Private company

Udemy

Logo: Udemy, Public domain, via Wikimedia Commons5

American online learning platform

Udemy ( YOO-də-mee) is a US-based education technology company. Founded as a massive open online course (MOOC) provider in 2010 by Eren Bali, Gagan Biyani, and Oktay Caglar; the company is based in San Francisco, California, with offices in the United States, Australia, India, Ireland, Mexico and Turkey. Its education platform allows both the creation and sharing of online courses.3 Wikipedia text CC BY-SA 4.0

Last updated Oct 21, 2026.

Overview

2010Founded1
  • Industryeducational system1
  • HeadquartersSan Francisco1
  • Websitewww.udemy.com
  • Legal formpublic company1
  • Incorporated inDE6
  • Business address600 Harrison Street, 3Rd Floor, San Francisco, Ca 941076
  • Filer categoryLarge accelerated filer6
  • LEI2549000T304QU9SAM1804
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 47793444

Udemy ( YOO-də-mee) is a US-based education technology company. Founded as a massive open online course (MOOC) provider in 2010 by Eren Bali, Gagan Biyani, and Oktay Caglar; the company is based in San Francisco, California, with offices in the United States, Australia, India, Ireland, Mexico and Turkey. Its education platform allows both the creation and sharing of online courses. By early 2025, Udemy claimed to have millions of individual users. Courses are typically video-based and on-demand.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

65.6%Gross margin9
-0.5%Operating margin9
0.5%Net margin9
0.4%Revenue growth, 20259
1.8%Return on equity9
$81.9MFree cash flow9

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue34¢$271.4M
  • Research and development13¢$101.5M
  • Other costs52¢$408.6M
  • Income tax1¢$4.5M
  • Profit0¢$3.8M

Out of $789.8M in revenue.9

Where each dollar of operating cash went, fiscal 2025

  • Capital spending7¢$5.8M
  • Share buybacks58¢$51.0M
  • Kept or used elsewhere35¢$30.9M

Out of $87.7M of cash from operations.9

Financial statements

Revenue101112139$789.8M in 2025+186% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $276.3M$276.3M20192020: $429.9M$429.9M2020+56%2021: $515.7M$515.7M2021+20%2022: $629.1M$629.1M2022+22%2023: $728.9M$728.9M2023+16%2024: $786.6M$786.6M2024+8%2025: $789.8M$789.8M2025+0%
Gross profit101112139$518.4M in 2025+290% since 2019
0$200.0M$400.0M$600.0M2019: $132.8M$132.8M20192020: $220.6M$220.6M2020+66%2021: $279.6M$279.6M2021+27%2022: $353.8M$353.8M2022+27%2023: $419.3M$419.3M2023+19%2024: $491.9M$491.9M2024+17%2025: $518.4M$518.4M2025+5%
Operating income101112139-$4.2M in 2025−94% since 2019
-$200.0M-$150.0M-$100.0M-$50.0M02019: -$68.0M-$68.0M20192020: -$73.4M-$73.4M2020+8%2021: -$77.9M-$77.9M2021+6%2022: -$151.2M-$151.2M2022+94%2023: -$121.9M-$121.9M2023−19%2024: -$89.3M-$89.3M2024−27%2025: -$4.2M-$4.2M2025−95%
Net income101112139$3.8M in 2025
-$200.0M-$150.0M-$100.0M-$50.0M0$50.0M2019: -$69.7M-$69.7M20192020: -$77.6M-$77.6M2020+11%2021: -$80.0M-$80.0M2021+3%2022: -$153.9M-$153.9M2022+92%2023: -$107.3M-$107.3M2023−30%2024: -$85.3M-$85.3M2024−21%2025: $3.8M$3.8M2025
Fiscal year2019202020212022202320242025
Revenue$276.3M10$429.9M11$515.7M12$629.1M13$728.9M9$786.6M9$789.8M9
Cost of revenue$143.5M10$209.3M11$236.0M12$275.3M13$309.6M9$294.6M9$271.4M9
Gross profit$132.8M10$220.6M11$279.6M12$353.8M13$419.3M9$491.9M9$518.4M9
Research and development$34.4M10$50.6M11$66.1M12$104.6M13$120.3M9$125.4M9$101.5M9
Operating expenses$357.5M12$505.0M13$541.2M9$581.3M9$522.6M9
Operating income-$68.0M10-$73.4M11-$77.9M12-$151.2M13-$121.9M9-$89.3M9-$4.2M9
Interest$220.0K12$1.3M12$518.0K12
Income before tax-$78.8M12-$151.6M13-$103.6M9-$80.9M9$8.3M9
Income tax$1.4M10$3.1M11$1.2M12$2.3M13$3.7M9$4.3M9$4.5M9
Net income-$69.7M10-$77.6M11-$80.0M12-$153.9M13-$107.3M9-$85.3M9$3.8M9
Earnings per share-$2.5710-$2.3311-$1.4612-$1.0913-$0.719-$0.569$0.039
Earnings per share (diluted)-$2.5710-$2.3311-$1.4612-$1.0913-$0.719-$0.569$0.039
Shares (weighted, basic)55.0M shares12140.9M shares13150.1M shares9151.3M shares9148.2M shares9
Shares (weighted, diluted)55.0M shares12140.9M shares13150.1M shares9151.3M shares9150.0M shares9

