STRATEGIC EDUCATION, INC. (Exact Name of Registrant As Specified in Its Charter)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-21039 STRATEGIC EDUCATION, INC. (Exact name of registrant as specified in its charter) Maryland 52-1975978 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 2303 Dulles Station Boulevard Herndon, VA 20171 (Address of principal executive offices) (Zip Code) REGISTRANT’S TELEPHONE NUMBER INCLUDING AREA CODE: (703) 247-2500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: COMMON STOCK, $0.01 PAR VALUE STRA Nasdaq Global Select Market (Title of each class) (Trading symbol(s)) (Name of each exchange on which registered) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: ☐ Yes ☒ No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). ☐ Yes ☒ No The aggregate market value of the voting and non-voting common stock held by non-affiliates (computed by reference to the price at which the common stock was last sold) as of June 28, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $3.8 billion. The total number of shares of common stock outstanding as of January 31, 2020 was 21,970,944 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders (which is expected to be filed with the Commission within 120 days after the end of the registrant’s 2019 fiscal year) are incorporated by reference into Part III of this Annual Report. Table of Contents STRATEGIC EDUCATION, INC. FORM 10-K INDEX Page PART I Item 1 Business 4 Item 1A Risk Factors 36 Item 1B Unresolved Staff Comments 46 Item 2 Properties 46 Item 3 Legal Proceedings 47 Item 4 Mine Safety Disclosures 47 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 Item 6 Selected Financial Data 50 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 52 Item 7A Quantitative and Qualitative Disclosures about Market Risk 61 Item 8 Financial Statements and Supplementary Data 62 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 97 Item 9A Controls and Procedures 97 Item 9B Other Information 97 PART III Item 10 Directors, Executive Officers and Corporate Governance 98 Item 11 Executive Compensation 101 Item 12 Security Ownership of Certain Beneficial Owners and Management 101 Item 13 Certain Relationships and Related Transactions 101 Item 14 Principal Accounting Fees and Services 101 PART IV Item 15 Exhibits and Financial Statement Schedules 101 Item 16 Form 10-K Summary 103 SIGNATURES 2 Table of Contents PART I CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS: This document and the documents incorporated by reference herein include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the statements about our plans, strategies, and prospects under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” We have typically used the words “expect,” “estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,” “outlook,” “plan,” “project,” and similar expressions in this document and the documents incorporated by reference herein to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to many risks, uncertainties and assumptions, including, among other things: • the pace of growth of student enrollment; • our continued compliance with Title IV of the Higher Education Act of 1965, as amended (the “Higher Education Act” or “HEA”), and the regulations thereunder, as well as other federal laws and regulations, regional accreditation standards, and state regulatory requirements; • rulemaking by the U.S. Department of Education (“Department of Education” or the “Department”) and increased focus by the U.S. Congress on for- profit education institutions; • competitive factors; • risks associated with the opening of new campuses; • risks associated with the offering of new educational programs and adapting to other changes; • risks associated with the acquisition of existing educational institutions; • risks related to the timing of regulatory approvals; • our ability to continue to implement our growth strategy; • the amount of the costs, fees, expenses, and charges related to our merger with Capella; • the risk that our merger with Capella may not advance the combined company’s business strategy and growth strategy; • the risk that the combined company may experience difficulty integrating Strayer’s and Capella’s employees or operations; • the potential diversion of our management’s attention resulting from our merger with Capella; • risks associated with the ability of our students to finance their education in a timely manner; and • general economic and market conditions. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” could cause our results to differ materially from those expressed or suggested in any forward-looking statements. Further information about these and other relevant risks and uncertainties may be found in Item 1A (“Risk Factors”) below and elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements, except as required by law. References to “we,” “us,” “our,” "Strategic Education," "SEI" and the “Company” refer to Strategic Education, Inc., together with our consolidated subsidiaries, unless the context suggests otherwise. 3 Table of Contents Item 1. Business Overview Strategic Education, Inc., a Maryland corporation formerly known as Strayer Education, Inc., is an education services company that seeks to provide the most direct path between learning and employment through campus-based and online post-secondary education offerings, as well as through programs to develop job- ready skills for high-demand markets. The Company conducts its operations primarily through its wholly-owned subsidiaries, Strayer University and Capella University, both accredited post-secondary institutions of higher education. The Company’s operations also include certain non-degree programs, mainly focused on software and application development. The Company generated net revenue of $997 million in 2019. For more information regarding our revenues, profits, and financial condition, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included in this Annual Report on Form 10-K. Acquisition of Capella Education Company On August 1, 2018, we completed our merger with Capella Education Company (“CEC”) pursuant to a merger agreement dated October 29, 2017. The merger solidifies our position as a national leader in

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