EXHIBIT 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On June 28, 2021, 2U, Inc. (“2U” or the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with edX Inc., a Massachusetts nonprofit corporation (“edX”) and Circuit Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of edX (“edX Sub”), pursuant to which the Company agreed to acquire edX Sub (the “Acquisition”).

On November 16, 2021, the Company completed the Acquisition. Pursuant to the Purchase Agreement, edX contributed substantially all of its assets and related liabilities to edX Sub effective immediately prior to the closing, and the Company purchased from edX 100% of the outstanding membership interests of edX Sub (the “Membership Interests”). The preliminary purchase price for the Membership Interests was $773.0 million, subject to customary adjustments based on, among other things, the finalization of working capital as of the closing date.

The Acquisition has been accounted for under the acquisition method of accounting with 2U being treated as the acquirer. Under the acquisition method of accounting, the acquisition date fair value will be allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair value, with any excess of the consideration allocated to goodwill. The allocation of the fair value of consideration transferred reflected herein is based on estimates of the fair value of the tangible and intangible assets and liabilities of edX Sub as described in the accompanying notes to the unaudited pro forma condensed combined financial information. As of the date of this filing, the valuations and other work necessary to determine the fair value of the assets acquired and liabilities assumed and the related allocation are preliminary. The final allocation will be based, in part, on the finalization of third-party appraisals and the finalization of edX Sub’s working capital as of the closing date, and may be materially different from that reflected in the allocation used herein.

The unaudited pro forma condensed combined financial information has been prepared to give effect to the Acquisition and the financing transactions related thereto, which includes the incurrence of $575 million of indebtedness under new term loan facilities, as discussed further in Note 1.

The Company’s and edX’s historical financials were used as a basis for the unaudited pro forma condensed combined financial information disclosed herein. Substantially all of edX assets and related liabilities were acquired by edX Sub. Assets not acquired and liabilities not assumed, and related revenue and expenses of edX not acquired have been removed from the edX historical financial information through transaction accounting adjustments as described in Note 4(a) and Note 5(j).

The fiscal year end of the Company is December 31 and the fiscal year end of edX is June 30. In accordance with applicable SEC rules, if the fiscal year end of an acquired entity differs from the acquirer’s fiscal year end by more than one fiscal quarter, the acquired entity’s statement of operations must be brought up within one fiscal quarter of the acquirer’s fiscal year end. As described below, financial information for edX for the year ended December 31, 2020, and the nine months ended September 30, 2021, have been derived for purposes of the preparation of the unaudited pro forma condensed combined statement of operations.

Unaudited pro forma condensed combined balance sheet

The unaudited pro forma condensed combined balance sheet is based on the unaudited balance sheet of 2U and the unaudited statement of financial position of edX, each as of September 30, 2021, and gives effect to the Acquisition as if it had occurred on September 30, 2021.

Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 gives effect to the Acquisition as if it occurred on January 1, 2020 and is based on:

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Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to the Acquisition as if it occurred on January 1, 2020 and is based on:

The unaudited pro forma condensed combined financial information should be read in conjunction with (i) the accompanying notes to the unaudited pro forma condensed combined financial information, (ii) the unaudited financial statements and related footnotes included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, (iii) the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, (iv) edX’s unaudited financial statements for the three months ended September 30, 2021, and notes thereto, which are included as an exhibit to this Amendment No. 1 to Current Report on Form 8 K/A, and (v) edX’s audited financial statements for the year ended June 30, 2021, and notes thereto, which are included as an exhibit to this Amendment No. 1 to Current Report on Form 8-K/A.

The unaudited pro forma condensed combined financial information is presented for illustrative and informative purposes only and is not intended to represent or be indicative of what the Company’s results of operations and financial position would have been had the Acquisition actually occurred on the dates indicated, and it is neither representative of nor projects the Company’s results of operations for any future period or its financial condition at any future date and does not give effect to the potential impact of benefits from cost savings or synergies that may result from the Acquisition or to any future integration costs. The assumptions herein have been made solely for purposes of developing these unaudited pro forma condensed combined financial statements.

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2U, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands)

See accompanying notes to unaudited pro forma condensed combined financial information.