Compare Udemy with another company

Corporate structure

Udemy sits at the top of its group. 10 entities, 10 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Udemy

  • Udemy San Francisco, California, United States
    • Udemy Australia Pty Limited Subsidiary · Australia
    • Udemy Bilisim Teknolojiler I Danismanlik ve Muhendislik Hizmetleri Limited Sirketi Subsidiary · Turkey
    • Udemy Canada ULC Subsidiary · Canada
    • Udemy India LLP Subsidiary · Gurgaon, India
    • Udemy Ireland Ltd. Subsidiary · Ireland
    • Udemy Japan GK Subsidiary · Japan
    • Udemy Mexico S. de R. L. de C.V Subsidiary · Mexico
    • Udemy Servicos Promocionais Sociedade Limitada Subsidiary · Brazil
    • Udemy UK Limited Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Udemy reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$123.3M9 Dec 31, 2025$105.2M9 Dec 31, 2024+17.3%
Property and equipment, before depreciation$38.8M9 Dec 31, 2025$34.3M9 Dec 31, 2024+13.1%
Accumulated depreciation$32.1M9 Dec 31, 2025$29.7M9 Dec 31, 2024+7.9%
Property and equipment, net$6.7M9 Dec 31, 2025$4.5M9 Dec 31, 2024+47.6%
Operating-lease assets (leased space)$9.0M9 Dec 31, 2025$10.9M9 Dec 31, 2024−17.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$231.5M9 Dec 31, 2025$190.6M9 Dec 31, 2024+21.5%
Marketable securities, current$127.3M9 Dec 31, 2025$163.8M9 Dec 31, 2024−22.3%
Marketable securities, non-current$8.2M9 Dec 31, 2025
Debt securities available for sale$358.7M9 Dec 31, 2025$354.4M9 Dec 31, 2024+1.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$12.6M9 Dec 31, 2025$12.6M9 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$2.4M9 Dec 31, 2025$2.4M9 Dec 31, 2024+0.8%
Finite-lived intangibles, gross$16.6M9 Dec 31, 2025$15.1M9 Dec 31, 2024+9.9%
Accumulated amortization$14.2M9 Dec 31, 2025$12.7M9 Dec 31, 2024+11.7%
Finite-lived intangibles, net$2.4M9 Dec 31, 2025$2.4M9 Dec 31, 2024+0.8%

Properties, in its own words

Our corporate headquarters, consisting of approximately 59,000 square feet of office space in San Francisco, California, is leased through June 2029. We also lease additional office space in locations around the world, including Denver, Colorado; Dublin, Ireland; Ankara, Turkey; and Melbourne, Australia. We maintain co-working or other short-term office spaces in Austin, Texas; Gurugram, Chennai and Mumbai, India; Istanbul, Turkey; and Mexico City, Mexico, through co-working leases or similar arrangements. We believe that our facilities are suitable to meet our current needs. We anticipate that suitable additional or alternative space would be available at commercially reasonable terms for future expansion, as needed.

Item 2 of the 10-K filed Feb 19, 2026.17

The story

Founded by Eren Bali and Gagan Biyani in 2010.1

In 2007, Eren Bali and Oktay Caglar created a live virtual classroom while living in Turkey. They moved to Silicon Valley two years later, where they founded Udemy with Gagan Biyani in early 2010. In February 2010, the founders tried to raise venture capital funding, but were rejected 30 times, according to Gagan Biyani. They bootstrapped development of the product and launched Udemy in May 2010. Within a few months, 1,000 instructors had created about 2,000 courses. It raised $1 million in venture funding by August 2010. Early on, Udemy was described by some sources as a MOOC platform.

