KeyBanc has downgraded Udemy to a sector‑weight rating after the online‑learning platform announced an all‑stock merger with Coursera. The move reflects the pending deal rather than any operational shift at Udemy. In December, Udemy disclosed that Coursera shareholders will own roughly 59% of the combined entity, while Udemy shareholders will hold about 41% once the transaction closes.

Under the terms, each Udemy share converts into 0.8 shares of Coursera stock, valuing the new company at roughly $2.5 billion based on December 16, 2025 prices. KeyBanc’s analysis suggests a 1.2× 2026 EV/Revenue multiple for Udemy and argues that the merger aligns complementary product lines and expands market reach in a skills‑and AI‑driven environment. Both boards approved the deal unanimously, and it is expected to close in the second half of 2026 pending shareholder and regulatory approvals. Investors now face a choice: weigh the potential upside of a larger, tech‑enabled learning platform against the dilution of Udemy’s current valuation.