STRA Strategic Education Inc

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

         The following are brief answers to certain questions that you may have regarding the merger agreement, the merger, the issuance of shares of Strayer common stock in connection with the merger, the amendment and restatement of the Strayer charter, the Capella special meeting, the Strayer special meeting and the consideration to be received in the merger. You are urged to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See "Where You Can Find More Information."

Q:

What is the proposed transaction?

A:

On October 29, 2017, Capella Education Company ("Capella"), Strayer Education, Inc. ("Strayer"), and Sarg Sub Inc., a wholly owned direct subsidiary of Strayer ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement") pursuant to which they agreed to a merger, with Strayer as the remaining corporate entity under which Strayer University and Capella University will operate (the "combined company").

The merger contemplated by the merger agreement will be implemented through a merger of Merger Sub with and into Capella, with Capella becoming a wholly owned subsidiary of the combined company (the "merger"). In the merger, each share of common stock of Capella, par value $0.01 per share ("Capella common stock") issued and outstanding (other than shares held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) immediately prior to the effective time of the merger (the "effective time") will be converted into the right to receive 0.875 (the "merger exchange ratio") shares of common stock of Strayer, par value $0.01 per share ("Strayer common stock," referred to as "combined company shares" as of the consummation of and following the merger), plus cash in lieu of fractional shares (such consideration, the "merger consideration"). In connection with the merger, the Strayer charter will be amended and restated to, among other things, change the name of Strayer Education, Inc. to "Strategic Education, Inc.," which will be the name of the combined company.

After consummation of the merger, Capella shareholders and Strayer stockholders are expected to own approximately 48% and 52%, respectively, of the outstanding combined company shares on a fully diluted basis, based on the number of shares currently expected to be outstanding immediately prior to the effective time. Following the consummation of the merger, the combined company shares will be listed on the NASDAQ Global Select Market ("NASDAQ") and are expected to trade under the current Strayer symbol, "STRA."

Q:

Why are Capella and Strayer proposing the merger?

A:

The Capella board of directors and the Strayer board of directors each believe that the proposed merger will provide a number of significant potential strategic benefits and opportunities that will be in the best interests of the Capella shareholders and Strayer stockholders, respectively. To review the reasons for the proposed merger in greater detail, see " The Merger—Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors " beginning on page 74 and " The Merger—Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors " beginning on page 78.

Q:

Why am I receiving this joint proxy statement/prospectus?

A:

Each of Capella and Strayer is sending these materials to the Capella shareholders and Strayer stockholders, respectively, to help them decide how to vote their shares of Capella common stock, and/or their shares of Strayer common stock, as the case may be, with respect to the matters to be

1

Table of Contents

considered at the special meeting of shareholders of Capella (the "Capella special meeting") and the special meeting of stockholders of Strayer (the "Strayer special meeting"), respectively.

Consummation of the merger requires approval by both Capella shareholders and Strayer stockholders. To obtain these required approvals, Capella will hold the Capella special meeting to ask the Capella shareholders to approve, among other things, a proposal to approve the merger agreement (the "Capella Merger Proposal"), and Strayer will hold the Strayer special meeting to ask the Strayer stockholders to approve, among other things, the issuance of shares of Strayer common stock to the Capella shareholders in connection with the merger and the amendment and restatement of the Strayer charter (collectively, the "Strayer Required Proposals").

Further information about the Capella special meeting, the Strayer special meeting, the merger agreement, the merger, the issuance of shares of Strayer common stock in connection with the merger, the amendment and restatement of the Strayer charter and the merger consideration is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus constitutes both a joint proxy statement of Capella and Strayer and a prospectus of Strayer. It is a joint proxy statement because it will be used by both the Capella board of directors in soliciting proxies from the Capella shareholders and the Strayer board of directors in soliciting proxies from the Strayer stockholders. It is a prospectus because Strayer, in connection with the merger, is offering shares of Strayer common stock (which, as noted above, we refer to as combined company shares as of the consummation of and following the merger) in exchange for the shares of outstanding Capella common stock.

The enclosed proxy materials allow you to submit a proxy by telephone or over the Internet, or by signing and returning the enclosed proxy card in the postage-paid envelope provided, without attending the applicable company's special meeting in person.