On April 22, 2014, chief operating officer Dennis Yang succeeded Eren Bali as CEO. In November 2015, Udemy was criticized for profiting from pirated courses on its platform. In 2018, the company expanded its existing anti-piracy efforts via Link-Busters. On February 5, 2019, the Udemy board appointed Gregg Coccari as CEO.

As of November 2020, Udemy had raised $273 million in funding from investors, including Tencent Holdings; its valuation was estimated at $3.25 billion; and it had ranked on Fortune's annual Change the World list. By June 2021, Udemy had not generated a profit, with an accumulated deficit of $407.9 million.

On October 29, 2021, Udemy held its IPO in the U.S. In February 2023, the company began offering over 100 courses in Hindi. In February 2023, Greg Coccari announced his retirement as CEO and chairman, to be succeeded by Greg Brown. In 2024, Udemy announced that it would be cutting the percentage of revenues that academic labor received. By that September, it had laid off 30% of its employees and announced plans to hire in lower-cost regions.

Co-founder Eren Bali returned as chief technology officer in August 2024. He was replaced by Ozzie Goldschmied in June 2025.

In early 2025, it was announced that Hugo Sarrazin would replace Greg Brown as CEO. Shares in the company fell by 8.5% shortly after, before rebounding in the second quarter. In June 2025 Udemy acquired the image-generation tool Lummi, with the goal of allowing instructors to add AI-generated content to Udemy courses.

In August 2025, Udemy reported its first positive net income since its IPO. The company also began offering its platform in Arabic.

In December 2025, Coursera agreed to acquire Udemy for about $930 million in equity, valuing the combined company at $2.5 billion.

From Wikipedia’s article on Udemy, shared under CC BY-SA 4.0.7

Leadership

Who has led Udemy, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Products and brands

Udemy is an online education platform that allows instructors to host online courses and upload videos and other educational materials. Courses are offered in various categories, including business, academics, health and fitness, and music, with most covering practical subjects, such as AWS and Azure training, Excel software, or using an iPhone camera.

Courses on Udemy can be paid or free, depending on the instructor. In 2015, the top 10 instructors made $17 million in total revenue.

In 2013, Udemy offered an app for Apple iOS. The Android version was launched in 2014. As of January 2014, the iOS app had been downloaded over 1 million times, with 20% of its users accessing their courses via mobile. In 2016, Udemy was also accessible via Apple TV.

Introduced in late 2024, the Udemy AI Assistant is a natural language chat interface integrated into the platform, with a "skills mapping" feature. In August 2025, Udemy launched its Model Context Protocol (MCP) server, which embeds training into enterprise and employee workflows.

From Wikipedia’s article on Udemy, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Udemy Australia Pty Limited Australia8
  • Udemy Bilisim Teknolojiler I Danismanlik ve Muhendislik Hizmetleri Limited Sirketi Turkey8
  • Udemy Canada ULC Canada (British Columbia)8
  • Udemy India LLP India8
  • Udemy Ireland Ltd. Ireland8
  • Udemy Japan GK Japan8
  • Udemy Mexico S. de R. L. de C.V Mexico8
  • Udemy Servicos Promocionais Sociedade Limitada Brazil8
  • Udemy UK Limited United Kingdom8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. May 11, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer43
  2. Apr 9, 20268-K Shareholder vote44
  3. Mar 31, 20268-K Other events45
  4. Feb 10, 20268-K Other events46
  5. Feb 5, 20268-K Results of operations47
  6. Dec 22, 20258-K Executive or director change48
  7. Dec 18, 20258-K Entered a material agreement49
  8. Dec 17, 20258-K Other events50
  9. Nov 21, 20258-K Regulation FD disclosure51
  10. Oct 29, 20258-K Results of operations52
  11. Sep 10, 20258-K Other events53
  12. Jul 30, 20258-K Results of operations54
  13. Mar 17, 2025New chief executive Hugo Sarrazin becomes CEO18
  14. Oct 28, 2021New chief executive Gregg Coccari becomes CEO19
  15. 2010Founded Founded1

