Form 8-K

8-K — Stride, Inc.

Accession: 0001140361-26-030147

Filed: 2026-07-30

Period: 2026-07-29

CIK: 0001157408

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20079028_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20079028_ex99-1.htm)

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8-K

8-K (Primary)

Filename: ef20079028_8k.htm · Sequence: 1

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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):

July 29, 2026

Stride, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33883

95-4774688

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11720 Plaza America, 9th Floor, Reston, Virginia

20190

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(703) 483-7000

Not Applicable

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 Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

LRN

New York Stock Exchange (NYSE)

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 2.02.

Results of Operations and Financial Condition.

On July 30, 2026, in connection with the leadership transition described in Item 5.02, the Board of Directors (the “Board”) of Stride, Inc. (the “Company”) announced

certain preliminary unaudited financial information for the fiscal year ended June 30, 2026 (the “Preliminary Financial Information”).

The Preliminary Financial Information is set forth in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is based on management’s

initial analysis of operations for the fiscal year ended June 30, 2026. The Preliminary Financial Information is unaudited, and is subject to change based on further review and the completion of the Company’s end-of-period reporting process.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Leadership Transition

On July 29, 2026, James J. Rhyu ceased serving as Chief Executive Officer, and as a member and Chair of the Board, in each case effective immediately. Mr. Rhyu’s

departure was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On July 29, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board appointed Robert E.

Knowling, Jr. as the Company’s Chief Executive Officer, effective immediately.

Mr. Knowling, age 71, brings more than 30 years of executive leadership and board experience across the technology and education sectors. He previously served as CEO

of the NYC Leadership Academy that is chartered with developing the next generation of principals in the New York City public school system. Mr. Knowling previously held roles as CEO of Telwares, Chairman and CEO of SimDesk Technologies, Inc. and

Chairman, President and CEO of Covad Communications. Mr. Knowling serves as the Chairman of Eagles Landing Partners and on the boards of directors for Raken, CECO Environmental Corp., Rocket Software and Stream Companies. He also previously

served on the boards of directors of Hewlett Packard Enterprise Company from 2000 to 2005, Roper Technologies, Inc. from 2008 to 2021 and Citrix Systems Inc. from 2020 to September 2022.

There are no arrangements or understandings between Mr. Knowling and any other person pursuant to which Mr. Knowling was appointed as Chief Executive Officer of the

Company.

In connection with Mr. Rhyu’s departure, on July 29, 2026, the Board elected, upon the recommendation of the Nominating Committee, Steven B. Fink as Chair of the

Board, effective immediately.

Separation Agreement with James J. Rhyu

The Company expects to enter into a separation agreement with Mr. Rhyu generally providing for the severance payments and benefits set forth in the Employment

Agreement between Mr. Rhyu and the Company, dated February 25, 2022 and amended March 25, 2025. The foregoing severance benefits are subject to Mr. Rhyu’s execution and non-revocation of the separation agreement (which will contain a release of

claims) and continued compliance with the restrictive covenants to which he is subject.

Compensation Arrangement for Robert E. Knowling, Jr.

In connection with Mr. Knowling’s appointment as Chief Executive Officer, the Board approved a compensation arrangement for Mr. Knowling, effective

July 29, 2026. The Company will pay Mr. Knowling an annual base salary of $1,000,000. Mr. Knowling will also be eligible to receive an annual cash performance bonus at a target rate of 200% of his annual base salary, beginning with the 2027 fiscal

year. He will also be eligible to receive annual equity awards in the same manner as the other executives of the Company, with the first such annual award to occur in fiscal year 2027.

In the event that Mr. Knowling’s employment is terminated by the Company without cause or Mr. Knowling resigns for good reason, Mr. Knowling will be

entitled to receive, subject to his signing and not revoking a general release of claims in favor of the Company, (i) continued payment of his annual base salary for a period of 24 months; (ii) any earned but unpaid annual bonus for the year

preceding the year of termination, payable as soon as practicable after the date of termination; (iii) continued health benefits at Company expense for a period of 12 months following his date of termination; and (iv) a prorated annual bonus for

the year of termination based on actual performance for the year and payable at the same time annual performance bonus payments are made to other senior executive officers of the Company.

