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Equity Awards | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Equity Awards | Equity Awards In connection with the merger with Capella Education Company on August 1, 2018, the Capella Education Company 2014 Equity Incentive Plan (the “2014 Capella Plan”) and the Capella Education Company 2005 Stock Incentive Plan (collectively, the “Capella Plans”) were assumed by the Company. Under the Capella Plans, shares of the Company’s common stock were permitted to be issued upon the exercise or settlement of equity awards that were granted prior to the merger date or pursuant to awards granted after the closing of the merger to legacy Capella Education Company employees under the 2014 Capella Plan. On November 6, 2018, the Company’s shareholders approved the Strategic Education, Inc. 2018 Equity Compensation Plan (the “2018 Plan”), which replaced the Strayer Education, Inc. 2015 Equity Compensation Plan (the “2015 Plan”). The 2018 Plan provides for the granting of restricted stock, restricted stock units, stock options intended to qualify as incentive stock options, options that do not qualify as incentive stock options, and other forms of equity compensation and performance-based awards to employees, officers, and directors of the Company, or to a consultant or advisor to the Company, at the discretion of the Board of Directors. Vesting provisions are at the discretion of the Board of Directors. Options may be granted at option prices based at or above the fair market value of the shares at the date of grant. The maximum term of the awards granted under the 2018 Plan is ten years. The original number of shares of common stock authorized for issuance under the 2018 Plan was 700,000, plus the number of shares available for grant under the 2015 Plan at the time of stockholder approval of the 2018 Plan, plus the number of shares which may become available under the 2015 Plan due to forfeitures of outstanding awards. On April 27, 2022, the Company’s shareholders approved the First Amendment to the 2018 Plan, which increased the total number of shares of common stock available for issuance under the 2018 Plan by the number of shares that were available for issuance under the 2014 Capella Plan as of the effective date of the First Amendment, plus the number of shares that may become available upon the future expiration, forfeiture or cancellation of outstanding awards under the Capella Plans. Subsequent to the shareholders approval of the First Amendment, all equity-based awards are granted under the 2018 Plan. As of December 31, 2024, 498,862 shares were available for issuance under the 2018 Plan. As of December 31, 2024, the Company has issued and outstanding awards under the 2018 Plan and the 2014 Capella Plan. Dividends paid on unvested restricted stock are reimbursed to the Company, and dividend equivalents accumulated on unvested restricted stock units are forfeited, if the recipient forfeits his or her shares as a result of termination of employment prior to vesting in the award, other than as a result of the recipient’s death, disability, or certain qualifying terminations in connection with a change in control of the Company, or unless waived by the Company. Restricted Stock and Restricted Stock Units The table below sets forth the restricted stock and restricted stock units activity for each of the three years in the period ended December 31, 2024:
| Number of shares or units |  | Weighted- average grant price
Balance, December 31, 2021 | 707,541 |  |  | $ | 106.93 |
Grants | 534,652 |  |  | 50.72 |
Vested shares | (139,375) |  |  | 95.27 |
Forfeitures | (31,257) |  |  | 62.43 |
Balance, December 31, 2022 | 1,071,561 |  |  | 81.70 |
Grants | 271,576 |  |  | 93.93 |
Vested shares | (154,764) |  |  | 124.19 |
Forfeitures | (97,251) |  |  | 74.03 |
Balance, December 31, 2023 | 1,091,122 |  |  | 80.08 |
Grants | 273,533 |  |  | 95.34 |
Vested shares | (124,897) |  |  | 137.81 |
Forfeitures | (9,417) |  |  | 69.37 |
Balance, December 31, 2024 | 1,230,341 |  |  | $ | 78.03 |
Stock Options The table below sets forth the stock option activity and other stock option information for each of the three years in the period ended December 31, 2024:
| Number of shares |  | Weighted- average exercise price |  | Weighted- average remaining contractual life (years) |  | Aggregate intrinsic value(1) (in thousands)
Balance, December 31, 2021 | 23,676 |  |  | $ | 65.30 |  |  | 4.0 |  | $ | 93 |
Grants | — |  |  | — |  |  |  |  |
Exercises | (377) |  |  | 36.87 |  |  |  |  |
Forfeitures/Expirations | — |  |  | — |  |  |  |  |
Balance, December 31, 2022 | 23,299 |  |  | 65.76 |  |  | 3.0 |  | 352 |
Grants | — |  |  | — |  |  |  |  |
Exercises | (4,138) |  |  | 53.95 |  |  |  |  |
Forfeitures/Expirations | — |  |  | — |  |  |  |  |
Balance, December 31, 2023 | 19,161 |  |  | 68.32 |  |  | 2.2 |  | 461 |
Grants | — |  |  | — |  |  |  |  |
Exercises | (8,056) |  |  | 63.57 |  |  |  |  |
Forfeitures/Expirations | — |  |  | — |  |  |  |  |
Balance, December 31, 2024 | 11,105 |  |  | $ | 71.76 |  |  | 1.6 |  | $ | 241 |
Exercisable, December 31, 2024 | 11,105 |  |  | $ | 71.76 |  |  | 1.6 |  | $ | 241 |
__________________________________________________________________________ (1)The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the respective trading day and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options been exercised on the respective trading day. The amount of intrinsic value will change based on the fair market value of the Company’s common stock. The Company received $14 thousand, $0.2 million, and $0.5 million of net cash proceeds related to stock options exercised during the years ended December 31, 2022, 2023, and 2024, respectively. The aggregate intrinsic value of the stock options exercised during the years ended December 31, 2022, 2023, and 2024 was $15 thousand, $0.1 million, and $0.3 million, respectively. Valuation and Expense Information under ASC 718, Stock Compensation At December 31, 2024, total stock-based compensation cost which has not yet been recognized was $39.8 million for unvested restricted stock and restricted stock units. This cost is expected to be recognized over the next 1.6 years on a weighted-average basis. Approximately 804,000 shares of restricted stock awards and restricted stock units are subject to performance conditions. The stock-based compensation expense for performance awards is based on the Company’s estimates that such performance criteria are probable of being achieved over the respective vesting periods. Such a determination involves judgment surrounding the Company’s ability to maintain regulatory compliance. If the performance targets are not reached during the respective vesting period, or it is determined it is more likely than not that the performance criteria will not be achieved, related compensation expense is adjusted. The following table reflects the amount of stock-based compensation expense recorded in each of the expense line items for the years ended December 31, 2022, 2023, and 2024 (in thousands):
| 2022 |  | 2023 |  | 2024
Instructional and support costs | $ | 7,026 |  |  | $ | 5,804 |  |  | $ | 6,989 |
General and administration | 14,766 |  |  | 13,461 |  |  | 18,239 |
Restructuring costs | — |  |  | 507 |  |  | 343 |
Stock-based compensation expense included in operating expense | 21,792 |  |  | 19,772 |  |  | 25,571 |
Tax benefit | 5,488 |  |  | 5,156 |  |  | 6,824 |
Stock-based compensation expense, net of tax | $ | 16,304 |  |  | $ | 14,616 |  |  | $ | 18,747 |
During the years ended December 31, 2022, 2023, and 2024, the Company recognized shortfall tax impacts of approximately $1.5 million, $1.4 million, and $1.2 million, respectively, related to share-based payment arrangements, which were adjustments to the provision for income taxes.

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