Calendar

When it reported results

  1. Feb 5, 2026Reported quarterly or annual results47
  2. Oct 29, 2025Reported quarterly or annual results52
  3. Jul 30, 2025Reported quarterly or annual results54
  4. Apr 30, 2025Reported quarterly or annual results55
  5. Feb 13, 2025Reported quarterly or annual results56
  6. Oct 29, 2024Reported quarterly or annual results57
  7. Jul 31, 2024Reported quarterly or annual results58
  8. May 2, 2024Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

573 filings to the SEC since October 2021: 7 annual reports, 14 quarterly reports, 48 major events, 357 insider forms, 18 large holders, 129 other. The latest 20:

  1. Aug 10, 2026SCHEDULE 13G/A EDGAR
  2. May 21, 202615-12G EDGAR
  3. May 13, 20264 EDGAR
  4. May 13, 20264 EDGAR
  5. May 13, 20264 EDGAR
  6. May 12, 2026SCHEDULE 13G EDGAR
  7. May 11, 20264 EDGAR
  8. May 11, 20264 EDGAR
  9. May 11, 20264 EDGAR
  10. May 11, 20264 EDGAR
  11. May 11, 20264 EDGAR
  12. May 11, 20264 EDGAR
  13. May 11, 20264 EDGAR
  14. May 11, 20264 EDGAR
  15. May 11, 20264 EDGAR
  16. May 11, 202610-Q EDGAR
  17. May 11, 20264 EDGAR
  18. May 11, 2026S-8 POS EDGAR
  19. May 11, 2026S-8 POS EDGAR
  20. May 11, 2026S-8 POS EDGAR

The 573 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

126 open-market trades by officers, directors and large owners since October 2021: 7 buys and 119 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 13, 2026Blanchard SarahChief Financial OfficerSale25,000$4.78$119.5KForm 4
Dec 15, 2025Blanchard SarahChief Financial OfficerSale25,000$5.25$131.2KForm 4
Sep 15, 2025Blanchard SarahChief Financial OfficerSale25,000$7.08$177.0KForm 4
Jun 13, 2025Blanchard SarahChief Financial OfficerSale25,000$6.99$174.8KForm 4
May 21, 2025Sarrazin HugoPresident and CEOBuy22,695$6.91$156.8KForm 4
May 20, 2025Sarrazin HugoPresident and CEOBuy14,285$7.00$100.0KForm 4
May 19, 2025Sarrazin HugoPresident and CEOBuy1,768$6.98$12.3KForm 4
May 15, 2025Sarrazin HugoPresident and CEOBuy5,432$6.99$38.0KForm 4
May 12, 2025Sarrazin HugoPresident and CEOBuy3,400$6.99$23.8KForm 4
Apr 2, 2025Bali ErenChief Technology OfficerSale846$8.00$6.8KForm 4
Mar 14, 2025Bali ErenChief Technology OfficerSale10,000$8.02$80.2KForm 4
Mar 6, 2025Brown Gregory ScottDirectorSale10,000$9.43$94.3KForm 4
Feb 19, 2025Hiles HeatherDirectorSale14,840$9.81$145.6KForm 4
Feb 14, 2025Bali ErenChief Technology OfficerSale69,482$9.00$625.3KForm 4
Jan 21, 2025NASPERS LTD10% ownerSale3,200,000$7.84$25.1MForm 4
Dec 6, 2024Brown Gregory ScottDirectorSale10,000$8.71$87.1KForm 4
Nov 6, 2024Bali ErenChief Technology OfficerSale35,518$9.00$319.7KForm 4
Oct 29, 2024Brown Gregory ScottDirectorSale10,000$8.50$85.0KForm 4
Aug 21, 2024Blanchard SarahChief Financial OfficerSale45,000$8.05$362.2KForm 4
Aug 1, 2024Venugopal VenuChief Technology OfficerSale1,000$7.08$7.1KForm 4

All 126 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Eren BaliChief Technology Officer40$183.4K$5.3M68
2024Greg BrownFormer President and Chief Executive Officer$583.8K$5.2M68
2024Rob RosenthalChief Revenue Officer54$256.7K$3.1M68
2024Venu VenugopalFormer Chief Technology Officer$436.4K$2.4M68
2024Sarah BlanchardChief Financial Officer48$445.5K$2.4M68
2024Prasad RajeFormer Chief Product Officer$411.2K$1.6M68
2023Prasad RajeFormer Chief Product Officer$153.0K$5.9M68
2023Greg BrownFormer President and Chief Executive Officer$560.8K$5.5M68
2023Sarah BlanchardChief Financial Officer48$432.0K$3.0M68
2023Venu VenugopalFormer Chief Technology Officer$425.5K$2.9M68
2022Greg BrownFormer President and Chief Executive Officer$533.3K$8.9M68
2022Sarah BlanchardChief Financial Officer48$426.7K$8.2M68
2022Venu VenugopalFormer Chief Technology Officer$420.2K$1.8M68

