COUR

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How COUR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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In particular, risks associated with our business include, among others, the following, any of which could have an adverse effect on our business, financial condition, results of operations, or prospects: • our historical growth may not be indicative of our future growth and our growth may be adversely impacted by macroeconomic conditions; • fluctuations in our quarterly and annual revenue and operating results could cause our stock price to fluctuate and the value of your investment to decline; • the evolution of our offerings coupled with our limited operating history makes it difficult to predict our future financial and operating results; • the nascency and market adoption of online learning solutions and generative AI, which may not grow or evolve as we expect, or lead to increased demand for our offerings; • the expected timing and realization of the expected benefits of our Merger with Udemy; • our ability to complete the Merger and the impact of such failure on our business and financial results and the price of our common stock; • the Merger Agreement contains contractual restrictions to pursue alternatives to the Merger and provisions that could require us to pay a termination fee or other amounts to Udemy; • business uncertainties and contractual restrictions while the Merger is pending; • the impact of lawsuits filed in connection with the Merger, if any, resulting in substantial costs and/or delaying or preventing the completion of the Merger; • changes in contractual terms with our content creators, including with respect to pricing or contract length; • our ability to maintain and expand our partnerships with our content creators; • our ability to attract and retain learners, including converting freemium learners to paid learners; • our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or requirements; • our ability to manage the growth of our business both in terms of scale and complexity; • changes in our subscription or contract terms, including our pricing models, for our offerings; • our ability to successfully expand our international operations, including growing our worldwide content creator and learner base, and to manage the risks presented by such operations; • our ability to launch new offerings and services to learners to grow our business; • our ability to achieve or maintain profitability in the future; • our ability to improve operational efficiencies and operating costs, including through restructuring and expense reduction initiatives; • our ability to generate sufficient revenue from new offerings to offset our costs of the offerings; • our ability to compete effectively; • our ability to successfully execute acquisitions or other strategic transactions; • our ability to attract and retain key personnel and manage leadership transitions; • the impact of potential changes in laws and regulations applicable to us, our content creators, learners, and customers, including changes to government spending policies or budget priorities that impact our business, directly or indirectly, including through our content creators; • our, and our content creators’, ability to comply with international, federal, and state education laws and regulations, including applicable state authorizations; • our, and our content creators’ ability to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs, or expand programs into or within certain jurisdictions; • our university partners’ ability to maintain institutional or programmatic accreditation for their programs; • any changes to the validation or applicability of the United States (“U.S.”) Department of Education “Dear Colleague” Letter (“DCL”), on which our degree programs rely; • any disclosure of personal, confidential, or otherwise sensitive information about our learners, customers, content creators, or their employees, whether due to cyberattack or otherwise; • any failure to obtain, maintain, protect, and enforce our intellectual property (“IP”) and proprietary rights and successfully defend against claims of infringement, misappropriation, or other violations of third-party IP; • any disruption or failure of our platform or operations, including as a result of geopolitical crises, natural disasters, public health crises, or other catastrophic events; • litigation or regulatory proceedings could adversely impact our business and financial condition, including exposing us to significant monetary damages or limiting our ability to operate our business; and • risks related to our status as a Delaware public benefit corporation (“PBC”) or Certified B Corporation that may negatively impact our financial performance or reputation.
Risks Related to Our Business and Industry Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years due to a variety of factors, including macroeconomic conditions.
Our revenue growth rates may decline compared to prior years due to a variety of factors, including slowing demand for our platform or offerings, slowing growth of our sales, increasing competition, increasing regulation, a decrease in the growth of our overall market or market saturation, and our failure to capitalize on growth opportunities.
In addition, our growth may be negatively impacted by inflation and macroeconomic uncertainty.
If macroeconomic uncertainty is prolonged or economic conditions worsen, including due to ongoing trade disputes and geopolitical tensions between the U.S. and other countries, discretionary spending by current and prospective learners and customers may be adversely impacted, leading to reduced demand for our offerings, a loss of learners or customers, longer payment cycles, and difficulties in collecting accounts receivable.
Moreover, anti-U.S. sentiment or campaigns due to geopolitical tensions may cause learners and customers to cancel, reduce, or delay their spending with U.S.-based companies, resulting in learner, customer, or content creator attrition, which could materially and adversely affect our business, financial condition, and results of operations.
Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following: • our ability to maintain existing customers and attract new customers, including businesses, government organizations, academic institutions, and other organizations that subscribe to our Enterprise platform, as well as learners who access the content and credentialing programs available on our platform; • our ability to continue to offer compelling content and degrees or other credentialing programs created by our content creators; • changes in, or trends affecting, subscriptions to our platform from businesses, government organizations, academic institutions, and other organizations; • changes in, or trends affecting, learner enrollment and retention levels, including with respect to learners electing to access our paid offerings; • our ability to increase and manage the growth of our international operations, including our international learner and customer base, and our ability to manage the risks associated therewith; • the timing of costs we incur, the timing and amount of revenue generated, the pricing models, or the payment terms associated with launching new content or offerings; • trends and factors impacting the demand for, and acceptance of, online learning and credentialing programs and the prices consumers and businesses are willing to pay for such programs; • changes in, or trends affecting, the mix of content creators, including academic institutions, offering open online courses only and those offering certification, degree, or other credentialing programs; • changes in the rate, volume, quality, and demand for new content and credentialing programs created and offered by our content creators on our platform; • changes in the terms of our existing content creator agreements and the timing and terms of any new content creator agreements; • the timing and amount of our sales and marketing expenses; • the timing and breadth of platform subscription discounts and promotions; • costs necessary to improve and maintain our platform and compete on the basis of emerging technologies and functionality; • changes in our key metrics or the methods used to calculate our key metrics; • revenue mix shifts between our segments and seasonality, including seasonal engagement patterns of learners and customers, which may vary from quarter to quarter or year to year, and seasonal operating practices or engagement patterns of content creators resulting from academic calendars or fiscal years that may differ from our own; • changes in laws, regulations, or accounting principles that impact our business; and • general political, economic, or market conditions and events affecting any of the above, including the impact of inflation, currency fluctuations, tariffs, government shutdowns, labor strikes or other widespread work stoppages, the political environment, changes in government spending policies or priorities, geopolitical tensions or hostilities, such as ongoing trade disputes and geopolitical tensions between the U.S. and other countries, the conflicts in Ukraine and the Middle East, supply chain disruptions, natural disasters, public health crises, or other catastrophic events.
However, we cannot guarantee that such changes will be accepted by our learners, content creators, or Enterprise customers, or that they will not result in lower revenues, particularly in the period immediately following the changes.
The market for online learning solutions is less mature than the market for in-person learning and training.
It is difficult to predict learner, customer, or content creator demand to use or be on our platform, their adoption and renewal rates, the rate at which they expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive offerings into the market, or the success of existing competitive offerings.
If we change the contract terms with our content creators, including pricing or contract length, it could materially and adversely affect our business, financial condition, and results of operations.
We collaborate with our content creators to deliver a broad portfolio of educational content and credentials on our platform.
For our Enterprise offerings and a significant portion of our Consumer offerings, we incur content costs in the form of fees paid to content creators.
In addition, the portion of our Consumer revenue attributable to our degree programs is determined based on a percentage of the total tuition paid by students enrolled in degree programs.
As a result, changes in university tuition rates, increases in content costs, or other changes in our content creator agreements could significantly impact our revenue, gross profit, and operating results.
For example, starting in 2025, we updated our revenue share allocation arrangements to compensate our content creators based on the level of learner engagement their content generates, rather than learner enrollment rates.
In addition, in 2026, we introduced a platform fee charged to our content creators for sales of eligible Consumer subscriptions and courses as well as Enterprise offerings to help fund our ongoing investments in our platform.
Further, we have in the past and may in the future change the terms of these agreements, including the pricing terms or contract length, due to competitive, regulatory, or other reasons.
Any significant change in our pricing, content costs, or other contract terms with our content creators could impact whether content creators continue to partner with us and materially and adversely affect our business, financial condition, and results of operations.
If we fail to establish, maintain, and expand our content creator relationships, our ability to grow our business and revenue will suffer.
The success of our business depends in large part on the development, maintenance, and volume of engaging educational content and credentialing programs in collaboration with our content creators.
For instance, our content creators may need to invest significant time and resources to modify or develop their content and credentialing programs to suit an online learning environment.
Further, if we were to lose a significant number of content creators, especially those who provide a significant portion of the content and programs on our platform, or if we can no longer offer certain high-demand content or programs, our reputation, growth, and revenue would be materially and adversely impacted.
For the year ended December 31, 2025, we generated approximately 23% of our total revenue from the content and credentialing programs of our top five content creators.
Total revenue includes both revenue directly attributable to content creators and revenue that we do not consider directly attributable, such as revenue from site-wide subscriptions or our Coursera for Teams offering.
The loss of or reduction in content and programs from these and other content creators could negatively affect our ability to sustain or generate revenue or reach future profitability, and would materially and adversely affect our business, financial condition, or results of operation if we are unable to timely secure comparable educational content and credentialing programs at a favorable cost from other content creators.
