JACKSON DANIEL WAYNE 4

What Happened

• Wayne Jackson, Chief Financial Officer of Strategic Education, reported two related transactions: 17,363 shares were withheld to cover taxes on performance-based restricted shares that vested on Feb 24, 2026 (withheld at $74.91, value ~$1,300,662), and on Feb 26, 2026 he was granted 26,323 new restricted shares (reported acquisition at $0).
• The 26,323 shares are restricted and, per the filing, will vest on February 26, 2030 subject to satisfaction of certain performance criteria. The withholding was a tax-coverage action tied to vested performance shares, not an open-market sale.

Key Details

• Transaction dates and amounts:
  • Feb 24, 2026: 17,363 shares withheld to cover taxes at $74.91 per share; total value ~$1,300,662 (code F — tax withholding).
  • Feb 26, 2026: 26,323 shares granted/acquired at $0 (code A — restricted award).
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes: F1 — shares withheld to cover taxes for vested performance-based restricted shares (Feb 24, 2026). F2 — the newly granted shares are restricted and will vest Feb 26, 2030, subject to performance criteria.
• Filing timing: Form 4 filed Feb 26, 2026; transactions occurred Feb 24 and Feb 26, 2026. Filing appears timely based on reported dates.

Context

• Tax-withholding (code F) is a routine administrative action when restricted shares vest; it reduces the insider’s holdings without an open-market sale and should not be read as a directional trade.
• The Feb 26 award is a long-dated, performance-based grant (vesting in 2030), which ties compensation to future company performance rather than immediate liquidity.