Stride Inc (NYSE: LRN) shareholders approve 4M-share ESPP and expand 2016 equity plan

Rhea-AI Filing Summary

Stride, Inc. reported the results of its annual stockholder meeting held on December 4, 2025. Stockholders approved an amendment and restatement of the company’s 2016 Equity Incentive Award Plan, increasing the number of common shares available for equity awards by 740,000 and extending the plan’s term to October 17, 2035. They also approved a new 2025 Employee Stock Purchase Plan authorizing the issuance of 4,000,000 shares, allowing eligible employees to buy stock at a discount through payroll deductions.

All eight director nominees were elected, and KPMG LLP was ratified as independent auditor for the fiscal year ending June 30, 2026. On an advisory basis, stockholders approved compensation for named executive officers and supported both the updated equity plan and the new employee stock purchase plan by wide voting margins.

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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):            December 4, 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 Drive, 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.

As noted below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Stride, Inc. (the “Company”) held on December 4, 2025, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the amendment and restatement of the Company’s 2016 Equity Incentive Award Plan (the “2016 Plan”), which increased the number of shares of common stock available for issuance by 740,000 shares and extended the term of the 2016 Plan to October 17, 2035.

Also as noted below under Item 5.07, at the Annual Meeting the Company’s stockholders, upon the recommendation of the Board, approved the Company’s 2025 Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with an opportunity to participate in the ownership of the Company by purchasing the Company’s common stock at a discount through payroll deductions. The ESPP authorizes the issuance of 4,000,000 shares of the Company’s common stock.

A more detailed description of the material terms of the 2016 Plan and ESPP was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2025 (the “Proxy Statement”), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the 2016 Plan and ESPP and are qualified by reference to the text of the 2016 Plan and the ESPP, which are included as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on December 4, 2025. The Company previously filed with the SEC the Proxy Statement and related materials pertaining to this meeting, which describe in detail each of the five proposals submitted to stockholders at the meeting. The final results for the votes regarding each proposal are set forth below.

Proposal 1: Election of Directors

The eight nominees for the Board were elected to hold office until the next annual meeting of stockholders or until such time as their respective successors are elected and qualified or their earlier resignation, death, or removal from office. The tabulation of votes is set forth below:

		For				Withheld				Broker Non-Vote
Aida M. Alvarez			35,496,488				796,875				2,984,069
Steven B. Fink			34,564,141				1,729,222				2,984,069
Robert E. Knowling, Jr.			34,886,950				1,406,413				2,984,069
Allison Lawrence			35,613,225				680,138				2,984,069
Liza McFadden			33,983,683				2,309,680				2,984,069
James J. Rhyu			34,118,553				2,174,810				2,984,069
Ralph Smith			35,628,373				664,990				2,984,069
Joseph A. Verbrugge			35,530,691				762,672				2,984,069

Proposal 2: Ratification of Appointment of Independent Auditor

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 was ratified with 39,046,477 votes for, 68,426 votes against, 162,529 abstentions, and no broker non-votes.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

The compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the Proxy Statement, was approved on an advisory basis (non-binding). There were 29,512,235 votes for, 6,530,915 votes against, 250,213 abstentions, and 2,984,069 broker non-votes.

Proposal 4: Approval of Amendment and Restatement of the 2016 Plan

The amendment and restatement of the 2016 Plan was approved with 32,010,680 votes for, 4,118,836 votes against, 163,847 abstentions, and 2,984,069 broker non-votes.

Proposal 5: Approval of the ESPP

The ESPP was approved with 35,999,777 votes for, 156,376 votes against, 137,210 abstentions, and 2,984,069 broker non-votes.  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Stride, Inc. Amended and Restated 2016 Equity Incentive Award Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 24, 2025, File No. 001-33883)
10.2		Stride, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 24, 2025, File No. 001-33883)
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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: December 10, 2025	By:	/s/ Greerson G. McMullen Sr.
	Name:	Greerson G. McMullen Sr.
	Title:	Executive Vice President, General Counsel and Secretary

FAQ

What did Stride, Inc. (LRN) stockholders approve at the 2025 annual meeting?

Stockholders of Stride, Inc. approved an amended and restated 2016 Equity Incentive Award Plan, a new 2025 Employee Stock Purchase Plan (ESPP), the advisory vote on named executive officer compensation, elected eight directors, and ratified KPMG LLP as independent auditor for the fiscal year ending June 30, 2026.

How many additional shares did Stride, Inc. add to its 2016 Equity Incentive Award Plan?

Stride, Inc. increased the number of shares of common stock available under its 2016 Equity Incentive Award Plan by 740,000 shares and extended the plan’s term to October 17, 2035.

How many shares are authorized under Stride, Inc.’s 2025 Employee Stock Purchase Plan?

The 2025 Employee Stock Purchase Plan (ESPP) authorizes the issuance of 4,000,000 shares of Stride, Inc. common stock, to be purchased by eligible employees at a discount through payroll deductions.

Were Stride, Inc.’s director nominees elected at the 2025 annual meeting?

Yes. All eight director nominees, including Aida M. Alvarez, Steven B. Fink, Robert E. Knowling, Jr., Allison Lawrence, Liza McFadden, James J. Rhyu, Ralph Smith, and Joseph A. Verbrugge, were elected to serve until the next annual meeting or until their successors are elected and qualified.

Did Stride, Inc. stockholders approve the company’s executive compensation in 2025?

Yes. On an advisory, non-binding basis, stockholders approved the named executive officer compensation, with 29,512,235 votes for, 6,530,915 votes against, 250,213 abstentions, and 2,984,069 broker non-votes.

Was KPMG LLP ratified as Stride, Inc.’s independent auditor for fiscal 2026?

Yes. The appointment of KPMG LLP as Stride, Inc.’s independent registered public accounting firm for the fiscal year ending June 30, 2026 was ratified with 39,046,477 votes for, 68,426 votes against, and 162,529 abstentions.

Where can investors find the full terms of Stride, Inc.’s 2016 Plan and 2025 ESPP?

The material terms of the 2016 Equity Incentive Award Plan and 2025 ESPP are described in Stride, Inc.’s Definitive Proxy Statement on Schedule 14A filed on October 24, 2025, and the full plan documents are filed as Exhibits 10.1 and 10.2 to this report.