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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 8, 2026
| |
Stride,
Inc. |
|
| |
(Exact name of registrant as specified in its charter) |
|
| Delaware | |
001-33883 | |
95-4774688 |
| (State or Other Jurisdiction of Incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
11720
Plaza America Drive, 9th Floor
Reston, Virginia 20190 |
| (Address of Principal Executive Offices) (Zip Code) |
| (703) 483-7000 |
| (Registrant’s telephone number, including area code) |
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol (s) |
Name of each exchange
on which registered |
| Common Stock, $0.0001 par value per share |
LRN |
New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry Into a Material Definitive Agreement.
On October 8, 2026, Stride, Inc. (the “Company”) entered into a Cooperation
Agreement (the “Cooperation Agreement”) with Fivespan Partners, LP
(“Fivespan”), Fivespan Partners Fund, Ltd, Fivespan Partners GP, LLC
and Dylan Haggart (collectively with Fivespan, Fivespan Partners Fund, Ltd and Fivespan Partners GP, LLC, the “Investor
Group”) regarding, among other things, the appointment of Mr. Dylan G. Haggart and Dr. Steven Guttentag (each a “New
Director” and collectively, the “New Directors”) as directors
(with Dr. Guttentag first serving as a non-voting observer (the “Board Observer”)
to the Board of Directors of the Company (the “Board”), as described in Item 5.02 below) and the formation of a Capital Allocation
Committee of the Board (the “Capital Allocation Committee”).
Pursuant to the Cooperation Agreement, the Company has agreed, among other things, (i) to appoint Mr. Haggart to serve as an independent
director on the Board, effective as of the close of business on October 30, 2026 (or such earlier date and time as may be mutually agreed
in writing by the Investor Group and the Company) (the “Appointment Date and Time”),
with an initial term expiring at the Company’s 2026 Annual Meeting of Stockholders (the “2026
Annual Meeting”), and to nominate him for election to the Board on the Company slate, and recommend in favor of and use
reasonable best efforts to cause his election to the Board, at the 2026 Annual Meeting, for a term expiring at the Company’s 2027
Annual Meeting of Stockholders (the “2027 Annual Meeting”) and (ii)
to appoint Dr. Guttentag to serve as Board Observer, effective immediately, and to appoint him as an independent director of the Board,
effective immediately following the conclusion of the 2026 Annual Meeting, with a term expiring at the 2027 Annual Meeting.
Pursuant to the Cooperation Agreement, the Investor Group withdrew its notice of director nominations and stockholder proposal for the
2026 Annual Meeting and its demand for inspection of books and records under Section 220 of the General Corporation Law of the State
of Delaware, and agreed to abide by certain voting commitments, customary standstill obligations and mutual non-disparagement provisions,
which obligations will remain in effect until the earliest of (i) the date that is 30 days prior to the notice deadline for the submission
of stockholder director nominations for the 2027 Annual Meeting pursuant to the Company’s Sixth Amended and Restated Bylaws, (ii)
the Company failing to appoint Mr. Haggart or Dr. Guttentag as a director or Board Observer (as applicable) in accordance with the Cooperation
Agreement or failing to comply with certain of its obligations regarding the nomination of Mr. Haggart at the 2026 Annual Meeting or
the non-removal of the New Directors, or (iii) the mutual termination of the Cooperation Agreement by the parties thereto (such period,
the “Standstill Period”). Fivespan has also been granted replacement
rights in respect of the New Directors during the Standstill Period, subject to certain conditions, should either of Mr. Haggart or Dr.
Guttentag’s Board seats become vacant. The Company has also agreed to reimburse the Investor Group for certain expenses in connection
with the Cooperation Agreement, subject to a cap.
