Stride sets December 10 vote on eight directors

Stride reported its 10th consecutive year of revenue growth and record profitability in fiscal 2026.

Rhea-AI Filing Summary

Stride, Inc. is seeking stockholder votes at its December 10, 2026 annual meeting on eight director nominees, ratification of KPMG LLP for fiscal 2027, and a non-binding advisory vote on fiscal 2026 named executive officer compensation. Holders of record on October 19, 2026 are entitled to vote; Stride reported 42,048,853 common shares outstanding on that date.

Immediately after the meeting, the Board will expand from eight to 10 members, appoint Dr. Steven Guttentag and reappoint Allison Lawrence; nine of the 10 directors will be independent. Robert E. Knowling, Jr. became CEO on July 29, 2026, succeeding James J. Rhyu, and Steven B. Fink became Board Chair. Stride agreed to reimburse the Investor Group for out-of-pocket costs and expenses incurred on or before October 8, 2026 in connection with the Cooperation Agreement, subject to a maximum aggregate cap of $1,200,000.

Fiscal 2026 results included revenue of $2,518.1 million, up 4.7%; income from operations of $450.8 million, up 25.2%; net income of $338.2 million, up 17.5%; adjusted operating income of $498.4 million, up 6.9%; and Adjusted EBITDA of $617.6 million, up 8.2%. The company described fiscal 2026 as its 10th consecutive year of revenue growth and reported record profitability.

4 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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Positive

• Moderate pointNet income rose 17.5% to $338.2 million in fiscal 2026.
• Moderate pointIncome from operations rose 25.2% to $450.8 million in fiscal 2026.
• Moderate pointAdjusted EBITDA rose 8.2% to $617.6 million in fiscal 2026.
• Moderate pointAdjusted operating income rose 6.9% to $498.4 million in fiscal 2026.

Negative

• Major pointFiscal 2023 control weakness led to BDO’s adverse internal-control opinion.

Filing Explained

The KPMG vote can prompt reconsideration, but approval still leaves the Audit Committee able to appoint a different auditor during fiscal 2027.

Although this proxy seeks votes on eight director nominees at the December 10, 2026 meeting, holders are not voting on Guttentag or Lawrence; the company says it will appoint both immediately after the meeting.

If stockholders do not ratify KPMG, the Audit Committee will reconsider its appointment; even if they do, the committee may appoint a different auditor during fiscal 2027.

The Capital Allocation Committee’s stated role is to review and recommend to the Board on capital allocation, debt, capital structure, excess-capital returns and significant capital expenditures.

Key Figures

Revenue: $2,518.1 million Income from operations: $450.8 million Net income: $338.2 million +4 more

7 metrics

Revenue $2,518.1 million Fiscal 2026; up 4.7% over fiscal 2025

Income from operations $450.8 million Fiscal 2026; up 25.2% over fiscal 2025

Net income $338.2 million Fiscal 2026; up 17.5% over fiscal 2025

Adjusted operating income $498.4 million Fiscal 2026; up 6.9% over fiscal 2025

Adjusted EBITDA $617.6 million Fiscal 2026; up 8.2% over fiscal 2025

Common shares outstanding 42,048,853 shares As of October 19, 2026

Investor Group expense reimbursement cap $1,200,000 Maximum aggregate amount under the Cooperation Agreement

Key Terms

Say-on-Pay, broker non-votes, deferred stock units, Adjusted EBITDA

4 terms

Say-on-Pay regulatory

"commonly known as a “Say-on-Pay” proposal"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes regulatory

"Withheld votes and broker non-votes, if any"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

deferred stock units financial

"an equal amount of deferred stock units"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Adjusted EBITDA financial

"Adjusted EBITDA, non-GAAP financial measures"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Compensation Summary

Compensation details

Say-on-Pay

Say-on-Pay Result Non-binding advisory vote on fiscal 2026 named executive officer compensation.

Key Proposals

• Election of eight director nominees
• Ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2027
• Non-binding advisory vote on fiscal 2026 named executive officer compensation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Stride (LRN) asking stockholders to vote on in 2026?

Stockholders will vote on eight director nominees, ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2027, and a non-binding advisory resolution on fiscal 2026 named executive officer compensation.

When is Stride’s 2026 annual meeting, and who can vote?

Stride’s annual meeting is scheduled for December 10, 2026, at 11:00 a.m. Eastern Time. Holders of record as of October 19, 2026 are entitled to notice and one vote per share of common stock.

How will Stride’s Board change after the 2026 annual meeting?

Immediately after the meeting, the Board will grow from eight to 10 directors, with Dr. Steven Guttentag appointed and Allison Lawrence reappointed. Nine of the 10 directors will be independent.

How much will Stride reimburse the Investor Group under the Cooperation Agreement?

Stride will reimburse the Investor Group for out-of-pocket costs and expenses incurred on or before October 8, 2026 in connection with the Cooperation Agreement, subject to a maximum aggregate cap of $1,200,000. Dylan G. Haggart is a director and managing partner of Fivespan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐
Check the appropriate box:

 ☐
Preliminary Proxy Statement

 ☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒
Definitive Proxy Statement

 ☐
Definitive Additional Materials

 ☐
Soliciting Material under §240.14a-12

STRIDE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Stride, Inc.

11720 Plaza America Drive

9th Floor

Reston, VA 20190

October 27, 2026

Dear Fellow Stockholders:

For more than 25 years, Stride, Inc. (the “Company,” “we” or “our”) has been a national leader in online education and educational technology. We have unmatched innovation, scale, expertise, and relationships with school districts, public charter schools, and educational institutions throughout the United States. Indeed, our foundation for success is strong, and our opportunities for growth are many, particularly given the nationwide demand for alternative education solutions. Fiscal year 2026 performance spotlights our success and competitive differentiators. For example, we:

• Achieved our 10th straight year of revenue growth;

• Delivered 4.2% enrollment growth;

• Increased net income by more than 17%;

• Increased Adjusted EBITDA by more than 8%;¹

• Repurchased approximately $189 million of shares of common stock while also making significant investments to scale the business and strengthen our technology; and

• Received numerous awards and recognitions for our education innovation, the transformative educational outcomes we enable, and the inspirational environment we create for students and teachers, including Newsweek’s Most Trustworthy Companies, TIME’s America’s Best Companies, the BIG Awards for Business Company of the Year, GSV 150, and Best Immersive Learning Solution from CODiE Awards. Tallo also earned several recognitions, including the EdTech Cool Tool Award for Hiring, Internships, or Apprenticeship Solution, and K12 Tutoring received multiple honors, including a win from the Tech & Learning Awards of Excellence.

Over the past few months, we have also made important changes to the Company’s Board of Directors (the “Board”), leadership, and governance to position the Company for its next chapter of profitable growth and enhance stockholder value.

• In July 2026, Robert E. Knowling, Jr. was appointed as the Company’s new Chief Executive Officer. Mr. Knowling has a 30-year track record leading business transformation, improving operating execution, and successfully scaling organizations across the education and technology sectors.

• In connection with Mr. Knowling’s appointment as CEO, we separated the Chair and CEO roles, appointing Steven B. Fink, most recently the Company’s Lead Independent Director, as independent Chair of the Board. Mr. Fink assumed this role having served as a board chair or director at other public companies, including a private school operator, a software company and a children’s learning-technology company.

1
Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure is provided in Appendix A.

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• In July 2026, we also welcomed Brian A. Shepherd as a new independent director. As the former CEO of CSG Systems, Mr. Shepherd brings large-scale technology, customer-lifecycle management, and public-company operating experience that we believe is highly relevant for our Company as a technology-forward company dedicated to providing outstanding experiences for our customers – students and families – across their educational journey.

• In October 2026, Dylan G. Haggart, Founder, Managing Partner, and Chief Investment Officer of Fivespan Partners, LP, the investment manager of Fivespan Partners Fund, Ltd., one of the Company’s significant stockholders, was appointed to the Board. Our Board also formed a new Capital Allocation Committee to evaluate the Company’s capital structure and capital allocation priorities. In addition, in October 2026, we announced that Dr. Steven Guttentag, an experienced education technology leader who most recently served as Chief Executive Officer of EPS Learning, would be appointed to the Board during the quarter ending December 31, 2026.

We have a long record of evolving our Board and our leadership team to reflect the needs of the Company and our strategic direction. In connection with Mr. Haggart’s appointment, Allison Lawrence temporarily resigned from the Board and the Compensation Committee effective October 22, 2026 and is serving as a non-voting Board observer. Immediately after this year’s Annual Meeting of Stockholders, which will be held on December 10, 2026 (the “Annual Meeting”), we will welcome Dr. Steven Guttentag to join the Board and welcome Ms. Lawrence back to our Board, and our Board size will be increased from eight to 10. With the new members joining the Board, existing Board expertise will be further strengthened and complemented, particularly with additional experience in technology-based education, emerging technologies, capital allocation, capital markets and marketing.

Our work to ensure we fully realize the Company’s upside growth and value creation potential is continuing. We are focused on ensuring that the right priorities, initiatives, and organizational structure are in place to best position the Company for profitable growth and to deliver on its mission of helping learners of all ages reach their potential through inspired teaching and personalized learning. We look forward to engaging with stockholders about these initiatives, the Company’s performance and progress, and the matters to be considered at the Annual Meeting, as detailed in the enclosed proxy materials.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER OR NOT YOU ARE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly on the matters described in the Proxy Statement. Please vote electronically via the Internet or by telephone, if permitted by the broker, bank or other nominee that holds your shares, or if you receive a paper copy of the proxy materials, please complete, sign, date and return the accompanying proxy card or voting instruction form. Voting electronically, by telephone or by returning your proxy card or voting instruction form in advance of the Annual Meeting does not deprive you of your right to attend the Annual Meeting. Thank you for being a stockholder and for your continued support of the Company.

	Sincerely,
	Steven B. Fink			Robert E. Knowling, Jr.
	Board Chair			Chief Executive Officer

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

December 10, 2026

The annual meeting of stockholders of Stride, Inc., a Delaware corporation (“Company”), will be held at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304, on Thursday, December 10, 2026, at 11:00 a.m., Eastern Time (“Annual Meeting”).

At the Annual Meeting, stockholders will be asked to:

1.
Elect eight (8) directors to the Company’s Board of Directors each to serve for a one-year term;

2.
Consider and vote upon the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027;

3.
Consider and vote upon a non-binding advisory resolution approving the compensation of the named executive officers of the Company (“Say-on-Pay”); and

4.
Act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Stockholders of record at the close of business on October 19, 2026, the record date, will receive notice of and be allowed to vote at the Annual Meeting. The foregoing matters are described in more detail in the Proxy Statement. In addition, financial and other information about the Company is contained in the Annual Report to Stockholders for the fiscal year ended June 30, 2026 (“Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (“fiscal 2026”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 4, 2026.

We have elected to distribute our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each stockholder, which will decrease our printing and distribution costs and allow for convenient access to and delivery of materials in an easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials that was mailed to our stockholders on or about October 27, 2026.

For admission to the Annual Meeting, stockholders should come to the stockholder check-in table. Those who hold shares of our common stock in their own names should provide identification and have their ownership verified against the list of registered stockholders as of the close of business on the record date, October 19, 2026. Those who have beneficial ownership of stock through a broker, bank or other nominee must bring account statements or letters from the broker, bank or other nominee indicating that they owned our common stock as of the close of business on the record date, October 19, 2026. To vote at the meeting, those who have beneficial ownership of stock through a broker, bank or other nominee must bring a legal proxy, which can be obtained only from the broker, bank or other nominee.

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A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting, during regular business hours, for a period of 10 days ending on the day before the Annual Meeting, at the Company’s principal place of business at 11720 Plaza America Drive, 9th Floor, Reston, VA 20190.

Your vote is important to us. We encourage you to read the Proxy Statement and promptly submit your proxy or voting instructions by Internet, telephone, or mail. Voting before the Annual Meeting will not prevent you from voting your shares at the Annual Meeting, if you desire to do so.

Sincerely,

Robert E. Knowling, Jr.

Chief Executive Officer

Reston, VA

October 27, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on December 10, 2026:

The Company’s 2026 Proxy Statement and the 2026 Annual Report are available at

www.proxyvote.com

Your vote is important. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy or voting instructions by Internet, telephone, or mail. For specific instructions on how to vote your shares, please refer to the instructions found on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a paper copy of the proxy materials, the enclosed proxy card or voting instruction form.

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PROXY STATEMENT			1
Record Date; Outstanding Shares; Shares Entitled to Vote			1
Quorum and Vote Required			1
Abstentions and Broker Non-Votes			2
Voting; Proxies			2
Revocation			3
Attending the Annual Meeting			3
Proxy Solicitation			3
Business; Adjournments			4
ELECTION OF DIRECTORS			5
Summary			5
Information Regarding Nominees			7
Information Regarding Additional Directors to be Appointed Immediately After the Annual Meeting			14
Executive Officers			15
CORPORATE GOVERNANCE AND BOARD MATTERS			17
Board Meetings; Attendance at Annual Meetings			17
Independence of Directors			17
Committees			17
Director Nomination Process			21
Communications with Directors			22
Board Leadership Structure and CEO Transition			22
Risk Oversight			24
Compensation of Non-Employee Directors			25
Fiscal 2026 Director Compensation Table			26
Director Stock Ownership Guidelines			26
Deferred Compensation Plan for Non-Employee Directors			27
Corporate Governance Guidelines and Code of Business Conduct and Ethics			27
Related Party Transactions			27
Compensation Committee Interlocks and Insider Participation			28
Audit Committee Report			28
Independent Registered Public Accounting Firm Fees and Services			30
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			31
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			32
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			33
EXECUTIVE COMPENSATION			35
Compensation Discussion and Analysis			35
Executive Summary			35
Fiscal 2026 Executive Compensation Program Highlights			39
Compensation Mix			40
Fiscal 2026 Executive Bonus Plan Formula for NEOs other than Mr. Goldthwaite			50
Fiscal 2026 Executive Bonus Plan Formula for Mr. Goldthwaite			50
COMPENSATION COMMITTEE REPORT			60
COMPENSATION TABLES			61
Fiscal 2026 Summary Compensation Table			61
Fiscal 2026 Grants of Plan-Based Awards Table			63
Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table			64
Fiscal 2026 Option Exercises and Stock Vested Table			66
Fiscal 2026 Non-Qualified Deferred Compensation Table			66

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Potential Payments upon Termination or Change in Control			67
Employment Letter Agreement with Mr. Rhyu			67
Separation Agreement with Mr. Rhyu			68
Change in Control Arrangements with Other Named Executive Officers			68
Severance Guidelines for Other Named Executive Officers			68
Equity Awards			68
Estimated Value of Termination and Change in Control Payments and Benefits			69
CEO Pay Ratio			70
Pay-Versus-Performance Disclosure			71
Pay-Versus-Performance Table			71
GENERAL MATTERS			76
Delinquent Section 16(a) Reports			76
Stockholder Proposals and Nominations			76
Delivery of Documents to Stockholders Sharing an Address			76
Other Matters			77
APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			78

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STRIDE, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

December 10, 2026

This Proxy Statement is provided in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of Stride, Inc., a Delaware corporation, for use at the annual meeting of stockholders to be held at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304, on Thursday, December 10, 2026, at 11:00 a.m., Eastern Time, and any adjournments or postponements thereof (the “Annual Meeting”). “Stride,” “we,” “our,” “us” and the “Company” each refer to Stride, Inc. The mailing address of our principal executive offices is 11720 Plaza America Drive, 9th Floor, Reston, VA 20190. This Proxy Statement will be made available on or about October 27, 2026 to holders of record as of the close of business on October 19, 2026 of our common stock, par value $0.0001 per share (“Common Stock”).

We are providing access to our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each stockholder. On or about October 27, 2026, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders entitled to vote at the Annual Meeting, except for those stockholders who received paper copies of the proxy materials. The Notice tells you how to:

• view our proxy materials for the Annual Meeting, including this Proxy Statement and the Stride, Inc. Annual Report to Stockholders for the fiscal year ended June 30, 2026, on the Internet and vote; and

• instruct us to send proxy materials to you by mail or email.

Record Date; Outstanding Shares; Shares Entitled to Vote

Our Board has fixed the close of business on October 19, 2026 as the record date (“Record Date”) for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, we had 42,048,853 shares of Common Stock outstanding and entitled to vote.

Holders of record of Common Stock on the Record Date will be entitled to one vote per share on any matter that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Quorum and Vote Required

A majority of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting, the holders of which are present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed in order to solicit additional proxies.

If a quorum is present, (i) a plurality of votes present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors is required to elect the members of the Board; (ii) the affirmative vote of the holders of a majority in voting power held by the stockholders present in person or represented by proxy at the Annual Meeting is required for (A) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 (“fiscal 2027”) and (B) the non-binding advisory resolution approving the compensation of the named executive officers (“NEOs”) of the Company.

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Abstentions and Broker Non-Votes

Broker non-votes occur when a nominee holding shares of voting securities for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that proposal and has not received instructions from the beneficial owner. Under the rules that govern brokers who have record ownership of shares that are held in “street name” for their clients, brokers may vote such shares on behalf of their clients with respect to “routine” matters (such as the ratification of auditors in Proposal 2), but not with respect to non-routine matters (such as Proposals 1 and 3).

Abstentions and withheld votes, and broker non-votes, if any, are included in determining whether a quorum is present. Withheld votes and broker non-votes, if any, do not affect the voting results with respect to the election of directors. However, because abstentions are considered present in person or represented by proxy, abstentions will have the effect of a vote against the approval of Proposals 2 and 3, which require the affirmative vote of the holders of a majority in voting power held by the stockholders present in person or represented by proxy at the Annual Meeting. Likewise, if any broker non-votes are present at the meeting, then any such broker non-votes would have the effect of a vote against Proposals 2 and 3.

Voting; Proxies

Your vote is important. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy or voting instructions by Internet, telephone, or mail. For specific instructions on how to vote your shares, please refer to the instructions found on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a paper copy of the proxy materials, the enclosed proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received voting instructions with these proxy materials from that organization rather than from us. Simply vote using one of the methods provided by your broker, bank or other nominee to ensure that your vote is counted.

If you are a stockholder of record as of the close of business on the Record Date, you may attend the Annual Meeting and vote your shares of Common Stock in person instead of voting by Internet or telephone or returning your signed proxy card (if you request a paper copy). However, we urge you to vote in advance even if you are planning to attend the Annual Meeting. If you are a beneficial owner of shares of Common Stock registered in the name of your broker, bank or other nominee, you must obtain a valid proxy from your broker, bank or other nominee to vote your shares of Common Stock in person at the Annual Meeting.

Shares of our Common Stock represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting, and not revoked prior to or at the Annual Meeting, will be voted at the Annual Meeting, and at any adjournments, continuations or postponements of the Annual Meeting, in accordance with the instructions on the proxy cards.

If a proxy is duly executed and submitted without instructions, the shares of Common Stock represented by that proxy will be voted:

FOR the election of each of the Board nominees named in Proposal 1;

FOR Proposal 2, the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2027;

FOR Proposal 3, the approval, on a non-binding advisory basis, of the compensation of the NEOs of the Company; and

In the discretion of the proxy holders regarding any other matters properly presented for a vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

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Revocation

A record holder who executes a proxy may revoke it before or at the Annual Meeting by: (i) delivering to our corporate secretary a written notice of revocation of a previously delivered proxy, with such notice dated after the previously delivered proxy; (ii) duly executing, dating and delivering to our corporate secretary a subsequent proxy card; (iii) voting again by telephone; (iv) voting again via the Internet; or (v) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy. Any written notice revoking a proxy should be delivered to Stride, Inc., Attn: General Counsel and Secretary, 11720 Plaza America Drive, 9th Floor, Reston, VA 20190. If your shares of Common Stock are registered in the name of your broker, bank or other nominee, you must follow the instructions of such broker, bank or other nominee to revoke a proxy.

Attending the Annual Meeting

The Annual Meeting will be held on December 10, 2026 at 11:00 a.m., Eastern Time, at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304. For admission to the Annual Meeting, stockholders should come to the stockholder check-in table. Those who hold shares of Common Stock in their own names should provide identification and have their ownership verified against the list of registered stockholders as of the close of business on the Record Date. Those who have beneficial ownership of stock through a broker, bank or other nominee must bring account statements or letters from the broker, bank or other nominee indicating that they owned Common Stock as of the close of business on the Record Date.