We aim to serve these learners’ needs by providing compelling credentialing programs and high-demand content that is developed in collaboration with our content creators.
Further, concerns about the potential misuse of generative AI tools by learners to generate their coursework may be heightened with respect to online programs. • Reduced support from content creators.
If content creators cease to maintain or offer new and compelling credentialing programs or content, including due to reduced funding, or limit our ability to promote their content or programs, learners may reduce or terminate their use of our platform. • Harm to content creator reputation.
Our content creators’ reputations may be impacted by factors that are beyond our control and can change over time, including their status or credibility (such as university academic performance or ranking among academic institutions), financial health, ethical practices, litigation or regulatory investigations, and their status and actual or perceived expertise with respect to specific degrees, certifications, or other credentialing programs. • Lack of interest in the offerings, features, services, certifications, degrees, or other credentials offered on our platform.
Additionally, changing views of the value of our content creators’ credentialing programs and content offered, as well as perceptions of employment prospects following completion of a program on our platform, can influence learner satisfaction levels.
In addition, the elimination of a particular medium or platform on which we advertise or changes in advertising practices or advertising spending fluctuations by our largest content creators have had, and may in the future have, an adverse impact on directing traffic to our offerings and recruiting new learners on a cost-effective basis.
Developments that reduce the availability of financial aid for higher education or reduce disposable income for potential learners (including macroeconomic developments such as inflation, government shutdowns, tariffs, currency and interest rate fluctuations, recessions, unemployment, or pandemics) could impair learners’ abilities to meet their financial obligations, which in turn could result in reduced enrollment and harm our ability to generate revenue. • General economic conditions.
Conversely, a decline in employment opportunities or economic conditions may reduce employers’ willingness to sponsor adult learning or workforce skilling opportunities for employees given a lack of employer need for enhanced skill sets or an inability to fund such programs.
In addition, if current macroeconomic conditions persist or deteriorate, our ability to attract and retain paid learners in our Consumer segment, as well as current and prospective customers in our Enterprise segment, or to maintain and grow relationships with our content creators, could be adversely affected by reductions or resources, shifting priorities, or delays in decision-making.
These developments could also harm our reputation and make it more difficult for us to maintain our current content and credentialing programs and engage our content creators for new course content or other offerings, which in turn may negatively impact our ability to expand our business and improve our financial performance.
To attract new learners, customers, and content creators and increase revenue from our existing base, we will need to continuously enhance and improve our offerings to meet their needs at prices that our learners and customers are willing to pay.
Such efforts will require adding new functionality and responding to technological advancements, which will increase our costs of research and development as well as sales and marketing.
Our ability to grow also depends on our ability to anticipate and effectively respond to threats and opportunities from future disruptive technologies and developments.
If new technologies, including AI-driven advancements, emerge that can discover or deliver educational programs more effectively, efficiently, conveniently, securely, or at lower costs, enhancing plagiarism prevention, learner identity validation, or content relevance, and if we, or our content creators, fail to adopt such technologies promptly, our competitiveness could suffer.

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Gone since FY2024

In particular, risks associated with our business include, among others, the following, any of which could have an adverse effect on our business, financial condition, results of operations, or prospects: • our historical growth may not be indicative of our future growth; • fluctuations in our quarterly and annual revenue and operating results could cause our stock price to fluctuate and the value of your investment to decline; • the evolution of our offerings coupled with our limited operating history makes it difficult to predict our future financial and operating results; • the nascency and market adoption of online learning solutions and generative AI, which may not grow or evolve as we expect, or lead to increased demand for our offerings; • changes in contractual terms with our educator partners, including with respect to pricing or contract length; • our ability to maintain and expand our partnerships with our educator partners; • our ability to attract and retain learners, including converting freemium learners to paid learners; • our ability to manage the growth of our business both in terms of scale and complexity; • changes in our contract terms, including our pricing models, for our offerings; • our ability to successfully expand our international operations, including growing our worldwide educator partner and learner base, and to manage the risks presented by such operations; • our ability to launch new offerings and services to learners to grow our business; • our ability to achieve or maintain profitability in the future; • our ability to improve operational efficiencies and operating costs, including through restructuring and expense reduction initiatives; • our ability to attract and retain key personnel and manage leadership transitions; • our ability to generate sufficient revenue from new offerings to offset our costs of the offerings; • our ability to compete effectively; • the impact of potential changes in laws and regulations applicable to us, our educator partners, learners, and customers, including changes to government spending policies or budget priorities that impact our business; • our, and our educator partners’, ability to comply with international, federal, and state education laws and regulations, including applicable state authorizations for their programs; • our educator partners’ ability to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs, or expand programs into or within certain jurisdictions; • any changes to the validation or applicability of the United States (“U.S.”) Department of Education “Dear Colleague” Letter (“DCL”), on which our Degrees business model relies; • our educator partners’ ability to maintain institutional or programmatic accreditation for their programs; • any disclosure of sensitive information about our learners, customers, educator partners, or their employees, whether due to cyberattack or otherwise; • any failure to obtain, maintain, protect, and enforce our intellectual property (“IP”) and proprietary rights and successfully defend against claims of infringement, misappropriation, or other violations of third-party IP; • any disruption or failure of our platform or operations, including as a result of geopolitical crises, natural disasters, public health crises, or other catastrophic events; • litigation or regulatory proceedings could adversely impact our business and financial condition, including exposing us to significant monetary damages or limiting our ability to operate our business; and • risks related to our status as a Delaware public benefit corporation (“PBC”) or Certified B Corporation that may negatively impact our financial performance or reputation.
