What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 72 added, 42 removed, 255 unchanged (31% of the section changed)

13 unchanged sentences

Based on our assessment under the framework in Internal Control — Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

Changes in Internal Controls over Financial Reporting

During the quarter ended December 31, 2025, there have not been any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Strategic Education, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Strategic Education, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

McLean, Virginia

February 27, 2026

Other Information

Director and Officer Trading Arrangements

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On December 12, 2025 , Lizette Herraiz , the Company’s Chief Legal Officer and General Counsel , adopted a trading arrangement for the sale of securities of the Company (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Herraiz’s Rule 10b5-1 Trading Plan, which terminates on December 10, 2026 , provides for the sale of up to 10,580 shares of common stock pursuant to the terms of the plan.

On December 12, 2025 , Christa Hokenson , the Company’s Chief Human Resources Officer, adopted a Rule 10b5-1 Trading Plan.

Hokenson’s Rule 10b5-1 Trading Plan, which terminates on December 10, 2026 , provides for the sale of up to 4,067 shares of common stock pursuant to the terms of the plan.

No other director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K during the three months ended December 31, 2025.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

5 unchanged sentences

Brogley 60 Director

Casteen III 81 Director

Cappelli 58 Director

Dinh 58 Presiding Lead Independent Director

Grusky 68 Director

Johnson 54 Director

Karl McDonnell 60 Director, Chief Executive Officer

5 unchanged sentences

Executive Officers:

Jackson 50 Executive Vice President and Chief Financial Officer

Jackson 51 Executive Vice President, Chief Financial Officer, and Chief Administrative Officer

Herraiz 51 Senior Vice President, Chief Legal Officer, and General Counsel

10 unchanged sentences

Department of Defense, including as Assistant Secretary of the Army.

He serves as Chairman of the Board of Directors of Par Pacific Holdings, Inc., and served on the Board of Directors of Twenty-First Century Fox, Inc.

from 2013 to 2019 and as Lead Director of the Board of Covanta Holding Company from 2016 to 2021.

He serves as Chairman of the Board of Directors of Par Pacific Holdings, Inc., and served as Lead Director of the Board of Covanta Holding Company from 2016 to 2021.

He is a member of the Council on Foreign Relations.

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From 2000 to 2002, she served as the President and CEO of Moxi Digital, a digital home software and hardware company.

served as Director of Business Development and Marketing Europe for Microsoft and was a strategy and management consultant with Bain and Company.

Brogley presently serves on the Board of Trinity Health, a healthcare system with headquarters in Michigan, and is the Chair of its Audit Committee.

Brogley also served as Director of Business Development and Marketing Europe for Microsoft and was a strategy and management consultant with Bain and Company.

Brogley presently serves on the Board of Trinity Health, a healthcare system with

headquarters in Michigan, and is the Chair of the Board.

Brogley served on the Board of Capella Education Company from 2014 until her appointment to the Board of Strategic Education, Inc.

2 unchanged sentences

Brogley holds a bachelor’s degree in industrial engineering from Northwestern University and an MBA from the Harvard Business School.

Casteen, III is the President Emeritus and a retired University Professor and Professor of English at the University of Virginia, where he taught courses in literature, cultural history, and public policy.

He served as President of the University of Virginia from 1990 through 2010.

He was President of the University of Connecticut from 1985 to 1990.

From 1982 to 1985, Dr.

Casteen served as the Secretary of Education for the Commonwealth of Virginia.

He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities.

Casteen served on the board of directors of Altria Group, Inc.

from 2010 to 2022.

Casteen has served on our Board since 2011, and is a member of the Compensation Committee of the Board.

Casteen holds a bachelor’s degree, master’s degree and a Ph.D.

in English from the University of Virginia, as well as several honorary degrees, including degrees from the Universities of Athens (Greece) and Edinburgh (Scotland) and two community colleges in Virginia.

Dinh has served as Special Advisor to Fox Corporation since January 2024.

He previously served as Chief Legal and Policy Officer of Fox Corporation, where he led all legal, regulatory and government affairs functions, from September 2018 to December 2023.

Cappelli has served as the CEO of Vanta Global, a private equity company making investments in the education, training and human capital industry, since 2022.

Cappelli previously served as Chief Executive Officer of Apollo Education Group (“AEG”), a multi-billion dollar publicly traded global education and training company serving over a million university graduates, from 2009 to 2017.

During his decade-plus tenure, Mr.

Cappelli led the initiative to found Apollo Global Education, a billion-dollar joint venture with the Carlyle Group of which he was Executive Chairman from 2008-2021.

Prior to AEG, Mr.

Cappelli spent over a decade as a Managing Director with Credit Suisse, where he served as a Senior Equity Research Analyst and founded the Credit Suisse Global Services Group.

Prior to Credit Suisse, he held the position of Senior Equity Research Analyst at ABN AMRO Securities.

Cappelli received his BA in Economics from Indiana University where he also studied Piano Performance and performed regularly in various musical concerts.

He received his MBA in finance from the Brennan School of Business at Dominican University where he served on the Board for nine years.

Cappelli serves on the National Board of Governors of the Boys and Girls Clubs of America, where he also serves as Chairman of the Midwest Region.

He is the Chairman of the American Academy of Public Coders and also serves on the board of Qmodo AI.

Cappelli is a member of the Wall Street Journal CEO Council and the Milken Global Institute.

Cappelli was elected to the Board in April 2025, and serves on the Compensation Committee.

Dinh is Principal of the Palanquin Companies, including Palanquin Advisors LLC and Palanquin Capital LLC.

He was a senior executive of Fox Corporation, serving as Chief Legal and Policy Officer from September 2018 to December 2023 and Special Advisor from January 2024 to December 2025.

