SILBERMAN ROBERT S 4

What Happened

• Robert S. Silberman, Chairman and Director of Strategic Education, had 28,260 shares withheld on Feb 24, 2026 to cover taxes related to vested performance-based restricted shares (withheld at $74.91/share, resulting in $2,116,957 in shares disposed).
• On Feb 26, 2026 he was granted 52,646 restricted shares (reported at $0.00 per share). These award shares are subject to performance criteria and will vest on Feb 26, 2030.

Key Details

• Transactions and amounts:
  • 2026-02-24: 28,260 shares withheld (code F) at $74.91 — $2,116,957 accounted as shares disposed for tax withholding.
  • 2026-02-26: 52,646 shares granted (code A) at $0.00 — restricted award to vest 02/26/2030 subject to performance.
• Shares owned after transaction: the filing notes that reported beneficial ownership includes 851 shares acquired under the Company's 401(k) plan; the form’s total beneficial-ownership figure is not included here.
• Footnotes: F1 = shares withheld to cover taxes on performance-based RSUs that vested 2/24/2026; F2 = granted shares are restricted and vest 2/26/2030 subject to performance criteria; F3 = includes 851 401(k) shares.
• Filing: Form 4 filed with an accession date of 2026-02-26 (covering the 2/24 and 2/26 transactions); no late filing indication is provided on the form excerpt.

Context

• The Feb 24 transaction was a tax-withholding disposition (code F), not an open-market sale — a routine step when restricted shares vest and taxes are withheld.
• The Feb 26 transaction is a new grant of restricted shares (code A) with multi-year performance-based vesting, representing compensation/incentive alignment rather than an immediate purchase.