Strategic Education (STRA) chair gets stock award, tax withholding

Rhea-AI Filing Summary

Strategic Education, Inc. director and chairman Robert S. Silberman reported equity compensation and related tax withholding in company stock. He received a grant of 52,646 shares of restricted Common Stock, which will vest on February 26, 2030 subject to performance criteria. Separately, 28,260 shares were withheld to cover taxes on performance-based restricted shares that vested on February 24, 2026. Following these transactions, he directly holds 319,152 shares of Common Stock, including 851 shares acquired under the company’s 401(k) plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SILBERMAN ROBERT S

Role CHAIRMAN

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	52,646	$0.00	--
Tax Withholding	Common Stock	28,260	$74.91	$2.12M

Holdings After Transaction: Common Stock — 319,152 shares (Direct)

Footnotes (1)

1. Number of shares withheld to cover taxes with respect to performance-based restricted shares that vested on February 24, 2026. These shares are restricted and will vest on February 26, 2030, subject to the satisfaction of certain performance criteria. Includes 851 shares acquired under the Company's 401(k) plan.

Form 4 Insider Transactions: What Each Field Means →

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^*

SILBERMAN ROBERT S

(Last) (First) (Middle)

2303 DULLES STATION BLVD.

(Street)

HERNDON VA 20171

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Strategic Education, Inc. [ STRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		F		28,260(1)	D	$74.91	266,506	D
Common Stock	02/26/2026		A		52,646(2)	A	$0	319,152(3)	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. Number of shares withheld to cover taxes with respect to performance-based restricted shares that vested on February 24, 2026.

2. These shares are restricted and will vest on February 26, 2030, subject to the satisfaction of certain performance criteria.

3. Includes 851 shares acquired under the Company's 401(k) plan.

	/s/ Daniel W. Jackson, Attorney-in-Fact	02/26/2026
	** 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).
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.

FAQ

What insider transactions did STRA chairman Robert S. Silberman report?

Robert S. Silberman reported receiving 52,646 shares of restricted Strategic Education common stock and a separate withholding of 28,260 shares for taxes. These transactions are equity compensation and tax-related, not open-market purchases or sales, and affect his reported direct share ownership.

When do Robert S. Silberman’s newly granted STRA restricted shares vest?

The 52,646 newly granted restricted shares vest on February 26, 2030, subject to performance criteria. This means he must meet specified performance conditions and remain eligible until that date before the shares fully become his, aligning compensation with long-term company performance.

Why were 28,260 STRA shares disposed of in Robert S. Silberman’s Form 4?

The 28,260 shares were withheld to cover taxes on performance-based restricted shares that vested on February 24, 2026. This tax-withholding disposition satisfies tax obligations using shares rather than cash and is a common administrative feature of equity compensation programs.

How many STRA shares does Robert S. Silberman own after these transactions?

After these transactions, Robert S. Silberman directly owns 319,152 shares of Strategic Education common stock. This total includes 851 shares acquired through the company’s 401(k) plan, reflecting both long-term incentives and retirement-plan-related holdings in the company.

Are Robert S. Silberman’s new STRA shares subject to performance conditions?

Yes, the 52,646 restricted shares granted to Robert S. Silberman will vest on February 26, 2030 only if specified performance criteria are satisfied. This structure links his compensation to Strategic Education’s achievement of defined performance goals over the vesting period.