Rules of conduct regarding the Annual Meeting will be provided during the Annual Meeting. To vote at the Annual Meeting, those who have beneficial ownership of Common Stock through a broker, bank or other nominee must bring a legal proxy, which can be obtained only from the broker, bank or other nominee.

Proxy Solicitation

We are soliciting proxies for the Annual Meeting from our stockholders, and we will bear the entire cost of soliciting proxies from our stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding Common Stock for the benefit of others, so that such brokerage houses, fiduciaries and custodians may forward the solicitation materials to such beneficial owners. We may reimburse persons representing beneficial owners of Common Stock for their expenses in forwarding solicitation materials to those beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone or personal solicitation by our directors, officers or other regular employees of the Company. No additional compensation will be paid to our directors, officers or other regular employees for these services.

The Company has retained Innisfree M&A Incorporated (“Innisfree”) to assist in obtaining proxies from stockholders for the Annual Meeting. The estimated cost of such services is $25,000, plus out-of-pocket expenses. Innisfree may be contacted at (877) 750-8129.

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Business; Adjournments

We do not expect that any matter other than the proposals presented in this Proxy Statement will be brought before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting, then the proxy holders will vote in their discretion with respect to those matters.

If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned from time to time upon the approval of the holders of shares of Common Stock representing a majority of the voting stock represented in person or by proxy at the Annual Meeting, until a quorum is present or represented. Any business may be transacted at the adjourned meeting (at which a quorum shall be present or represented) which might have been transacted at the meeting originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

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ELECTION OF DIRECTORS

(Proposal 1)

Summary

The Board currently consists of eight members, each of whose terms expire at the Annual Meeting. Each of our eight current directors has been nominated for election for a term expiring at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”). The eight nominees for election at the Annual Meeting are: Aida M. Alvarez, Steven B. Fink, Dylan G. Haggart, Robert E. Knowling, Jr., Liza McFadden, Brian A. Shepherd, Ralph Smith and Joseph A. Verbrugge. Each of the nominees has agreed to serve as a director if elected, and the Company believes that each nominee will be available to serve.

As previously disclosed in the Company’s Current Report on Form 8-K filed on October 9, 2026, pursuant to a Cooperation Agreement, dated October 8, 2026 (the “Cooperation Agreement”), by and among the Company and Fivespan Partners, LP (“Fivespan”), Fivespan Partners Fund, Ltd, Fivespan Partners GP, LLC and Dylan G. Haggart (collectively with Fivespan, Fivespan Partners Fund, Ltd and Fivespan Partners GP, LLC, the “Investor Group”), the Board appointed Mr. Haggart to serve as a director on the Board, effective as of October 22, 2026, with an initial term expiring at the Annual Meeting. On October 8, 2026, Ms. Lawrence tendered her resignation from the Board and the Compensation Committee, effective immediately prior to Mr. Haggart’s appointment, to create a vacancy for Mr. Haggart. Since his appointment, Mr. Haggart has served as Co-Chair of the Capital Allocation Committee and as a member of the Compensation Committee.

The Board will increase its size from eight to 10 directors effective immediately following the conclusion of the Annual Meeting. At that time, the Board will appoint Dr. Steven Guttentag and re-appoint Ms. Lawrence to serve as directors, each for 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. Following these appointments, nine of the Board’s 10 directors will be “independent” as defined in the currently applicable listing standards of the New York Stock Exchange (“NYSE”) and the rules and regulations of the SEC. Upon Dr. Guttentag’s appointment to the Board, he will join the Academic Committee and the Nominating and Corporate Governance Committee. Upon Ms. Lawrence’s re-appointment to the Board, she will rejoin the Compensation Committee. Dr. Guttentag and Ms. Lawrence are not nominees, and stockholders are not being asked to vote on their election at the Annual Meeting.

Pursuant to the Cooperation Agreement, Dr. Guttentag has served as a non-voting observer to the Board since October 8, 2026, and Ms. Lawrence has served as a non-voting observer to the Board since October 22, 2026. Both will continue to serve as non-voting observers until their respective appointments to the Board immediately following the conclusion of the Annual Meeting.

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 a board observer of the Company.

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The following table shows the composition of age, tenure, gender and racial or ethnic backgrounds of our director nominees, and Dr. Guttentag and Ms. Lawrence, who will be appointed or re-appointed, as applicable, to the Board immediately following the conclusion of the Annual Meeting. Data reflected for gender and racial or ethnic backgrounds are based on voluntary reporting. The Board believes that this balance in age and tenure and wide range of backgrounds and experience will provide broad and valuable perspectives to the Board that will lead to a well-functioning Board. The Board statistics shown below are measured immediately following the conclusion of the Annual Meeting.

 

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Information Regarding Nominees

The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them are as follows.

OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES

AIDA M. ALVAREZ Age: 77 Director Since: 2017 Nominating and Corporate Governance Committee Capital Allocation Committee Independent			Professional Experience:
			Ms. Alvarez currently serves as Chair Emerita of the Latino Community Foundation. As Administrator of the U.S. Small Business Administration, she was a member of President Clinton’s Cabinet from 1997 to 2001. Previously, Ms. Alvarez served as the Director of the Office of Federal Housing Enterprise Oversight from 1993 to 1997, where she was charged with financial oversight of the secondary housing market, the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Prior to that, she worked for the New York City Health and Hospitals Corporation, Bear Stearns & Company, Inc. and the First Boston Corporation. She has served on the boards of directors of Fastly, Inc. since August 2019; and BILL Holdings, Inc. since May 2022. From 2016 to April 2025, Ms. Alvarez served on the board of directors of HP Inc.; from 2006 to June 2016, served on the board of directors of Wal-Mart Stores Inc., and from 2004 to 2014, served on the boards of directors of MUFG Americas Holdings Corporation (formerly UnionBanCal Corporation) and MUFG Union Bank N.A. (formerly Union Bank N.A.). From 2014 to 2019, she served on the board of directors of Zoosk, Inc., and from 2011 to November 2022, on the board of Oportun Financial Corp. (formerly Progress Financial Corporation).
			Attributes, Skills and Qualifications:
			Ms. Alvarez holds a B.A. from Harvard College. Ms. Alvarez was selected as a director because of her financial expertise, government experience and ability to bring diverse perspectives to the Board.

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STEVEN B. FINK Age: 75 Director Since: 2003 Board Chair Audit Committee Chair Compensation Committee Independent			Professional Experience:
			Mr. Fink is the Co-Chairman of Heron International. He served as a director of Nobel Learning Communities, Inc. from 2003 to 2011, as a director of NetSuite Inc. from 1998 to 2007 and as Chairman of the Board of Life Storage, LLC from 2013 to 2016. In addition, Mr. Fink is a member of the boards of City of Hope, St. Helena Hospital, OLE Health Foundation and the Herb Ritts Foundation. From 1999 to 2009, Mr. Fink served as a director of LeapFrog Enterprises, Inc. and was its Chairman from 2004 to 2009. From 2000 to 2008, Mr. Fink was the Chief Executive Officer of Lawrence Investments, LLC. Mr. Fink has also previously served as Chairman and Chief Executive Officer of Anthony Manufacturing, Chairman and Managing Director of Knowledge Universe and Chairman and Chief Executive Officer of Nextera Enterprises, Inc.
			Attributes, Skills and Qualifications:
			Mr. Fink holds a B.S. in Psychology from the University of California, Los Angeles and a J.D. and an L.L.M. from New York University. Mr. Fink was selected as a director based on his significant experience in operations and financial oversight gained from serving as director or chairman for various public and private companies, in addition to his membership on various company audit committees which enables him to contribute significantly to the financial oversight, risk oversight and governance of the Company.

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DYLAN G. HAGGART Age: 39 Director Since: 2026 Capital Allocation Committee Co-Chair Compensation Committee Independent			Professional Experience:
			Mr. Haggart is Managing Partner and Chief Investment Officer of Fivespan Partners, a concentrated, fundamental value investor in industry-leading public companies that seeks to partner with company leadership to enhance long-term value for all stakeholders. Prior to founding Fivespan in 2023, he served as a Partner at ValueAct Capital, where he worked from 2013 to 2023. Earlier in his career, he was with TPG Capital, focusing on control private equity and opportunistic structured equity investments, and Goldman Sachs in the Investment Banking Division.
			Mr. Haggart has served on the board of directors of Seagate Technology Holdings plc since 2018 and currently serves on its Compensation and People Committee. He previously served on the board of directors of Fiserv, Inc. from 2022 to 2024, where he was a member of the Nominating and Corporate Governance Committee and the Talent and Compensation Committee. Mr. Haggart is also a member of the Board of Trustees of the Boys & Girls Clubs of San Francisco’s Endowment. Mr. Haggart was initially recommended to the Company by Fivespan.
			Attributes, Skills and Qualifications:
			Mr. Haggart holds a B.A. with distinction from the Richard Ivey School of Business at the University of Western Ontario. Mr. Haggart was selected to serve as a director based on his extensive experience as an investor and public company director and his expertise in corporate strategy, financial markets, capital allocation, capital structure, corporate governance, executive compensation, and senior executive talent management.

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ROBERT E. KNOWLING, JR. Age: 71 Director Since: 2018* Capital Allocation Committee (Non- Voting Member)  CEO			Professional Experience:
			Mr. Knowling joined our Board in January 2018 and became the Company’s Chief Executive Officer (“CEO”) in July 2026. Mr. Knowling served as Chairman of Eagles Landing Partners, which specializes in helping senior management formulate strategy, lead organizational transformations and re-engineer businesses. From 2002 to 2005, he served as Chief Executive Officer of the NYC Leadership Academy, an independent non-profit corporation created by Chancellor Joel I. Klein and Mayor Michael R. Bloomberg that is chartered with developing the next generation of principals in the New York City public school system. Mr. Knowling previously held roles as Chief Executive Officer of Telwares, Chairman and Chief Executive Officer of SimDesk Technologies, Inc. and Chairman, President and Chief Executive Officer of Covad Communications. He was awarded the Wall Street Project’s Reginald Lewis Trailblazers Award by President Clinton and the Reverend Jesse Jackson in 1999. Mr. Knowling serves on the board of directors for CECO Environmental Corp., Rocket Software and Stream Companies. He also previously served on the board of directors of Citrix Systems Inc. from 2020 to September 2022, Heidrick & Struggles, Inc. from 2001 to 2015, Convergys Corporation from 2017 to 2018 and Roper Technologies, Inc. from 2008 to 2021.
			Attributes, Skills and Qualifications:
			Mr. Knowling holds a B.A. in theology from Wabash College and an M.B.A. from Kellogg School of Management, Northwestern University. Mr. Knowling was selected as a director based on his experience in public education, public company leadership roles, technology and organizational development.

*
As previously disclosed, Mr. Knowling resigned from the Board in April 2025 and was re-appointed to return to the Board in September 2025.

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LIZA MCFADDEN Age: 64 Director Since: 2017 Nominating and Corporate Governance Committee Chair Academic Committee Independent			Professional Experience:
			Ms. McFadden founded LIZA and Partners LLC, which provides consulting services for nonprofits and foundations. She is the inaugural recipient of the Women Who Mean Business Award in her hometown of Tallahassee for her community service and serves on the boards of the Conservation Nation, the Florida State Parks Foundation, Village Square and the Suwannee River Area Council, Scouting America. Previously, she was President and Chief Executive Officer of the Barbara Bush Foundation for Family Literacy from 2012 to 2018. She is a former high school teacher, Florida Department of Education administrator and served in Governor Jeb Bush’s administration. Additionally, Ms. McFadden was appointed by President George W. Bush to serve on the National Institute for Literacy Board.
			Attributes, Skills and Qualifications:
			Ms. McFadden holds an M.A. from Florida State University and a B.A. from Fitchburg State University. Ms. McFadden was selected as a director because of her expertise in educational policy and programming for adults and children, as well as her experience in working with local and state governments.

BRIAN A. SHEPHERD Age: 59 Director Since: 2026 Capital Allocation Committee Co-Chair Audit Committee Compensation Committee Independent			Professional Experience:
			Mr. Shepherd most recently served as President, Chief Executive Officer and a member of the board of directors at CSG Systems International, Inc. (“CSG”), a provider of software solutions for telecommunications, broadband and digital service providers, from 2021 through its acquisition by NEC Corporation in 2026. Prior to his role as President and Chief Executive Officer, Mr. Shepherd served as Executive Vice President and Group President of CSG from 2017 to 2021, where he focused on accelerating the growth and strategic development of the company. Prior to joining CSG, Mr. Shepherd held executive roles at TeleTech, Amdocs, DST Innovis and McKinsey & Company.
			Attributes, Skills and Qualifications:
			Mr. Shepherd holds an M.B.A. from Harvard Business School and a B.A. in Economics from Wabash College. Mr. Shepherd was selected as a director because of his extensive experience in large-scale technology companies, customer-lifecycle management, and public-company operations, including his prior service as President and Chief Executive Officer of a publicly traded technology company.

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RALPH SMITH Age: 79 Director Since: 2023 Academic Committee Chair Nominating and Corporate Governance Committee Independent			Professional Experience:
			Mr. Smith currently serves as the Managing Director of The Campaign for Grade-Level Reading (“CGLR”), which he launched in May 2010 as a project of the Annie E. Casey Foundation. The CGLR supports a national network of 350+ communities in developing and implementing plans to ensure early school success for children of economically challenged families. From 1994 to 2016, Mr. Smith served on the senior management team at the Annie E. Casey Foundation (“AECF”), first as Director of Planning and Development, then Senior Vice President, and Executive Vice President. At AECF, Mr. Smith led a comprehensive effort to assist local communities committed to improving economic and educational outcomes for families and children in disinvested communities across the nation. He also previously served on the boards of directors of LeapFrog Enterprises, Inc. from 2005 to 2009 and Nobel Learning Communities, Inc. from 2008 to 2011. From 1983 to 1990, Mr. Smith served as Special Counsel and then as Chief of Staff and Chief Operating Officer for the School District of Philadelphia. From 1991 to 1993, he served as a senior advisor to Philadelphia’s mayor, focusing on children and family policy. Mr. Smith was a tenured member of the law faculty at the University of Pennsylvania, where he taught education law and policy, corporations, and securities regulation from 1975 to 1997.
			Attributes, Skills and Qualifications:
			Mr. Smith holds a Bachelor of Arts degree from Loyola University of Los Angeles and a law degree from the University of California, Los Angeles. Mr. Smith was selected as a director because of his leadership experience in education and improving access to educational resources.

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JOSEPH A. VERBRUGGE Age: 57 Director Since: 2022 Compensation Committee Chair Audit Committee Independent			Professional Experience:
			Mr. Verbrugge served as Chief Commercial Officer of Sirius XM Holdings Inc. (“Sirius XM”), where he oversaw all commercial activities focused on marketing, subscription revenue, automotive and streaming partnerships and retail product development and sales for various Sirius XM brands from June 2022 to July 2024. Mr. Verbrugge held various senior roles at Sirius XM since 2004, including Executive Vice President, Sirius XM Digital Subscriptions. He served as a member of the board of directors of Sirius XM Canada Inc. (previously, Toronto: XSR), and since July 2020 also serves as a member of the Board of Advisors for Georgetown University’s McDonough School of Business. From 1997 to 2004, Mr. Verbrugge worked as a management consultant with The Dealy Strategy Group LLC, where he advised senior leaders of media, technology and services companies on strategy, operations and transactions.
			Attributes, Skills and Qualifications:
			Mr. Verbrugge holds a doctorate in philosophy in management studies from University of Oxford, an M.B.A. from Georgetown University and a B.A. from the University of Michigan. Mr. Verbrugge was selected as a director because of his leadership experience in marketing, partnership development, strategy, operations and human resources.

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Information Regarding Additional Directors to be Appointed Immediately After the Annual Meeting

Dr. STEVEN GUTTENTAG* Age: 63 Independent			Professional Experience:
			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 to 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.
			Attributes, Skills and Qualifications:
			Dr. Guttentag holds a Ph.D. in Education from the University of Pennsylvania, a Master of Education in teaching and curriculum from Harvard University, and a B.A. with distinction in philosophy from the University of Michigan. Dr. Guttentag was selected to serve as a director based on his more than 30 years of experience designing and deploying technology-based solutions to improve K-12 education.

*
As previously disclosed, Dr. Guttentag has served as a non-voting Board observer since October 8, 2026. He will be appointed to the Board and the Academic Committee and Nominating and Corporate Governance Committee immediately following the conclusion of the Annual Meeting.

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ALLISON LAWRENCE* Age: 45 Independent			Professional Experience:
			Ms. Lawrence serves as Vice President, Commercial Learning and Development at Stanley Black & Decker, Inc., driving the strategy to build commercial capability, strengthen organizational effectiveness, and support business growth across the region. She has been with the company since 2003, holding progressive leadership roles, including serving as President of eCommerce in the tools and outdoor division, business segment President, Vice President and Chief of Staff to the Chief Executive Officer. As President of eCommerce, Ms. Lawrence led a global team that drove the strategic expansion of the eCommerce business and evolved the company’s digital capabilities to address the end-to-end customer journey.
			Ms. Lawrence previously served on the board of Hartford Hospital, one of the largest teaching hospitals in New England.
			Attributes, Skills and Qualifications:
			Ms. Lawrence holds a Bachelor of Science degree in marketing from Oklahoma State University. She also earned a Master of Business Administration from the University of Texas at Dallas. She was selected as a director because of her expertise in brand development, digital media, and eCommerce.

*
As previously disclosed, Ms. Lawrence’s resignation from the Board and the Compensation Committee became effective immediately prior to Mr. Haggart’s appointment. Ms. Lawrence currently serves as a non-voting observer to the Board and is expected to be re-appointed to the Board and the Compensation Committee immediately following the conclusion of the Annual Meeting.

Executive Officers

Set forth below is biographical information for each of our current executive officers who is not also a director.

DONNA BLACKMAN Age: 60 Chief Financial Officer			Professional Experience:
			Ms. Blackman has served as the Company’s Chief Financial Officer since July 2022, and she previously served as the Company’s Chief Accounting Officer and Treasurer from May 2020 to June 2022. Prior to joining the Company, she served as the Senior Vice President of Business Operations at BET Networks from May 2017 to January 2019, where she oversaw finance, strategy, research, live events, security, facilities and operations. From July 2013 to May 2017, she held other senior roles at BET Networks, including Senior Vice President and Head of Finance, Senior Vice President, Financial Planning and Analysis and Senior Vice President Finance and Controller. Earlier in her career, Ms. Blackman worked for Marriott International and KPMG in a variety of leadership roles in accounting and finance. Ms. Blackman earned an MBA from the University of Maryland’s Robert H. Smith School of Business and a B.A. in Accounting from North Carolina State University.

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TODD GOLDTHWAITE Age: 56 Managing Director, Portfolio Companies			Professional Experience:
			Mr. Goldthwaite has served as the Company’s Managing Director of Portfolio Companies since January 2022. Prior to this role, he was the Company’s Chief Marketing Officer from November 2017 to January 2022, Senior Vice President of School Management and Services from January 2015 to October 2017, and Vice President of Enrollment Operations from January 2013 to January 2015. Before joining the Company, Mr. Goldthwaite was the Vice President of Operations at Blackboard from January 2011 to January 2013. Earlier in his career, he held several executive roles in sales, marketing, customer service, and operations at MCI, which later became Verizon.

GREERSON G. MCMULLEN, SR. Age: 64 Executive Vice President, General Counsel and Secretary			Professional Experience:
			Mr. McMullen has served as the Company’s Executive Vice President, General Counsel and Secretary since March 2025. Prior to this role, he was the Founder of GGM Legal Consulting from February 2024 to February 2025. From September 2020 to January 2024, he served as General Counsel and Company Secretary at LGC Ltd in London. From October 2016 to January 2020, he was Chief Legal Officer and General Counsel at Coty Inc. Prior to that, he held General Counsel roles at Schweitzer-Mauduit International, The ServiceMaster Company, CNL Hotels & Resorts and Global Signal Inc. He also spent several years with General Electric in various legal positions and began his private-sector legal career at Sullivan & Cromwell in Washington, D.C. and Paris.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Meetings; Attendance at Annual Meetings

Our Board met eight times in person or telephonically during fiscal 2026. Each director serving on the Board in fiscal 2026 attended at least 75% of the total Board and committee meetings to which they were assigned during such director’s term of service. Our policy with respect to director attendance at the annual meeting of stockholders is to encourage, but not require, director attendance. Mr. Rhyu was the only then-serving member of our Board to attend our 2025 annual meeting of stockholders. Our director attendance policy is included in our Corporate Governance Guidelines, which are available on our website at https://investors.stridelearning.com/governance.

