Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 13, 2025, the Board of Directors (the “Board”) of Coursera, Inc. (the “Company”, “we”, “us” and “our”) appointed Michael Foley to serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer, on an interim basis, effective with his first day of employment on November 17, 2025. In connection with his appointment, Mr. Foley was also designated as the Company’s principal financial officer.

Mr. Foley, age 52, most recently served as Venture Adviser at New Enterprise Associates, Inc. since June 2024. From March 2023 to April 2024, Mr. Foley served as chief executive officer of Branch Metrics, Inc., a mobile linking and attribution platform. From January 2019 to July 2021, Mr. Foley served as Head of Finance for Emerging Hardware and Services at Alphabet, Inc., where he led financial strategy for augmented reality/virtual reality, Cloud Gaming, and Consumer Wearables. From January 2015 to September 2018, he served as chief financial officer of Unity Software, Inc. Previously, he also held senior leadership roles including SVP, Strategy and Corporate Development at Electronic Arts, Inc., and Director of Corporate Development at Microsoft, Inc., where he led global M&A, strategic investments, and divestitures. 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, an honorary Doctorate in Engineering from the Glasgow Caledonian University and is a Qualified Chartered Accountant with the Institute of Chartered Accountants of Scotland.

Under the terms of Mr. Foley’s offer letter (the “CFO Offer Letter”), he will receive a monthly salary of $166,667 and a cash bonus of up to $200,000 contingent upon satisfactory performance of certain key responsibilities subject to determination by the Human Resources and Compensation Committee of the Board. In connection with his appointment, the Company expects to enter into its form of indemnification agreement with Mr. Foley.

There are no arrangements or understandings between Mr. Foley and any other persons pursuant to which he was appointed as Chief Financial Officer and Treasurer, and Mr. Foley has no family relationships with any director or executive officer of the Company.  In addition, Mr. Foley is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the CFO Offer Letter does not purport to be complete and is subject to, and is qualified in its entirety by, the complete text of the CFO Offer Letter, which the Company expects to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which upon filing will be incorporated herein by reference.

On November 17, 2025, the Company issued a press release announcing Mr. Foley’s appointment described in Item 5.02 above. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.