Strategic Education, Inc. 10-Q

Item 5. Other Information Director and Officer Trading Arrangements During the three months ended March 31, 2026, 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. Submission of Matters to a Vote of Security Holders The Company held its 2026 Annual Meeting of Stockholders on April 22, 2026. There were 22,612,909 shares of common stock outstanding and eligible to be voted at the Annual Meeting and 20,116,974 shares were presented by proxy at the meeting which constituted a quorum to conduct business. There were three proposals submitted to the Company’s stockholders at the Annual Meeting. All proposals were passed. The final results of voting on each of the proposals are as follows: Proposal 1: Elect twelve directors to the Board of Directors. Nominee Votes For Votes Against Abstain Broker Non-Vote Robert S. Silberman 17,888,847 895,845 25,116 1,307,166 Viet D. Dinh 16,668,032 2,116,228 25,547 1,307,167 Dr. Charlotte F. Beason 18,053,923 752,338 3,549 1,307,164 Rita D. Brogley 18,720,127 85,887 3,796 1,307,164 Gregory W. Cappelli 18,738,383 66,872 4,554 1,307,165 Robert R. Grusky 18,043,502 762,750 3,555 1,307,167 Karl McDonnell 18,650,448 134,848 24,513 1,307,165 Dr. Michael A. McRobbie 18,736,849 68,405 4,555 1,307,165 Dr. Benjamin E. Sasse 18,134,434 670,549 4,828 1,307,163 William J. Slocum 18,742,486 62,811 4,509 1,307,168 Michael J. Thawley 18,742,876 62,544 4,388 1,307,166 G. Thomas Waite, III 17,772,274 1,033,147 4,387 1,307,166 39 Table of Contents Proposal 2: Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes For Votes Against Abstain 20,094,941 15,324 6,709 There were no broker non-votes with respect to this proposal. Proposal 3: Approval on an advisory basis of the compensation of the named executive officers. Votes For Votes Against Abstain Broker Non-Vote 18,545,723 252,317 11,770 1,307,164 Item 6. Exhibits 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 1, 2018). 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2021). 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 INS Inline XBRL Instance Document 101 SCH Inline XBRL Schema Document 101 CAL Inline XBRL Calculation Linkbase Document 101 DEF Inline XBRL Definition Linkbase Document 101 LAB Inline XBRL Label Linkbase Document 101 PRE XBRL Presentation Linkbase Document 104 . Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 40 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STRATEGIC EDUCATION, INC. By: /s/ Daniel W. Jackson Daniel W. Jackson Executive Vice President and Chief Financial Officer Date: April 23, 2026 41