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2U, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(in thousands, except share and per share amounts)

See accompanying notes to unaudited pro forma condensed combined financial information.

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2U, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(in thousands, except share and per share amounts)

See accompanying notes to unaudited pro forma condensed combined financial information.

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 — Basis of Presentation

On November 16, 2021, the Company completed its acquisition of edX Sub, for a preliminary purchase price of approximately $773.0 million in cash consideration.

In connection with the Purchase Agreement, the Company entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”). Pursuant to the Term Loan Agreement, the lenders thereunder agreed to make term loans to the Company on June 29, 2021 (the “Funding Date”) in the aggregate principal amount of $475 million (the “Term Loan Facilities”). The Term Loan Facilities have an initial maturity date of December 28, 2024. Commencing on the Funding Date, loans under the Term Loan Facilities bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. If the loans under the Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. The entire $475 million borrowed under the Term Loan Facilities was used to fund a portion of the Acquisition and to pay Acquisition-related costs, fees and expenses. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement (the “First Amendment to the Term Loan Agreement”), which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facilities”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million. The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021.

The unaudited pro forma combined financial statements have been prepared to give effect to the Amended Term Loan Facilities and the Acquisition.

The Acquisition will be accounted for under the acquisition method of accounting in accordance with the Business Combinations Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated values. The excess purchase price over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill. The assets acquired and the liabilities assumed have been measured at fair value based on preliminary estimates and assumptions as of the closing date. The final amounts recorded for the Acquisition may differ materially from the information presented herein. These estimates are subject to change pending further review of the fair value of assets acquired and liabilities assumed. The final determination of the purchase price allocation is expected to be complete by the fourth quarter ended December 31, 2022.

The unaudited pro forma condensed combined financial statements include the following pro forma adjustments to the historical financial information of the Company:

Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

Note 2 —   Reclassification of edX’s Historical Financial Statements

Reclassification adjustments were made to edX’s unaudited historical statement of financial position as of September 30, 2021, unaudited Historical Statements of Operations and unaudited statements of changes in net assets for the nine months ended September 30, 2021 and the year ended December 31, 2020 to conform to the Company’s classification and presentation. The reclassification adjustments did not impact total assets, total liabilities, net assets or total change in net assets.

The following table summarizes the reclassifications to edX’s unaudited historical statement of financial position:

The following table summarizes the reclassifications to edX’s unaudited Historical Statements of Operations and unaudited statements of changes in net assets for the nine months ended September 30, 2021:

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

The following table summarizes the reclassifications to edX’s unaudited Historical Statements of Operations and unaudited statements of changes in net assets for the year ended December 31, 2020:

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

Note 3 — Preliminary Purchase Price Allocation

The total preliminary purchase price was approximately $773.0 million in cash consideration, of which $23.0 million was distributed to an escrow account to satisfy indemnification claims and purchase price adjustments, as applicable.

The following table presents a preliminary allocation of consideration to the edX Sub assets acquired and liabilities assumed as of November 16, 2021 that serve as the basis for the transaction accounting adjustments described in the accompanying notes. The preliminary purchase price allocation was based in part on a third-party valuation and other factors described in the introduction to these unaudited pro forma condensed combined financial statements.

The Company acquired a trade name with an estimated fair value of $265.0 million. The trade name was determined to have an indefinite life.

The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and operating synergies anticipated upon the integration of the operations of 2U and edX Sub. The goodwill is expected to be deductible for tax purposes.

In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires companies to apply ASC Topic 606 to recognize and measure contract assets and contract liabilities with customers acquired in a business combination, which creates an exception to the general recognition principle in ASC Topic 805. In addition, the guidance clarifies that companies should apply the definition of a performance obligation in ASC Topic 606 when recognizing contract liabilities assumed in a business combination. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those years. Early adoption is permitted. The Company adopted the standard in the fourth quarter of 2021, effective January 1, 2021. Adoption of this standard is reflected in the preliminary purchase price allocation.

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

Note 4 — Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

Transaction Accounting Adjustments:

Other Transaction Accounting Adjustments:

Note 5 — Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments

Transaction Accounting Adjustments:

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

Note 5 — Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments (Continued)

Other Transaction Accounting Adjustments:

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2U, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

Note 5 — Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments (Continued)

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