Independence of Directors

Our Board has affirmatively determined that, other than Mr. Knowling, who is not independent because he is the CEO of the Company, each of the seven other director nominees is “independent” as defined in the currently applicable listing standards of the NYSE and the rules and regulations of the SEC. In addition, Ms. Lawrence, who served as a director during fiscal 2026 and has temporarily resigned from the Board and is serving as a non-voting Board observer, is “independent” as defined in the currently applicable listing standards of the NYSE and the rules and regulations of the SEC. Effective as of immediately following the conclusion of the Annual Meeting, the Board will increase its size from eight to 10 directors to include Dr. Guttentag and Ms. Lawrence, each of whom is “independent” as defined in the currently applicable listing standards of the NYSE and the rules and regulations of the SEC.

Committees

The standing committees of our Board are the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Academic Committee and Capital Allocation Committee. The specific functions and responsibilities of each committee are set forth in its charter. The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on the Company’s website at https://investors.stridelearning.com/governance and are also available in print to any stockholder who requests them.

In October 2026, the Board established the Capital Allocation Committee to support and make recommendations to the Board regarding the Company’s capital structure and capital allocation strategy.

As of the date of this Proxy Statement, membership on the committees of the Board is as follows:

Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Academic Committee

Capital Allocation Committee

Aida M. Alvarez

X

X

Steven B. Fink

Chair

X

Dylan G. Haggart

X

Co-Chair

Robert E. Knowling, Jr.

X*

Liza McFadden

Chair

X

Brian A. Shepherd

X

X

Co-Chair

Ralph Smith

X

Chair

Joseph A. Verbrugge

X

Chair

*
Mr. Knowling serves as a non-voting member of the Capital Allocation Committee.

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Immediately following the conclusion of the Annual Meeting, we expect membership on the committees of the Board to be as follows:

Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Academic Committee

Capital Allocation Committee

Aida M. Alvarez

X

X

Steven B. Fink

Chair

X

Dr. Steven Guttentag

X

X

Dylan G. Haggart

X

Co-Chair

Robert E. Knowling, Jr.

X*

Allison Lawrence

X

Liza McFadden

Chair

X

Brian A. Shepherd

X

X

Co-Chair

Ralph Smith

X

Chair

Joseph A. Verbrugge

X

Chair

*
Mr. Knowling serves as a non-voting member of the Capital Allocation Committee.

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In furtherance of our goal to improve academic performance, the Board established the Academic Committee in September 2026 and appointed Mr. Smith as Chair of the Academic Committee. As a result of his new role as Chair of the Academic Committee and in light of the Board’s appointment of Brian A. Shepherd to the Audit Committee in July 2026, the Board and Mr. Smith mutually agreed that he should step down from the Audit Committee.

Membership on the committees described below is as of the date of this Proxy Statement.

	AUDIT COMMITTEE
	Members: Messrs. Fink (Chair), Shepherd and Verbrugge
	Number of Meetings: 13, excluding informal meetings throughout the year
	Independence and Qualifications: The Board has determined that each of Messrs. Fink, Shepherd and Verbrugge qualifies as independent under the listing standards of the NYSE and SEC regulations and that each of Messrs. Fink, Shepherd and Verbrugge is an “audit committee financial expert” as defined by the SEC.
	Responsibilities: The Audit Committee has a charter, available on our website at https://investors.stridelearning.com/governance, setting forth its structure, powers and responsibilities. Pursuant to the charter, the Audit Committee is comprised of at least three members appointed by our Board, each of whom satisfies the requirements of independence and financial literacy. Under its charter, the responsibilities of the Audit Committee include, among other things:
				•			selecting an independent registered public accounting firm, including responsibility for the compensation, retention and oversight of the independent registered public accounting firm;
				•			discussing with our independent registered public accounting firm the conduct of the annual audit, the adequacy and effectiveness of our accounting, the effectiveness of internal control over financial reporting and applicable requirements regarding auditor independence;
				•			reviewing and recommending to the Board that the audited financial statements of the Company be included in our Annual Report on Form 10-K;
				•			reviewing and discussing with management quarterly financial statements, earnings press releases and other financial information or earnings guidance provided to analysts and rating agencies;
				•			reviewing and discussing with management significant accounting matters and disclosures;
				•			discussing with management and assessing the Company’s policies with respect to risk assessment and risk management, including the Company’s information technology, privacy and data security risks as informed by semi-annual presentations to the Audit Committee; and
				•			discussing with management the Company’s significant financial risk exposure.
	In addition, our Corporate Governance Guidelines and Audit Committee charter provide that members of the Audit Committee may not serve on the audit committees of more than two other public companies at the same time as they serve on our Audit Committee, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and such determination is disclosed in the Company’s annual proxy statement.

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	COMPENSATION COMMITTEE
	Members: Messrs. Fink, Haggart, Shepherd and Verbrugge (Chair)
	Number of Meetings: Six
	Independence and Qualifications: The Board has determined that each of Messrs. Fink, Haggart, Shepherd and Verbrugge qualifies as independent under the listing standards of the NYSE.
	Responsibilities: The Compensation Committee has a charter, available on our website at https://investors.stridelearning.com/governance, setting forth its structure, powers and responsibilities. These include, among other things:
				•			reviewing the compensation strategy of our Company;
				•			reviewing, approving and recommending corporate goals and objectives relating to the compensation of our CEO, based upon an evaluation of the achievement of these goals, recommending to the Board our CEO’s total compensation;
				•			reviewing and approving salaries, bonuses and other forms of compensation for our other executive officers, including, without limitation, stock options, restricted shares and other forms of equity compensation;
				•			reviewing and recommending to the Board the compensation of our non-employee directors;
				•			considering and adopting changes to our compensation structure as applicable to all non-executive officer employees, including, but not limited to, salaries and benefits;
				•			performing such duties and exercising such authority as may be assigned by the Board, including under the terms of our equity incentive and bonus plans;
				•			reviewing and, if applicable, discussing with management the Company’s programs and practices for human capital management; and
				•			reviewing and adopting, or recommending to the Board for adoption, and overseeing and administering the Company’s compliance with, any Company compensation recovery (“clawback”) policy or compensation recovery policy (including any such policy required by applicable SEC and NYSE rules).

	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
	Members: Mses. Alvarez and McFadden (Chair) and Mr. Smith
	Number of Meetings: Six
	Independence and Qualifications: The Board has determined that each of Mses. Alvarez and McFadden and Mr. Smith qualifies as independent under the listing standards of the NYSE.
	Responsibilities: The Nominating and Corporate Governance Committee has a charter, available on our website at https://investors.stridelearning.com/governance, setting forth its structure, powers and responsibilities. These include, among other things:
				•			recommending to the Board nominees to stand for election at the annual meeting of stockholders and recommending individuals to fill vacancies on the Board;
				•			reviewing the performance of each current director and overseeing the Board in the Board’s annual review of its performance (including its composition and organization) and the performance of management;
				•			reviewing the Board committee structure and recommending to the Board the directors to serve as members of each committee;
				•			making recommendations to the Board regarding governance matters; and
				•			recommending to the Board any proposed change to the Corporate Governance Guidelines.
	The director nomination process and the factors considered by the Nominating and Corporate Governance Committee when reviewing candidates are described below in “Director Nomination Process.”

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	ACADEMIC COMMITTEE
	Members: Mr. Smith (Chair) and Ms. McFadden
	Number of Meetings: Established in September 2026 (no meetings in fiscal 2026)
	Responsibilities: The Academic Committee has a charter, setting forth its structure, powers and responsibilities. Pursuant to the charter, the Academic Committee is comprised of at least two members appointed by our Board. Under its charter, the responsibilities of the Academic Committee include, among other things:
				•			providing input to management on the effectiveness of the Company’s education products and services;
				•			monitoring regulatory risks specific to academics and state accountability standards;
				•			routinely obtaining information, data, and recommendations from management to assist in its decision making on academic and career education matters;
				•			recommending to the Board adequate financial and other Company resources for consideration in connection with the Company’s annual budget process; and
				•			reporting and recommending to the Board any other matters to maximize the Company’s ability to provide an effective education to students enrolled in the schools served by the Company and to fulfill the Company’s education mission.

	CAPITAL ALLOCATION COMMITTEE
	Members: Ms. Alvarez and Messrs. Haggart (Co-Chair), Shepherd (Co-Chair) and Knowling (Non-Voting Member)
	Number of Meetings: Established in October 2026 (no meetings in fiscal 2026)
	Responsibilities: The Capital Allocation Committee has a charter, setting forth its structure, powers and responsibilities. Under its charter, the responsibilities of the Capital Allocation Committee include, among other things, reviewing, evaluating and making recommendations to the Board regarding:
				•			the Company’s capital allocation strategy;
				•			the Company’s use of debt and credit facilities;
				•			the Company’s optimal capital structure;
				•			the Company’s optimal capital allocation framework and the timely return of excess capital to stockholders and timely deployment of other Company cash flow;
				•			the results and performance of significant capital expenditures; and
				•			the Company’s public disclosures and management’s or the Board’s engagement with the Company’s stockholders regarding the foregoing matters.

Director Nomination Process

The Nominating and Corporate Governance Committee may consider the following criteria, as well as any other factors it deems appropriate, in recommending candidates for election to our Board:

• personal and professional integrity, ethics, values and leadership skills;

• experience in corporate management, such as serving as an officer or former officer of a publicly traded company, and a general understanding of marketing, finance, accounting, operations, governance, executive compensation, cybersecurity and other elements relevant to the success of the Company in today’s business environment;

• experience in the Company’s industry and political environment and an understanding of the relevant social and public policy issues facing the Company’s business, strategy and product offerings;

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• whether the candidate has the time required for preparation, participation and attendance at Board meetings and, if applicable, committee meetings;

• potential conflicts of interest with the candidate’s other professional and personal pursuits;

• experience as a board member of another publicly traded company;

• academic or policy expertise in an area of the Company’s operations;

• practical and mature business judgment, including the ability to make independent analytical inquiries; and

• a range and breadth of backgrounds and experiences.

The Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess a mix of the appropriate backgrounds, perspectives, skills and expertise to oversee the Company’s business. Based upon voluntarily reported data, our current eight-member Board has one Hispanic director, two African American directors, five White directors, two female directors, and six male directors. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner and using the same criteria as for other candidates, provided such recommendations are submitted in writing not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary of the preceding year’s annual meeting of stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required to be included in the Company’s proxy statement. Recommendations should be submitted to the Corporate Secretary of the Company at Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA 20190, Attention: General Counsel and Secretary. The Nominating and Corporate Governance Committee will consider the criteria set forth above and other relevant information when evaluating director candidates recommended by stockholders.

Communications with Directors

Stockholders and other interested parties may communicate directly with our Board, individually or as a group, by sending an email to our General Counsel at OGC@K12.com, or by mailing a letter to Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA 20190, Attention: General Counsel and Secretary. Our General Counsel will monitor these communications and provide summaries of all received communications to our Board at its regularly scheduled meetings. Where the nature of a communication warrants, our General Counsel may decide to seek the more immediate attention of the appropriate committee of the Board or an individual director, or our management or independent advisors and will determine whether any response is necessary.

Board Leadership Structure and CEO Transition

Our Board is comprised of independent, accomplished and experienced directors who provide advice and oversight of management to further the interests of the Company and its stockholders. Our governance framework provides the Board with the flexibility to determine an optimal organizational structure for leadership and engagement while ensuring appropriate insight into, and oversight of, the operations, management and strategic issues of the Company.

On July 29, 2026, we appointed Robert E. Knowling, Jr., who previously served as an independent member of our Board, to serve as our CEO, succeeding James J. Rhyu, who ceased serving as CEO and as a member of the Board. We also appointed Steven B. Fink, who previously served as our Lead Independent Director, to serve as our Chair of the Board, effective July 29, 2026. The Board has evaluated its leadership structure and believes that the current leadership structure is appropriate and provides effective independent oversight of management.

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Chief Executive Officer. Our Board elects a CEO who is responsible for the strategic direction and day-to-day leadership and performance of the Company, subject to the overall direction and supervision of the Board and its committees. The CEO is responsible for developing our culture and overall Company vision, managing, overseeing and evaluating the executive officers and other key employees that report directly to the CEO and serving as the principal external spokesperson for the Company. Our CEO is subject to an annual performance evaluation conducted by the Compensation Committee, which reviews, approves and recommends corporate goals and objectives relating to the compensation of our CEO and evaluates the CEO’s achievement of these goals. The Board Chair reviews the results of this annual performance evaluation with the CEO and the Chair of the Compensation Committee.

Board Chair. Our Board elects a chair from among the directors and determines whether to separate or combine the roles of Chair and CEO based on what it believes best serves the needs of the Company and its stockholders at any particular time. Both approaches have been taken depending on the circumstances, and this determination is communicated to stockholders. The determination to elect Mr. Fink as Board Chair was based on a number of factors that made him particularly well-suited for the role. These factors included his service as Chair of our Audit Committee and prior service as our Lead Independent Director, along with his significant experience in operations and financial oversight gained from serving as director and/or chairman for various public and private companies and his understanding of the Company’s business, growth opportunities, challenges and risk management practices. A key role of the Board Chair is to facilitate communications between the CEO and independent directors and the committees of the Board. The Board believes that the Board Chair will provide additional independent oversight of executive management and Board matters.

Role and Responsibilities of the Board Chair include:

• In consultation with our CEO, the Board Chair sets the agenda for the regular and special meetings of the Board, presides at the annual meeting of stockholders and performs such other functions and responsibilities as set forth in the Corporate Governance Guidelines, or as requested by the Board;

• As an independent director serving as the Board Chair, Mr. Fink’s role includes facilitating communications between the CEO and the independent directors and the committees of the Board;

• Mr. Fink serves as the liaison between the Board and the CEO, thereby giving guidance to management in meeting the objectives set by the Board and monitoring compliance with corporate governance policies, including regarding risk management;

• Mr. Fink reviews with the CEO and the Chair of the Compensation Committee the results of the annual performance evaluation of the CEO;

• Additionally, Mr. Fink has the authority to call meetings of the independent directors and chairs meetings and executive sessions of the Board during which no members of management are present. Mr. Fink may also provide input on the structure or design of the Board itself, typically considered through the Board’s Nominating and Corporate Governance Committee; and

• Mr. Fink also serves as a liaison between the Board and stockholders. Mr. Fink meets with stockholders without management present, together with one or more independent directors selected by the Board Chair, if requested by a stockholder and otherwise deemed appropriate by the Board Chair, and reports to the Board regarding any such meetings.

Executive Sessions of the Board. Our Board holds executive sessions without management directors or management present at each regularly scheduled meeting of the Board. The

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independent directors also may meet without management present at other times as requested by any independent director. The Board Chair has the authority to call meetings of the independent directors and chair executive sessions of the Board during which no members of management are present. These meetings are intended to provide the Board Chair with information that he can use to assist the CEO to function in the most effective manner. As Board Chair, Mr. Fink chairs the executive sessions of the Board.

Risk Oversight

Our Board believes full and open communication with management is essential for effective enterprise risk management and oversight. Members of our Board discuss strategy and risks facing the Company with our CEO and other members of our senior management at meetings of the Board, or when members of our Board seek to focus on a particular area of risk. Because our CEO and Board Chair set the agenda for Board meetings, each functional division of the Company can identify and bring to our Board’s or Board committees’ attention risk-related topics that may require added focus, which have included: evolving state curriculum standards, student engagement and retention, education technology, legal and policy matters, information security and succession planning. Our CEO also periodically presents to our Board on the strategic, financial and operational issues facing the Company, which frequently includes a review of associated risks and opportunities.

Management is responsible for identifying, prioritizing, remediating and monitoring the day-to-day management of risks that the Company faces and applying the Company’s disclosure controls and procedures, while our Board, as a whole and through its committees, is responsible for the oversight of enterprise risk management. In fiscal 2026, the Audit Committee continued to work directly with a major independent accounting firm to support the Company’s internal audit function in risk management. This combination provides us with the focus, scope, expertise, alignment and continuous attention necessary for effective risk management and disclosures.

While our Board is ultimately responsible for risk oversight, five of its committees concentrate on specific risk areas:

The Audit Committee oversees financial reporting and internal controls, school and corporate compliance, cybersecurity and operations risk and discusses with management the Company’s policies with respect to those matters. Our internal audit department prepares risk management reports that are provided to the Audit Committee on a quarterly basis, or as needed. The Audit Committee receives regular reports from management, including the Chief Information Security Officer, on our cybersecurity risks. In addition, management updates the Committee on any cybersecurity incidents it considers to be significant or potentially significant. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. In addition, the Audit Committee assists the Board in the oversight of legal risk management. A Legal Compliance and Ethics Committee (consisting of senior management members) maintains a Legal Compliance and Ethics Program, which includes a Chief Compliance Officer. The Legal Compliance and Ethics Committee provides reports to the Audit Committee on the Company’s legal risks and compliance-related matters in the schools we serve and at the corporate level.

Our Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs for both executive and non-executive employees and retains outside compensation and legal experts for that purpose.

Our Nominating and Corporate Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the organization, membership and structure, or design, of the Board, succession planning and corporate governance.

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Our Academic Committee assists our Board in fulfilling its oversight responsibilities with respect to regulatory risks specific to academics and associated state accountability standards.

Finally, our Capital Allocation Committee assists our Board in fulfilling its oversight responsibilities with respect to risks associated with the Company’s capital structure and capital allocation strategy.

The Board committees may retain independent counsel, experts or advisors as provided for in their charters, and the Board as a whole has access to such advisors and such other independent advisors that the Company retains or that the Board considers necessary to discharge its responsibilities, including in connection with risk oversight.

Compensation of Non-Employee Directors

In fiscal 2026, pursuant to our Amended Non-Employee Directors Compensation Plan (“Directors Compensation Plan”), our non-employee directors were eligible to receive annual cash retainers for service on our Board and assigned committees and restricted stock awards. Mr. Rhyu, our former CEO, received no additional compensation for his service on our Board. Mr. Knowling received compensation for his service as a non-employee director during fiscal 2026, as reflected in the table below. Mr. Knowling is no longer eligible to be compensated under the Directors Compensation Plan following his appointment as our CEO.

Pursuant to the terms of the Directors Compensation Plan, in fiscal 2026, each non-employee director received an annual cash retainer of $70,000, the Lead Independent Director, if applicable, received an additional $50,000, the non-executive Chair of our Board, if applicable, received an additional $100,000, and each non-employee director received an additional amount for each committee on which the non-employee director serves, as shown below:

				Additional Cash Retainer
	Committee			Chair			Member
	Audit Committee			$35,000			$10,000
	Compensation Committee			$25,000			$10,000
	Nominating and Corporate Governance Committee			$15,000			$10,000

On the date of each annual meeting of stockholders, each non-employee director is eligible to receive an annual restricted stock award valued at $250,000 as of the grant date, with the shares of our Common Stock underlying such awards vesting fully on the earlier of (a) one year from the date of grant, or (b) the date of the next annual meeting of our stockholders occurring after the date of grant. In addition, the restricted stock awards vest on an accelerated basis upon a non-employee director’s termination of service by reason of death, disability or upon a change in control of the Company. The annual cash retainer, including the committee fees, and the annual restricted stock awards may be deferred in the form of deferred stock units under our Deferred Compensation Plan for Non-Employee Directors (“Directors Deferred Compensation Plan”).

In September 2026, the Board approved modifying the Directors Compensation Plan to reflect the establishment of the Academic Committee in September 2026. Any non-employee director who serves on the Academic Committee will receive an additional cash retainer of $10,000 per year, if they are a member, or $25,000 per year, if they are the chair.

In October 2026, the Board approved modifying the Directors Compensation Plan to reflect the establishment of the Capital Allocation Committee in October 2026. Any non-employee director who serves on the Capital Allocation Committee will receive an additional cash retainer of $10,000 per year, if they are a member, or $15,000 per year, if they are the chair (including co-chairs).