In accordance with the Cooperation Agreement, on October 8, 2026, the Board approved the formation of the Capital Allocation Committee,
effective as of the Appointment Date and Time, to support and make recommendations to the Board regarding the Company’s capital
structure and capital allocation strategy. The Capital Allocation Committee will be comprised of three voting members, Brian Shepherd
and Mr. Haggart, who will serve as Co-Chairs, and Aida Alvarez, as well as the Company’s Chief Executive Officer, Robert E. Knowling,
Jr., who will serve as a non-voting member.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On October 8, 2026, the Board (i) appointed Mr. Haggart, with effect as from the Appointment Date and Time, to serve as a director on
the Board with an initial term expiring at the 2026 Annual Meeting, to fill a vacancy created by Ms. Allison Lawrence’s resignation
(discussed below), and (ii) nominated Mr. Haggart for election to the Board at the 2026 Annual Meeting for a term expiring at the 2027
Annual Meeting and until his successor is elected and qualified or until his earlier resignation, death or removal. In connection with
the foregoing, on October 8, 2026, Ms. Lawrence tendered her resignation from the Board and from the Compensation Committee of the Board,
effective immediately prior to the Appointment Date and Time. Following the effective time of her resignation, Ms. Lawrence will serve
as a non-voting observer to the Board until she is re-appointed to the Board immediately following the conclusion of the 2026 Annual
Meeting. Ms. Lawrence’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices. Also on October 8, 2026, the Board appointed Dr. Guttentag to serve as the Board Observer, effective
immediately. As a result of these changes, the Board will remain at eight directors. Effective as of immediately following the conclusion
of the 2026 Annual Meeting, the Board will increase its size from eight directors to ten directors, nine of whom will be independent,
and Dr. Guttentag and Ms. Lawrence will be appointed to serve as directors on the Board, each with a term expiring at the 2027 Annual
Meeting and until his or her successor is elected and qualified or until his or her earlier resignation, death or removal.
Also on October 8, 2026, the Board (i) appointed Mr. Haggart to serve on the Capital Allocation Committee and the Compensation Committee
of the Board, each effective as of the Appointment Date and Time and (ii) appointed Dr. Guttentag to serve on the Academic Committee
of the Board, which was previously formed by the Board on September 17, 2026 and the Nominating and Corporate Governance Committee of
the Board, and Ms. Lawrence to serve on the Compensation Committee of the Board, in each case effective immediately following the conclusion
of the 2026 Annual Meeting.
Mr. Haggart, age 39, brings more than 15 years of investment and public company governance experience. He is the Founder, Managing Partner
and Chief Investment Officer of Fivespan, a concentrated, fundamental value investor in industry-leading public companies. Prior to founding
Fivespan in 2023, he served as a Partner at ValueAct Capital from 2013 to 2023. Mr. Haggart has served as an independent director of
Seagate Technology since 2018 and currently serves on its Compensation & People Committee. He previously served as an independent
director of Fiserv from 2022 to 2024, including on its Nominating & Corporate Governance Committee and Talent & Compensation
Committee. Mr. Haggart is a member of the Board of Trustees for the Boys & Girls Clubs of San Francisco’s Endowment Trust.
Dr. Guttentag, age 63, brings more than 30 years of experience designing and deploying technology-based solutions to improve K-12 education.
He most recently served as Chief Executive Officer of EPS Learning, a provider of literacy and reading intervention solutions, from 2022
to 2025. He previously served as Chief Executive Officer of Reading Plus, an adaptive literacy program, from 2019 to 2021. Dr. Guttentag
co-founded and served as President of Connections Education, a K-12 online education platform that grew to serve more than 70,000 full-time
students prior to its acquisition by Pearson, and later served as President of Pearson Online & Blended Learning from 2014 to 2018.
Earlier in his career, Dr. Guttentag served as Chief Education Officer of Education Networks of America and Chief Information Officer
of the School District of Philadelphia. He also served as a Venture Partner focused on education at RIDGE-LANE Limited Partners.
Other than the Cooperation Agreement, there is no other arrangement or understanding between Mr. Haggart or Dr. Guttentag on the one
hand, and any other persons on the other hand, pursuant to which Mr. Haggart or Dr. Guttentag was appointed as a director or Board Observer
of the Company. Other than the expense reimbursement provided by the Cooperation Agreement, there are no transactions between the Company
and either of Mr. Haggart or Dr. Guttentag that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In his capacity as the Board Observer, Dr. Guttentag will have the right to attend and reasonably participate in all meetings of the
Board and the committees on which he will serve once he becomes a director and to receive the same materials and notices distributed
to members of the Board and such committees, and will have the same information rights and access to management as Board and committee
members, subject to certain exclusion rights of the Company and his execution of a confidentiality undertaking. Ms. Lawrence, in her
capacity as a non-voting observer, will have substantially similar rights with respect to meetings of the Board and the Compensation
Committee, subject to her execution of a substantially similar confidentiality undertaking.
Upon appointment to the Board, each New Director
will be entitled to receive compensation (including equity-based compensation, if any), an annual retainer and benefits (including expense
reimbursements) on the same basis as all other non-employee directors of the Company, as described in the “Compensation of Non-Employee
Directors” section of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission
on October 24, 2025, prorated as applicable. Each New Director and Ms. Lawrence (to the extent her existing indemnification agreement
does not continue in effect following her resignation and re-appointment) will also enter into the Company’s standard form of indemnification
agreement for directors, which was filed as Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended June
30, 2026.