Your vote is very important. You are encouraged to submit your proxy as soon as possible by telephone or over the Internet, or by signing and returning the enclosed proxy card in the postage-paid envelope provided, even if you do plan to attend the Capella special meeting or the Strayer special meeting in person.

Q:

What will Capella shareholders receive in the merger?

A:

In the merger, each share of Capella common stock issued and outstanding immediately prior to the effective time (other than shares held in treasury or held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 shares of Strayer common stock (which, as noted above, we refer to as combined company shares as of the consummation of and following the merger). No fractional shares of Strayer common stock will be issued to Capella shareholders in connection with the merger. Instead, the combined company will pay to each former holder of Capella common stock who otherwise would be entitled to receive a fractional combined company share an amount in cash (without interest) determined by multiplying (i) the fraction of a combined company share which such holder would otherwise be entitled to receive (taking into account all shares of Capella common stock held by such holder) by (ii) the daily volume weighted average price ("VWAP") of one share of Strayer common stock for a ten (10) day trading period, starting with the opening of trading on the eleventh (11 ^th ) trading day prior to the date of consummation of the merger (the "closing date") and ending on the closing of trading on the second (2 ^nd ) to last trading day prior to the closing date, as reported by Bloomberg L.P.

Q:

What will happen to my shares of Strayer common stock?

A:

Nothing. You will continue to own the same shares of Strayer common stock that you own prior to the effective time. As a result of the issuance of additional shares of Strayer common stock to

2

Table of Contents

former Capella shareholders, however, the overall ownership percentage of the current Strayer stockholders in the combined company will be reduced.

Q:

When will the merger be consummated?

A:

The merger is expected to be consummated during the third quarter of 2018. However, neither Capella nor Strayer can predict the actual date on which the merger will be consummated, or whether it will be consummated at all, because the merger is subject to factors beyond each company's control, including the receipt (and timing) of required regulatory approvals, approval of the Capella Merger Proposal by Capella shareholders and approval of the Strayer Required Proposals by Strayer stockholders. See " The Merger Agreement—Conditions to Consummation of the Merger ."

Q:

What are the conditions to the consummation of the merger?

A:

In addition to approval of the Capella Merger Proposal by Capella shareholders and approval of the Strayer Required Proposals by Strayer stockholders, consummation of the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of a number of other conditions, including the receipt of required regulatory approvals. See " The Merger Agreement—Conditions to Consummation of the Merger ."

Q:

What effect will the merger have on Capella and Strayer?

A:

At the effective time, Merger Sub will merge with and into Capella, with Capella surviving as a wholly owned subsidiary of Strayer as the combined company. Following the consummation of the merger, Capella shares will no longer be listed on NASDAQ or any other stock exchange or quotation system, and Capella will cease to be a publicly traded company. Pursuant to the merger agreement, Strayer as the combined company will be the remaining corporate entity under which both universities will operate as independent and separately accredited institutions.

Shares of Strayer common stock, which we refer to as combined company shares as of the consummation of and following the merger, will continue to be registered and subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the consummation of the merger. In connection with the merger, Strayer will change its name to "Strategic Education, Inc." The combined company shares will continue to be listed on NASDAQ and are expected to trade under the current Strayer symbol, "STRA," following the merger.

Q:

Who will serve as the directors and senior officers of the combined company?

A:

At the effective time, the board of directors of the combined company will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors and are recommended by Mr. Gilligan. In addition, one of the two additional Capella designees will be appointed to serve on the Compensation Committee of the combined company.

Robert Silberman will continue as Executive Chairman of the board of directors of the combined company and Mr. Gilligan will be appointed as Vice Chairman at the effective time. Karl McDonnell, Strayer's current President and Chief Executive Officer, and Daniel W. Jackson, Strayer's current Executive Vice President and Chief Financial Officer, will continue in their respective positions at the combined company following the effective time. Steven L. Polacek, Capella's current Senior Vice President and Chief Financial Officer, will be appointed as the Chief Integration/Transition Officer of the combined company.

3

Table of Contents

Q:

Who is entitled to vote?