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Fiscal 2026 Director Compensation Table

The following table sets forth the compensation paid to our non-employee directors for their services during fiscal 2026, including amounts that were deferred under the Directors Deferred Compensation Plan:

	Name			Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Total ($)
	Aida M. Alvarez(2)			80,000			250,000			330,000
	Steven B. Fink(3)			165,000			250,000			415,000
	Robert E. Knowling, Jr.(4)			71,168			250,000			321,168
	Allison Lawrence(5)			80,000			250,000			330,000
	Liza McFadden(6)			85,000			250,000			335,000
	Ralph Smith(7)			85,534			254,512			340,046
	Joseph A. Verbrugge(8)			105,000			250,000			355,000

(1)
Represents the aggregate grant date fair values of restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. On December 4, 2025, each non-employee director who held such position on the date of the annual meeting was eligible to receive a restricted stock award as discussed above. Mr. Verbrugge, Ms. Lawrence, and Mr. Smith elected to receive their awards in deferred stock units under the Directors Deferred Compensation Plan. Mr. Smith has elected to receive a portion of his cash retainer in deferred stock units.

(2)
As of June 30, 2026, Ms. Alvarez held 4,097 unvested restricted shares.

(3)
As of June 30, 2026, Mr. Fink held 4,097 unvested restricted shares.

(4)
Mr. Knowling was re-appointed to our Board effective September 16, 2025, and his cash compensation was prorated for the period from the date of appointment to December 31, 2025. As of June 30, 2026, Mr. Knowling held 4,097 unvested restricted shares.

(5)
As of June 30, 2026, Ms. Lawrence held 4,097 unvested deferred stock units.

(6)
As of June 30, 2026, Ms. McFadden held 4,097 unvested restricted shares.

(7)
As of June 30, 2026, Mr. Smith held 4,097 unvested deferred stock units.

(8)
As of June 30, 2026, Mr. Verbrugge held 4,097 unvested deferred stock units.

Please see the Security Ownership by Certain Beneficial Owners and Management table below for additional information on the beneficial ownership of our Common Stock by each of our directors.

Director Stock Ownership Guidelines

The Company encourages each non-employee director to purchase shares of our Common Stock and to maintain a minimum ownership level during his or her tenure to foster alignment with our stockholders. To reinforce this objective, we maintain minimum director stock ownership guidelines for all of our non-employee directors. Pursuant to those guidelines, non-employee directors must hold shares of our Common Stock equal to five times the annual cash retainer. Non-employee directors must be in compliance with this policy by five years after they begin service on our Board. As of the date of this Proxy Statement, all of our non-employee directors are in compliance with this policy or are within the period to accumulate the specified level of ownership.

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Deferred Compensation Plan for Non-Employee Directors

Our non-employee directors may elect, pursuant to our Directors Deferred Compensation Plan, to defer payment of all or a portion of their cash and equity compensation for service on our Board. In the case of a deferral of an equity award, the non-employee director is granted an equal amount of deferred stock units in lieu of restricted shares. Deferred stock units granted in lieu of a restricted stock award are subject to the same vesting requirements or other restrictions that would have applied to such restricted stock award.

In the case of a deferral of cash compensation, the non-employee director receives a number of deferred stock units equal to the amount of the cash compensation being deferred, divided by the per-share closing price of a share of our Common Stock on the date that the cash compensation would have been paid but for the deferral. Deferred stock units credited in lieu of cash compensation are fully vested.

Deferred stock units generally become payable, in a lump sum, within 90 days of the date the non-employee director no longer serves on our Board. Deferred stock units are settled in shares of our Common Stock or cash, at the Company’s discretion.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board oversees the management of the Company and its business for the benefit of our stockholders in order to enhance stockholder value over the long term and to achieve its educational mission. The Board has adopted Corporate Governance Guidelines to assist it in the exercise of its responsibilities. The Guidelines are reviewed annually and periodically amended as the Board enhances the Company’s corporate governance practices. The Board has also adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees. The purpose of this code is to promote honest and ethical conduct for conducting the business of the Company, consistent with the highest standards of business ethics. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our website at https://investors.stridelearning.com/governance.

Our corporate governance and business conduct best practices include:

• regular executive sessions of non-management directors;

• independent directors except our CEO;

• an independent Board Chair with delineated authority and responsibility;

• an over-boarding policy limiting other board service;

• non-employee director and executive officer stock ownership guidelines; and

• a policy prohibiting hedging, pledging and short sales of our securities.

We intend to satisfy the disclosure requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”), regarding any amendment to, or waiver from a material provision of our Code of Business Conduct and Ethics involving our principal executive, financial or accounting officer or controller by posting such information on our website.

Related Party Transactions

We recognize that related party transactions present a heightened risk of conflicts of interest and have adopted a written policy to which all related party transactions shall be subject. Pursuant to the policy, the Audit Committee of our Board, or in the case of a transaction in which the aggregate amount is, or is expected to be, in excess of $250,000, the Board, will review the relevant facts and circumstances of all related party transactions, including, but not limited to: (i) whether the transaction is on terms comparable to those that could be obtained in arm’s length

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dealings with an unrelated third party; (ii) the extent of the related party’s interest in the transaction; and (iii) whether the transaction is consistent with the conflicts of interest and corporate opportunity provisions of the Company’s Code of Business Conduct and Ethics. Pursuant to the policy, no director, including the Chair of the Audit Committee, may participate in any approval of a related party transaction to which he or she is a related party. The Board or Audit Committee, as applicable, will then, in its sole discretion, either approve or disapprove the transaction.

Certain types of transactions, which would otherwise require individual review, have been pre-approved by the Audit Committee. These types of transactions include, for example: (i) compensation to an officer or non-employee director where such compensation is required to be disclosed in our proxy statement; (ii) transactions where the interest of the related party arises only by way of a directorship or minority stake in another organization that is a party to the transaction; and (iii) transactions involving competitive bids or fixed rates. Material related party transactions are required to be disclosed to the full Board. Additionally, pursuant to the terms of our related party transaction policy, all related party transactions are required to be disclosed in our applicable filings with the SEC, to the extent required by applicable SEC rules and regulations. We have established internal policies relating to disclosure controls and procedures, which include policies relating to the reporting of related party transactions that must be pre-approved under our related party transactions policy.

Pursuant to the Cooperation Agreement, the Company will reimburse the Investor Group for its out-of-pocket costs and expenses incurred on or prior to October 8, 2026, in connection with the subject matter of the Cooperation Agreement, subject to a maximum aggregate dollar cap of $1,200,000. Mr. Haggart is a member of our Board and serves as the managing partner of Fivespan and the managing member of Fivespan Partners GP, LLC, and Fivespan and Fivespan Partners GP, LLC are the investment manager and general partner of the investment manager, respectively.

Compensation Committee Interlocks and Insider Participation

During all or a portion of fiscal 2026, Messrs. Fink, Knowling and Verbrugge and Ms. Lawrence served on our Compensation Committee. During fiscal 2026, there were no interlocking relationships existing between members of our Board and our Compensation Committee and members of the board of directors or the compensation committee of any other company. No member that served on the Compensation Committee during all or a portion of fiscal 2026 was an officer or employee of the Company during fiscal 2026 or a former officer of the Company or has any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. In addition, no executive officer of the Company served on any board of directors or compensation committee of any other entity whose executive officers served on the Compensation Committee or as a director of the Company at any time during fiscal 2026.

Audit Committee Report

In accordance with a written charter adopted by the Board, the Audit Committee, or the “Committee,” assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s financial reporting processes and its internal audit function. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and for assessing the effectiveness of the Company’s internal control over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board and for issuing reports thereon.

In this context, the Committee has met and held discussions with management, the independent auditors and internal audit, as well as legal counsel. Management represented to the

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Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, the Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence and has discussed with the independent auditors the auditors’ independence from the Company and its management.

The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s accounting principles.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements of the Company for the fiscal year ended June 30, 2026, in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the SEC on August 4, 2026.

Members of the Audit Committee

Steven B. Fink (Chair)

Brian A. Shepherd

Ralph Smith

Joseph A. Verbrugge

The foregoing report is not “soliciting material,” shall not be deemed “filed” and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Exchange Act (together, the “Acts”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

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Independent Registered Public Accounting Firm Fees and Services

KPMG was the Company’s independent registered public accounting firm for the fiscal years ended June 30, 2026 and June 30, 2025 (“fiscal 2025”). The following table presents fees for professional services rendered to the Company by KPMG for our fiscal 2026 and fiscal 2025:

				2026			2025
	Audit Fees			$1,650,000			$1,575,000
	Audit-Related Fees			$—			$—
	Tax Fees			$3,007			$—
	All Other Fees			$—			$—
	Total			$1,653,007			$1,575,000

Audit fees are for professional services for the Company’s annual audit, including the audit of internal control over financial reporting for fiscal 2026 and fiscal 2025, reviews of the interim financial statements included in the Company’s quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. In fiscal 2026, Tax Fees include permissible compliance services provided for one of the Company’s international subsidiaries.

The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent auditors in that, under the Audit Committee charter, all auditor engagements must be approved in advance by the Audit Committee. All of the services provided to the Company by KPMG during fiscal 2026 and fiscal 2025 were pre-approved by the Audit Committee.

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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

(Proposal 2)

The Audit Committee has appointed KPMG as the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2027. Although ratification is not required by law, our Board believes that our stockholders should be given the opportunity to express their view on the subject. While not binding on the Audit Committee, if our stockholders do not ratify this appointment, the appointment will be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of KPMG is expected to attend the Annual Meeting, and this representative will be provided with an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions from stockholders, if any.

As previously disclosed in our Current Report on Form 8-K filed on August 20, 2024, on August 15, 2024, the Audit Committee approved the engagement of KPMG as the Company’s independent registered public accounting firm for fiscal 2025 and the dismissal of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm, each effective immediately.

BDO’s reports on the Company’s consolidated financial statements and internal control over financial reporting, which were included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“fiscal 2024”), and reports on the Company’s consolidated financial statements and internal control over financial reporting, which were included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“fiscal 2023”), did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports of BDO dated August 15, 2023 noted that BDO audited the Company’s internal control over financial reporting as of June 30, 2023 and expressed an adverse opinion thereon due to a material weakness in internal control over financial reporting relating to a lack of effective information technology general controls related to user access, program change, and data processing over information technology systems used by the Company for financial reporting.

During fiscal 2024 and fiscal 2023, and the subsequent interim period through August 15, 2024, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to BDO’s satisfaction, would have caused BDO to make reference thereto in BDO’s reports; and (ii) other than the material weakness noted above, no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During fiscal 2024 and fiscal 2023, and the subsequent interim period through August 15, 2024, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The affirmative vote of the holders of a majority in voting power held by the stockholders present in person or represented by proxy at the Annual Meeting is required to ratify the appointment of KPMG as the Company’s independent registered public accounting firm.

OUR BOARD RECOMMENDS YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2027.

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ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

(Proposal 3)

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to cast a non-binding advisory vote to approve the fiscal 2026 compensation of our NEOs, as disclosed in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate and retain our NEOs, who are critical to our success. Under this program, our NEOs are rewarded for the achievement of specific annual, long-term and strategic goals, and the realization of increased stockholder value. Please read the “Compensation Discussion and Analysis” and the compensation tables that follow for additional details about our executive compensation program, including information about the fiscal 2026 compensation of our NEOs, our engagement with stockholders in fiscal 2026 relating to our executive compensation program and the responsive actions we have taken in and subsequent to fiscal 2026.

We are asking our stockholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote FOR the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion is hereby APPROVED.”

The Say-on-Pay vote is advisory and, therefore, not binding on the Company, our Compensation Committee, or our Board. Our Board and our Compensation Committee value the opinions of our stockholders, and to the extent there is a significant vote against the NEO compensation, as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and will evaluate what, if any, further actions are necessary to address those concerns. We expect to hold our next Say-on-Pay vote at our 2027 Annual Meeting.

The affirmative vote of the holders of a majority in voting power held by the stockholders present in person or represented by proxy at the Annual Meeting is required to approve the compensation of our NEOs.

OUR BOARD RECOMMENDS YOU VOTE “FOR” THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NEOs, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 19, 2026, certain information with respect to the beneficial ownership of Common Stock by each beneficial owner of more than 5% of the Company’s voting securities (based solely on review of filings with the SEC), each director and each NEO and all directors and executive officers of the Company as a group, except as qualified by the information set forth in the notes to this table. To our knowledge, except as noted below, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s voting securities. As of October 19, 2026, 42,048,853 shares of our Common Stock were outstanding.

Unless otherwise noted, the address for each director and executive officer is c/o Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA 20190.

				Shares Beneficially Owned(1)
				Shares of Common Stock			Percent
	James J. Rhyu(2)			733,227			1.7%
	Donna Blackman(3)			194,892			*
	Todd Goldthwaite(4)			28,019			*
	Greerson G. McMullen, Sr.(5)			24,035			*
	Robert E. Knowling, Jr.(6)			140,541			*
	Aida M. Alvarez(7)			48,162			*
	Steven B. Fink(8)			179,969			*
	Liza McFadden(9)			34,633			*
	Brian A. Shepherd (10)			1,216			*
	Ralph Smith(11)			14,613			*
	Joseph A. Verbrugge(12)			17,212			*
	Dylan G. Haggart(13)			1,362,308			3.2%
	All Directors and Executive Officers as a Group (11 persons)(14)			2,045,600			4.9%
	BlackRock, Inc.(15)			6,328,370			15.1%
	Vanguard Portfolio Management(16)			2,345,124			5.6%
	Janus Henderson Group plc(17)			2,277,279			5.4%
	Vanguard Capital Management(18)			2,151,979			5.1%
	Dimensional Fund Advisors LP(19)			2,093,875			5.0%

*
Denotes less than 1%.

(1)
Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person or entity exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, to our knowledge, each stockholder identified in the table possesses sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by the stockholder. The number of shares beneficially owned by a person or entity includes shares of Common Stock subject to options held by that person or entity that are currently exercisable or exercisable within 60 days of October 19, 2026 and not subject to repurchase as of that date. Shares issuable pursuant to options and deferred stock units are deemed outstanding for calculating the percentage ownership of the person holding the options but are not deemed outstanding for the purposes of calculating the percentage ownership of any other person.

(2)
Includes 0 unvested shares of restricted Common Stock that are subject to forfeiture.

(3)
Includes 40,655 unvested shares of restricted Common Stock that are subject to forfeiture.

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(4)
Includes 7,472 unvested shares of restricted Common Stock that are subject to forfeiture.

(5)
Includes 20,710 unvested shares of restricted Common Stock that are subject to forfeiture.

(6)
Includes 138,087 unvested shares of restricted Common Stock that are subject to forfeiture.

(7)
Includes 4,097 unvested shares of restricted Common Stock that are subject to forfeiture.

(8)
Includes 4,097 unvested shares of restricted Common Stock that are subject to forfeiture. Mr. Fink has voting and investment control with respect to the securities held by S&C Fink Living Trust.

(9)
Includes 4,097 unvested shares of restricted Common Stock that are subject to forfeiture

(10)
Includes 1,094 unvested shares of restricted Common Stock that are subject to forfeiture.

(11)
Includes 4,097 deferred stock units that are subject to forfeiture.

(12)
Includes 4,097 deferred stock units that are subject to forfeiture.

(13)
Mr. Haggart serves as the managing partner of Fivespan and the managing member of Fivespan Partners GP, LLC, which in turn serve as the investment manager and general partner of the investment manager, respectively. In such capacity, Mr. Haggart exercises voting and investment power over the shares held by Fivespan Partners Fund, Ltd and may therefore be deemed to beneficially own such shares.

(14)
Includes 220,309 unvested shares of restricted Common Stock and 8,194 deferred stock units. The unvested shares of restricted Common Stock and deferred stock units are subject to forfeiture.

(15)
Based solely on publicly available filings with the SEC, including the Schedule 13G/A filed on April 30, 2025. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(16)
Based solely on publicly available filings with the SEC, including the Schedule 13G filed on April 29, 2026. The address for Vanguard Portfolio Management is 100 Vanguard Blvd., Malvern, PA 19355.

(17)
Based solely on publicly available filings with the SEC, including the Schedule 13G filed on May 15, 2026. The address for Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom.

(18)
Based solely on publicly available filings with the SEC, including the Schedule 13G filed on April 30, 2026. The address for Vanguard Capital Management is 100 Vanguard Blvd., Malvern, PA 19355.

(19)
Based solely on publicly available filings with the SEC, including the Schedule 13G filed on October 8, 2026. The address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

	Section			Page
	Executive Summary			35
	What Guides our Program			43
	Compensation-Setting Process			45
	Fiscal 2026 Executive Compensation Program in Detail			48
	Severance and Change in Control Arrangements			56
	Knowling Employment Letter Agreement			57
	Other Executive Compensation Practices and Policies			57

This section sets forth the objectives and elements of our executive compensation program, describes the related processes of our Compensation Committee (the “Committee”) and discusses the compensation earned or received by and paid to our NEOs for fiscal 2026. For fiscal 2026, our NEOs and their positions were:

	Named Executive Officer			Role
	James J. Rhyu(1)			Former CEO and Executive Chair
	Donna Blackman			Chief Financial Officer
	Todd Goldthwaite			Managing Director, Portfolio Companies
	Greerson G. McMullen, Sr.			Executive Vice President, General Counsel and Secretary

(1)
Mr. Rhyu ceased serving as CEO on July 29, 2026.

Executive Summary

Fiscal 2026 Overview - Where We Are Today

Fiscal 2026 was a year of meaningful progress for Stride. We continue to see strong demand for our programs, made progress on a number of strategic priorities and delivered solid financial results and operational performance. We achieved our 10th straight year of revenue growth and delivered record profitability. Sustained demand for our online educational solutions led to year-over-year enrollment growth of just over 4%. We increased net income by more than 17% and Adjusted EBITDA by more than 8%.¹ We believe that our business remains uniquely positioned to help the academic community by offering a meaningful education experience for students, families and school districts, as the world continues to change.

From our inception in 1999, we have offered curriculum, instructional support services and products through our educational platform, which is designed to facilitate individualized learning for students in kindergarten through 12^th grade. We have also expanded our offerings to address the nation’s growing skills and labor gap.

Looking ahead, we are well positioned to build on this progress under new leadership. In July 2026, Robert E. Knowling, Jr. was appointed as our CEO. Mr. Knowling has a 30-year track record leading business transformation, improving operating execution, and successfully scaling organizations across the education and technology sectors. Under the oversight of the Board, Mr. Knowling has initiated a comprehensive review spanning the Company’s strategy, operations,

1
Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure is provided in Appendix A.

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technology and capital allocation, focused on ensuring that the right priorities, initiatives, and organizational structure are in place to best position the Company for profitable growth and to deliver on its mission of helping learners of all ages reach their potential through inspired teaching and personalized learning.

Fiscal 2026 Business Highlights

The Committee believes that performance-based compensation incentivizes our executive officers to promote the overall success of our business and aligns management’s interests with those of our stockholders. Consistent with this philosophy, we reward our executive officers for great performance relative to our key financial and operational metrics that drive stockholder value creation.

Fiscal 2026 highlights include:

• Strong Operating Performance. We set rigorous goals for the financial performance metrics under our fiscal 2026 Executive Bonus Plan and long-term incentive performance awards and delivered solid results for the year. The following table illustrates our financial performance for fiscal 2026 (in millions).

	Metric			Fiscal 2026 Actual Performance			Fiscal 2025 Actual Performance			Percentage Increase over Fiscal 2025
	Revenue			$2,518.1			$2,405.3			4.7%
	Income from Operations			$450.8			$360.1			25.2%
	Net Income			$338.2			$287.9			17.5%
	Adjusted Operating Income			$498.4			$466.2			6.9%
	Adjusted EBITDA			$617.6			$571.0			8.2%

Please refer to the discussion titled “Fiscal 2026 Executive Compensation Program in Detail” beginning on page 48 for a discussion of how Adjusted Operating Income and Adjusted EBITDA, non-GAAP financial measures, are calculated. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in Appendix A.

• Solid Demand for Offerings. We continue to see solid demand for our full-time, online educational offering, finishing our fourth quarter fiscal 2026 with approximately 244,000 students. Parents, families and students continue to seek alternatives to the current educational system with surveys showing 75% of parents considered, searched for, or enrolled at least one of their children in a new or different school within the past year, which is the highest level recorded in five years.

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Fiscal 2026 Financial Results

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Fiscal 2026 Executive Compensation Program Highlights

Our executive compensation program for fiscal 2026 largely retained the same design used in fiscal 2025.

• No Base Salary Increases, Except for our General Counsel. Our NEOs did not receive base salary increases for fiscal 2026, except for our General Counsel, who received a base salary increase to $500,000, within the competitive range of the peer group.