Item 7.01. Regulation FD Disclosure.
On October 9, 2026, the Company issued a press release announcing the entry into the Cooperation Agreement, the appointment of Mr. Haggart
to the Board effective as of the Appointment Date and Time, the appointment of Dr. Guttentag as the Board Observer and his expected appointment
to the Board following the 2026 Annual Meeting, and the formation of the Capital Allocation Committee. As announced in the press release,
following completion of the Capital Allocation Committee’s initial review, which is expected to occur within the next three months,
the Company will publicly announce its target capital structure and a clear framework for allocating future cash flows to maximize long-term
value. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this
Current Report on Form 8-K are forward-looking statements. The Company has tried, whenever possible, to identify these forward-looking
statements using words such as “outlook,” “forecasts,” “anticipates,” “trends,” “believes,”
“estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,”
“projects,” “will,” “will be,” “expects,” “plans,” “intends,”
“should,” “would” and similar expressions to identify forward-looking statements, whether in the negative or
the affirmative. These statements reflect the Company’s current beliefs and are based upon information currently available to the
Company. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause
actual actions, results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These
risks, uncertainties, factors and contingencies include, but are not limited to: reduction of per pupil funding amounts at the schools
the Company serves; inability to achieve a sufficient level of new enrollments to sustain the Company’s business model or to meet
financial or operational guidance; limitations of the enrollment data the Company presents, which may not fully capture trends in the
performance of the Company’s business; failure to enter into new school contracts or renew existing contracts, in part or in their
entirety; failure of the schools the Company serves, its vendors, or the Company to comply with its contracts, or federal, state and
local laws and regulations, resulting in a loss of funding, an obligation to repay funds previously received, contractual remedies, or
actions or proceedings against the Company; governmental investigations that could result in fines, penalties, settlements, or injunctive
relief; declines or variations in academic performance outcomes of the students and schools the Company serves, including due to the
evolution of curriculum standards, testing programs and state accountability metrics; harm to the Company’s reputation resulting
from poor performance or misconduct by operators or the Company in any school in its industry and/or in any school which the Company
operates; legal and regulatory challenges from opponents of virtual public education or for-profit education companies; potential violation
of laws and regulations relating to privacy and data protection, including such laws and regulations as may apply to children’s
data; changes in national and local economic and business conditions and other factors, such as natural disasters, pandemics and outbreaks
of contagious diseases and other adverse public health developments; discrepancies in interpretation of legislation by regulatory agencies
that may lead to payment or funding disputes; termination of the Company’s contracts, or a reduction or termination in the scope
of services, with schools; failure to develop the Career Learning business; entry of new competitors with superior technologies (including
artificial intelligence (“AI”)) and lower prices; unsuccessful integration of mergers, acquisitions and joint ventures; failure
to further develop, maintain and enhance the Company’s technology, products, services and brands; inadequate recruiting, training
and retention of effective teachers and employees; infringement of the Company’s intellectual property; disruptions to the Company’s
Internet-based learning and delivery systems, including, but not limited to, its data storage systems and third-party cloud infrastructure,
systems and facilities, including as a result of cybersecurity attacks; misuse or unauthorized disclosure of student and personal data;
failure to prevent or mitigate a cybersecurity incident that affects the Company’s systems or its data; problems in the implementation
of new information technology systems and technology; failure by the Company or third parties to maintain and support information technology
systems, including addressing quality issues and timely delivering new products and enhancements; risks related to the use, implementation
and regulation of AI and other emerging technologies, including in the education of children, and their use by third-party vendors; risks
related to the Company’s stock repurchase program; the extent to which the Company acquires businesses or changes its capital allocation
strategy or the implementation thereof; changes in the Company’s effective tax rate and additional liabilities; and other risks
and uncertainties associated with the Company’s business described in the risk factors discussed in the Company’s Annual
Report on Form 10-K for the year ended June 30, 2026 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s
other filings with the Securities and Exchange Commission. Forward-looking statements reflect management’s expectations or predictions
of future conditions, events or results based on various assumptions and estimates. They are not guarantees of future performance. The
Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition
indicated in any such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements in
this Current Report on Form 8-K or that the Company makes from time to time, and to consider carefully the factors discussed above. All
information in this Current Report on Form 8-K is as of today’s date, and the Company undertakes no obligation to update any forward-looking
statement as a result of new information, future events or otherwise, except where the Company is expressly required to do so by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1* | Cooperation Agreement, dated as of October 8, 2026, by and among Stride, Inc., Fivespan Partners, LP, Fivespan Partners Fund, Ltd, Fivespan Partners GP, LLC and Dylan Haggart. |
| | |
| 99.1 | Press Release dated October 9, 2026. |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished
to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
Stride, Inc. |
| |
|
|
| Date: October 9, 2026 |
By: |
/s/
Greerson G. McMullen, Sr. |
| |
|
Greerson G. McMullen, Sr.
