HERRAIZ LIZETTE BENEDI 4

What Happened

Lizette Herraiz Benedi, General Counsel of Strategic Education, had 8,724 shares withheld on Feb 24, 2026 to cover taxes related to vested performance-based restricted shares. Those withheld shares were valued at $74.91 each, totaling about $653,515. On Feb 26, 2026 she was granted 13,162 restricted shares (reported as acquisition at $0), which are subject to future vesting and performance conditions.

Key Details

• Transactions:
  • Feb 24, 2026 — 8,724 shares withheld for taxes (code F) at $74.91 — disposition value $653,515.
  • Feb 26, 2026 — 13,162 restricted shares granted (code A) at $0 (no immediate cash value reported).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes:
  • F1: Shares were withheld to cover taxes on performance-based restricted shares that vested 2/24/2026.
  • F2: The 13,162 shares are restricted and will vest on 2/26/2030, subject to performance criteria.
  • F3: Reported holdings include 605 shares acquired via the company 401(k) and Employee Stock Purchase Plan.
• Filing: Report filed Feb 26, 2026 (covers activity on Feb 24); appears timely (Form 4s are due within two business days).

Context

The withheld-share transaction is a routine tax-withholding event tied to vested awards, not an open-market sale driven by a personal cash need or market view. The 13,162-share grant is a performance-based restricted award and will not be freely tradable unless and until vesting conditions are met (vesting scheduled Feb 26, 2030, subject to performance). For retail investors, purchases or open-market buys by insiders tend to be more informative about sentiment than routine withholdings or standard compensation grants.