LRN insider filing: CEO awards include time- and performance-based equity

Q: What insider transactions did Stride (LRN) report for the CEO?

The CEO and director was granted 40,147 restricted shares on 08/08/2025 and an award of 23,419 restricted stock rights tied to stock-price CAGR through 09/15/2028 .

Q: Did the report show any shares sold or withheld?

Yes, the issuer withheld 3,264 shares 08/09/2025 to satisfy the executive's tax withholding associated with vesting, at a reported withholding price of $149.45 .

Q: What is the vesting schedule for the restricted shares?

The restricted shares vest semi-annually with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date.

Q: What are the conditions for the restricted stock rights?

The 23,419 restricted stock rights vest based on achievement of specified compound annual growth rates in the company's common stock price between the award date and 09/15/2028 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

James Jeaho Rhyu, who serves as both Director and Chief Executive Officer of Stride, Inc. (LRN), reported insider transactions on 08/08/2025 and 08/09/2025. On 08/08/2025 he was granted 40,147 restricted shares (reported as acquired at $0) that vest semi-annually with 20% vesting in year one and 40% in each of the next two years. The same date also shows an award of 23,419 restricted stock rights tied to achieving specified compound annual growth rates in Stride’s share price through 09/15/2028. On 08/09/2025 the issuer withheld 3,264 shares to satisfy tax withholding related to vesting at a reported withholding price of $149.45, leaving the reporting person with 735,724 shares following the disposition. These entries reflect routine executive compensation grants and tax-withholding activity with both time- and performance-based vesting conditions.

Positive

Grant of 40,147 restricted shares to the CEO/director, indicating retention-focused compensation
23,419 restricted stock rights awarded with performance vesting tied to share-price CAGR through 09/15/2028, aligning pay with long-term stock performance
Clear vesting schedule for time-based awards (20% first year, 40% each in years two and three) which supports retention

Negative

3,264 shares withheld$149.45
Net beneficial ownership decreased735,724 shares

Insights

TL;DR: Routine but sizeable executive awards; performance-based rights align pay with stock performance, limited immediate market impact.

The filing documents a grant of 40,147 restricted shares and 23,419 performance-contingent restricted stock rights to Stride's CEO and director, with a clear multi-year vesting schedule and performance hurdles through 09/15/2028. The subsequent withholding of 3,264 shares at $149.45 to cover taxes is administrative. For investors, the material facts are the magnitude of the grants and that a portion is tied to share-price compound annual growth, which can align management incentives with shareholder returns but does not by itself change outstanding share counts materially today.

TL;DR: Compensation appears standard governance practice—time- and performance-based vesting preserves alignment and retains executive.

The award structure combines time-based restricted shares (vesting: 20% first year, 40% years two and three) and performance-based restricted stock rights contingent on specified CAGR in the company's stock price to 09/15/2028. The transaction showing share withholding (3,264 shares) to satisfy tax obligations is customary. From a governance perspective, the mix of time and performance vesting is consistent with incentive alignment policies; the filing does not disclose any unusual acceleration clauses or one-time cash payouts.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rhyu James Jeaho

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,264	$149.45	$488K
Grant/Award	Restricted Stock Right	23,419	$0.00	--
Grant/Award	Common Stock	40,147	$0.00	--

Holdings After Transaction: Common Stock — 735,724 shares (Direct); Restricted Stock Right — 23,419 shares (Direct)

Footnotes (1)

These shares are restricted and vest semi-annually, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date. Represents the number of shares withheld by the Issuer upon the vesting of restricted shares to cover the executive's withholding tax associated with the satisfaction of all vesting conditions. The number of shares withheld is based upon the closing price of a share of Stride common stock on the most recent prior market day. Represents an award of restricted stock rights, each of which represents a contingent right to receive one share of the Company's common stock. The restricted stock rights will vest based on the achievement of certain compound annual growth rates in the price of the Company's common stock between the award date and September 15, 2028, subject to earlier vesting in certain circumstances described in the applicable award agreement. The amount reported herein represents the threshold amount under the award.

Form 4 Insider Transactions: What Each Field Means →

08/12/2025 - 05:19 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rhyu James Jeaho

(Last)

(First)

(Middle)

11720 PLAZA AMERICA DRIVE

9TH FLOOR

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Stride, Inc. [ LRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2025		A⁽¹⁾		40,147	A	$0	738,988	D
Common Stock	08/09/2025		F⁽²⁾		3,264	D	$149.45	735,724	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Right⁽³⁾	⁽³⁾	08/08/2025		A		23,419		⁽³⁾	09/15/2028	Common Stock	23,419	$0	23,419	D

Explanation of Responses:

1. These shares are restricted and vest semi-annually, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date.

2. Represents the number of shares withheld by the Issuer upon the vesting of restricted shares to cover the executive's withholding tax associated with the satisfaction of all vesting conditions. The number of shares withheld is based upon the closing price of a share of Stride common stock on the most recent prior market day.

3. Represents an award of restricted stock rights, each of which represents a contingent right to receive one share of the Company's common stock. The restricted stock rights will vest based on the achievement of certain compound annual growth rates in the price of the Company's common stock between the award date and September 15, 2028, subject to earlier vesting in certain circumstances described in the applicable award agreement. The amount reported herein represents the threshold amount under the award.

	/s/ John C. Grothaus, Attorney-in-fact	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Stride (LRN) report for the CEO?

The CEO and director was granted 40,147 restricted shares on 08/08/2025 and an award of 23,419 restricted stock rights tied to stock-price CAGR through 09/15/2028.

Did the report show any shares sold or withheld?

Yes, the issuer withheld 3,264 shares08/09/2025 to satisfy the executive's tax withholding associated with vesting, at a reported withholding price of $149.45.

What is the vesting schedule for the restricted shares?

The restricted shares vest semi-annually with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date.

What are the conditions for the restricted stock rights?

The 23,419 restricted stock rights vest based on achievement of specified compound annual growth rates in the company's common stock price between the award date and 09/15/2028.

How many shares did the CEO hold after these transactions?

Following the reported transactions the filing shows the reporting person beneficially owned 735,724 shares.