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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): September 16, 2025
| |
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) | |
(IRS Employer
Identification No.) |
| 11720 Plaza America, 9th Floor, Reston, Virginia | |
20190 |
| (Address of principal executive offices) | |
(Zip Code) |
| Registrant’s telephone number, including area code: | |
(703) 483-7000 |
| | |
|
| |
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 |
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 5.02. | Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 16, 2025, the Board of Directors (the “Board”)
of Stride, Inc. (the “Company”) elected, upon the recommendation of the Nominating and Corporate Governance Committee
of the Board (the “Nominating Committee”), Robert E. Knowling, Jr. to serve as a member of the Board, effective immediately.
The Board also appointed Mr. Knowling to serve as a member of the Audit Committee of the Board (the “Audit Committee”)
and the Compensation Committee of the Board (the “Compensation Committee”). In connection with the election, the Board approved
an increase in the size of the Board from seven members to eight members.
There are no arrangements or understandings between Mr. Knowling
and any other person pursuant to which Mr. Knowling was selected as a director of the Company. Mr. Knowling will serve as a
director of the Company until the next annual meeting of stockholders of the Company and until his respective successor is elected and
qualified or until his earlier resignation, death or removal.
Mr. Knowling will be compensated in accordance with the Company’s
Amended Non-Employee Directors Compensation Plan (the “Plan”) in effect from time to time. Based on the Plan, Mr. Knowling
will receive an annual award of restricted stock equivalent to $250,000, an annual cash retainer of $70,000 for service as a member of
the Board, and an additional annual fee of $10,000 for service on each of the Audit Committee and Compensation Committee, respectively,
with the cash compensation prorated for the period from the date of appointment to December 31, 2025.
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: September 19, 2025 |
By: |
/s/ Greerson G. McMullen |
| |
Name: |
Greerson G. McMullen |
| |
Title: |
Executive Vice President, General Counsel & Secretary |