Executive
Vice President, General Counsel & Secretary |
Exhibit 99.1
Stride to Appoint Steven Guttentag and Dylan
Haggart to Board of Directors and Form Capital Allocation Committee
Stride and Fivespan Partners Enter into Cooperation
Agreement
Company to Share Target Capital Structure and
Capital Allocation Framework in Coming Months
RESTON, Va., October 9, 2026 – Stride, Inc. (NYSE: LRN) (“Stride”
or the “Company”), one of the nation’s most successful technology-based education companies, today announced that Dr.
Steven Guttentag, an experienced education technology leader who most recently served as Chief Executive Officer of EPS Learning, and
Dylan Haggart, Founder, Managing Partner, and Chief Investment Officer of Fivespan Partners, LP (“Fivespan”), one of the Company’s
significant shareholders, will be appointed to the Stride Board of Directors (the “Board”) this quarter.
Stride also announced that the Board is forming a new Capital Allocation
Committee, (the “Committee”), to evaluate the Company’s capital structure and capital allocation priorities. Independent
directors Brian Shepherd and Dylan Haggart will co-chair the Committee.
As a part of the Committee’s initial review, the Company will
solicit input from shareholders on its capital allocation priorities and incorporate that feedback into the Committee’s recommendations.
Following completion of the Committee’s initial review, which is expected to occur within the next three months, Stride will publicly
announce its target capital structure and a clear framework for allocating future cash flows to maximize long-term value.
“We are pleased to welcome Steven and Dylan to the Stride Board.
Each brings complementary perspectives and experience that will strengthen the Board’s capabilities as we work to accelerate our
strategic and operating progress under Bob Knowling’s leadership as Stride’s new CEO,” said Steven B. Fink, independent
Chairman of Stride’s Board of Directors.
“Steven Guttentag is an accomplished executive who has spent
more than 30 years designing and deploying technology-based solutions to improve K-12 education. Dylan brings an investor’s perspective,
along with significant capital allocation and governance expertise as an experienced public company director, and he, the Board, and management
are committed to working together to enhance shareholder value and maximize learning outcomes for the students we serve,” continued
Mr. Fink.
“We have great respect for Stride’s pioneering role in
its market and the leadership it has exemplified over more than two decades. We believe in Stride’s significant long-term growth
potential and unique ability to serve students and families whose needs or circumstances are not well-served by a traditional school setting,”
Mr. Haggart said. “We appreciate the collaborative engagement we have had with the Board and management team. I look forward to
working alongside my fellow directors and management to help the Company deliver value for students, families, educators, and shareholders.”
In connection with today’s announcement, Stride has entered into
a cooperation agreement with Fivespan, which will be filed on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
The Company’s 2026 Annual Meeting of Stockholders will be held
on December 10, 2026. Additional details regarding the 2026 Annual Meeting, including the record date and the means of attendance, will
be included in the Company’s definitive proxy statement to be filed with the SEC.
About Steven Guttentag
Dr. Guttentag began his career as a classroom teacher and brings more
than 30 years of experience across K-12 education and education technology. He most recently served as Chief Executive Officer of EPS
Learning, a provider of literacy and reading intervention solutions, from 2023 to 2025. He previously served as Chief Executive Officer
of Reading Plus, an adaptive literacy program, from 2019 until the sale to Dreambox Learning in 2021. Dr. Guttentag co-founded and served
as President of Connections Education, a K-12 online education platform which was acquired by Pearson in 2011, after which he served as
President of Pearson Online & Blended Learning from 2014 to 2018, growing the business to serve over 70,000 students. Earlier in his
career, Dr. Guttentag served as Chief Education Officer of Education Networks of America and Chief Information Officer of the School District
of Philadelphia. His academic credentials include a B.A. from the University of Michigan, a M.A. in Teaching and Curriculum from Harvard
University, and a Ph.D. in Policy and Administration from the University of Pennsylvania.
About Dylan G. Haggart
Mr. Haggart brings more than 15 years of investment and public company
governance experience. He is the Founder, Managing Partner, and Chief Investment Officer of Fivespan Partners, a concentrated, fundamental
value investor in industry-leading public companies. Prior to founding Fivespan in 2023, he served as a Partner at ValueAct Capital from
2013 to 2023. Mr. Haggart has served as an independent director of Seagate Technology since 2018 and currently serves on its Compensation
& People Committee. He previously served as an independent director of Fiserv from 2022 to 2024, including on its Nominating &
Corporate Governance Committee and Talent & Compensation Committee. Mr. Haggart is a member of the Board of Trustees for the Boys
& Girls Clubs of San Francisco’s Endowment Trust.