• No Target Bonus Increases. Our NEOs did not receive increases in their target annual bonus opportunities (as a percentage of base salary) for fiscal 2026.

• Annual Bonus Payments Tied to Financial Performance. Our NEOs’ annual bonus for fiscal 2026 was measured based on the attainment of pre-established targets for two metrics, revenue and Adjusted EBITDA (with each metric equally weighted), other than in the case of Mr. Goldthwaite. Mr. Goldthwaite’s bonus was also measured based on the attainment of a value driver revenue metric (as further described below). Actual performance resulted in a payout of 64% of target for NEOs (other than Mr. Goldthwaite) and 25% of target for Mr. Goldthwaite.

• Long-Term Incentive Mix Weighted Towards Performance-Based Awards. Reinforcing our alignment with pay for performance, for fiscal 2026 60% of the total annual equity award value granted to our NEOs (or 70% in the case of our former CEO, Mr. Rhyu) was granted as performance stock unit (“PSU”) awards tied to three-year performance metrics related to financial performance (adjusted operating income) and stock price growth (and, in the case of Mr. Goldthwaite, value driver revenue for fiscal 2028), and the remaining 40% (or 30% in the case of Mr. Rhyu) was granted as restricted stock awards (“RSAs”). More detail regarding these metrics is included in the section labeled “Fiscal Year 2026 PSU Award Performance Metrics.”

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Compensation Mix

The following charts illustrate the target total direct compensation mix of our former CEO and our other NEOs for fiscal 2026. These charts show that a majority of our NEOs’ target total direct compensation opportunities was performance-based (70% for Mr. Rhyu and an average of 58% for our other NEOs).

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Good Governance Practices

We employ certain policies and practices to align our executive officers’ compensation with stockholder interests. Listed below are the key compensation policies and practices we employ and certain policies and practices we do not employ because we believe they would not serve the long-term interests of our stockholders.

What We Do						What We Don’t Do
✔			Pay for Performance. A significant portion of our executive officers’ target total direct compensation is not guaranteed but is linked to our financial and operational performance. In fiscal 2026, in the case of our former CEO, 70% of his target total direct compensation opportunity was performance-based, while 30% was retention-oriented. As for our other NEOs, on average, 58% of their target total direct compensation opportunity was performance-based, while 42% was retention-oriented.			✘			No Guaranteed Bonuses or Equity Awards. Except for sign-on bonuses paid in connection with hiring a new executive officer, which are typically subject to pro-rated repayment in the event of voluntary resignation within the first year of employment, we do not pay guaranteed bonuses and have no guaranteed equity-based awards. This ensures that we are able to base all compensation awards (other than retention-based equity awards) on measurable performance-based objectives and operational results.
✔			Align Compensation to Growth in Stockholder Value. A portion of our multi-year long-term equity incentive program is tied to growth in our stock price which directly aligns to stockholder interests.			✘			No Excessive Executive Perquisites. We provide nominal perquisites to our executive officers, which are limited to payment of supplemental long-term disability and life insurance premiums, the opportunity to receive a Company-paid physical examination and, when appropriate, reimbursement of relocation expenses and temporary housing expenses.
✔			Establish Performance Objectives Aligned to Business Strategy. Our Executive Bonus Plan and long-term equity incentive program utilize performance-based objectives that the Committee believes are rigorous and challenging.			✘			No Tax Reimbursements or Gross-Ups. We do not provide income tax “gross-ups” for personal or broad-based benefits nor excise tax “gross-ups” for change in control payments or benefits.
✔			Target Pay Competitively. We seek to target total direct compensation within a competitive range of our compensation peer group and seek to deliver greater compensation only for superior performance.			✘			No Pension or Supplemental Retirement Plans. We do not provide retirement benefits to our executive officers that reward longevity rather than contributions to Company performance.
✔			Use Meaningful Vesting Conditions to Promote Retention. Performance-based equity awards under our long-term equity incentive program are earned and vest only to the extent that the applicable performance targets are attained and remain subject to additional time-based vesting thereafter to encourage retention if the performance period is less than three years. Generally, time-based RSAs vest over three years, with a greater percentage of the award vesting in years two and three to further promote retention.			✘			No Repricing of Stock Options without Stockholder Approval. Our Amended and Restated 2016 Equity Incentive Award Plan expressly prohibits repricing of stock options without stockholder approval.

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What We Do						What We Don’t Do
✔			Carefully Consider Stockholder Input. We engage in dialogue with our stockholders on executive compensation matters upon request. Ongoing enhancements to our executive compensation program are influenced by these discussions.			✘			No “Single Trigger” Cash Change in Control Payments. We maintain a “double trigger” policy with respect to cash severance, whereby severance in connection with a change in control of the Company also generally requires a qualifying termination of employment.
✔			Maintain a Clawback Policy. We maintain a compensation recovery policy as required by Rule 10D-1 under the Exchange Act and the corresponding listing standards of the NYSE, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement.			✘			No Hedging or Pledging. Our Policy Statement for the Prevention of Insider Trading specifically prohibits short sales, hedging, pledging and margin transactions, and our Amended and Restated 2016 Equity Incentive Award Plan prohibits pledging of any award granted under the plan unless otherwise permitted by the plan Administrator.
✔			Require Mandatory Stock Ownership. All of our executive officers and our non-employee directors are required to maintain a minimum ownership level of our Common Stock. These minimum share ownership requirements are five times base salary for our CEO, three times base salary for all other executive officers and five times the annual cash retainer for our non-employee directors.
✔			Perform Competitive Market Analysis. The Committee reviews a competitive market analysis of our executive officers’ compensation prepared by its independent compensation consultant prior to making annual executive compensation decisions.
✔			Analyze Compensation Program Risk. We review our executive and other compensation programs annually to ensure that they do not encourage excessive or unnecessary risk taking.

Say-on-Pay Results and Stockholder Engagement

At our 2025 annual meeting of stockholders, approximately 82% of the votes cast (excluding abstentions and broker non-votes) voted to approve the compensation of our NEOs for fiscal 2025. The Committee believes this advisory vote affirmed stockholder support of actions taken with respect to executive compensation for fiscal 2025, and, therefore, the Committee did not fundamentally change the executive compensation program in fiscal 2026. However, even with this high level of support, the Committee continues to engage with and gather feedback from our stockholders and, where appropriate, may implement additional changes in our executive compensation program in an effort to further enhance its effectiveness and the competitiveness of our pay relative to our peers, and to continue to align compensation with the interests of our stockholders. The Committee will continue to consider the outcome of our annual say-on-pay votes when making future compensation decisions for our executive officers, and the Company will continue to engage with and seek feedback from our stockholders to understand their views on our executive compensation program. Any written feedback received from stockholders on our executive compensation program is shared with the Board.

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What Guides Our Program

Our Principles-Based Philosophy

Our executive compensation program is guided by the following principles that we seek to incorporate in our executive pay practices:

Link Compensation to Performance and Stockholder Interests			Compensation levels should reflect our actual performance, consistent with our business strategy, and be aligned with stockholder interests. Compensation programs should also reflect best practices and stockholder input.
Engage Independent Compensation Consultant			The Committee engages an independent compensation consultant to advise the Committee and evaluate the alignment of pay and performance relative to our compensation peer group and compensation-related risk.
Maintain Competitive Compensation Levels			Levels of compensation should be competitive with those in our peer group, as well as comparable companies in the technology industry to attract, retain and reward our executives and other employees.
Reflect our Industry Circumstances and Unique Business			We strive to tailor our executive compensation program to take account of the interests of our stockholders and our industry as we execute on our long-term financial and operational business strategy.

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Pay Versus Performance

Our performance assessment framework and executive compensation program is designed to link pay and performance in the following ways:

	Metric			Determination and Link to Performance			Purpose
	Base Salary			Evaluated annually by the Committee and reviewed in light of competitive market pay practices, retention, and each individual’s experience and critical skills.			Provide an annual income necessary to retain our executive officers.
	Executive Bonus Plan			Annual performance determines payments. Ties a meaningful portion of target annual cash compensation to attaining pre-established performance goals.			Focus our executive officers on attaining financial, operational and strategic performance objectives from year to year.
	Long-Term Incentives			Time-based restricted stock awards: Encourage retention of our executive officers by vesting over three years. Performance-based restricted stock unit awards: Performance targets are established based on meaningful and rigorous metrics that drive stockholder value creation. No awards will be earned if performance fails to achieve threshold performance level.			Enhance retention of key executive officers who drive consistent performance. Motivate and reward our executive officers for achievement of long-term performance objectives that increase stockholder value.
	Other Compensation			Our executive officers may participate in benefit programs on the same terms as our other employees, such as health and welfare benefit plans, a 401(k) plan, life insurance and executive life and disability plans. Our executive officers may elect to participate in a non-qualified deferred compensation plan providing tax-efficient savings but receive no additional Company contributions. Premiums for executive life and disability insurance benefits are paid by the Company, as is the cost of an annual executive physical exam.			Provides benefits having high perceived values and offers tax advantages.

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Compensation-Setting Process

Role of the Committee

The Committee is responsible for overseeing our executive compensation program, as specified in its charter. The Committee’s role includes:

• Determining and recommending the compensation for our CEO and non-employee directors, subject to approval by the independent members of our Board;

• Evaluating and approving our CEO’s recommendations for the compensation of our executive officers (other than our CEO); and

• Proposing revisions to the Committee’s charter for our Board’s approval to ensure compliance with SEC rules and NYSE listing standards.

In performing its responsibilities with respect to approving the compensation of our executive officers (other than our CEO), the Committee considers a number of factors. These factors include information provided by its independent compensation consultant, a competitive market analysis

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based on data from our compensation peer group and regarding the compensation practices of competitors and other relevant companies prepared by its independent compensation consultant, advice from outside legal counsel specializing in executive compensation, tally sheets showing prior compensation awards, the recommendations of our CEO (other than his own compensation) and an assessment of the outstanding equity holdings of our executive officers. The Committee also takes into account feedback from different stakeholders, including our stockholders and the major proxy advisory firms.

Role of Senior Management

Our management, under the leadership of our CEO, plays an important role in establishing and maintaining our executive compensation program. Management’s role includes recommending plans and programs to the Committee, implementing the Committee’s decisions and administering executive compensation plans, including our Executive Bonus Plan and long-term incentive compensation awards program. Our CEO provides information on the individual performance of our NEOs and other executive officers and makes recommendations to the Committee on compensation levels (other than his own compensation). Our CEO is not present when the Committee discusses and determines recommendations regarding his compensation.

Role of Compensation Consultant

The Committee’s charter gives it the authority to retain and approve fees and other terms of engagement for compensation consultants and other advisors to assist it in performing its duties. In fiscal 2026, the Committee continued to retain Compensia, a national compensation consulting firm, as its compensation consultant. Compensia’s work for the Committee included, among other services, a review and update of the compensation peer group, preparation of a competitive executive compensation market analysis based on an assessment of the compensation practices of the companies in the compensation peer group and companies in adjacent industries, a review and analysis of the compensation of the non-employee members of our Board and a review and report on the risk profile of our executive compensation program. Compensia also provides the Committee with assessments of the Company’s executive compensation policies and practices and makes recommendations based on best practices. In addition, Compensia meets on a frequent basis with the Chair of the Committee to discuss many compensation matters, including, but not limited to, compensation strategy, trends and to review the policies and viewpoints of the major proxy advisory firms. Compensia reports directly to the Committee, which annually reviews its performance, independence and fees. In fiscal 2026, the Committee assessed Compensia’s independence and concluded that Compensia’s work for the Committee did not raise any conflict of interest.

Assessing Competitive Market Data

The Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. To assess our executive compensation against the competitive market, the Committee reviews and considers an analysis of the compensation levels and practices of a select group of peer companies. In certain cases, this peer group data was supplemented by broader competitive market analyses.

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For purposes of reviewing and updating the compensation peer group for fiscal 2026, Compensia engaged in discussions with the Committee about the peer selection process and additional discussions with management. In evaluating the composition of our peer group for fiscal 2026, the Committee considered the following primary factors which are intended to identify a reasonable group of peers from a number of related industry sectors for consideration in our unique situation, where there are, at present, no other publicly traded providers of online and blended schools in the kindergarten through 12th grade market:

• Industry and business focus – publicly-traded companies in the education services, software and human resources or employment services sectors;

• Revenue - companies with revenue ranging from approximately 0.4x to approximately 3.0x the Company’s last four quarters revenue (which produced a target range of approximately $915 million to $6.8 billion);

• Market capitalization - companies with market capitalizations ranging from approximately 0.25x to approximately 7.0x the Company’s market capitalization (which produced a target range of approximately $1.4 billion to $39.9 billion);

• Companies with subscription business models;

• Companies in industries suggested by members of the executive team; and

• Companies in the gaming/artificial intelligence industries.

Based on these criteria and the informed judgment of the Committee, two companies were removed from the then-current compensation peer group (Kforce and Smartsheet), and one company was added to the peer group (Okta) to better align with the Company’s ongoing business focus.

Accordingly, the Committee approved the following compensation peer group for fiscal 2026:

	ACI Worldwide			Laureate Education			SS&C Technologies
	Adtalem Global Education			Match Group			Strategic Education
	Blackbaud			Nutanix			Teradata
	DocuSign			Okta			Yelp
	Dynatrace			RingCentral
	Informatica			Roku

At the beginning of fiscal 2026, Compensia used this peer group to prepare an analysis for the Committee that compared the compensation levels of our executive officers to comparable executive positions at the companies in the peer group. The Committee used data drawn from the companies in our compensation peer group to evaluate the competitive market when reviewing and adjusting the target total direct compensation packages for our NEOs, including annual base salary, target annual bonus opportunities, and long-term incentive compensation opportunities, for fiscal 2026. At the time of peer group approval, the Company was positioned between the 50^th and 75^th percentiles in terms of both market capitalization and revenue.

The Committee reviews our compensation peer group regularly and makes adjustments to its composition annually, taking into account changes in both our business and the businesses of the companies in the peer group.

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Fiscal 2026 Executive Compensation Program in Detail

Base Salary

The base salaries for our NEOs are generally set at levels deemed necessary to attract and retain individuals with superior talent, while taking into account the target total direct compensation opportunity provided to each NEO. Base salaries are reviewed annually by the Committee and are adjusted from time to time as deemed necessary in conjunction with recommendations made by our CEO (other than his own base salary), to ensure that our executive compensation program remains aligned with our compensation objectives and retention of critical talent. Compensation adjustments for our CEO are recommended by the Committee and reviewed and approved by the independent members of our Board.

In considering base salary adjustments for each of our NEOs for fiscal 2026 in July 2025, the Committee, after reviewing a competitive market assessment of executive compensation levels prepared by Compensia, considered:

• each named executive officer’s position, level of responsibility, and seniority;

• each named executive officer’s performance during the prior fiscal year; and

• the costs associated with replacing each executive officer with an experienced, qualified person with comparable skills and expertise and the relative strength and readiness of the internal candidates identified to assume his or her role.

The Committee does not assign a specific weight to any single factor in making decisions regarding base salary adjustments, nor is the impact of any single factor on the determination of base salary levels quantifiable. After considering the factors described above, the Committee approved an increase to Mr. McMullen’s base salary in recognition of his strong performance and his pay positioning relative to market. The Committee determined to leave the base salaries of our other NEOs at their fiscal 2025 levels and recommended – and the independent members of our Board approved – that our CEO’s base salary also remain at its fiscal 2025 level.

The annual base salaries of our NEOs for fiscal 2026 were as follows:

	Named Executive Officer			Fiscal 2026 Base Salary			Fiscal 2025 Base Salary
	James J. Rhyu			$1,000,000			$1,000,000
	Donna Blackman			$625,000			$625,000
	Todd Goldthwaite			$400,000			$400,000
	Greerson G. McMullen, Sr.			$500,000			$475,000

Annual Incentive Compensation

Our Executive Bonus Plan is designed to ensure that a meaningful portion of our NEOs’ target total cash compensation opportunity is “at risk.” For the fiscal 2026 Executive Bonus Plan, the Committee selected two corporate performance management objectives (“PMOs”) - revenue and Adjusted EBITDA - for the plan which are the key metrics for gauging our profitability and growth, which ultimately enhances stockholder value.

Target Annual Bonus Opportunities

Target annual bonus opportunities for our NEOs (which represent a percentage of each NEO’s base salary) are reviewed by the Committee annually and set at levels that, when combined with base salary levels, are intended to provide market-competitive target total cash compensation opportunities. Following its review of a competitive market analysis prepared by Compensia, the Committee recommended, and the independent members of our Board approved, leaving our

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CEO’s target bonus opportunity (expressed as a percentage of base salary) at its fiscal 2025 level and determined to leave the target annual bonus opportunities of our other NEOs (expressed as a percentage of base salary) at their fiscal 2025 levels.

The target annual bonus opportunities for our NEOs for fiscal 2026 were as follows:

	Named Executive Officer			Fiscal 2026 Target Annual Bonus Opportunity (as a percentage of base salary)			Fiscal 2025 Target Annual Bonus Opportunity (as a percentage of base salary)
	James J. Rhyu			200%			200%
	Donna Blackman			150%			150%
	Todd Goldthwaite			100%			100%
	Greerson G. McMullen, Sr.			75%			75%

Goal Setting Process and Rationale

The Committee spends considerable time evaluating the appropriate corporate PMOs to be included in our Executive Bonus Plan each fiscal year. After such evaluation for fiscal 2026, the Committee determined that it was appropriate to continue to use revenue and Adjusted EBITDA, each equally weighted, as the corporate PMOs for the fiscal 2026 Executive Bonus Plan, consistent with the approach in fiscal 2025, except with respect to Mr. Goldthwaite, as further discussed below.

	Category			Corresponding Metric
	Profitability			Adjusted EBITDA
	Growth			Revenue

In setting performance levels for each metric, the Committee remained committed to establishing rigorous performance goals to ensure alignment of realized pay amounts with our actual corporate performance. The Committee evaluates a number of factors in determining appropriate metrics and establishing the threshold, target, and “outperform” performance levels for each metric, including, but not limited to, impact on long-term strategy, prior financial performance, delivering value to our stockholders, and stockholder performance expectations. After careful consideration, the Committee set the target performance levels for the revenue and Adjusted EBITDA metrics at $2,645.0 million and $680.8 million, respectively. For fiscal 2026, the threshold performance level for the revenue metric was set at our actual results for fiscal 2025, and the threshold performance level for the Adjusted EBITDA metric was set just above our actual results for fiscal 2025 (each as detailed in the table below under the heading “Performance Results”).

Payments under the fiscal 2026 Executive Bonus Plan for our NEOs (other than Mr. Goldthwaite) were based solely on the achievement of these corporate PMOs, which the Committee determined was appropriate to focus the efforts of our NEOs on improving Company performance and increasing stockholder value.

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Fiscal 2026 Executive Bonus Plan Formula for NEOs other than Mr. Goldthwaite:

With respect to Mr. Goldthwaite, the Committee continued to use value driver revenue as the corporate PMO for 60% of Mr. Goldthwaite’s target annual bonus opportunity for fiscal 2026. “Value driver revenue” is the sum of the revenue as reported internally for each of Tallo, Stride Tutoring, and Learning Hub (the business lines that Mr. Goldthwaite leads) as determined in accordance with GAAP. Stride Tutoring revenue is as reported, including any intracompany eliminations, net of tutor costs. Value driver revenue can be adjusted in the Compensation Committee’s discretion for any unusual, non-recurring event that is separately identified and quantified in the Company’s financial statements. The remaining 40% of Mr. Goldthwaite’s target annual bonus is based on the metrics applicable to the other NEOs, reflective of his broader contribution to our core business, including his leadership in fiscal 2026 over our online private schools and learning solutions.

