04/25/2024 | Press release | Distributed by Public on 04/25/2024 15:03
|
Maryland
(State or other jurisdiction of
incorporation or organization) |
| |
52-1975978
(I.R.S. Employer Identification Number)
|
|
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
| | |
Page
|
| |||
Where You Can Find More Information
|
| | | | 1 | | |
Incorporation by Reference
|
| | | | 1 | | |
Cautionary Statement Regarding Forward-Looking Statements
|
| | | | 3 | | |
Risk Factors
|
| | | | 4 | | |
Strategic Education
|
| | | | 5 | | |
Use of Proceeds
|
| | | | 6 | | |
Selling Stockholder
|
| | | | 7 | | |
Description of Common Stock
|
| | | | 9 | | |
Plan of Distribution
|
| | | | 11 | | |
Legal Matters
|
| | | | 13 | | |
Experts
|
| | | | 13 | | |
| | |
Shares of Common Stock
|
| |
Shares of Common
Stock that May be Offered for Resale |
| |
Shares of Common Stock Beneficially
Owned After the Sale of the Maximum Number of Shares of Common Stock |
| |||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||
Inclusive Capital Partners Spring
Master Fund II, L.P.(1) |
| | | | 1,655,000 | | | | | | 6.7% | | | | | | 1,655,000 | | | | | | 0 | | | | | | 0% | | |
|
SEC registration fee
|
| | | $ | 24,112.68 | | |
|
FINRA filing fee
|
| | |
|
(1)
|
| |
|
Legal fees and expenses
|
| | |
|
(1)
|
| |
|
Accounting fees and expenses
|
| | |
|
(1)
|
| |
|
Printing expenses
|
| | |
|
(1)
|
| |
|
Miscellaneous
|
| | |
|
(1)
|
| |
|
Total
|
| | | $ | (1) | | |
|
Exhibit
Number |
| |
Description
|
|
| 1.1* | | | Form of Underwriting Agreement. | |
| 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 | | | | |
| 4.1 | | | | |
| 5.1** | | |
Opinion of Hogan Lovells US LLP regarding the validity of the securities registered hereby.
|
|
| 23.1** | | |
Consent of Hogan Lovells US LLP (included as part of Exhibit 5.1).
|
|
| 23.2** | | |
Consent of PricewaterhouseCoopers LLP.
|
|
| 24.1** | | |
Powers of attorney of directors and officers of Strategic Education, Inc. (included in signature page hereto).
|
|
| 107.1** | | |
Filing fee table.
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert S. Silberman
Robert S. Silberman
|
| | Chairman | | |
April 25, 2024
|
|
|
/s/ Karl McDonnell
Karl McDonnell
|
| |
Chief Executive Officer and Director (Principal Executive Officer) |
| |
April 25, 2024
|
|
|
/s/ Daniel W. Jackson
Daniel W. Jackson
|
| |
Chief Financial Officer (Principal Financial Officer) |
| |
April 25, 2024
|
|
|
/s/ Tal Darmon
Tal Darmon
|
| |
Chief Accounting Officer (Principal Accounting Officer) |
| |
April 25, 2024
|
|
|
/s/ Charlotte F. Beason
Charlotte F. Beason
|
| | Director | | |
April 25, 2024
|
|
|
/s/ Rita D. Brogley
Rita D. Brogley
|
| | Director | | |
April 25, 2024
|
|
|
/s/ John T. Casteen, III
John T. Casteen, III
|
| | Director | | |
April 25, 2024
|
|
|
/s/ Viet D. Dinh
Viet D. Dinh
|
| | Director | | |
April 25, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert R. Grusky
Robert R. Grusky
|
| | Director | | |
April 25, 2024
|
|
|
/s/ Jerry L. Johnson
Jerry L. Johnson
|
| | Director | | |
April 25, 2024
|
|
|
/s/ Michael A. McRobbie
Michael A. McRobbie
|
| | Director | | |
April 25, 2024
|
|
|
/s/ Benjamin E. Sasse
Benjamin E. Sasse
|
| | Director | | |
April 25, 2024
|
|
|
/s/ William J. Slocum
William J. Slocum
|
| | Director | | |
April 25, 2024
|
|
|
/s/ Michael J. Thawley
Michael J. Thawley
|
| | Director | | |
April 25, 2024
|
|
|
/s/ G. Thomas Waite, III
G. Thomas Waite, III
|
| | Director | | |
April 25, 2024
|
|