In the event that Mr. Knowling’s employment is terminated by the Company without cause or Mr. Knowling resigns for good reason, in either case, within

two years following a change in control of the Company, then, in lieu of the severance benefits described above, Mr. Knowling will be entitled to receive, subject to his signing and not revoking a general release of claims in favor of the Company,

(i) a lump sum cash payment equal to two times his base salary; (ii) any earned but unpaid annual bonus for the year preceding the year of termination, payable as soon as practicable after the date of termination; (iii) a prorated annual bonus for

the year of termination based on Mr. Knowling’s target annual bonus opportunity and payable as soon as practicable after the date of termination; (iv) a lump sum cash payment equal to two times his target annual bonus opportunity; (v) continued

health benefits at Company expense for a period of 24 months following his date of termination; and (vi) immediate vesting of all unvested equity or equity-based awards granted under any equity compensation plans of the Company, provided that,

unless a provision more favorable to Mr. Knowling is included in an applicable award agreement, any such awards that are subject to performance-based vesting conditions shall only be payable subject to the achievement of the performance objectives

for the applicable performance period as provided under the terms of the applicable award agreement.

Election of New Director

On July 29, 2026, the Board elected, upon the recommendation of the Nominating Committee, Brian Shepherd to serve as a member of the Board, effective immediately. The

Board also appointed Mr. Shepherd to serve as a member of the Audit Committee and the Compensation Committee of the Board. Mr. Shepherd will receive compensation in accordance with the Company’s standard compensation program for non-employee

directors (as described in the Company’s proxy statement for its 2025 annual meeting of stockholders). In addition, on July 29, 2026, the Board approved a pro-rated annual restricted stock award to Mr. Shepherd pursuant to the Company’s

non-employee director compensation program.

Mr. Shepherd, age 58, most recently served as President, CEO, and a member of the board at CSG Systems International, Inc., a provider of software solutions for

telecommunications, broadband and digital service providers, from 2021 through its acquisition by NEC Corporation in 2026. Prior to his role as President and CEO, he served as Executive Vice President and Group President from 2017 to 2021 where he

focused on accelerating the growth and strategic development of the company. Prior to joining CSG, Mr. Shepherd held executive roles at TeleTech, Amdocs, DST Innovis, and McKinsey & Company. Mr. Shepherd received an MBA from Harvard Business

School and graduated from Wabash College with a B.A. in Economics.

There are no arrangements or understandings between Mr. Shepherd and any other person pursuant to which Mr. Shepherd was selected as a director of the Company.

Item 7.01.

Regulation FD Disclosure.

On July 30, 2026, the Company issued a press release announcing the matters described in Items 2.02 and 5.02 above. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act

or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be

expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of Stride, Inc. dated July 30, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

Stride, Inc.

Date:

July 30, 2026

By: /s/ Greerson G. McMullen, Sr.

Name:

Greerson G. McMullen, Sr.

Title:

Executive Vice President, General Counsel & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079028_ex99-1.htm · Sequence: 2

Exhibit 99.1

Stride Announces CEO Succession

Robert Knowling, Independent Board Member, Appointed CEO

Stride Lead Independent Director Steven B. Fink Named Chair of the Board

Brian Shepherd Appointed to the Board

Company Reports Select Preliminary Fiscal Year 2026 Financial Results

RESTON, Va., July 30, 2026 -- Stride, Inc. (NYSE: LRN) (“Stride” or “the Company”), one of the nation’s most successful technology-based education companies, today

announced the appointment of Robert Knowling, current independent member of the Board of Directors (the “Board”), as Chief Executive Officer, effective July 29, 2026. He succeeds James Rhyu, who has ceased serving as CEO and as a member and Chair

of the Board.

Mr. Knowling brings more than 30 years of executive leadership and board experience across the technology and education sectors. He previously served as CEO of the NYC

Leadership Academy that is chartered with developing the next generation of principals in the New York City public school system. Mr. Knowling previously held roles as CEO of Telwares, Chairman and CEO of SimDesk Technologies, Inc. and Chairman,

President and CEO of Covad Communications. Mr. Knowling serves as the Chairman of Eagles Landing Partners and on the boards of directors for Raken, CECO Environmental Corp., Rocket Software and Stream Companies. He also previously served on the

boards of directors for Hewlett Packard Enterprise Company, Roper Technologies, Inc. and Citrix Systems Inc.

