[Form 4] Stride, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stride, Inc. (LRN) reporting person Todd Goldthwaite executed equity transactions on 09/17/2025 tied to prior awards. A performance-based award vested at an above-target threshold, resulting in the issuance of 3,335 shares (no cash price). Simultaneously, the company withheld 3,065 shares to satisfy tax withholding at a sale price of $138.54 per share. After these transactions the reporting person beneficially owns 94,046 shares. The filing was signed by an attorney-in-fact on 09/19/2025 and discloses that the restricted stock rights vested based on specified compound annual growth rates in Stride’s share price through 09/15/2025.

Positive

• Performance award vested at above-target levels, resulting in issuance of 3,335 shares and indicating achievement of specified performance conditions.
• Reporting person retains substantial ownership with 94,046 shares beneficially owned after the transactions, suggesting alignment with shareholders.

Negative

• 3,065 shares were withheld to cover tax obligations, recorded as a disposition at $138.54 per share, which reduces the reporting person's share count.
• No disclosure of open-market purchases; the acquisition is through vesting, so it does not reflect new purchases funded by the reporting person.

Insights

Securities Analyst

TL;DR: Insider received shares from a performance award; a modest number were withheld to cover taxes, leaving net beneficial ownership largely unchanged.

The Form 4 shows a routine equity vesting event tied to a performance award granted in 2022 that vested at an above-target level on 09/17/2025, delivering 3,335 shares to the reporting person. A separate disposition of 3,065 shares at $138.54 reflects share withholding to satisfy tax obligations, not an open-market sale. The net reported beneficial ownership after these actions is 94,046 shares, suggesting continued alignment between the insider and shareholders. Impact is largely administrative and disclosure-driven rather than indicative of a change in conviction.

Corporate Governance Expert

TL;DR: This is a standard, pre-structured vesting and tax-withholding reporting event with limited governance implications.

The transactions arise from contractual award terms: performance conditions tied to compound annual growth rates and restricted stock rights that convert to common shares upon vesting. The withholding of 3,065 shares to cover taxes is consistent with typical executive compensation practices and is disclosed here as a disposition at the withholding price of $138.54. There is no indication of discretionary open-market selling or governance change; documentation appears to follow required Section 16 reporting protocols.

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)
09/17/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2025		M(1)		3,335	A	$0	93,776	D
Common Stock	09/17/2025		A(1)		3,335	A	$0	97,111	D
Common Stock	09/17/2025		F(2)		3,065	D	$138.54	94,046	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
Restricted Stock Right	(3)	09/17/2025		M			3,335	(3)	09/15/2025	Common Stock	3,335	$0	0	D

Explanation of Responses:

1. Represents the acquisition of shares of Common Stock in connection with the vesting at above target threshold of the performance award originally granted on September 6, 2022.

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 vesting date.

3. Each restricted stock right represents a contingent right to receive one share of Stride common stock. The restricted stock rights vested 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, 2025, subject to earlier vesting in certain circumstances described in the applicable award agreement.

	/s/ John C. Grothaus, Attorney-in-fact	09/19/2025
	** 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.
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FAQ

What transactions did Todd Goldthwaite report on Form 4 for LRN?

The filing reports a 09/17/2025 vesting of 3,335 shares from a performance award and a 3,065-share withholding at $138.54 to cover taxes, leaving 94,046 shares beneficially owned.

Were any shares sold on the open market in this Form 4 for LRN?

No. The disposition of 3,065 shares reflects tax withholding upon vesting, not an open-market sale.

Why did the performance award vest for Stride (LRN)?

The restricted stock rights vested based on achieving specified compound annual growth rates in the company’s common stock price between the award date (09/06/2022) and 09/15/2025, as stated in the filing.

What was the price used for the tax withholding transaction?

The filing shows the withholding disposition recorded at $138.54 per share.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by John C. Grothaus, Attorney-in-fact on behalf of the reporting person on 09/19/2025.