SEC filer profile

How Udemy is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUdemy, Inc.2
  • CIK0001607939
  • Employer ID (EIN)27-177986417
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)8200 Services-Educational Services2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address600 Harrison Street, 3Rd Floor, San Francisco, CA 941072
  • Phone(510) 378-47892
  • Shares outstanding146,281,495 as of May 4, 202616
  • Public float$778.9M as of Jun 30, 202517
  • AuditorDELOITTE & TOUCHE LLP, San Francisco, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceMay 14, 20142
  • Filings603 in all: 4 (320), 144 (60), 8-K (48), 425 (40), 3 (31), 10-Q (14), UPLOAD (7), 4/A (6)2
    All 37 form types

    S-8 (6), S-8 POS (6), SC 13G (6), SCHEDULE 13G/A (6), 10-K (5), CORRESP (5), SC 13G/A (5), DEF 14A (4), DEFA14A (4), ARS (3), DRS/A (3), DRSLTR (3), S-1/A (3), 10-K/A (2), SC TO-I/A (2), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DEFM14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), SC TO-C (1), SC TO-I (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) May 11, 2026
    Proxy statement (DEF 14A) Apr 25, 2025
    Latest 8-K (8-K) May 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.00001 par valueUDMYThe Nasdaq Stock Market

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Udemy names in Item 1A of its 10-K filed Feb 19, 2026: 62 risks under these headings, as written.17