About Stride Inc.
Stride Inc. (NYSE: LRN) is redefining lifelong learning with innovative,
high-quality education solutions. Serving learners in primary, secondary, and postsecondary settings, Stride provides a wide range of
services including K-12 education, career learning, professional skills training, and talent development. Stride reaches learners in all
50 states and over 100 countries. Learn more at stridelearning.com.
About Fivespan Partners, LP
Fivespan Partners, LP is a concentrated, fundamental value investor
in industry-leading public companies. Fivespan seeks to partner with company leadership on opportunities to unlock enduring value for
all stakeholders.
Investor Contact
ir@k12.com
Media Contact
press@k12.com
Special Note on Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other
than statements of historical facts contained in this press release are forward-looking statements. We have tried, whenever possible,
to identify these forward-looking statements using words such as “outlook,” “forecasts,” “anticipates,”
“trends,” “believes,” “estimates,” “continues,” “likely,” “may,”
“opportunity,” “potential,” “projects,” “will,” “will be,” “expects,”
“plans,” “intends,” “should,” “would” and similar expressions to identify forward-looking
statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based upon information currently
available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could
cause our actual actions, results, performance or achievements to differ materially from those expressed in, or implied by, such statements.
These risks, uncertainties, factors and contingencies include, but are not limited to: reduction of per pupil funding amounts at the schools
we serve; inability to achieve a sufficient level of new enrollments to sustain our business model or to meet financial or operational
guidance; limitations of the enrollment data we present, which may not fully capture trends in the performance of our business; failure
to enter into new school contracts or renew existing contracts, in part or in their entirety; failure of the schools we serve, our vendors,
or us to comply with our contracts, or federal, state and local laws and regulations, resulting in a loss of funding, an obligation to
repay funds previously received, contractual remedies, or actions or proceedings against us; governmental investigations that could result
in fines, penalties, settlements, or injunctive relief; declines or variations in academic performance outcomes of the students and schools
we serve, including due to the evolution of curriculum standards, testing programs and state accountability metrics; harm to our reputation
resulting from poor performance or misconduct by operators or us in any school in our industry and/or in any school which we operate;
legal and regulatory challenges from opponents of virtual public education or for-profit education companies; potential violation of laws
and regulations relating to privacy and data protection, including such laws and regulations as may apply to children’s data; changes
in national and local economic and business conditions and other factors, such as natural disasters, pandemics and outbreaks of contagious
diseases and other adverse public health developments; discrepancies in interpretation of legislation by regulatory agencies that may
lead to payment or funding disputes; termination of our contracts, or a reduction or termination in the scope of services, with schools;
failure to develop the Career Learning business; entry of new competitors with superior technologies (including artificial intelligence
(“AI”)) and lower prices; unsuccessful integration of mergers, acquisitions and joint ventures; failure to further develop,
maintain and enhance our technology, products, services and brands; inadequate recruiting, training and retention of effective teachers
and employees; infringement of our intellectual property; disruptions to our Internet-based learning and delivery systems, including,
but not limited to, our data storage systems and third-party cloud infrastructure, systems and facilities, including as a result of cybersecurity
attacks; misuse or unauthorized disclosure of student and personal data; failure to prevent or mitigate a cybersecurity incident that
affects our systems or our data; problems in the implementation of new information technology systems and technology; failure by us or
third parties to maintain and support information technology systems, including addressing quality issues and timely delivering new products
and enhancements; risks related to the use, implementation and regulation of AI and other emerging technologies, including in the education
of children, and their use by third-party vendors; risks related to our stock repurchase program; the extent to which we acquire businesses
or change our capital allocation strategy or the implementation thereof; changes in our effective tax rate and additional liabilities;
and other risks and uncertainties associated with our business described in the risk factors discussed in the Company’s Annual Report
on Form 10-K for the year ended June 30, 2026 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings
with the SEC. Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results
based on various assumptions and estimates. They are not guarantees of future performance. Our actual results and financial condition
may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Readers
are cautioned not to place undue reliance on forward-looking statements in this press release or that we make from time to time, and to
consider carefully the factors discussed above. All information in this press release is as of today’s date, and the Company undertakes
no obligation to update any forward-looking statement as a result of new information, future events or otherwise, except where we are
expressly required to do so by law.
