Stride (NYSE: LRN) executive has 354 shares withheld to cover taxes

Rhea-AI Filing Summary

Stride, Inc. managing director Todd Goldthwaite reported an automatic tax-related share disposition. On the vesting of restricted shares, the company withheld 354 shares of common stock at $84.25 per share to cover withholding taxes.

After this tax-withholding disposition, he directly holds 93,506 shares of Stride common stock.

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

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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^*

Goldthwaite Todd

(Last) (First) (Middle)

11720 PLAZA AMERICA DRIVE

9TH FLOOR

(Street)

RESTON VA 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	MANAGING DIRECTOR

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		F(1)		354	D	$84.25	93,506	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares withheld by the Company 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 vesting date, or if the vesting date fell on a weekend or market holiday, upon the closing price of a share of Stride common stock on the most recent prior market day.

	/s/ John C. Grothaus, Attorney-in-fact	02/20/2026
	** 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).
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FAQ

What did Stride (LRN) insider Todd Goldthwaite report on this Form 4?

Todd Goldthwaite reported an automatic tax-withholding disposition of Stride shares. The company withheld shares that were otherwise due to him upon vesting of restricted stock, using them to satisfy income tax withholding obligations instead of receiving all vested shares in stock.

How many Stride (LRN) shares were withheld for taxes and at what price?

A total of 354 Stride common shares were withheld to cover taxes. The withholding was valued at $84.25 per share, based on the closing price around the vesting date, as described in the footnote explaining how the company calculated the number of shares withheld.

Is Todd Goldthwaite’s Form 4 transaction an open-market sale of Stride (LRN) stock?

No, the transaction is not an open-market sale. It is a tax-withholding disposition, where Stride withheld vested shares to cover Goldthwaite’s tax liability, rather than him selling shares into the market for cash proceeds.

How many Stride (LRN) shares does Todd Goldthwaite own after this transaction?

After the tax-withholding disposition, Todd Goldthwaite directly owns 93,506 shares of Stride common stock. This figure reflects his remaining direct holdings following the company’s withholding of 354 vested shares to satisfy associated tax obligations.

Why did Stride (LRN) withhold 354 shares from Todd Goldthwaite upon vesting?

Stride withheld 354 shares to cover Goldthwaite’s income tax withholding on vested restricted stock. The footnote explains the company uses the closing stock price on or just before vesting to determine the number of shares needed to satisfy the executive’s tax obligations.

How was the withholding price for Todd Goldthwaite’s Stride (LRN) shares determined?

The withholding price of $84.25 per share was based on Stride’s closing stock price on the vesting date. If vesting fell on a weekend or market holiday, the company instead used the most recent prior market day’s closing price to calculate the tax shares.