Strategic Education (STRA) GC reports stock grant and tax-withheld shares

Rhea-AI Filing Summary

Strategic Education, Inc. reported that General Counsel Lizette Benedi Herraiz had two equity-related transactions in common stock. On February 26, 2026, she acquired 13,162 shares at $0.0000 per share as a grant or award. Footnotes state these shares are restricted and will vest on February 26, 2030, subject to specified performance criteria.

On February 24, 2026, 8,724 shares were disposed of at $74.91 per share in a tax-withholding transaction related to performance-based restricted shares that vested the same day, rather than an open-market sale. Following these transactions, her directly held common stock includes shares acquired through the company’s 401(k) and employee stock purchase plans.

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^*

HERRAIZ LIZETTE BENEDI

(Last) (First) (Middle)

2303 DULLES STATION BLVD

(Street)

HERDON 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)
	GENERAL COUNSEL

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		8,724(1)	D	$74.91	52,998	D
Common Stock	02/26/2026		A		13,162(2)	A	$0	66,160(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 605 shares acquired through the Company's 401(k) and Employee Stock Purchase plans.

	/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).
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FAQ

What did STRA General Counsel Lizette Benedi Herraiz report on this Form 4?

She reported one stock grant and one tax-withholding disposition. A 13,162-share award of restricted common stock was granted, and 8,724 shares were withheld to cover taxes on vested performance-based restricted shares.

How many Strategic Education (STRA) shares were granted to the General Counsel?

She received a grant of 13,162 shares of common stock at no stated cost. These shares are restricted and scheduled to vest on February 26, 2030, if specified performance criteria are satisfied over the vesting period.

Why were 8,724 STRA shares disposed of in this Form 4 filing?

The 8,724 shares were withheld to cover taxes on performance-based restricted shares that vested on February 24, 2026. This tax-withholding disposition is not an open-market sale, but a mechanism to satisfy associated tax liabilities.

What is the vesting schedule for the newly granted STRA restricted shares?

The 13,162 newly granted restricted shares are scheduled to vest on February 26, 2030. Vesting is conditioned on satisfying certain performance criteria, meaning the recipient must meet defined goals for the shares to fully vest.

Does the Form 4 mention STRA shares held through benefit plans?

Yes. The filing notes that the reported holdings include 605 shares acquired through the company’s 401(k) and Employee Stock Purchase plans. These plan-acquired shares are part of the total directly owned common stock position.

Were the STRA Form 4 transactions open-market buys or sells?

No, neither transaction was an open-market trade. One entry reflects a stock grant or award at no cost, while the other reflects a tax-withholding disposition of shares tied to vested performance-based restricted stock.