Coursera, Inc. filed a Form 8-K on November 9, 2026, disclosing that its board of directors adopted a stockholder rights plan on November 7, 2026, in response to a stockholder accumulating approximately 14.7% of the company's outstanding common stock.

Key Highlights

  • Rights plan trigger: Any person or group acquiring 15% or more of outstanding Coursera common stock without board approval faces a significant penalty under the new Rights Agreement.
  • Dividend declared: The board declared one preferred share purchase right for each outstanding share of common stock, payable November 19, 2026, to stockholders of record as of the close of business on November 19, 2026.
  • Exercise price: Each Right allows its holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock for $19.50 once the Rights become exercisable.
  • Flip-in provision: If a person or group becomes an Acquiring Person, all Rights holders except the Acquiring Person may purchase Coursera common stock with a market value of $39.00 for $19.50.
  • Expiration: The Rights will expire on November 7, 2027, though the board may consider earlier termination if circumstances warrant.
  • Redemption option: The board may redeem all Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person.
  • Existing stockholder threshold: A stockholder whose beneficial ownership is at or above the applicable threshold at the time of announcement is grandfathered, but the rights become exercisable if that stockholder increases its ownership by 0.001% or more.

Coursera Board Responds to Share Accumulation With Poison Pill

According to the filing, Coursera's board of directors adopted the Rights Agreement dated November 8, 2026, by and between the company and Equiniti Trust Company, LLC, as rights agent. The board's stated reason for adoption was "the accumulation of Company Common Stock in recent days by a stockholder that, according to its most recent public filings, currently owns approximately 14.7% of the outstanding Company Common Stock." The common stock trades on the NYSE under the ticker symbol COUR (NYSE:COUR).

The filing describes the Rights as initially trading with, and inseparable from, shares of Coursera common stock. The Rights will not become exercisable until 10 days after public announcement that a person or group has obtained beneficial ownership of 15% or more of outstanding common stock, which the Rights Agreement defines as the "Distribution Date." Prior to exercise, the filing states, a Right does not give its holder any dividend, voting, or liquidation rights. Any Rights held by an Acquiring Person are described as "null and void and may not be exercised."

The Rights Agreement includes a flip-over provision: if Coursera is later acquired in a merger or similar transaction after the Distribution Date, all Rights holders except the Acquiring Person may, for the $19.50 Exercise Price, purchase shares of the acquiring corporation with a market value of $39.00, based on the market price of the acquiring corporation's stock prior to that transaction, according to the filing. The board retains the ability to amend the Rights Agreement without stockholder consent, except that after a person or group becomes an Acquiring Person, the board may not amend the agreement in a way that adversely affects holders of the Rights.

What Was Disclosed

Coursera, Inc. disclosed the adoption of a one-year stockholder rights plan triggered by a 15% ownership threshold, with Rights expiring November 7, 2027, in response to a stockholder the company identified as holding approximately 14.7% of its common stock.