Steven Fink, the Chair of the Board, said, “As we look to the future with a focus on accelerating the execution of our roadmap and driving long-term growth, the Board

determined that now is the right time to transition leadership. Demand for alternative education solutions remains strong, and Stride’s differentiated platform is well positioned to continue meeting that need. We thank James for his more than 13

years of service and commitment to Stride, including the last five years as CEO, and wish him the best in his future endeavors.”

Mr. Fink continued, “Bob is a proven executive with significant technology and public education expertise. He has a strong track record of attracting and building

high-performing teams and leading companies through periods of high growth. Alongside the leadership team at Stride, he will continue to execute the Company’s strategy, offering millions of families innovative education services that improve

outcomes for students nationwide. The Board is confident that with his understanding of our business and our customers, he is the right leader to guide Stride’s next phase as we focus on advancing our industry position, driving long-term growth and

enhancing shareholder value.”

Mr. Knowling said, “Stride is entering its next phase of growth as a proven innovator with the scale, expertise, and longstanding customer relationships to continue

transforming the education landscape. Having served on the Board for more than eight years, I know our business and I am confident in our future. I’m honored to step into the CEO role and look forward to partnering with the leadership team and my

fellow Board members to realize the opportunities ahead.”

Governance Updates and Brian Shepherd Appointed to the Board

The Board has appointed its lead independent director, Steven Fink, to serve as Chair. In addition, Brian Shepherd, former President and CEO of CSG Systems International,

Inc., has been appointed to the Board, effective July 29, 2026. He will serve as a member of the Compensation Committee and the Audit Committee.

Mr. Fink concluded, “We are pleased that Brian is joining Stride at this important time for the Company. As we continue to emphasize technological advancement and

innovation, we believe his business support systems software and services experience will be additive to the expertise already represented on the Board.”

Reports Select Preliminary Fiscal Year 2026 Financial Results

In connection with today’s announcement, Stride is reporting select preliminary financial results for fiscal year 2026:

•

Total revenue for fiscal year 2026 is expected to be $2,518.1 million, compared to $2,405.3 million during the prior year.

•

Income from operations for fiscal year 2026 is expected to be $450.8 million, compared to $360.1 million during the prior year.

•

Adjusted operating income for fiscal year 2026 is expected to be $498.4 million, compared to $466.2 million during the prior year.

•

Net income for fiscal year 2026 is expected to be $338.2 million, compared to $287.9 million during the prior year.

•

Adjusted EBITDA for fiscal year 2026 is expected to be $617.6 million, compared to $571.0 million during the prior year.

Stride will report its financial results and file its Form 10-K for the fourth quarter and full fiscal year ended June 30, 2026, on August 4, 2026.

About Brian Shepherd

Most recently, Mr. Shepherd served as President, CEO, and a member of the board at CSG Systems International, Inc., a provider of software solutions for

School and graduated from Wabash College with a B.A. in Economics.

About Stride Inc.

Stride Inc. (NYSE: LRN) is redefining lifelong learning with innovative, high-quality education solutions. Serving learners in primary, secondary, and postsecondary

settings, Stride provides a wide range of services including K-12 education, career learning, professional skills training, and talent development. Stride reaches learners in all 50 states and over 100 countries. Learn more at stridelearning.com.

Investor Contact

ir@k12.com

Media Contact

press@k12.com

Special Note on Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks

and uncertainties. All statements other than statements of historical facts contained in this press release are forward-looking statements. We have tried, whenever possible, to identify these forward-looking statements using words such as

“outlook,” “forecasts,” “anticipates,” “believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,” “projects,” “will,” “will be,” “expects,” “plans,” “intends,” “should,” “would” and similar expressions to identify

forward-looking statements, whether in the negative or the affirmative. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ

materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to: reduction of per pupil funding amounts at the schools we serve; inability to achieve a

sufficient level of new enrollments to sustain our business model or meet guidance; limitations of the enrollment data we present, which may not fully capture trends in the performance of our business; failure to enter into new school contracts or

renew existing contracts, in part or in their entirety; failure of the schools we serve, our vendors, or us to comply with our contracts, or federal, state and local laws and regulations, resulting in a loss of funding, an obligation to repay funds

previously received, contractual remedies, or actions or proceedings against us; governmental investigations that could result in fines, penalties, settlements, or injunctive relief; declines or variations in academic performance outcomes of the

students and schools we serve, including due to the evolution of curriculum standards, testing programs and state accountability metrics; harm to our reputation resulting from poor performance or misconduct by operators or us in any school in our

