Strategic Education (STRA) CAO gets stock grant, uses shares for taxes

Rhea-AI Filing Summary

Strategic Education, Inc. chief accounting officer Tal Darmon reported two stock transactions involving common shares. On February 26, 2026, Darmon acquired 4,607 restricted shares as a grant, which will vest on February 26, 2030. On February 24, 2026, 4,784 shares were withheld to cover taxes on vested restricted stock, a disposition for tax withholding rather than an open-market sale.

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^*

Darmon Tal

(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)

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

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		4,784(1)	D	$74.91	22,034	D
Common Stock	02/26/2026		A		4,607(2)	A	$0	26,641	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 restricted shares that vested on February 24, 2026.

2. These shares are restricted and will vest on February 26, 2030.

	/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 executive Tal Darmon report on this Form 4?

Tal Darmon reported receiving 4,607 restricted shares and a separate withholding of 4,784 shares for taxes. The first was a stock grant; the second satisfied tax obligations when earlier restricted shares vested.

Was the STRA Form 4 transaction an open-market stock sale by Tal Darmon?

No, the disposition of 4,784 shares was for tax withholding, not an open-market sale. The shares were withheld to cover taxes owed when previously granted restricted stock vested on February 24, 2026.

What stock award did STRA’s chief accounting officer receive in February 2026?

Tal Darmon received a grant of 4,607 shares of Strategic Education common stock. These shares are restricted and scheduled to vest on February 26, 2030, aligning compensation with longer-term company performance.

When will Tal Darmon’s newly granted STRA restricted shares vest?

The 4,607 newly granted restricted shares are scheduled to vest on February 26, 2030. Until then, they remain subject to vesting conditions typically tied to continued employment or performance requirements.

How many STRA shares were used to cover Tal Darmon’s tax liability?

A total of 4,784 Strategic Education common shares were withheld on February 24, 2026. These shares covered taxes associated with restricted stock that vested on the same date, avoiding a separate cash payment.

Does the STRA Form 4 show Tal Darmon’s direct ownership after these transactions?

Yes, the Form 4 indicates direct ownership amounts after each transaction. Following the tax withholding, the report shows updated directly owned shares, reflecting both the vesting-related withholding and the new restricted stock grant.