UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 2724, 2025

Strategic Education, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

0-21039

52-1975978

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2303 Dulles Station Boulevard

Herndon, VA 20171
(Address of Principal Executive Offices) (Zip Code)

(703) 561-1600
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

STRA

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 42.0102. ~~Changes~~Results inof ~~Registrant’s~~Operations ~~Certifying~~and ~~Accountant~~Financial Condition.

~~The~~On ~~Audit~~April 24, ~~Committee~~2025, ~~(“Committee”) of the Board of Directors of~~ Strategic Education, Inc. (“~~SEI”~~Strategic ~~or the “Company~~Education”) ~~recently~~issued ~~conducted~~ a ~~review~~press ofrelease ~~the~~announcing ~~Company’s~~its ~~independent~~financial ~~registered~~results ~~public accounting firm~~ for the ~~fiscal~~period ~~year~~ended ~~ending December~~ March 31, 2025. AsA acopy ~~result~~ of ~~this process, on February 25, 2025,~~ the ~~Committee~~press ~~approved~~release ~~the~~is ~~dismissal~~furnished ~~of PricewaterhouseCoopers LLP (“PwC”)~~ as ~~the~~Exhibit ~~Company’s~~99.1 ~~independent~~hereto ~~registered~~and ~~public~~is ~~accounting~~hereby ~~firm.~~incorporated ~~PwC~~by ~~was~~reference ~~dismissed~~into onthis ~~February~~Item ~~27, 2025~~2. 02.

The ~~reports~~information offurnished ~~PwC~~under onthis ~~the~~Item ~~consolidated~~2.02, ~~financial~~including ~~statements~~Exhibit of99.1, ~~the~~shall ~~Company~~not ~~and~~be ~~its~~deemed ~~subsidiaries~~“filed” aswith ~~of and for~~ the ~~fiscal~~Securities ~~years ended December 31, 2024~~ and ~~2023~~Exchange ~~did~~Commission ~~not~~nor ~~contain~~incorporated anby ~~adverse~~reference ~~opinion~~in orany aregistration ~~disclaimer~~statement offiled ~~opinion~~by ~~and~~Strategic ~~were~~Education ~~not~~under ~~qualified~~the orSecurities ~~modified~~Act asof ~~to uncertainty~~1933, ~~audit~~as ~~scope, or accounting principles~~amended.

During the Company’s fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period through February 27, 2025, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

We previously provided PwC with a copy of the above disclosures and requested PwC to furnish us with a letter addressed to the Securities and Exchange Commission stating whether PwC agreed with the statements made by us in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated March 3, 2025, is attached as Exhibit 16.1 hereto and is incorporated herein by reference.

On February 25, 2025, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to Deloitte’s standard client acceptance procedures and execution of an engagement letter. During the Company’s fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period through February 27, 2025, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber						Description
16.1						Letter from PricewaterhouseCoopers LLP
99.1						Press Release dated April 24, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	STRATEGIC EDUCATION, INC.
Date: March 3, 2025
Date: April 24, 2025
	By:	/s/ Daniel W. Jackson
		Daniel W. Jackson
		Executive Vice President and Chief Financial Officer

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