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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): November 3, 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 7.01. Regulation FD Disclosure.
On November 3, 2025, Stride, Inc. (the “Company,”
“we,” or “our”) issued a press release announcing its stock repurchase program. A copy of this press release is
furnished as Exhibit 99.1 hereto and incorporated by reference herein.
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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
Item 8.01. Other Events.
On November 3, 2025, the Company announced the
approval of a stock repurchase program that authorizes the repurchase of up to $500 million of shares of the Company’s common stock
until October 31, 2026. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may
include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the Securities and
Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing
stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to
acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s
discretion.
Forward-Looking Statements
This 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 8-K are forward-looking statements. We have tried, whenever
possible, to identify these forward-looking statements using words such as “outlook,” “anticipates,” “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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual
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 meet 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; 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) 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 systems and facilities, resulting
from cybersecurity attacks; misuse or unauthorized disclosure of student and personal data; failure to prevent or mitigate a cybersecurity
incident that affects our systems; problems in the implementation of new IT 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 artificial intelligence; 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, 2025 and any subsequently filed Quarterly Reports
on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission. Although the Company believes the expectations
reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will
be attained or that any deviation will not be material. All information in this 8-K is as of today’s date, and the Company undertakes
no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release of Stride, Inc. dated November 3, 2025 |
| |
|
|
| 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.
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Stride, Inc. |
| |
|
| Date: November 3, 2025 |
By: |
/s/ Greerson G. McMullen Sr. |
| |
Name: |
Greerson G. McMullen Sr. |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