industry and/or in any school which we operate; legal and regulatory challenges from opponents of virtual public education or for-profit education companies; changes in national and local economic and business conditions and other factors, such as

natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments; discrepancies in interpretation of legislation by regulatory agencies that may lead to payment or funding disputes; termination of our

contracts, or a reduction or termination in the scope of services, with schools; failure to develop the Career Learning business; entry of new competitors with superior technologies (including artificial intelligence) and lower prices; unsuccessful

integration of mergers, acquisitions and joint ventures; failure to further develop, maintain and enhance our technology, products, services and brands; inadequate recruiting, training and retention of effective teachers and employees; infringement

of our intellectual property; disruptions to our Internet-based learning and delivery systems, including, but not limited to, our data storage systems and third-party cloud systems and facilities, resulting from cybersecurity attacks; misuse or

unauthorized disclosure of student and personal data; failure to prevent or mitigate a cybersecurity incident that affects our systems; problems in the implementation of new IT systems and technology; failure by us or third parties to maintain and

support information technology systems, including addressing quality issues and timely delivering new products and enhancements; risks related to artificial intelligence; and other risks and uncertainties associated with our business described in

the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission. Although

the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in

this press release is as of today’s date, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with GAAP, we have presented adjusted operating income (loss) and adjusted EBITDA, which are not presented

in accordance with GAAP.

•

Adjusted operating income (loss) is defined as income (loss) from operations as adjusted for amortization of intangible assets, stock-based compensation, and other one-time charges

or gains.

•

Adjusted EBITDA is defined as income (loss) from operations as adjusted for depreciation and amortization, stock-based compensation, and other one-time charges or gains.

Adjusted operating income (loss) and adjusted EBITDA exclude stock-based compensation, which consists of expenses for restricted stock, restricted stock units, and

performance stock units.

Management believes that the presentation of these non-GAAP financial measures provides useful information to investors relating to our financial performance. Adjusted

operating income (loss) and adjusted EBITDA remove stock-based compensation, which is a non-cash charge that varies based on market volatility and the terms and conditions of the awards. Adjusted EBITDA removes depreciation and amortization, which

can vary depending upon accounting methods and the book value of assets. Adjusted operating income (loss) and adjusted EBITDA remove one-time charges or gains which are not related to core operating activities and are not indicative of our ongoing

operating performance. Adjusted EBITDA provides a measure of corporate performance exclusive of capital structure and the method by which assets were acquired.

Management uses these non-GAAP financial measures:

•

as additional measures of operating performance because they assist in comparing the Company’s performance on a consistent basis; and

•

in presentations to the members of the Company’s Board of Directors to enable the Board to review the same measures used by management to compare the Company’s current operating

results with corresponding prior periods.

Other companies may define these non-GAAP financial measures differently and, as a result, these non-GAAP financial measures may not be directly comparable to similar

non-GAAP financial measures used by other companies. Although these non-GAAP financial measures are used to assess the performance of the business, the use of non-GAAP financial measures is limited as they include and/or do not include certain

items included and/or not included in the most directly comparable GAAP financial measure.

These non-GAAP financial measures should be considered in addition to, and not as a substitute for, revenues, income (loss) from operations, and net income (loss) or

other related financial information prepared in accordance with GAAP. Adjusted EBITDA is not intended to be a measure of liquidity. You are cautioned not to place undue reliance on these non-GAAP financial measures.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below.

Fiscal Year 2026

Reconciliation of Income from Operations to Adjusted Operating Income

Year Ended June 30,

2026

2025

(In thousands)

Income from operations

450,767

360,094

Amortization of intangible assets

7,351

9,867

Stock-based compensation expense

40,255

36,794

Impairment of long-lived assets

—

59,478

Adjusted operating income

498,373

466,233

Reconciliation of Net Income to Adjusted EBITDA

Year Ended June 30,

2026

2025

(In thousands)

Net income

338,192

287,941

Interest expense, net

11,778

10,504

Other income, net

(2,173

)

(33,629

)

Income tax expense

102,765

93,007

Loss from equity method investments

205

2,271

Depreciation and amortization

126,562

114,669

EBITDA

577,329

474,763

Stock-based compensation expense

40,255

36,794

Impairment of long-lived assets

—

59,478

Adjusted EBITDA

617,584

571,035

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Jul. 29, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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