MCDONNELL RAYMOND KARL 4

4 · Strategic Education, Inc. · Filed Feb 26, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Strategic Education (STRA) CEO Raymond McDonnell Sells Shares

What Happened

Raymond Karl McDonnell, CEO of Strategic Education, reported several transactions around Feb 24–26, 2026. He sold 38,840 shares in open-market transactions on Feb 24 for total proceeds of about $2.93 million (two blocks: 18,052 shares at a weighted avg ~$75.12 and 20,788 shares at a weighted avg ~$75.55). On the same date, 28,293 vested performance-based shares were withheld to cover taxes (28,293 shares @ $74.91, value ~$2.12M). On Feb 26 he was granted 52,646 restricted shares (no cash price) that vest Feb 26, 2030 subject to performance criteria.
These sales were effected under a Rule 10b5-1 trading plan (adopted March 5, 2025); the withheld shares reflect tax withholding on shares that vested.

Key Details

Dates & prices:
- Feb 24, 2026: 28,293 shares withheld for taxes (F) at $74.91 — $2,119,429.
- Feb 24, 2026: Sale of 18,052 shares (S) — weighted avg ~$75.12 (sales ranged $74.37–$75.36).
- Feb 24, 2026: Sale of 20,788 shares (S) — weighted avg ~$75.55 (sales ranged $75.37–$75.83).
- Feb 26, 2026: Grant of 52,646 restricted shares (A) at $0.00; vesting on Feb 26, 2030 subject to performance criteria.
Total open-market sale proceeds: ~ $2.93 million. Tax-withheld shares value: ~ $2.12 million.
Footnotes:
- F1 = shares withheld to cover taxes on performance-based restricted shares that vested Feb 24, 2026.
- F2 = sales made under a 10b5-1 plan (adopted Mar 5, 2025).
- F3/F4 = weighted-average price ranges for the two sale blocks; details available on request.
- F5 = newly granted shares are restricted and performance‑contingent, vesting in 2030.
Shares owned after the transactions: not specified in the provided filing.
Filing timeliness: Form filed Feb 26, 2026 for transactions on Feb 24–26; appears to be timely (Form 4 is typically due within two business days).

Context

The report shows both dispositions (open-market sales and tax-withholding on vested shares) and a new long-term, performance‑based award. The sales were executed under a pre-arranged 10b5-1 plan (routine mechanism that schedules sales in advance); tax-withholding is a common way to satisfy withholding when restricted awards vest. The grant is long-term and tied to performance through 2030, so it represents future, conditional upside rather than immediate shares.

Form 4

Period: 2026-02-24

DirectorCHIEF EXECUTIVE OFFICER

Transactions

Tax Payment
Common Stock
[F1]
2026-02-24$74.91/sh−28,293$2,119,429→ 145,172 total
Sale
Common Stock
[F2][F3]
2026-02-24$75.12/sh−18,052$1,356,066→ 127,120 total
Sale
Common Stock
[F2][F4]
2026-02-24$75.55/sh−20,788$1,570,533→ 106,332 total
Award
Common Stock
[F5]
2026-02-26+52,646→ 158,978 total

Footnotes (5)

[F1]Number of shares withheld to cover taxes with respect to performance-based restricted shares that vested on February 24, 2026.
[F2]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.
[F3]Weighted average share price, as these shares were sold in multiple transactions at prices ranging from $74.37 to $75.36, inclusive.
[F4]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.
[F5]These shares are restricted and will vest on February 26, 2030, subject to the satisfaction of certain performance criteria.

Signature

/s/ Daniel W. Jackson, Attorney-in-Fact|2026-02-26

1 file