Fiscal 2026 Executive Bonus Plan Formula for Mr. Goldthwaite:

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Performance Results for NEOs other than Mr. Goldthwaite

The corporate PMOs under our fiscal 2026 Executive Bonus Plan (other than for Mr. Goldthwaite) are set forth in the table below. Each PMO provided our NEOs with the opportunity to earn an above target award for that PMO in the event the Company exceeded the pre-established performance level for the PMO, but also provided for no award payments below minimum thresholds of performance. Achievement of a PMO at the threshold level resulted in a payout at 50% of the target level, and achievement at the “outperform” level resulted in a payout at 200% of the target level. Performance between levels was extrapolated on a straight-line basis. In July 2026, the Committee reviewed our achievement against these corporate PMOs, with the results as follows (in millions):

	Metric			Weighting			Performance Level (Threshold)			Performance Level (Target)			Performance Level (Outperform)			Actual Results			Payment Percentage
	Revenue(1)			50%			$2,405.3			$2,645.0			$2,909.5			$2,518.1			74%
	Adjusted EBITDA(2)			50%			$612.7			$680.8			$748.8			$617.6			54%
	Overall Weighted Payment Percentage																		64%

(1)
For purposes of the fiscal 2026 Executive Bonus Plan, “revenue” could be adjusted at the Committee’s discretion for any unusual, non-recurring event that was separately identified and quantified in our financial statements. No adjustments were made to revenue for purposes of determining results under the fiscal 2026 Executive Bonus Plan.

(2)
For purposes of the fiscal 2026 Executive Bonus Plan, “Adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, less stock-based compensation, and subject to adjustment in the Committee’s discretion for any acquisition-related charges and/or any unusual, non-recurring gain or loss that was separately identified and quantified in our financial statements. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in Appendix A.

Performance Results for Mr. Goldthwaite

The corporate PMOs under our fiscal 2026 Executive Bonus Plan for Mr. Goldthwaite are set forth in the table below. Each PMO provided Mr. Goldthwaite with the opportunity to earn an above target award for that PMO in the event the Company exceeded the pre-established performance level for the PMO but also provided for no award payments below the minimum threshold of performance. Achievement of the PMO at the threshold level resulted in a payout at 50% of the target level, and achievement at the “outperform” level resulted in a payout at 200% of the target level. Performance between levels was extrapolated on a straight-line basis. In July 2026, the Committee reviewed our achievement against these corporate PMOs, with the results as follows (in millions):

	Metric			Weighting			Performance Level (Threshold)			Performance Level  (Target)			Performance Level (Outperform)			Actual Results			Payment Percentage
	Revenue(1)			20%			$2,405.3			$2,645.0			$2,909.5			$2,518.1			74%
	Adjusted EBITDA(2)			20%			$612.7			$680.8			$748.8			$617.6			54%
	Value Driver Revenue(3)			60%			$13.7			$17.1			$20.6			$6.6			0%
	Overall Weighted Payment Percentage																		25%

(1)
For purposes of the fiscal 2026 Executive Bonus Plan, “revenue” could be adjusted at the Committee’s discretion for any unusual, non-recurring event that was separately identified and quantified in our financial statements. No adjustments were made to revenue for purposes of determining results under the fiscal 2026 Executive Bonus Plan.

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(2)
For purposes of the fiscal 2026 Executive Bonus Plan, “Adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, less stock-based compensation, and subject to adjustment in the Committee’s discretion for any acquisition-related charges and/or any unusual, non-recurring gain or loss that was separately identified and quantified in our financial statements. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in Appendix A.

(3)
For purposes of the fiscal 2026 Executive Bonus Plan for Mr. Goldthwaite, “value driver revenue” could be adjusted in the Company’s discretion for any unusual, non-recurring event that is separately identified and quantified in the Company’s financial statements. No adjustments were made to revenue for purposes of determining results under the fiscal 2026 Executive Bonus Plan for Mr. Goldthwaite.

Fiscal 2026 Executive Bonus Plan Payments

The following table sets forth, for each NEO, the Committee’s approved annual bonus award payments under our fiscal 2026 Executive Bonus Plan based upon performance against the applicable corporate PMOs.

	Named Executive Officer			Revenue Achievement (50% Weighting)			Adjusted EBITDA Achievement (50% Weighting)			Percentage of Target Annual Bonus Earned (%)			Bonus Amount ($)
	James J. Rhyu			74%			54%			64%			$1,271,271
	Donna Blackman			74%			54%			64%			$595,908
	Greerson G. McMullen, Sr.			74%			54%			64%			$238,363

	Named Executive Officer			Revenue Achievement (20% Weighting)			Adjusted EBITDA Achievement (20% Weighting)			Value Driver Revenue Achievement (60% Weighting)			Percentage of Target Annual Bonus Earned (%)			Bonus Amount ($)
	Todd Goldthwaite			74%			54%			0%			25%			$101,702

Long-Term Incentive Compensation

We believe that providing long-term incentive compensation opportunities in the form of equity awards promotes our philosophy of aligning executive pay with the long-term interests of our stockholders. Consistent with our redesigned long-term incentive compensation program launched in fiscal 2023, the Committee weighted the fiscal 2026 long-term incentive compensation awards for our NEOs (other than Mr. Rhyu) to be 60% performance-based and continued the use of three-year performance metrics for our performance-based long-term incentive awards, and 40% time-based restricted stock awards. With respect to Mr. Rhyu, the Committee weighted his fiscal 2026 long-term incentive compensation award to be 70% performance-based and tied to three-year performance metrics, and 30% time based restricted stock awards.

Fiscal Year 2026 Long-Term Incentive Awards

The Committee considered various factors in determining long-term incentive award levels for each NEO, including a competitive market analysis prepared by Compensia and our executive retention objectives (see the considerations set forth in the section above titled “Base Salary”). The following table sets forth the target award values for our NEOs for fiscal 2026 and the resulting number of shares of Common Stock subject to each award type. The awards granted to our CEO were recommended by the Committee and reviewed and approved by the independent members of our Board. The fiscal 2026 target award levels were established both to respond to competitive market forces while, at the same time, recognizing each individual NEO’s contribution to our strong

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fiscal 2025 performance, criticality to our continued success and incenting them to continue to execute on our long-term financial, operational, and strategic objectives. In addition, with respect to our CEO and CFO, the increases were intended to promote continued strong performance and ensure our CEO and CFO are aligned and incented to deliver increased shareholder value.

	Named Executive Officer			Target Annual Equity Award Value1			Time-Based Shares - RSAs (#)2			Performance-Based Shares - PSUs1
										Threshold (#)			Target (#)			Outperform (#)
	James J. Rhyu			$20,000,000			40,147			46,838			93,676			187,352
	Donna Blackman			$4,250,000			11,375			8,532			17,062			34,124
	Todd Goldthwaite			$1,000,000			2,676			2,009			4,015			8,030
	Greerson G. McMullen, Sr.			$1,000,000			2,676			2,008			4,014			8,028

(1)
The Committee determined the number of shares underlying the RSAs and target number of PSUs by dividing the target award value shown in the table above by the fair market value of our Common Stock on August 8, 2025, the date on which the RSAs and PSUs were granted.

(2)
The RSAs granted to our NEOs for fiscal 2026 vest subject to our standard vesting schedule, which is semi-annually over a three-year period, with 20% of the shares of our Common Stock subject to the awards vesting in the first year and 40% vesting in each of the next two years following the grant date.

Fiscal Year 2026 PSU Award Performance Metrics.

As set forth in the table below, the PSU awards granted to our NEOs for fiscal 2026 (other than the PSU awards granted to Mr. Goldthwaite) are to be earned based on two performance metrics: adjusted operating income, a metric tied to financial performance, and stock price performance associated with established levels of compound annual growth rate (“CAGR”), as the Committee believes this combination best reflects a means for monitoring our executive officers’ execution of our long-term strategy aimed at delivering greater value to our stockholders and ensuring a strong alignment between management and our stockholders. The Committee evaluates a number of factors in determining appropriate metrics and establishing the threshold, target and outperform performance levels for each metric, including, but not limited to, impact on long-term strategy, prior financial performance, delivering value to our stockholders and stockholder performance expectations. Each metric is to be measured at the end of the applicable performance period, with each metric weighted equally for fiscal 2026 PSU awards. The stock price CAGR metric performance levels were adjusted in recognition of historical market returns with a reduction in the outperform level from a 40% to a 30% CAGR, with no change to threshold and target performance levels. It was also determined that the weighting for the stock price CAGR for fiscal 2026 PSU awards would increase to 50% to more closely tie NEOs to continued shareholder value creation. Any earned shares will be immediately vested upon the attainment of the performance metric at the end of the three-year performance period. For each metric, below threshold performance will result in no shares being earned for the corresponding portion of the PSU awards.

Metric

Weighting

Performance Level (Threshold) 50% Payout

Performance Level (Target) 100% Payout

Performance Level (Outperform) 200% Payout

FY 2028 Adjusted Operating Income

50%

$574.3 million

$638.1 million

$701.9 million

Stock Price CAGR

50%

10% CAGR

20% CAGR

30% CAGR

• Adjusted Operating Income Metric (50% weighting). For purposes of the PSU awards, adjusted operating income is defined as operating income as determined in accordance

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with GAAP, excluding the stock-based compensation expense associated with any long-term equity incentive awards granted by the Committee during the performance measurement period (fiscal 2028). In addition, adjusted operating income may, at the Committee’s discretion, exclude any acquisition-related charges (which would include amortization subsequent to an acquisition transaction) and any other unusual, non-recurring gain or loss that is separately identified in our financial statements. The Committee believes these adjustments are appropriate as the results are more representative of the Company’s actual performance during the three-year performance measurement period. As a point of clarification, adjusted operating income for purposes of the PSU awards differs from adjusted operating income used in our earnings releases in that the latter is defined as operating income as determined in accordance with GAAP, excluding all stock-based compensation expense, as well as the amortization of intangible assets. Adjusted operating income will be measured over fiscal year 2028 for purposes of the fiscal 2026 PSUs. Financial achievement falling between the specified levels will be interpolated linearly between performance levels for the adjusted operating income metric.

• Stock Price CAGR Metric (50% weighting). The other metric used for PSU awards granted to our NEOs is related to our stock price CAGR as measured at the end of the three-year performance period. The starting point for these calculations will be equal to the average closing stock price over the 20 calendar days preceding the grant date of the award. Performance against the stock price CAGR portion of the PSU award will be assessed as of September 15, 2028 (or the next following date if September 15, 2028 is a non-trading day) and will be based on the average closing stock price over the preceding 20 calendar days. Achievement falling between the specified levels will be interpolated linearly between performance levels for the stock price CAGR metric, measured at 2.5% intervals between performance levels.

The PSU awards granted to Mr. Goldthwaite are to be earned based on three performance metrics: value driver revenue, for fiscal year 2028, adjusted operating income, a metric tied to financial performance of the Company, for fiscal 2028, and stock price performance associated with established levels of CAGR, as the Committee believes this combination best reflects a means for monitoring Mr. Goldthwaite’s execution of our long-term strategy aimed at delivering value driver growth across the Tallo, Stride Tutoring, and Learning Hub business lines and incentivizing Mr. Goldthwaite to execute on this strategy given his role in leading such business lines. The Committee evaluated a number of factors in determining the appropriate metrics and establishing the threshold, target and “outperform” performance levels for each metric of this award, including, but not limited to, impact on long-term strategy, prior financial performance, delivering value to our stockholders and stockholder performance expectations. Each metric is to be measured at the end of a three-year performance period, with value driver revenue weighted 60%, adjusted operating income weighted 20% and stock price CAGR weighted 20%. For each metric, threshold performance will result in a 50% payout level, target performance will result in a 100% payout level and outperformance will result in a 200% payout level. Any earned shares will be immediately vested upon the attainment of the performance metric at the end of the three-year performance period. For each metric, below threshold performance will result in no shares being earned for the corresponding portion of the PSU awards.

• Value Driver Revenue (60% weighting). For purposes of Mr. Goldthwaite’s PSU awards, value driver revenue is the sum of the revenue as reported internally for each of Tallo, Stride Tutoring, and Learning Hub as determined in accordance with GAAP. Stride Tutoring revenue is as reported, including any intracompany eliminations, net of tutor costs. Value driver revenue can be adjusted in the Company’s discretion for any unusual, non-recurring event that is separately identified and quantified in the Company’s financial statements.

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• Adjusted Operating Income Metric (20% weighting). See description above for PSU awards granted to the other NEOs in fiscal 2026.

• Stock Price CAGR Metric (20% weighting). See description above for PSU awards granted to the other NEOs in fiscal 2026.

Achievement of Fiscal 2024 PSU Awards. The PSU awards granted to our NEOs for fiscal 2024 were eligible to be earned based on the attainment of (i) adjusted operating income measured over fiscal year 2026, and (ii) our three-year stock price CAGR as measured on September 15, 2026. Adjusted operating income was weighted 75% and stock price CAGR was weighted 25%. Following the completion of the applicable performance periods, the Compensation Committee assessed the Company’s performance on the adjusted operating income metric and the stock price CAGR metric, with the results as follows:

Metric

Weighting

Performance Level (Threshold 50%)

Performance Level (Target 100%)

Performance Level (Outperform 200%)

Actual Results

Percentage Earned

FY 2026 Adjusted Operating Income ($)

75%

$193.5 million

$215.0 million

$258.0 million

$469.1 million

200%

Stock Price CAGR (%)

25%

10%

20%

40%

29%

137%

Overall Percentage of PSUs Earned

184.4%

The following table sets forth, for each NEO, other than Mr. McMullen, the number of shares earned by such NEO with respect to the 2024 PSU awards as a result of the 184.4% achievement level noted in the table above.

	Named Executive Officer			Number of 2024 PSUs Earned
				Adjusted Operating Income Metric			CAGR Metric			Total
	James J. Rhyu			265,340(1)			—(2)			265,340
	Donna Blackman			77,380			17,724			95,104
	Todd Goldthwaite			11,040			2,530			13,570

(1)
Vesting of these 2024 PSUs was included as part of the Separation Agreement with Mr. Rhyu (see below).

(2)
Mr. Rhyu forfeited these 2024 PSUs when he ceased serving as CEO in July 2026.

Other Compensation

Deferred Compensation Plan

We maintain a non-qualified deferred compensation plan, or the Deferred Compensation Plan, under which our NEOs are eligible to elect to defer the receipt of up to 50% of their annual base salary and up to 100% of any payment under our Executive Bonus Plan until retirement. Earnings are credited on deferred amounts based upon a variety of investment options that may be elected by each participant. We do not make any contributions to the Deferred Compensation Plan. Certain information with respect to amounts deferred by our NEOs under this plan is set forth in our “Fiscal 2026 Non-Qualified Deferred Compensation Table” below.

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Defined Contribution Plan

We maintain a Section 401(k) Savings/Retirement Plan, or the 401(k) Plan, in which certain of our employees, including our NEOs, are eligible to participate. All employees, including our NEOs, are automatically enrolled in the 401(k) Plan at a 3% deferral rate with the ability to opt-out. The 401(k) Plan allows participants to defer a portion of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code (the “Code”). The Company makes matching contributions to the 401(k) plan equal to $0.50 for each dollar of a participant’s contributions on the first 5% of eligible base salary that they contribute each pay period, subject to certain statutory limits.

Employee Benefits and Perquisites

Our NEOs participate in the same medical, dental, vision, disability and life insurance plans that are available to all employees. We provide our NEOs with certain perquisites and other personal benefits, which we do not consider to be a significant component of our executive compensation program but recognize to be an important factor in attracting and retaining talented executive officers. We pay for supplemental long-term disability and life insurance premiums for our executive officers and provide them with the opportunity to receive annual Company-paid executive physical examinations and reimburse certain executive officers for their relocation expenses when appropriate and for temporary housing expenses they may incur in connection with their provision of services. We provide these supplemental benefits to our executive officers due to their relatively low cost and the value they provide in assisting us in attracting and retaining talented executive officers. None of our executive officers receive tax “gross-ups” or other tax payments in connection with our provision of any perquisites or personal benefits.

The value of the perquisites and other personal benefits we provided to each of our NEOs in fiscal 2026 is set forth in our “Fiscal 2026 Summary Compensation Table” below.

Severance and Change in Control Arrangements

We consider severance arrangements to be an integral part of the overall compensation package for our executive officers. We provide severance to attract and retain individuals with superior ability and managerial talent and to provide our executive officers with appropriate protections due to their vulnerability to terminations of employment due to a change in control, merger, or other acquisition of the Company and encourage our executive officers to focus their attention on their work duties and responsibilities in all situations.

We believe that providing our NEOs with severance payments and benefits upon certain terminations of employment are key retention tools that help us remain competitive with the companies in our compensation peer group, provide our executive officers with incentives to focus on the best interests of our stockholders in the context of a potential change in control and appropriately protect our executive officers in the event of an involuntary termination of employment without creating a windfall due solely to a change in control.

Prior to his separation from employment, we were party to an employment letter with Mr. Rhyu containing his severance and change in control arrangements. For more information about this employment arrangement and the severance provisions thereunder, see “Employment Letter Agreement with Mr. Rhyu” below. In connection with his separation from employment, we entered into a separation agreement with Mr. Rhyu. For more information about this separation agreement, see “Separation Agreement with Mr. Rhyu” below.

None of our other NEOs is party to an employment agreement with us; instead, they are generally entitled to receive severance payments and benefits upon a qualifying termination of

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employment under the Company’s severance guidelines and individual change in control severance agreements, as described under “Severance Guidelines for Other Named Executive Officers” and “Change in Control Arrangements with Other Named Executive Officers,” respectively, below.

Knowling Employment Letter Agreement

Mr. Knowling was appointed CEO of the Company on July 29, 2026. In connection with his appointment, we entered into an employment letter agreement with Mr. Knowling on substantially the same terms as the employment letter with Mr. Rhyu.

Under Mr. Knowling’s employment letter agreement, Mr. Knowling is entitled to an annual base salary and has a target annual bonus opportunity. In addition, Mr. Knowling is entitled to annual awards under our equity incentive award plans and programs as in effect from time to time.

Under his employment letter, in the event that Mr. Knowling’s employment is terminated by the Company without cause or Mr. Knowling resigns for good reason, Mr. Knowling will be entitled to receive, subject to his signing and not revoking a general release of claims in favor of the Company, (i) continued payment of his annual base salary for a period of 24 months; (ii) any earned but unpaid annual bonus for the year preceding the year of termination, payable as soon as practicable after the date of termination; (iii) continued health benefits at Company expense for a period of 12 months following his date of termination; and (iv) a prorated annual bonus for the year of termination based on actual performance for the year and payable at the same time annual performance bonus payments are made to other senior executive officers of the Company.

In the event that Mr. Knowling’s employment is terminated by the Company without cause or Mr. Knowling resigns for good reason, in either case, within two years following a change in control of the Company, Mr. Knowling will be entitled to receive, subject to his signing and not revoking a general release of claims in favor of the Company, (i) a lump sum cash payment equal to two times his base salary; (ii) any earned but unpaid annual bonus for the year preceding the year of termination, payable as soon as practicable after the date of termination; (iii) a prorated annual bonus for the year of termination based on Mr. Knowling’s target annual bonus opportunity and payable as soon as practicable after the date of termination; (iv) a lump sum cash payment equal to two times his target annual bonus opportunity; (v) continued health benefits at Company expense for a period of 24 months following his date of termination; and (vi) immediate vesting of all unvested equity or equity-based awards granted under any equity compensation plans of the Company, provided that, unless a provision more favorable to Mr. Knowling is included in an applicable award agreement, any such awards that are subject to performance-based vesting conditions shall only be payable subject to the achievement of the performance objectives for the applicable performance period as provided under the terms of the applicable award agreement.

His employment letter agreement also provides that Mr. Knowling is subject to the terms of our Employee Continuing Obligations Agreement which prohibits the solicitation of employees during the one-year period following termination of employment. In addition, during any period in which Mr. Knowling is receiving any compensation from the Company (including and no less than any applicable severance period) and for a 12-month period thereafter, Mr. Knowling is prohibited from competing with the Company or its business.

Other Executive Compensation Practices and Policies

Equity Award Grant Policy

We do not have any program, plan, or practice to time the grant of equity awards to our employees in coordination with the release of material non-public information. We generally grant awards at the time employment commences and annually in connection with our annual

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compensation review process in the first quarter of our fiscal year, at a regularly scheduled Board or Committee meeting. Neither our Board nor the Committee seek to time the grant of equity awards based on potential movement of our stock price. We do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments to our executive officers.

Stock Ownership Guidelines

We maintain stock ownership guidelines that are designed to ensure that our executive officers hold a significant equity stake in the Company to align their interests with those of our stockholders. Our stock ownership guidelines require our CEO and Executive Chair (if applicable) to each maintain ownership of our Common Stock having a value equal to five times their base salary, and all other executive officers to maintain ownership of our Common Stock having a value equal to three times their base salary. Ownership of our Common Stock is determined based on the combined value of the following executive officer holdings: (a) shares owned outright by the executive officer or by his or her spouse or children, (b) shares held in trust for the benefit of the executive officer or for the benefit of his or her spouse or children, (c) shares held through a fund or other entity as to which the executive officer has a management role, and (d) restricted stock grants or restricted stock units (whether or not vested) held pursuant to any of our equity compensation plans. Our executive officers have five years from the date the policy became applicable to them to accumulate the specified level of ownership. As of the date of this Proxy Statement, all of our NEOs are in compliance with the guidelines or are still within the five-year period to accumulate the specified level of ownership.

