LRN executive equity awarded; 56 shares withheld for taxes

Rhea-AI Filing Summary

Todd Goldthwaite, Managing Director of Stride, Inc., reported equity awards and a small withholding transaction in early August 2025. On 08/08/2025 he received a grant of restricted common stock totaling 2,676 shares 20% vesting in the first year and 40% vesting in each of the next two years. The filing shows beneficial ownership of 91,360 shares after the grant. On 08/09/2025 the issuer withheld 56 shares to satisfy the reporting person’s tax withholding obligation at a price of $149.45, leaving 91,304 shares beneficially owned. The filing also discloses an award of 402 restricted stock rights that vest only if specified compound annual growth rates in the company’s stock price are met by 09/15/2028

Insights

Securities Analyst

TL;DR: Routine executive equity grant and tax withholding; limited immediate market impact but aligns executive pay with share performance.

The reported transactions consist of a time‑vesting restricted share grant of 2,676 shares and a performance‑based restricted stock right award for 402 shares, plus the withholding of 56 shares to cover taxes at $149.45 per share. The time‑based award vests 20% in year one and 40% in each of the following two years, while the rights require achieving specified CAGR thresholds through 09/15/2028. These items are compensation mechanics and do not by themselves indicate changes to business operations, but they increase the reporting person’s vested alignment with shareholder value over the vesting period.

Corporate Governance Expert

TL;DR: Performance‑contingent and time‑vested awards support long‑term alignment; withholding is standard tax treatment.

The structure reported—time‑based restricted shares plus performance‑based restricted stock rights—ties a portion of pay to sustained share‑price performance and time in role. The filing documents standard vesting terms and a modest tax‑withholding disposition of 56 shares. From a governance perspective, performance thresholds through 09/15/2028 indicate management incentives are linked to long‑term stock performance rather than immediate payout, which is consistent with common best practices for executive equity compensation.

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		A(1)		2,676	A	$0	91,360	D
Common Stock	08/09/2025		F(2)		56	D	$149.45	91,304	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)	(3)	08/08/2025		A		402		(3)	09/15/2028	Common Stock	402	$0	402	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.
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FAQ

Who filed the Form 4 for Stride (LRN)?

The Form 4 was filed on behalf of Todd Goldthwaite, listed as Managing Director and an officer of Stride, Inc.

What equity transactions were reported for LRN in this filing?

The filing reports a grant of 2,676 restricted common shares, a withholding of 56 shares for taxes, and an award of 402 restricted stock rights tied to performance.

How do the restricted shares vest?

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

What are the terms of the restricted stock rights?

The restricted stock rights (402 shares at the threshold level reported) vest based on achieving specified compound annual growth rates in Stride’s stock price through 09/15/2028.

Why were 56 shares withheld and at what price?

The issuer withheld 56 shares to cover the reporting person’s tax withholding obligation; the withholding calculation used a price of $149.45 per share.