Risks Related to Our Business and Industry Our historical growth may not be indicative of our future growth, and our revenue may not grow or could decline compared to prior years.
As we grow our business, we expect our revenue growth rates may decline compared to prior years due to a variety of factors.
These may include more challenging comparisons to prior periods as our revenue grows, slowing demand for our platform or offerings, slowing growth of our sales, increasing competition, increasing regulation, a decrease in the growth of our overall market or market saturation, and our failure to capitalize on growth opportunities.
In addition, our growth rates have experienced, and are likely to continue experiencing, volatility due to inflation, currency and interest rate fluctuations, and related shifts in societal, political, and economic circumstances.
Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following: • our ability to maintain existing customers and attract new customers, including businesses, government organizations, academic institutions, and other organizations that subscribe to our Enterprise platform, as well as learners who access the content and credentialing programs available on our platform; • our ability to continue to offer compelling content and degrees or other credentialing programs created by our educator partners; • changes in, or trends affecting, subscriptions to our platform from businesses, government organizations, academic institutions, and other organizations; • changes in, or trends affecting, learner enrollment and retention levels, including with respect to learners electing to access our paid offerings; • our ability to increase and manage the growth of our international operations, including our international learner and customer base, and our ability to manage the risks associated therewith; • the timing of costs we incur, the timing and amount of revenue generated, the pricing models, or the payment terms associated with launching new content or offerings; • trends and factors impacting the demand for, and acceptance of, online learning and credentialing programs and the prices consumers and businesses are willing to pay for such programs; • changes in, or trends affecting, the mix of educator partners, including academic institutions, offering open online courses only and those offering certification, degree, or other credentialing programs; • changes in the rate, volume, quality, and demand for new content and credentialing programs created and offered by our educator partners on our platform; • changes in the terms of our existing educator partner agreements and the timing and terms of any new educator partner agreements; • the timing and amount of our sales and marketing expenses; • the timing and breadth of platform subscription discounts and promotions; • costs necessary to improve and maintain our platform and compete on the basis of emerging technologies and functionality; • changes in our key metrics or the methods used to calculate our key metrics; • revenue mix shifts between our segments and seasonality, including seasonal engagement patterns of learners and customers, which may vary from quarter to quarter or year to year, and seasonal operating practices or engagement patterns of educator partners resulting from academic calendars or fiscal years that may differ from our own; • changes in laws, regulations, or accounting principles that impact our business; and • general political, economic, or market conditions and events affecting any of the above, including the impact of inflation, currency and interest rate fluctuations, labor strikes or other widespread work stoppages, the political environment, the impact of the election season, changes in government spending policies or priorities, geopolitical tensions or hostilities, such as the conflicts in Ukraine and the Middle East, supply chain disruptions, natural disasters, public health crises, or other catastrophic events.
However, we cannot guarantee that such changes will be accepted by our learners, educator partners, or Enterprise customers, or that they will not result in lower revenues, particularly in the period immediately following the changes.
For example, in 2024, we shifted our priorities and investments to focus more efforts on our Consumer and Enterprise businesses.
We also became more selective in our pursuit of Degrees partnerships and programs that aligned with our platform’s strengths.
As a result, we anticipate a decline in Degrees revenue for 2025.
The market for online learning solutions is less mature than the market for in-person learning and training, which many businesses currently utilize.
These businesses may be slow or unwilling to migrate from these legacy approaches.
As such, it is difficult to predict learner, customer, or educator partner demand to use or be on our platform, their adoption and renewal rates, the rate at which they expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive offerings into the market, or the success of existing competitive offerings.