  • Risks related to our proposed merger with Coursera
  • The pendency of the Merger, or the failure to complete the Merger in a timely manner or at all, could adversely affect our business, financial condition, results of operations and stock price.
  • While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition and results of operations.
  • Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs
  • As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company following the Merger, and as a result, key employees may depart.
  • As a result of the pending Merger, certain learners, instructors, UB customers and other business partners may decide not to do business with us or change their relationship with us.
  • Risks related to our business and operations
  • We have a history of losses, and we may not be able to generate sufficient revenue to increase or sustain profitability in the future.
  • We operate in an emerging and dynamic market, which makes it difficult to evaluate our prospects and future results of operations.
  • Our results of operations may fluctuate significantly from period to period due to a wide range of factors, which makes our future results difficult to predict.
  • Our growth may not be sustainable and depends on our ability to attract new learners, instructors, and organizations and retain existing ones.
  • Our platform relies on a limited number of instructors who create a significant portion of the most popular content on our platform, and the loss of these instructor relationships could adversely affect our business, financial condition, and results of operations.
The other 52 risks
  • If we fail to maintain and expand our relationships with UB customers, our ability to grow our business and revenue will suffer.
  • We operate in a highly competitive market, and we may not be able to compete successfully against current and future competitors.
  • The market for online learning solutions may not grow as we expect, which may harm our business, financial condition, and results of operations.
  • Our revolving credit facility contains customary affirmative and negative covenants, including financial covenants, that may limit our operating flexibility.
  • We may need to change our pricing, subscription, and contract models for our platform’s offerings, which in turn could adversely impact our results of operations.
  • Failure to effectively leverage our strategic partnerships to market and sell our products could impact our ability to increase brand awareness and grow our revenue.
  • Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our base of learners and UB customers and achieve broader market acceptance.
  • If we are not able to maintain and enhance our brand, our reputation and business may suffer.
  • We could face liability, or our reputation might be harmed, as a result of courses posted to our platform.
  • Failure of our resellers or other commercial partners to use acceptable ethical business practices or comply with applicable laws could negatively impact our business.
  • Our revenue, results of operations, and financial condition could be negatively affected by general economic conditions.
  • Our business and operations could be materially and adversely affected by natural disasters, public health emergencies, political crises, or other catastrophic events.
  • Our business could be harmed if we fail to manage our growth effectively.
  • Our future success depends on our ability to retain our senior management team and other highly skilled employees and to attract, retain, and motivate our qualified personnel.
  • Acquisitions and other strategic investments may expose us to significant risks, any of which could materially and adversely affect our business, financial condition, and results of operations.
  • We may need to raise additional funds to pursue our growth strategy or continue operations, and we may be unable to raise capital when needed or on acceptable terms.
  • We operate internationally and we plan to continue expanding our international operations, which exposes us to risks inherent in international operations.
  • We are subject to laws and regulations worldwide, and failure to comply with such laws and regulations could subject us to claims or otherwise adversely affect our business, financial condition and results of operations.
  • We are subject to governmental export and import controls and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.
  • Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.
  • We are from time to time involved in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations.
  • Our sales to government clients expose us to additional risks.
  • Adherence to our values and our focus on long-term sustainability may negatively impact our short- or medium-term financial performance.
  • Inadequate self-insurance accruals or insurance coverage for employee healthcare benefits could have an adverse effect on our business, financial results or financial condition.
  • Risks related to technology, privacy, and cybersecurity
  • Changes in laws or regulations relating to privacy, data protection, or cybersecurity, including those relating to the protection or transfer of data relating to individuals, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations, could adversely affect our business.
  • A cybersecurity attack or other security breach or incident could delay or interrupt service to our learners, instructors, and UB customers, harm our reputation or subject us to significant liability.
  • We may not be able to successfully deploy AI, machine learning, and other evolving technologies.
  • Interruptions or performance problems associated with our technology and infrastructure could adversely affect our business and results of operations.
  • Applicable regulations that permit ISPs to limit internet consumption could harm our business.
  • We rely on Amazon Web Services for a substantial portion of our platform services. Any disruption of, or interference with, our use of Amazon Web Services could negatively impact our business and operations.
  • Our payments system depends on third-party providers and is subject to evolving laws and regulations.
  • The use of our platform could be adversely affected if our mobile apps are not effective.
  • Internet search engines drive traffic to our platform and, if we fail to appear prominently in search results, our growth rate could decline and our business, financial condition and results of operations could be adversely affected.
  • Risks related to our intellectual property
  • We may be unable to adequately obtain, maintain, protect, and enforce our intellectual property and proprietary information, which could adversely affect our business, financial condition, and results of operations.
  • Intellectual property litigation, including litigation related to content available on our platform, could result in significant costs and adversely affect our business, financial condition, results of operations, and reputation.
  • Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our platform.
  • Risks related to financial reporting, taxation, and operations as a public company
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which may adversely affect investor confidence in us and, as a result, lead to a decline in the market price of our common stock.
  • Operating as a public company requires us to incur substantial costs and administrative burdens, which could have an adverse effect on our business, financial condition and results of operations.
  • Unanticipated changes in our effective tax rate and additional tax liabilities, including as a result of our international operations or implementation of new tax rules, could harm our future results of operations.
  • Taxing authorities may successfully assert that we have not properly collected or remitted, or in the future should collect or remit, sales and use, gross receipts, value added, or similar taxes, or employment, payroll, or withholding taxes, and may successfully impose additional obligations on us, and any such assessments, obligations, or inaccuracies could adversely affect our business, financial condition, and results of operations.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Our results of operations, which we report in U.S. dollars, could be adversely affected if currency exchange rates fluctuate substantially in the future.
  • We could be adversely impacted by the effects of inflation.
  • Our reported financial results may be adversely affected by changes in generally accepted accounting principles.
  • Risks related to ownership of our common stock
  • The trading price of our common stock may be volatile, and you could lose all or part of your investment.
  • Future sales of our common stock could depress the market price of our common stock.
  • Future issuances of our common stock or rights to purchase common stock could result in additional dilution to our stockholders and cause the price of our common stock to decline.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our industry, or if they change their recommendation regarding our common stock adversely, the market price and trading volume of our common stock could decline.
  • We do not expect to pay dividends in the foreseeable future.
  • Our directors, executive officers, and principal stockholders beneficially own a substantial percentage of our common stock and are able to exert significant control over matters subject to stockholder approval.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws might delay, discourage or prevent a merger, tender offer or proxy contest, thereby depressing the market price of our common stock.
  • Our amended and restated bylaws provide, to the fullest extent permitted by law, that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees and, in turn, discourage lawsuits against our directors, officers, or employees.

Legal proceedings

From time to time, we are involved in legal proceedings and subject to claims that arise in the ordinary course of our business. Although the results of legal proceedings and claims cannot be predicted with certainty, we believe we are not currently party to any legal proceedings which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results or financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

The opening of Item 3, Legal Proceedings.17

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