Before that, Mr.

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Assistant Attorney General for Legal Policy from 2001 to 2003.

He previously served on the Boards of several public companies, including Twenty-First Century Fox, Inc., Revlon, Inc., LPL Financial Holdings, Inc., and Scientific Games Corporation (now known as Light & Wonder, Inc.).

He previously served on the Boards of several public companies, including Twenty-First Century Fox, Inc., News Corporation, Revlon, Inc., LPL Financial Holdings, Inc., and Scientific Games Corporation (now known as Light & Wonder, Inc.).

He currently serves on the Board of Directors of Kingspan Group Plc.

Dinh was born in Saigon, Vietnam and holds a bachelor’s degree in government and economics from Harvard College and a juris doctor from Harvard Law School.

10 unchanged sentences

He holds a bachelor’s degree in history from Union College and an MBA from Harvard Business School.

Johnson currently serves as a Partner at the Halifax Group, a private investment company, and has worked with Halifax Group as an Operating Executive since 2020.

Johnson was previously Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a manufacturer of proprietary engineered products.

Johnson is a founding member and previously served as a Partner at RLJ Equity Partners since 2007.

His career also includes service as a White House Fellow, and as a management consultant at McKinsey & Company.

Johnson previously served on the Board of Directors of Command Security Corporation from 2017 through February of 2019.

Johnson graduated from the University of Tennessee with a bachelor’s degree in chemical engineering, holds an MBA from Harvard Business School, and serves on The Council of Foreign Relations.

Johnson has served on our Board since January 2021, and serves on the Audit Committee.

Karl McDonnell was named Chief Executive Officer of the Company in May 2013, and served as President and Chief Operating Officer from 2006 to 2013.

7 unchanged sentences

He previously served as the 18th President of IU, one of the largest universities in the U.S., from July 1, 2007 until his retirement on June 30, 2021.

McRobbie served as a vice chair of the board of directors of Indiana University

Health System until his retirement from IU.

McRobbie served as a vice chair of the board of directors of Indiana University Health System until his retirement from IU.

A native of Australia, Dr.

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Sasse has served as President Emeritus of the University of Florida in Gainesville, Florida, and professor at the University’s Hamilton Center, since August 2024.

He previously served as President of the University of Florida from February 2023 to July 2024 and as President of Midland University in Fremont, Nebraska from 2010 to 2014.

He previously served as President of the University of Florida from

February 2023 to July 2024 and as President of Midland University in Fremont, Nebraska from 2010 to 2014.

He has taught at Yale University, the University of Texas, and Midland University.

2 unchanged sentences

Sasse is a two-time New York Times national best-selling author.

He has served on the Board of Directors of SouthState Bank Corporation since October 2025.

Sasse earned a bachelor’s degree in government from Harvard University, a Master of Arts in liberal studies from St.

30 unchanged sentences

Executive Officers

Jackson is Executive Vice President, Chief Financial Officer.

Jackson is Executive Vice President, Chief Financial Officer and Chief Administrative Officer.

Jackson has been with the company since 2003 and has served in his current role since March 2015.

Previously, he served as Senior Vice President of Finance, Regional Vice President of Operations, Director of Business Operations, Campus Director, and Manager of Financial Analysis.

joining Strayer, Mr.

Prior to joining Strayer, Mr.

Jackson was an Equity Research Associate with Legg Mason Wood Walker, and Director of Operations for Fairmont Schools, Inc.

2 unchanged sentences

Herraiz has been with the Company since 2013 and has served in her current role since July 2018.

She previously served as Deputy General Counsel of Strayer Education, Inc., and as General Counsel of Strayer University.

She previously served as Deputy General Counsel of

Strayer Education, Inc., and as General Counsel of Strayer University.

Prior to joining Strayer, Ms.

1 unchanged sentence

Herraiz earned a Bachelor of Arts in Government from the University of Virginia, and her Juris Doctor from the George Mason University School of Law.

Hokenson i s Senior Vice President, Chief Human Resources Officer.

Hokenson i s Senior Vice President and Chief Human Resources Officer.

Hokenson joined SEI in July 2018 in her current role and brings more than 20 years of experience in business leadership, organizational consulting, and HR strategy.

2 unchanged sentences

She earned a Bachelor of Arts degree from The College of William & Mary.

Additional information responsive to this item is hereby incorporated by reference from the sections titled “Election of Directors,” “Board Leadership Structure,” “Committee Membership,” and “ Insider Trading Policy ” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2024.

Additional information responsive to this item is hereby incorporated by reference from the sections titled “Election of Directors,” “Board Leadership Structure,” “Committee Memberships,” and “ Insider Trading Policy ” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2025.

Executive Compensation

42 unchanged sentences

2018 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 14, 2022).

10.14† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10 .

1 2 of the Company’s Annual Report on Form 10-K filed with the Commission on February 2 9 , 202 4 ) .

10.14† Second Amendment to the Strategic Education, Inc.

2018 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 1 0 , 202 5 ).

10.15† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K filed with the Commission on February 29, 2024).

10.16† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K filed with the Commission on February 29, 2024).

1 unchanged sentence

Code of Business Conduct

16.1 Letter from PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2025) .

21.1* Subsidiaries of Registrant.

23.1* Consent of PricewaterhouseCoopers LLP.

23.2* Consent of Deloitte & Touche LLP.

24.1* Power of Attorney (included in signature page hereto).

43 unchanged sentences

Brogley Director February 27, 2026

Casteen, III Director February 27, 2025

/s/ Gregory W.

Cappelli Director February 27, 2026

Dinh Director February 27, 2026

1 unchanged sentence

Grusky Director February 27, 2026

Johnson Director February 27, 2025

/s/ Michael A.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures