Strategic Education (STRA) CFO gets restricted stock grant, disposes shares for taxes

Rhea-AI Filing Summary

Strategic Education, Inc. chief financial officer Daniel Wayne Jackson reported two stock transactions involving the company’s common stock. On February 26, 2026, he acquired 26,323 restricted shares at a price of $0.00 per share as a grant or award. According to the disclosure, these shares are restricted and will vest on February 26, 2030, subject to specified performance criteria, so he does not fully own them yet.

On February 24, 2026, 17,363 shares were disposed of at $74.91 per share to cover tax obligations related to performance-based restricted shares that vested on that date. This was a tax-withholding disposition rather than an open-market sale. After these transactions, his directly held common stock positions were updated as reported in the filing.

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^*

JACKSON DANIEL WAYNE

(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 FINANCIAL 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		17,363(1)	D	$74.91	86,773	D
Common Stock	02/26/2026		A		26,323(2)	A	$0	113,096	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.

	/s/ Daniel W. Jackson	02/26/2026
	** 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

What insider stock transactions did STRA’s CFO report on this Form 4?

Strategic Education’s CFO Daniel Wayne Jackson reported receiving 26,323 restricted common shares as a grant and disposing of 17,363 shares to cover taxes. Both transactions involved company common stock and updated his directly held ownership balances as disclosed.

Was the STRA CFO’s February 26, 2026 stock award an open-market purchase?

No, the February 26, 2026 transaction was a grant of 26,323 restricted shares at $0.00 per share. It reflects equity compensation, not an open-market purchase, and the shares remain subject to vesting and performance conditions until 2030.

Why were 17,363 STRA shares disposed of on February 24, 2026?

On February 24, 2026, 17,363 shares were disposed of at $74.91 per share to cover taxes on performance-based restricted shares that vested that day. This was a tax-withholding transaction, not a discretionary open-market sale by the CFO.

When will the STRA restricted shares granted to the CFO fully vest?

The 26,323 restricted common shares granted to the CFO will vest on February 26, 2030, subject to satisfying certain performance criteria. Until that vesting date and criteria are met, the shares remain restricted and are part of his equity-based compensation.

Does the STRA Form 4 show the CFO buying or selling shares in the market?

The Form 4 shows an equity grant and a tax-withholding disposition, not regular market trades. The CFO received 26,323 restricted shares as compensation and had 17,363 shares withheld and disposed of to satisfy tax obligations tied to vesting awards.