23,644,105 | 23,644,105 | None of the option awards were prorated and therefore not annualized | | Non-Equity Incentive Plan Compensation | 570,467 | 627,170 | Annualized bonus under our 2025 cash bonus plan | | All Other Compensation | 2,500 | 2,500 | Not annualized - matching contributions of $2,500 under the Coursera 401(k) plan | | Total CEO Pay | 39,387,371 | 39,493,241 | |

  130. CEO Pay Ratio

    | Coursera | 58 | 2026 Proxy Statement |

  131. CEO Pay Ratio

    Based on the evolving distribution of our global workforce and changes in our short-term and long-term awards to strengthen our pay for performance philosophy, we identified a new median employee for 2025 and chose actual base salary as the most appropriate measure of compensation for our workforce. This represents a change from the prior year, in which we used a consistently applied compensation measure consisting of the actual base salary, the actual annual short-term incentive compensation, and the grant date fair value of equity awards granted to our employees. Actual base salary represents the fixed portion of each employee’s compensation arrangements and is paid without regard to our financial or operational performance in a given year. We calculated the annual total compensation for the median employee using the same methodology we use to calculate the amount reported for our CEO in the “Total” column for 2025 in the Summary Compensation Table as set forth above. For 2025, •Our CEO, Mr. Hart’s annualized annual total compensation was $39,493,241, and •our median employee’s annual total compensation was $139,401. Based on this information, the ratio of our CEO's annualized total compensation for 2025 to the annual total compensation of our median employee for 2025 was 283.3 to 1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with SEC rules. In light of the new hire equity compensation that we paid to Mr. Hart in 2025 in order to successfully recruit him to Coursera, we expect the 2025 Pay Ratio to be significantly higher than the CEO pay ratio in future years when we are not providing new hire equity compensation to recruit a new CEO. Methodology. The methodology and the material assumptions, adjustments, and estimates used to identify the median of the annual total compensation of all our employees for 2025 were based on the following: •The median of the annual total compensation of all our employees was determined from all full-time, part-time, seasonal, and temporary employees as of December 31, 2025, the last day of our fiscal year. •To identify our median employee, we used a consistently applied compensation measure consisting of the annualized base salary paid to our employees for the 12-month period from January 1, 2025 through December 31, 2025. We annualized the base salaries for all permanent employees who did not work for the entire measurement period. •Payments made in currencies other than U.S. dollars were converted to U.S. dollars using the applicable currency exchange rate in effect as of December 31, 2025. We did not make any cost-of-living adjustments. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. This information is being provided for compliance purposes. Neither the HRC Committee nor management of the Company used the foregoing pay ratio measure in making compensation decisions.

  132. Pay Versus Performance

    Pay Versus Performance As discussed in our Compensation Discussion and Analysis, our executive compensation program is designed to reflect a strong focus on pay-for-performance to align our executives’ interests with those of our stockholders. As required by Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing the following information about the relationship between NEOs’ “compensation actually paid” (computed in accordance with Item 402(v)) and certain financial performance of Coursera. Use of the term “compensation actually paid” is required by the SEC’s rules, and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below. The HRC Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  133. Pay Versus Performance

    | Coursera | 59 | 2026 Proxy Statement |

  134. Pay Versus Performance

    The following table sets forth certain information with respect to Coursera’s financial performance and the compensation paid to our NEOs for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.

  135. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | Year | Summary Compensation Table Total for PEO Maggioncalda(1) ($) | Compensation Actually Paid to PEO Maggioncalda(1)(2) ($) | Summary Compensation Table Total for PEO Hart(1) ($) | Compensation Actually Paid to PEO Hart(1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Loss(5) ($) | Company-Selected Measure: Revenue(6) ($) | | | | | | | | | Total Stockholder Return(3) ($) | Peer Group Total Stockholder Return(4) ($) | | | | 2025 | 4,730,422 | (4,464,697) | 39,387,371 | 36,134,649 | 2,451,998 | 1,679,721 | 16 | 161 | (51,000,000) | 757,500,000 | | 2024 | 660,000 | (21,769,084) | — | — | 4,633,313 | (1,362,579) | 19 | 153 | (79,530,000) | 694,670,000 | | 2023 | 606,500 | 21,167,366 | — | — | 1,147,123 | 6,956,342 | 43 | 122 | (116,554,000) | 635,764,000 | | 2022 | 29,124,802 | 19,912,204 | — | — | 8,187,427 | 3,364,720 | 26 | 77 | (175,357,000) | 523,756,000 | | 2021 | 5,379,367 | 9,345,438 | — | — | 3,236,448 | 7,133,735 | 54 | 120 | (145,215,000) | 415,287,000 |