	Role			Ownership Requirement
	CEO or Executive Chair (if applicable)			5.0x base salary
	Chief Financial Officer			3.0x base salary
	Other Executive Officers			3.0x base salary

Compensation Recovery Policy

We maintain a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of the NYSE, which provides for the mandatory recovery from current and former officers of incentive-based compensation that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Insider Trading, Anti-Hedging Policy, and Anti-Pledging Prohibition

We maintain a Policy Statement for the Prevention of Insider Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. Company employees (including executive officers), non-employee directors and consultants are prohibited from purchasing Common Stock on margin or engaging in transactions, in puts, calls, or other derivative securities designed to hedge or offset any decrease in the market value of the Company’s equity securities. In addition, our Amended and Restated 2016 Equity Incentive Award Plan prohibits the pledging of any award granted under the plan unless otherwise determined by the plan Administrator. A copy of the Company’s Policy Statement for the Prevention of Insider Trading is included as Exhibit 19.1 to the Annual Report.

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Risk Assessment and Mitigation of Compensation Policies and Practices

Consistent with SEC rules, we periodically evaluate the risk profile associated with our Company’s executive and other compensation programs. In fiscal 2026, the Committee engaged Compensia to review our Company’s existing executive compensation program and assess whether our executive compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our Company. Among other factors, this assessment considered the program structure, design characteristics and performance-based measures associated with our executive compensation program and concluded that our executive compensation program contains a number of safeguards that are expected to minimize excessive risk taking, including a reasonable mix of cash and equity compensation opportunities, a clawback policy, a balanced annual incentive plan design that emphasizes top and bottom line performance, formal policies for the administration of our equity compensation program, a succession plan for key executives and stock ownership guidelines for our non-employee directors and executive officers. Similarly, management conducted an analysis of non-executive compensation policies and practices.  

Based on the foregoing, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our Company’s ability to effectively identify and manage risks. We believe we have effective internal controls.

Accounting for Stock-Based Compensation

FASB ASC Topic 718, Compensation-Stock Compensation, requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of equity-based awards under our equity incentive award plans are accounted for under FASB ASC Topic 718. The Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the Committee may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Tax Deductibility of Executive Compensation

Section 162(m) of the Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain current or former executive officers of the employer to the extent the compensation paid to such an executive officer for the taxable year exceeds $1 million. The Committee believes that tax deductibility is only one of several relevant considerations when structuring our executive compensation program and strives to balance the effectiveness and overall goals of our executive compensation program with the materiality of reduced tax deductions. Accordingly, the Committee may approve compensation that is not deductible for federal income tax purposes in order to achieve the desired flexibility in the design and delivery of compensation.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee (the “Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on its review and discussion with management, the Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

This report is provided by the following independent directors, who comprise the Committee:

Members of the Compensation Committee

Joseph A. Verbrugge (Chair)

Steven B. Fink

Dylan G. Haggart

Brian A. Shepherd

The foregoing report is not “soliciting material,” shall not be deemed “filed” and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, each as amended (together, the “Acts”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

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COMPENSATION TABLES

Fiscal 2026 Summary Compensation Table

The following table shows the compensation we paid to our NEOs for services rendered during fiscal 2026, 2025, and 2024.

	Name			Fiscal Year			Base Salary ($)			Bonus ($)			Stock Awards ($)(1)			Nonequity Incentive Plan Compensation ($)(2)			All Other Compensation ($)(3)			Total ($)
	James J. Rhyu Former CEO			2026			$1,000,000						$20,178,768			$1,271,271			$16,293			$22,466,332
				2025			$1,000,000						$16,860,903			$3,619,426			$15,766			$21,496,095
				2024			$1,000,000						$12,011,113			$2,596,538			$15,473			$15,623,124
	Donna Blackman Chief Financial Officer			2026			$625,000						$4,282,498			$595,908			$14,082			$5,517,488
				2025			$625,000						$3,718,944			$1,696,606			$12,777			$6,053,327
				2024			$625,000						$3,814,459			$1,081,891			$12,393			$5,533,743
	Todd Goldthwaite Managing Director, Portfolio Companies			2026			$400,000						$1,003,037			$101,702			$16,024			$1,520,763
				2025			$400,000						$1,334,639			$0			$15,641			$1,750,280
				2024			$400,000						$759,886			$346,205			$15,411			$1,521,502
	Greerson G. McMullen, Sr., Executive Vice President, General Counsel and Secretary			2026			$499,423						$1,007,487			$238,363			$20,345			$1,765,618
				2025			$146,154			$100,000			$1,498,980			$210,193			$8,371			$1,963,698

(1)
This column represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Refer to Note 8, “Equity Incentive Plan,” to the consolidated audited financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. The grant date fair value of the restricted stock units covering shares in certain of our subsidiaries granted to each of our NEOs, other than our CEO (“Subsidiary RSUs”), is based on the fair market value of the common stock of the relevant subsidiary on the date of grant, multiplied by the probability of achievement.

For the portion of the PSUs granted during fiscal 2026 tied to adjusted operating income, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance. For the portion of the PSUs granted during fiscal year 2026 tied to stock price CAGR, amounts are calculated based on fair value determined using a Monte Carlo simulation model and the following assumptions: the Company’s Common Stock price at the date of grant of $149.45 per share; a three-year continuously compounded equivalent risk-free rate of 3.63%; an expected stock price volatility of 45%; a dividend yield of 0%; and an expected term of approximately three years. For the portion of the PSUs granted during fiscal 2026 tied to value driver revenue, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance.

If “maximum” performance is assumed for the PSUs granted to our NEOs during fiscal 2026, the total grant date value of such PSUs for each NEO would be as follows: Mr. Rhyu: $21,178,738, Ms. Blackman: $ 3,857,462, Mr. Goldthwaite: $1,083,143, and Mr. McMullen: $907,505.

For the portion of the PSUs granted during fiscal 2025 tied to adjusted operating income, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance. For the portion of the PSUs granted during fiscal year 2025 tied to stock price CAGR, amounts are calculated based on fair value determined using a Monte Carlo simulation model and the following assumptions: the Company’s Common Stock price at the date of grant of $81.99 per share; a three-year continuously compounded equivalent risk-free rate of 3.79%; an expected stock price volatility of 45%; a dividend yield of 0%; and an expected term of approximately three years. For the portion of the PSUs granted during fiscal 2025 tied to value driver revenue, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance.

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If “maximum” performance is assumed for the PSUs granted to our NEOs during fiscal 2025, the total grant date value of such PSUs for each NEO would be as follows: Mr. Rhyu: $17,711,139, Ms. Blackman: $3,906,701, and Mr. Goldthwaite: $1,048,652.

For the portion of the PSUs granted during fiscal 2024 tied to adjusted operating income, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance.

For the portion of the PSUs granted during fiscal 2024 tied to stock price CAGR, amounts are calculated based on fair value determined using a Monte Carlo simulation model and the following assumptions: the Company’s Common Stock price at the date of grant of $40.70 per share; a three-year continuously compounded equivalent risk-free rate of 4.53%; an expected stock price volatility of 50%; a dividend yield of 0%; and an expected term of approximately three years.

If “maximum” performance is assumed for the PSUs granted to our NEOs during fiscal 2024, the total grant date value of such PSUs for each NEO would be as follows: Mr. Rhyu: $12,611,031, Ms. Blackman: $3,677,469, and Mr. Goldthwaite: $524,713.

The grant date fair value of the Subsidiary RSUs granted in fiscal 2025 for Stride Teaching Intelligence, Inc., Stride Professional Development Platform, Inc., Stride Esports, Inc., and Road2Teach, Inc. was determined to be zero in accordance with ASC 718. As of the grant date, we were not forecasting positive cash flows from these entities, and therefore the grant date fair value of the associated RSUs would be zero. The grant date fair value of the Subsidiary RSUs associated with Stride Online Tutoring, Inc., and Stride Learning Hub, Inc. was determined using an income-based valuation methodology and a discounted cash flow analysis in accordance with ASC 718. The grant date fair value for Mr. Goldthwaite in aggregate was $336,000.

The grant date fair value of the Subsidiary RSUs granted in fiscal 2024 associated with Stride Professional Development Platform, Inc., Stride Learning Intelligence, Inc., and Stride Enrichment Programs, Inc. was determined to be zero in accordance with ASC 718. As of the grant date, we were not forecasting positive cash flows from these entities, and therefore the grant date fair value of the associated RSUs would be zero. The grant date fair value of the Subsidiary RSUs granted in fiscal 2024 associated with Stride Esports, Inc., Stride Online Tutoring, Inc., and Stride Learning Hub, Inc. was determined using an income-based valuation methodology and a discounted cash flow analysis in accordance with ASC 718. The grant date fair values for fiscal year 2024 for Ms. Blackman and Mr. Goldthwaite, in aggregate, were $312,000 and $260,000, respectively.

(2)
All amounts are reported in the fiscal year earned, regardless of when they are paid.

(3)
The amounts in this column for fiscal 2026 consist of 401(k) plan matching contributions, Company-paid life insurance, and long-term disability insurance premiums.

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Fiscal 2026 Grants of Plan-Based Awards Table

The following table provides information regarding grants of plan-based awards to our NEOs during fiscal 2026.

	Name			Grant Date			Estimated Possible Payouts under Nonequity Incentive Plan Awards(1)									Estimated Possible Payouts under Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock (#)			Grant Date Fair Value of Stock Awards ($)(6)
							Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
	James J. Rhyu Former CEO			—			1,000,000			2,000,000			4,000,000			—			—			—			—			—
				8/8/2025(2)						—			—			23,419			46,838			93,676			—			6,999,939
				8/8/2025(3)						—			—			23,419			46,838			93,676			—			7,178,860
				8/8/2025(4)						—			—			—			—			—			40,147			5,999,969
	Donna Blackman Chief Financial Officer			—			468,750			937,500			1,875,000			—			—			—			—			—
				8/8/2025(2)						—			—			4,266			8,531			17,062			—			1,274,958
				8/8/2025(3)						—			—			4,266			8,531			17,062			—			1,307,546
				8/8/2025(4)						—			—			—			—			—			11,375			1,699,994
	Todd Goldthwaite Managing Director, Portfolio Companies			—			200,000			400,000			800,000			—			—			—			—			—
				8/8/2025(2)						—			—			402			803			1,606			—			120,008
				8/8/2025(3)						—			—			402			803			1,606			—			123,076
				8/8/2025(4)						—			—			—			—			—			2,676			399,928
				8/8/2025(5)						—			—			1,205			2,409			4,818			—			360,025
	Greerson G. McMullen, Sr., Executive Vice President, General Counsel and Secretary			—			187,500			375,000			750,000			—			—			—			—			—
				8/8/2025(2)						—			—			1,004			2,007			4,014			—			299,946
				8/8/2025(3)						—			—			1,004			2,007			4,014			—			307,613
				8/8/2025(4)						—			—			—			—			—			2,676			399,928

(1)
Represents the threshold, target and maximum incentive awards payable under our Executive Bonus Plan based on fiscal 2026 base salaries for each NEO. For additional information regarding our Executive Bonus Plan, see “Fiscal 2026 Executive Compensation Program in Detail - Target Annual Bonus Opportunities” above.

(2)
Represents PSUs granted under our Amended and Restated 2016 Equity Incentive Award Plan that will be earned based on the attainment of adjusted operating income objectives for the three-year performance period.

(3)
Represents PSUs granted under our Amended and Restated 2016 Equity Incentive Award Plan that will be earned based on the attainment of stock price CAGR objectives for the three-year performance period.

(4)
Represents RSAs granted under our Amended and Restated 2016 Equity Incentive Award Plan vesting semi-annually over a three-year period, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date.

(5)
Represents PSUs granted under our Amended and Restated 2016 Equity Incentive Award Plan that will be earned based on the attainment of value driver revenue objectives for the three-year performance period.

(6)
This column represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnote 1 to the Summary Compensation Table above for more information.

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Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information regarding outstanding equity awards held by our NEOs as of June 30, 2026. The section titled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis above provides additional information regarding the outstanding equity awards granted in fiscal 2026 set forth in this table. The payout and market values below are based upon the price per share of our Common Stock on June 30, 2026 of $86.24 per share.

				Stock Awards
	Name			Equity Incentive Plan Awards: Amount of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
	James J. Rhyu Former CEO									109,476(1)			9,441,210
				132,670(2)			11,441,461
				44,220(3)			3,813,533
				93,300(4)			8,046,192			—			—
				31,100(5)			2,682,064			—			—
				46,838(6)			4,039,309			—			—
				46,838(7)			4,039,309			—			—
	Donna Blackman Chief Financial Officer									28,089(10)			2,422,395
				38,690(2)			3,336,626			—			—
				12,890(3)			1,111,634			—			—
				20,580(4)			1,774,819			—			—
				6,860(5)			591,606			—			—
				8,531(6)			735,713			—			—
				8,531(7)			735,713			—			—
				—			—			420,000(11)			71,400
	Todd Goldthwaite Managing Director, Portfolio Companies			—			—			4,116(12)			354,964
				5,520(2)			476,045			—			—
				1,840(3)			158,682			—			—
				1,820(4)			156,957			—			—
				803(6)			69,251			—			—
				803(7)			69,251			—			—
				9,150(8)			789,096			—			—
				2,409(9)			207,752			—			—
				—			—			615,000(13)			119,000
	Greerson G. McMullen, Sr. Executive Vice President, General Counsel and Secretary			—			—			11,008(14)			949,330
				2,007(6)			173,084			—			—
				2,007(7)			173,084			—			—

(1)
As of June 30, 2026, Mr. Rhyu’s outstanding RSAs were eligible to vest as follows, subject to his continued employment through the applicable vesting date:

• 23,586 shares were eligible to vest on August 18, 2026;

• 16,586 shares were eligible to vest on August 9, 2026 and 33,172 shares were eligible to vest semi-annually in two equal installments beginning on February 9, 2027; and

• 4,015 shares were eligible to vest on August 8, 2026 and 32,117 shares were eligible to vest semi-annually in four equal installments beginning on February 8, 2027.

Pursuant to the separation agreement entered into with Mr. Rhyu, Mr. Rhyu remained eligible to vest in those RSAs that were scheduled to vest in August 2026, and the remaining outstanding RSAs were forfeited pursuant to their terms.

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(2)
Represents PSUs that were earned based on the attainment of adjusted operating income measured as of the end of fiscal 2026, and 100% of such earned PSUs vested on the date the Compensation Committee determined performance achievement in July 2026 (“determination date”), or, in the case of Mr. Rhyu, upon the effective date of his separation agreement.

(3)
Represents PSUs that will be earned based on the attainment of stock price growth measured as of September 15, 2026 (based on the average closing stock price over the preceding 20 calendar days). The number of shares reflected in the table above is based on target achievement levels.

(4)
Represents PSUs that will be earned based on the attainment of adjusted operating income measured at the end of fiscal 2027. The number of shares reflected in the table above is based on target achievement levels.

(5)
Represents PSUs that will be earned based on the attainment of stock price growth measured at the beginning of fiscal 2028. The number of shares reflected in the table above is based on target achievement levels.

(6)
Represents PSUs that will be earned based on the attainment of adjusted operating income measured at the end of fiscal 2028. The number of shares reflected in the table above is based on target achievement levels.

(7)
Represents PSUs that will be earned based on the attainment of stock price growth measured at the beginning of fiscal 2029. The number of shares reflected in the table above is based on target achievement levels.

(8)
Represents PSUs that will be earned based on the attainment of value driver revenue measured at the end of fiscal 2027. The number of shares reflected in the table above is based on target achievement levels.

(9)
Represents PSUs that will be earned based on the attainment of value driver revenue measured at the end of fiscal 2028. The number of shares reflected in the table above is based on target achievement levels.

(10)
Ms. Blackman’s outstanding RSAs vest as follows, subject to her continued employment through the applicable vesting date:

• 6,878 shares vested on August 18, 2026;

• 3,658 shares vested on August 9, 2026 and 7,316 shares will vest semi-annually in two equal installments beginning on February 9, 2027; and

• 1,137 shares vested on August 8, 2026 and 9,100 shares will vest semi-annually in four equal installments beginning on February 8, 2027.

(11)
Represents 60,000 RSUs granted by each of the following subsidiaries, which will vest upon certain liquidity events of the applicable subsidiary: Stride Teaching Intelligence, Inc., Stride Professional Development Platform, Inc.; Stride Online Tutoring, Inc.; Stride Learning Intelligence, Inc.; Stride Learning Hub, Inc.; Stride Esports, Inc.; and Stride Enrichment Programs, Inc.

(12)
Mr. Goldthwaite’s outstanding RSAs vest as follows, subject to his continued employment through the applicable vesting date:

• 982 shares vested on August 18, 2026;

• 242 shares vested on August 9, 2026 and 484 shares will vest semi-annually in two equal installments beginning on February 9, 2027; and

• 268 shares vested on August 8, 2026 and 2,140 shares will vest semi-annually in four equal installments beginning on February 8, 2027.

(13)
Represents a number of RSUs granted by each of the following subsidiaries, which will vest upon certain liquidity events of the applicable subsidiary, as follows: Stride Teaching Intelligence, Inc.: 15,000 RSUs; Stride Professional Development Platform, Inc.: 100,000 RSUs; Stride Online Tutoring, Inc.: 100,000 RSUs; Stride Learning Intelligence, Inc.: 50,000 RSUs; Stride Learning Hub, Inc.: 100,000 RSUs; Stride Esports, Inc.: 100,000 RSUs; Road2Teach, Inc.: 100,000 RSUs, and Stride Enrichment Programs, Inc.: 50,000 RSUs.

(14)
Mr. McMullen’s outstanding RSAs vest as follows, subject to his continued employment through the applicable vesting date:

• 2,150 shares vested on September 15, 2026, and 6,450 shares will vest semi-annually in three equal installments beginning on March 15, 2027; and

• 268 shares vested on August 8, 2026 and 2,140 shares will vest semi-annually in four equal installments beginning on February 8, 2027.

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Fiscal 2026 Option Exercises and Stock Vested Table

The following table provides information about the value realized by our NEOs as a result of the vesting of RSAs during fiscal 2026. None of our NEOs held or exercised any stock options during fiscal 2026.

				Stock Awards
	Name			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting(1) ($)
	James J. Rhyu			325,218			42,745,289
	Donna Blackman			109,361			14,431,830
	Todd Goldthwaite			16,823			2,230,481
	Greerson G. McMullen, Sr.			2,418			264,467

(1)
Represents the value of vested shares calculated by multiplying (i) the gross number of shares acquired on vesting during fiscal 2026 of each NEO’s respective RSAs by (ii) the closing market price of our Common Stock on the date of vesting.

Fiscal 2026 Non-Qualified Deferred Compensation Table

The following table sets forth certain information with respect to amounts deferred by the NEOs during fiscal 2026, under our Deferred Compensation Plan, which is discussed in more detail in the Compensation Discussion and Analysis above.

	Name			Executive Contributions in Last Fiscal Year ($)(1)			Company Contributions in Last Fiscal Year ($)			Aggregate Earnings / (Losses) in Last Fiscal Year ($)			Aggregate Withdrawals / Distributions ($)			Aggregate Balance at Last FYE ($)
	James J. Rhyu			458,097			—			697,716			—			3,592,555
	Donna Blackman			622,658			—			277,028			—			2,025,198
	Todd Goldthwaite			—			—			—			—			—
	Greerson G. McMullen, Sr.			—			—			—			—			—

(1)
All contributions have been previously reported within the Summary Compensation Table.

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Potential Payments upon Termination or Change in Control

Prior to his termination without cause on July 29, 2026, we were a party to an employment agreement with Mr. Rhyu that provided for severance payments and benefits upon certain terminations of employment, including enhanced payments and benefits following a change in control of the Company. Our remaining NEOs are also entitled to certain payments and benefits upon certain terminations of employment, including enhanced payments and benefits following a change in control of the Company. The terms and conditions of such payments and benefits, and the circumstances in which they will be paid or provided to our NEOs are described in more detail below.

