Strategic Education (STRA) CEO sells shares and receives new grant

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Strategic Education, Inc. director and chief executive officer Raymond Karl McDonnell reported multiple transactions in the company’s common stock. On February 24, 2026, he disposed of 28,293 shares to cover taxes on performance-based restricted shares that vested that day, and sold an additional 18,052 shares and 20,788 shares in open-market transactions under a pre-established Rule 10b5-1 trading plan at weighted-average prices within disclosed ranges around the mid‑$70s per share. After these sales and tax-withholding dispositions, he directly held 106,332 shares. On February 26, 2026, he received a grant of 52,646 restricted shares at no cost, which will vest on February 26, 2030 if specified performance criteria are met, bringing his direct holdings to 158,978 shares of common stock.

Insider Trade Summary

Net Seller: 38,840 shares ($2,926,600)

Net Sell 4 txns

Insider MCDONNELL RAYMOND KARL

Role CHIEF EXECUTIVE OFFICER

Sold 38,840 shs ($2.93M)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	52,646	$0.00	--
Tax Withholding	Common Stock	28,293	$74.91	$2.12M
Sale	Common Stock	18,052	$75.12	$1.36M
Sale	Common Stock	20,788	$75.55	$1.57M

Holdings After Transaction: Common Stock — 158,978 shares (Direct)

Footnotes (1)

Number of shares withheld to cover taxes with respect to performance-based restricted shares that vested on February 24, 2026. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on March 5, 2025. Weighted average share price, as these shares were sold in multiple transactions at prices ranging from $74.37 to $75.36, inclusive. Weighted average share price, as these shares were sold in multiple transactions at prices ranging from $75.37 to $75.83, inclusive. The reporting person undertakes to provide Strategic Education, Inc., any security holder of Strategic Education, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes of this Form 4. These shares are restricted and will vest on February 26, 2030, subject to the satisfaction of certain performance criteria.

Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 07:05 PM

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^*

MCDONNELL RAYMOND KARL

(Last)

(First)

(Middle)

2303 DULLES STATION BLVD

(Street)

HERNDON

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)
	CHIEF EXECUTIVE 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2026		F		28,293⁽¹⁾	D	$74.91	145,172	D
Common Stock	02/24/2026		S⁽²⁾		18,052	D	$75.12⁽³⁾	127,120	D
Common Stock	02/24/2026		S⁽²⁾		20,788	D	$75.55⁽⁴⁾	106,332	D
Common Stock	02/26/2026		A		52,646⁽⁵⁾	A	$0	158,978	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on March 5, 2025.

3. Weighted average share price, as these shares were sold in multiple transactions at prices ranging from $74.37 to $75.36, inclusive.

4. Weighted average share price, as these shares were sold in multiple transactions at prices ranging from $75.37 to $75.83, inclusive. The reporting person undertakes to provide Strategic Education, Inc., any security holder of Strategic Education, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes of this Form 4.

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

	/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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did STRA CEO Raymond Karl McDonnell report?

Raymond Karl McDonnell reported tax-related share withholding, open-market sales, and a new restricted stock grant. The filing details multiple transactions in Strategic Education, Inc. common stock on February 24 and 26, 2026, reflecting routine tax and compensation-related activity plus a performance-based award.

How many Strategic Education (STRA) shares did the CEO sell on February 24, 2026?

On February 24, 2026, the CEO sold 18,052 shares and 20,788 shares of Strategic Education common stock in open-market transactions. The trades occurred at weighted-average prices within disclosed ranges in the mid-$70s per share, executed under a Rule 10b5-1 trading plan.

Were any STRA shares disposed to cover taxes for the CEO’s equity awards?

Yes. The filing shows 28,293 Strategic Education shares were withheld on February 24, 2026 to cover taxes tied to performance-based restricted shares that vested that day. This tax-withholding disposition is reported separately from the CEO’s open-market share sales.

What new restricted stock award did the STRA CEO receive?

On February 26, 2026, the CEO received a grant of 52,646 restricted shares of Strategic Education common stock at no cost. These shares are performance-based and will vest on February 26, 2030, provided certain specified performance criteria are satisfied over the vesting period.

How many STRA shares does the CEO hold after these transactions?

After completing the February 24 sales, tax-withholding disposition, and the February 26 restricted stock grant, the CEO directly holds 158,978 shares of Strategic Education common stock. This total reflects his current direct ownership position reported in the Form 4 filing.

Were the STRA CEO’s stock sales under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales reported were executed under a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2025. Such plans allow pre-scheduled trading activity, helping separate routine diversification from discretionary trading decisions.