UDMY · CIK 0001607939
What Udemy, Inc. told the SEC could break it.
Udemy's near-term outlook is dominated by a pending merger with Coursera (HSR clearance granted in February 2026), which brings deal-completion uncertainty, a fixed exchange ratio, management distraction and a potential $40.5 million termination fee. Beneath that, its standing risks are about international reach and reliance on outside parties: 61% of fiscal 2025 revenue came from outside North America, leaning on third-party resellers — including Japan's Benesse, which alone was more than 10% of total revenue — which adds FX, sanctions and partner-conduct exposure. It also depends on Amazon Web Services for a substantial portion of its platform, so a disruption there would hit its operations and learner experience.
4 self-disclosed vulnerabilities, pulled from its own filings, each in the company’s words, with the source. This is the risk register almost nobody reads.
In its own words
What could break it.
Customer concentration
- Benesse reseller = >10% of total revenuemedium
Udemy's revenue concentration includes Benesse Corporation, a Japanese reseller partner for the Enterprise segment that accounted for more than 10% of total revenue in fiscal 2025; loss or reduced ordering by Benesse would materially affect revenue.
“The Company had one customer, Benesse Corporation (“Benesse”), a reseller partner for the Enterprise segment, who accounted for more than 10% of total revenue during the fiscal year ended December 31, 2025.”
SEC filing →As of 2026
Geographic concentration
- 61% of revenue from outside North America; reliance on overseas resellersmedium
Udemy generated 61% of fiscal 2025 revenue outside North America, with operations in Ireland, Turkey, India, Australia and Mexico and reliance on third-party resellers (e.g., in Japan), exposing it to FX, trade-sanction, regulatory and partner-conduct risks it does not face domestically.
“We generated 61%, 60%, and 60% of our total revenue outside of North America during the fiscal years ended December 31, 2025, 2024, and 2023, respectively.”
SEC filing →As of 2026
Other disclosures
- pending Coursera merger — closing/termination risk ($40.5M termination fee)medium
Udemy is subject to a pending merger with Coursera (HSR early termination granted Feb 9, 2026); deal uncertainty, a fixed exchange ratio, management distraction, and a potential $40.5M termination fee (or $8M expense reimbursement) create transaction risk.
“the termination of the Merger under certain circumstances could require us to pay a termination fee of $40.5 million or an expense reimbursement payment of $8 million to Coursera.”
SEC filing →As of 2026
Supplier concentration
- reliance on Amazon Web Services for a substantial portion of platform servicesmedium
Udemy depends on Amazon Web Services for a substantial portion of its platform infrastructure; any disruption or interference with its AWS usage would negatively impact its operations and learner/customer experience.
“We rely on Amazon Web Services for a substantial portion of our platform services. Any disruption of, or interference with, our use of Amazon Web Services could negatively impact our business and operations.”
SEC filing →As of 2026
The hidden graph
Who it depends on, and who depends on it.
Relationships surfaced from filings, including ones disclosed by the other side, which is how the non-obvious ones come to light.
Its customers
Benesse Corporation
“The Company had one customer, Benesse Corporation (“Benesse”), a reseller partner for the Enterprise segment, who accounted for more than 10% of total revenue during the fiscal year ended December 31, 2025.”
Cited →
Its suppliers
Amazon Web Services (Amazon.com, Inc.)
“We rely on Amazon Web Services for a substantial portion of our platform services. Any disruption of, or interference with, our use of Amazon Web Services could negatively impact our business and operations.”
Cited →
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