MCDONNELL RAYMOND KARL 4

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.