If we change the contract terms with our educator partners, including pricing or contract length, it could materially and adversely affect our business, financial condition, and results of operations.
We collaborate with our educator partners to deliver a broad portfolio of educational content and credentials on our platform.
For our Consumer and Enterprise offerings, we incur content costs in the form of fees paid to educator partners.
In addition, our Degrees revenue is based on a percentage of the total tuition paid by Degrees students.
As a result, changes in university tuition rates, increases in content costs, or other changes in our educator partner agreements could significantly impact our revenue, gross profit, and operating results.
For example, starting in 2025, we updated our revenue share allocation arrangements to compensate our educator partners based on the level of learner engagement their content generates, rather than learner completion rates.
Further, we may change the terms of these agreements, including the pricing terms or contract length, due to competitive, regulatory, or other reasons.
Any significant change in our pricing, content costs, or other contract terms with our educator partners could materially and adversely affect our business, financial condition, and results of operations.
If we fail to establish, maintain, and expand our educator partners relationships, our ability to grow our business and revenue will suffer.
The success of our business depends in large part on the development, maintenance, and volume of engaging educational content and credentialing programs in collaboration with our educator partners.
For instance, our educator partners may need to invest significant time and resources to modify or develop their content and credentialing programs to suit an online learning environment.
Further, if we were to lose a significant number of educator partners, especially those who provide a significant portion of the content and programs on our platform, or if we can no longer offer certain high-demand content or programs, our reputation, growth, and revenue would be materially and adversely impacted.
For the year ended December 31, 2024, we generated approximately 28% of our total revenue from the content and credentialing programs of our top five educator partners.
Total revenue includes both revenue directly attributable to an educator partner and revenue that we do not consider directly attributable, such as revenue from site-wide subscriptions or our Coursera for Teams offering.
The loss of or reduction in content and programs from these and other educator partners could negatively affect our ability to sustain or generate revenue or reach future profitability, and would materially and adversely affect our business, financial condition, or results of operation if we are unable to timely secure comparable educational content and credentialing programs at a favorable cost from other educator partners.
We aim to serve these learners ’ needs by providing compelling credentialing programs and high-demand content that is developed in collaboration with our educator partners.
Further, concerns about the potential misuse of generative AI tools by learners to generate their coursework may be heightened with respect to online programs. • Reduced support from educator partners.
If educator partners cease to maintain or offer new and compelling, credentialing programs or content, or limit our ability to promote their content or programs, learners may reduce or terminate their use of our platform. • Harm to educator partner reputation.
Many factors affecting our educator partners’ reputations are beyond our control and can change over time, including their academic performance and ranking among academic institutions, as well as their status with respect to specific degrees, certifications, or other credentialing programs. • Lack of interest in the offerings, features, services, certifications, degrees, or other credentials offered on our platform.
Additionally, changing views of the value of our educator partners’ credentialing programs and content offered, as well as perceptions of employment prospects following completion of a program on our platform, can influence learner satisfaction levels.
In addition, the elimination of a particular medium or platform on which we advertise or changes in advertising practices or advertising spending fluctuations by our largest educator partners have had, and may in the future have, an adverse impact on directing traffic to our offerings and recruiting new learners on a cost-effective basis.
Developments that reduce the availability of financial aid for higher education or reduce disposable income for potential learners (including macroeconomic developments such as inflation, currency and interest rate fluctuations, recessions, unemployment, or pandemics) could impair learners’ abilities to meet their financial obligations, which in turn could result in reduced enrollment and harm our ability to generate revenue. • General economic conditions.
Conversely, a decline in employment opportunities or economic conditions may reduce employers’ willingness to sponsor adult learning opportunities for employees given a lack of employer need for enhanced skill sets or an inability to fund such programs.
In addition, if current macroeconomic conditions persist or deteriorate, our ability to attract and retain paid learners in our Consumer segment, as well as current and prospective customers in our Enterprise segment, could be adversely affected by reductions or delays in their spending decisions.
These developments could also harm our reputation and make it more difficult for us to maintain our current content and credentialing programs and engage our educator partners for new course content or other offerings, which in turn may negatively impact our ability to expand our business and improve our financial performance.
We have experienced growth and demand for our product offerings amongst both individuals and institutions.
We will need to continue to expand our relationships with businesses, government organizations, academic institutions, and other organizations, enhance our platform and technology-enabled services, increase the volume of new educational content and credentialing programs developed by our educator partners, attract a higher volume of learners and customers in a cost-effective manner, deploy preferred local payment methods and pricing models, satisfy our existing educator partners’ requirements, respond to competitive challenges, and otherwise execute our business plan.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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