Coursera Adopts Stockholder Rights Plan to Address Accumulation

Coursera, Inc. announced on November 7, 2026, that its board of directors has adopted a stockholder rights plan, effective immediately. The plan was implemented in response to the accumulation of the company’s common stock by a third party. According to the company’s most recent public filings, this stockholder currently owns approximately 14.7% of the outstanding common stock.

Under the terms of the Rights Agreement, dated November 8, 2026, a dividend of one right is being issued for each outstanding share of common stock. The dividend is payable on November 19, 2026, to stockholders of record as of the close of business on that date. The rights are set to expire on November 7, 2027, though the board retains the option to terminate the plan earlier if circumstances warrant.

The rights plan is designed to protect the interests of all stockholders by imposing a penalty on any person or group that acquires 15% or more of the outstanding common stock without board approval. If a person or group becomes an “Acquiring Person,” all holders of rights (excluding the Acquiring Person) will be entitled to purchase shares of common stock at a 50% discount to the market price, or the company may exchange each right for one share of common stock.

The rights are initially inseparable from the common stock and will trade with them. They will become exercisable ten days after a public announcement that a person or group has acquired beneficial ownership of 15% or more of the outstanding shares. Prior to that point, the board may redeem all rights for $0.01 per right. The rights held by an Acquiring Person are null and void.

The company also filed a Certificate of Designations with the Delaware Secretary of State on November 9, 2026, establishing the Series A Junior Participating Preferred Stock. Each right allows a holder to purchase one one-thousandth of a share of this preferred stock for $19.50. This fractional preferred share is intended to provide approximately the same dividend, voting, and liquidation rights as one share of common stock.