  136. Pay Versus Performance

    1.The PEOs and NEOs included in the above table for each year were:

  137. Pay Versus Performance

    | | PEOs | non-PEO NEOs | | 2025 | Jeffrey Maggioncalda and Greg Hart | Michael Foley, Kenneth Hahn, Alan Cardenas, and Marcelo Modica | | 2024 | Jeffrey Maggioncalda | Kenneth Hahn, Alan Cardenas, Shravan Goli, and Marcelo Modica | | 2023 | Jeffrey Maggioncalda | Kenneth Hahn, Leah Belsky, Shravan Goli, and Alan Cardenas | | 2022 | Jeffrey Maggioncalda | Kenneth Hahn, Leah Belsky, Shravan Goli, and Richard Jacquet | | 2021 | Jeffrey Maggioncalda | Kenneth Hahn and Leah Belsky |

  138. Pay Versus Performance

    Mr. Maggioncalda served as our President, CEO, director, and our principal executive officer (“PEO”), for the entirety of 2021, 2022, 2023, and 2024, as well as through February 3, 2025. Mr. Hart served as our President, CEO, director, and PEO since February 3, 2025. 2.Represents the amount of “compensation actually paid” to our PEOs and our non-PEO NEOs, as computed in accordance with Item 402(v). The amounts do not reflect the actual amount of compensation earned by or paid by each person during the applicable year. Rather, in accordance with the requirements of Item 402(v), the following adjustments were made to each individual’s total compensation for 2025 to determine the compensation actually paid; for information on the calculation of “compensation actually paid” for 2024, 2023, 2022, and 2021 please see the “pay versus performance” disclosure in our 2024, 2023 and 2022 definitive proxy statements filed with the SEC:

  139. Pay Versus Performance

    | | | PEO Maggioncalda: 2025 ($) | PEO Hart: 2025 ($) | NEO: 2025 ($) | | | Summary Compensation Table - Total Compensation | 4,730,422 | 39,387,371 | 2,451,998 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year* | (4,045,422) | (38,273,570) | (1,808,420) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year* | — | 35,020,848 | 1,027,083 | | + | Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years* | — | — | (436,142) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year that Vested During Fiscal Year* | — | — | 216,534 | | + | Year-over-Year Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year* | 616,840 | — | 228,667 |

  140. Pay Versus Performance

    | Coursera | 60 | 2026 Proxy Statement |

  141. Pay Versus Performance

    | | | PEO Maggioncalda: 2025 ($) | PEO Hart: 2025 ($) | NEO: 2025 ($) | | — | Fair Value as of Prior Year-End of Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year* | (5,766,537) | — | — | | = | Compensation Actually Paid for Fiscal Year | (4,464,697) | 36,134,649 | 1,679,721 |

  142. Pay Versus Performance

    * Equity values are calculated in accordance with ASC 718, and the valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant. 3.In accordance with Item 402(v), the comparison assumes $100 was invested in our common stock as of the close of the day of our IPO on March 31, 2021. Historic stock price performance is not necessarily indicative of future stock price performance. 4.The Total Stockholder Return (“TSR”) Peer Group consists of the S&P North American Technology Software Index, an independently prepared index. The amount for 2021 in this column has been corrected from the disclosure contained in our 2023 definitive proxy statement. 5.Net loss amounts reported on a GAAP basis. 6.As noted in our Compensation Discussion and Analysis, for 2025, our HRC Committee determined that revenue continues to be viewed as a key indicator of our business performance and aligned with the creation of stockholder value.