Employment Letter Agreement with Mr. Rhyu

Under Mr. Rhyu’s employment letter agreement, as amended, Mr. Rhyu was entitled to an annual base salary and had a target annual bonus opportunity. In addition, Mr. Rhyu was entitled to annual awards under our equity incentive award plans and programs as in effect from time to time.

Under his employment letter, in the event that Mr. Rhyu’s employment was terminated by the Company without cause or Mr. Rhyu resigned for good reason, Mr. Rhyu was entitled to receive, subject to his signing and not revoking a general release of claims in favor of the Company: (i) continued payment of his annual base salary for a period of 24 months; (ii) any earned but unpaid annual bonus for the year preceding the year of termination, payable as soon as practicable after the date of termination; (iii) continued health benefits at Company expense for a period of 12 months following his date of termination; and (iv) a prorated annual bonus for the year of termination based on actual performance for the year and payable at the same time annual performance bonus payments are made to other senior executive officers of the Company.

In the event that Mr. Rhyu’s employment was terminated by the Company without cause or Mr. Rhyu resigned for good reason, in either case, within two years following a change in control of the Company, Mr. Rhyu was entitled to receive, subject to his signing and not revoking a general release of claims in favor of the Company, (i) a lump sum cash payment equal to two times his base salary; (ii) any earned but unpaid annual bonus for the year preceding the year of termination, payable as soon as practicable after the date of termination; (iii) a prorated annual bonus for the year of termination based on Mr. Rhyu’s target annual bonus opportunity and payable as soon as practicable after the date of termination; (iv) a lump sum cash payment equal to two times his target annual bonus opportunity; (v) continued health benefits at Company expense for a period of 24 months following his date of termination; and (vi) immediate vesting of all unvested equity or equity-based awards granted under any equity compensation plans of the Company, provided that, unless a provision more favorable to Mr. Rhyu is included in an applicable award agreement, any such awards that are subject to performance-based vesting conditions shall only be payable subject to the achievement of the performance objectives for the applicable performance period as provided under the terms of the applicable award agreement.

His employment letter agreement also provided that Mr. Rhyu remains subject to the terms of our Confidentiality, Proprietary Rights and Non-Solicitation Agreement which prohibits the solicitation of employees during the one-year period following termination of employment. In addition, during any period in which Mr. Rhyu is receiving any compensation from the Company (including and no less than any applicable severance period) and for a 12-month period thereafter, Mr. Rhyu is prohibited from competing with the Company or its business.

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Separation Agreement with Mr. Rhyu

In connection with his termination without cause on July 29, 2026, we entered into a separation agreement with Mr. Rhyu (which contains a general release of claims in favor of the Company) providing for (i) continued payment of his annual base salary for a period of 24 months; (ii) his earned but unpaid annual bonus for the 2026 fiscal year, payable as soon as practicable after the date of termination; (iii) continued health benefits at Company expense for a period of 12 months following his date of termination; and (iv) a prorated annual bonus for the 2027 fiscal year, based on actual performance for the year and payable at the same time annual performance bonus payments are made to other senior executive officers of the Company. In addition, under the separation agreement, Mr. Rhyu remained eligible to vest in those RSAs that were scheduled to vest in August 2026 and in the PSUs that were earned based on the attainment of adjusted operating income measured as of the end of fiscal 2026.

Change in Control Arrangements with Other Named Executive Officers

Except as described below with respect to outstanding PSUs, none of our NEOs are entitled to any payments or benefits upon a change in control of the Company absent a qualifying termination of employment in connection with the change in control of the Company. The change in control severance agreements with our NEOs provide that, upon termination of the NEO’s employment by the Company without cause or the resignation of employment by the NEO for good reason, in either case, within two years following a change in control of the Company, the NEO will be entitled to receive, subject to the NEO signing and not revoking a general release of claims in favor of the Company and continued compliance with certain restrictive covenants, (i) a lump sum severance payment in an amount equal to 1.5 times the standard severance the NEO would be entitled to receive under the Company’s then-prevailing severance guidelines (as described below) and 1.5 times the NEO’s target annual bonus opportunity; (ii) reimbursement for the Company paid portion of the COBRA premiums required to continue group medical, dental and vision coverage for the NEO and the NEO’s covered dependents for a period of up to 18 months following termination; and (iii) accelerated vesting of all unvested equity or equity-based awards, provided that, unless a provision more favorable to the NEO is included in an applicable equity award agreement, any such awards that are subject to performance-based vesting conditions will only be payable subject to the achievement of the performance objectives for the applicable performance period as provided under the terms of the applicable award agreement.

Severance Guidelines for Other Named Executive Officers

In the event our NEOs experience a qualifying termination of employment not in connection with a change in control of the Company, they are generally entitled to receive severance payments and benefits under the Company’s severance guidelines, in an amount determined based on their position and tenure with the Company, which is currently equal to 1.0 times annual base salary and payment or reimbursement of the Company- paid portion of the COBRA premiums required to continue group medical, dental and vision coverage for the NEO and the NEO’s covered dependents for a period of up to 12 months following termination. In addition, upon a termination of employment without cause or resignation for good reason, these NEOs may be eligible to receive (subject entirely to the Compensation Committee’s discretion and contingent upon signing a general release of claims in favor of the Company) accelerated vesting of outstanding and unvested time-based RSAs.

Equity Awards

Pursuant to the terms of their outstanding equity award agreements, in the event the employment of our NEOs is terminated due to their death or disability, the NEO (or their estate) would be entitled to full accelerated vesting of outstanding and unvested time-based RSAs.

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Estimated Value of Termination and Change in Control Payments and Benefits

The following table provides the estimated dollar value of the potential payments and benefits that each NEO would be eligible to receive upon certain terminations of employment (including in connection with a change in control of the Company), assuming that the termination or change in control, as applicable, occurred on June 30, 2026, and the price per share of our Common Stock equaled $86.24, the value of one share of our Common Stock on June 30, 2026.

	Name			Payment			Death ($)			Disability ($)			Termination Without Cause ($)			Constructive Termination / Good Reason ($)			Change in Control (no Termination) ($)			Change in Control (and Qualifying Termination) ($)
	James J. Rhyu			Salary Continuation			—			—			2,000,000			2,000,000			—			2,000,000
				Bonus			—			—			2,000,000			2,000,000			—			6,000,000
				Benefit Continuation(1)			—			—			26,762			26,762			—			53,524
				RSA Vesting(2)			9,441,210			9,441,210			—			—			—			9,441,210
				PSU Vesting(3)			—			—			—			—			34,061,868			—
	Donna Blackman			Salary Continuation			—			—			625,000			625,000			—			937,500
				Bonus			—			—			—			—			—			1,406,250
				Benefit Continuation(1)			—			—			19,717			19,717			—			29,575
				RSA Vesting(2)			2,422,395			2,422,395			—			—			—			2,422,395
				PSU Vesting(3)			—			—			—			—			8,286,112			—
				RSU Vesting(4)			—			—			—			—			71,400			—
	Todd Goldthwaite			Salary Continuation			—			—			400,000			400,000			—			600,000
				Bonus			—			—			—			—			—			600,000
				Benefit Continuation(1)			—			—									—
				RSA Vesting(2)			354,964			354,964			—			—			—			354,964
				PSU Vesting(3)			—			—			—			—			1,927,033			—
				RSU Vesting(4)			—			—			—			—			​119,000			—
	Greerson G. McMullen, Sr.			Salary Continuation			—			—			500,000			500,000			—			750,000
				Bonus			—			—			—			—			—			562,500
				Benefit Continuation(1)			—			—			10,228			10,228			—			15,341
				RSA Vesting(2)			949,330			949,330			—			—			—			949,330
				PSU Vesting(3)															346,167

(1)
Amounts shown represent an estimate of the cost to provide continued health, medical, dental and vision benefits.

(2)
Amounts shown include the dollar value of the portion of outstanding RSAs that would vest in each of the circumstances described above.

(3)
Amounts shown include the dollar value of the portion of PSUs that would vest upon a change in control of the Company assuming target achievement as it relates to the applicable performance metrics and the closing price of our Common Stock on June 30, 2026.

(4)
Amounts shown include the dollar value of the RSUs that would vest upon a change in control of the Company based on the fair market value of the RSUs as of June 30, 2026.

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CEO Pay Ratio

As required by Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the median of the annual total compensation of all our employees (except our CEO) and the annual total compensation of our CEO, Mr. Rhyu. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K.

There were no changes to the employee population or compensation programs from fiscal 2024 to fiscal 2026 that would significantly impact our pay ratio disclosure. As a result, we are using the same median employee identified in the CEO Pay Ratio disclosure included in our fiscal 2024 proxy statement. We identified the median employee for fiscal 2024 from among those employees who were employed by us on June 28, 2024, excluding our CEO, based on annualized base salaries for fiscal 2024, which we believe is reasonably representative of our employees’ total compensation for the fiscal year. We included all employees, whether employed on a full-time, part-time or seasonal basis, which yielded a total employee population of 8,615. We did not make any cost-of-living or other adjustments to employee compensation.

For the median employee, we calculated the annual total compensation for fiscal 2026 for such employee using the same methodology we used for our NEOs as set forth in the Fiscal 2026 Summary Compensation Table.

For fiscal 2026, the annual total compensation for our median employee was $67,940 and the annual total compensation for our CEO was $22,466,332, resulting in a pay ratio of 331 to 1.

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Pay-Versus-Performance Disclosure

The Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward and retain our executive officers. Our program aligns executive pay with our stockholders’ interests and links pay to performance through a blend of short-term and long-term performance measures.

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the Compensation Actually Paid to our NEOs and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how executive compensation aligns with our performance, please refer to “Executive Compensation - Compensation Discussion and Analysis.”

Pay-Versus-Performance Table

	Fiscal Year			Summary Compensation Table Total for PEO1			Compensation Actually Paid to PEO2			Average Summary Compensation Table Total for Non-PEO Named Executive Officers3			Average Compensation Actually Paid to Non-PEO Named Executive Officers4			Value of Initial Fixed $100 Investment Based On:						Net Income7			Company- Selected Measure: Revenue8
																Total Stockholder Return5			Peer Group Total Stockholder Return6
	(a)			(b)			(c)			(d)			(e)			(f)			(g)			(h)			(i)
	2026			$22,466,332			$(36,585,065)			$2,934,623			$(3,433,229)			$254			$181			$338,192,000			$2,518,081,000
	2025			$21,496,095			$110,458,035			$2,912,493			$8,310,634			$274			$186			$287,941,000			$2,405,317,000
	2024			$15,623,124			$44,420,248			$3,248,911			$5,737,256			$194			$141			$204,183,000			$2,040,069,000
	2023			$9,737,733			$9,252,934			$2,213,728			$1,834,039			$124			$96			$126,867,000			$1,837,358,000
	2022			$7,691,994			$10,589,204			$2,268,304			$4,323,405			$126			$80			$107,130,000			$1,686,666,000

(1)
The dollar amounts reported in column (b) represents the amount of total compensation reported for James J. Rhyu (our “PEO”) for each covered fiscal year in the “Total” column of the Summary Compensation Table.

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(2)
The Compensation Actually Paid to our PEO reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table:

	PEO									Fiscal 2022			Fiscal 2023			Fiscal 2024			Fiscal 2025			Fiscal 2026
				Summary Compensation Table - Total Compensation			(a)			$7,691,994			$9,737,733			$15,623,124			$21,496,095			$22,466,332
	−			Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year			(b)			$5,056,893			$7,146,186			$12,011,113			$16,860,903			​$20,178,768
	+			Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year			(c)			$5,496,289			$6,956,947			$30,363,497			$44,255,673			$6,029,816
	+			Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years			(d)			$761,586			-$536,307			$8,615,400			$55,423,988			-$41,112,710
	+			Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year			(e)			$189,978			$323,898			$673,144			$1,179,928			$352,637
	+			Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year			(f)			$1,506,250			-$83,151			$1,156,196			$4,963,254			-$4,142,372
	−			Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year			(g)			$0			$0			$0			$0			$0
	=			Compensation Actually Paid						$10,589,204			$9,252,934			$44,420,248			$110,458,035			-$36,585,065

For purposes of the adjustments to determine “Compensation Actually Paid,” we computed the fair value of equity awards in accordance with FASB ASC Topic 718 at the vesting date (for awards that vested at the end of or during each covered fiscal year) and at the end of the fiscal year (for awards that were outstanding and unvested as of the end of the covered fiscal year). The assumptions made in the calculation of the fair value of these equity awards did not differ materially from those disclosed as of the grant date of such equity awards.

(3)
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our NEOs as a group (excluding our PEOs) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The names of each NEO included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows:

Fiscal 2026

Fiscal 2025

Fiscal 2024

Fiscal 2023

Fiscal 2022

•

Donna Blackman

•

Donna Blackman

•

Donna Blackman

•

Nathaniel A. Davis

•

Nathaniel A. Davis

•

Todd Goldthwaite

•

Todd Goldthwaite

•

Todd Goldthwaite

•

Donna Blackman

•

Timothy J. Medina

•

Greerson G. McMullen, Sr.

•

Greerson G. McMullen, Sr.

•

Vincent W. Mathis

•

Vincent W. Mathis

•

Vincent W. Mathis

•

Vincent W. Mathis

•

Les Ottolenghi

•

Les Ottolenghi

•

Les Ottolenghi

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(4)
The Compensation Actually Paid to our NEOs (excluding our PEO) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table:

	NEO Average									Fiscal 2022			Fiscal 2023			Fiscal 2024			Fiscal 2025			Fiscal 2026
				Summary Compensation Table - Total Compensation			(a)			$2,268,304			$2,213,728			$3,248,911			$2,912,493			$2,934,623
	−			Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year			(b)			$1,109,502			$1,339,659			$2,082,203			$2,059,602			​$2,097,674
	+			Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year			(c)			$835,736			$1,304,186			$3,793,112			$3,626,912			$737,149
	+			Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years			(d)			$795,599			-$64,247			$1,035,978			$5,069,498			-$4,520,563
	+			Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year			(e)			$417,023			$60,715			$78,514			$69,362			$49,009
	+			Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year			(f)			$1,116,245			-$340,684			$135,915			$470,461			-$535,773
	−			Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year			(g)			$0			$0			$472,970			$1,778,488			$0
	=			Compensation Actually Paid						$4,323,405			$1,834,039			$5,737,256			$8,310,634			-$3,433,229

For purposes of the adjustments to determine “Compensation Actually Paid,” we computed the fair value of equity awards in accordance with FASB ASC Topic 718 at the vesting date (for awards that vested at the end of or during each covered fiscal year), at the end of the fiscal year (for awards that were outstanding and unvested as of the end of the covered fiscal year, including equity awards granted by newly-formed indirect subsidiaries of the Company (and direct subsidiaries of K12 Management Inc.) that were outstanding and unvested as of the end of the covered fiscal year). The assumptions made in the calculation of the fair value of these equity awards did not differ materially from those disclosed as of the grant date of such equity awards.

(5)
Total stockholder return is calculated by assuming that a $100 investment was made on the close of trading on June 30, 2021 and reinvesting all dividends until the last day of each reported fiscal year.

(6)
The peer group used is a select group of comparator companies, as used in the stock performance graph shown in our Annual Report on Form 10-K for the covered fiscal year. For the fiscal year ended June 30, 2026, such group was comprised of Covista Inc., Bright Horizons Family Solutions Inc., Coursera, Inc., Duolingo, Inc., Lincoln Educational Services Corporation, Grand Canyon Education Inc., Perdoceo Education Corporation, Pearson plc, Strategic Education Inc., and Universal Technical Institute, Inc., as presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026. Total stockholder return is calculated by assuming that a $100 investment was made on the close of trading on June 30, 2021 and reinvesting all dividends until the last day of each reported fiscal year.

(7)
The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.

(8)
Total revenue has been chosen as our Company Selected Measure.

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Financial Performance Measures

The financial performance measures listed below represent all of the financial performance measures that were used to determine the compensation actually paid to our NEOs in fiscal 2026:

• Revenue

• Adjusted EBITDA

• Adjusted Operating Income

Compensation Actually Paid and Company TSR and Peer Group TSR

The following chart illustrates the relationship between our Compensation Actually Paid and TSR and the relationship between our TSR and peer group TSR.

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Compensation Actually Paid and Net Income

The following chart illustrates the relationship between our Compensation Actually Paid and Net Income.

Compensation Actually Paid and Revenue

The following chart illustrates the relationship between our Compensation Actually Paid and Revenue.

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GENERAL MATTERS

Delinquent Section 16(a) Reports

Section 16 of the Exchange Act requires directors and executive officers and persons, if any, owning more than 10% of a class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s equity and equity-derivative securities. Based solely upon a review of the copies of such reports and written representations from reporting persons, we believe that all Section 16(a) filing requirements applicable to our directors, officers and greater than 10% stockholders were complied with on a timely basis during fiscal 2026, except for a late Form 4 for Mr. McMullen filed on January 20, 2026, relating to the withholding of shares for tax purposes on vesting of RSAs on September 15, 2025, due to an administrative error.

Stockholder Proposals and Nominations

Stockholder proposals intended for inclusion in next year’s proxy statement under Rule 14a-8 of the Exchange Act should be sent to our principal executive offices and must be received not less than 120 calendar days prior to October 27, 2027. Accordingly, stockholder proposals must be received no later than June 29, 2027. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included in the Proxy Statement.

Additionally, the Bylaws provide that stockholders desiring to nominate a director or bring any other business before the stockholders at an annual meeting must notify our corporate secretary of this proposal in writing not later than 90 days nor earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Accordingly, for the 2027 Annual Meeting, any notification must be made no earlier than August 12, 2027 and no later than September 11, 2027. However, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be provided not more than 120 days prior to such annual meeting and not later than (i) 90 days prior to such annual meeting or, (ii) if later, the 10^th day following the day on which public disclosure of the date of such annual meeting was first made by the Company. The stockholder must be a stockholder of record at the time of giving notice and must be entitled to vote at that annual meeting. The fact that the Company may not insist upon compliance with these requirements should not be construed as a waiver of our right to do so at any time in the future.

In addition to satisfying the requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act.

In connection with our solicitation of proxies for the 2027 Annual Meeting, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

Delivery of Documents to Stockholders Sharing an Address

The SEC’s rules permit the Company to deliver a single set of Annual Meeting materials to one address shared by two or more of the Company’s stockholders. The Company has delivered only one Notice of Internet Availability of Proxy Materials or Proxy Statement and Annual Report (where paper copies were previously requested) to multiple stockholders who share an address, unless the Company received contrary instructions from the affected stockholders prior to the mailing date. The Company will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability of Proxy Materials or separate paper copies of all Annual Meeting

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materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Annual Meeting materials or the materials for future meetings, contact Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA 20190, Attention: Investor Relations, or call us at (703) 483-7000.

Stockholders sharing an address can request delivery of a single copy of the Annual Meeting materials, if they are currently receiving multiple copies of the Annual Meeting materials, by writing to Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA 20190, Attention: Investor Relations, or call us at (703) 483-7000.

Other Matters

We do not expect that any matter other than the proposals presented in this Proxy Statement will be brought before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting, then the proxy holders will vote in their discretion with respect to those matters.

If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned from time to time upon the approval of a majority of the voting stock represented in person or by proxy at the Annual Meeting, until a quorum is present or represented. Any business may be transacted, which might have been transacted at the meeting originally noticed, at the adjourned meeting at which a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

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APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

				Year Ended June 30,
				2024			2025			2026
				($ thousands)
	Net income			$204,183			$287,941			$338,192
	(Income) loss from equity method investments			(977)			2,271			205
	Income tax expense			64,482			93,007			102,765
	Other income, net			(26,900)			(33,629)			(2,173)
	Interest expense, net			8,812			10,504			11,778
	Stock-based compensation expense			31,462			36,794			40,255
	Amortization of intangible assets			12,878			9,867			7,351
	Depreciation and other amortization			96,805			104,802			119,211
	Impairment of long-lived assets			0			59,478			0
	Adjusted EBITDA			$390,745			$571,035			$617,584

				Year Ended June 30,
				2024			2025			2026
				($ thousands)
	Income from operations			$249,600			$360,094			$450,767
	Stock-based compensation expense			31,462			36,794			40,255
	Amortization of intangible assets			12,878			9,867			7,351
	Impairment of long-lived assets			0			59,478			0
	Adjusted operating income			$293,940			$466,233			$498,373

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