A:

Capella:     The Capella board of directors has fixed the close of business on December 11, 2017 as the record date for determining the Capella shareholders who are entitled to notice of and to vote at the Capella special meeting (the "Capella record date"). If you were a holder of record of Capella common stock as of the close of business on December 11, 2017, you are entitled to receive notice of and to vote at the Capella special meeting and any adjournments thereof.

Strayer:     The Strayer board of directors has fixed the close of business on December 11, 2017 as the record date for determining the Strayer stockholders who are entitled to notice of and to vote at the Strayer special meeting (the "Strayer record date"). If you were a holder of record of Strayer common stock as of the close of business on December 11, 2017, you are entitled to receive notice of and to vote at the Strayer special meeting and any adjournments thereof.

Q:

What are Capella shareholders being asked to vote on?

A:

At the Capella special meeting, Capella shareholders will be asked to approve the following items:

1.

the Capella Merger Proposal;

2.

a proposal to approve the adjournment of the Capella special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the Capella Merger Proposal (the "Capella Adjournment Proposal"); and

3.

a proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to Capella's named executive officers that is based on or otherwise relates to the merger, as disclosed in " The Merger—Interests of Capella's Directors and Executive Officers in the Merger " of the accompanying joint proxy statement/prospectus (the "Capella Advisory Compensation Proposal" and, together with the Capella Merger Proposal and the Capella Adjournment Proposal, the "Capella Proposals").

Approval of the Capella Merger Proposal is required for consummation of the merger. Neither the approval of the Capella Adjournment Proposal nor the approval of the Capella Advisory Compensation Proposal is required for consummation of the merger.

No other matters are intended to be brought before the Capella special meeting by Capella.

Q:

What vote is required to approve each proposal at the Capella special meeting?

4

Table of Contents

Capella Advisory Compensation Proposal. For the Capella Advisory Compensation Proposal, an abstention or a failure to vote will have no effect on the vote count for this proposal.

Q:

How does the Capella board of directors recommend Capella shareholders vote?

A:

The Capella board of directors has determined that the merger agreement and the merger are advisable, fair to and in the best interests of Capella and the Capella shareholders, and has approved and adopted the merger agreement and the merger. The Capella board of directors therefore unanimously recommends that the Capella shareholders vote their shares of Capella common stock:

1.

" FOR " the Capella Merger Proposal;

2.

" FOR " the Capella Adjournment Proposal; and

3.

" FOR " the Capella Advisory Compensation Proposal.

Q:

Are there any risks about the merger or Strayer's business that Capella shareholders should consider in deciding whether to vote for the Capella Proposals?

A:

Yes. Before making any decision on whether and how to vote, Capella shareholders are urged to read carefully and in its entirety the information contained in " Risk Factors " beginning on page 35 of this joint proxy statement/prospectus. Capella shareholders should also read and carefully consider the risk factors of Capella and Strayer and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus. See " Where You Can Find More Information ."

Q:

Do any of Capella's directors or executive officers have interests in the merger that may be different from, or in addition to, those of Capella shareholders?

A:

Yes. Capella's directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of Capella shareholders generally. See " The Merger—Interests of Capella's Directors and Executive Officers in the Merger ." The members of the Capella board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that the Capella shareholders approve the Capella Proposals.

Q:

What are Strayer stockholders being asked to vote on?

A:

At the Strayer special meeting, Strayer stockholders will be asked to approve the following items:

1.

a proposal to approve the issuance of shares of Strayer common stock in connection with the merger (the "Share Issuance Proposal");

2.

a proposal to amend and restate the Strayer charter (the "Charter Amendment Proposal") to make the changes as shown in Annex B to the attached joint proxy statement/prospectus, including:

•

changing the combined company's corporate name from "Strayer Education, Inc." to "Strategic Education, Inc."; and

•

increasing the number of shares of Strayer common stock that Strayer is authorized to issue under the Strayer charter to 32,000,000; and

3.

a proposal to approve the adjournment of the Strayer special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and/or the Charter Amendment Proposal if there are insufficient votes at the time of such adjournment to approve such proposals (the "Strayer Adjournment Proposal" and,

5

Table of Contents

together with the Share Issuance Proposal and the Charter Amendment Proposal, the "Strayer Proposals").

Approvals by Strayer stockholders of the Share Issuance Proposal and the Charter Amendment Proposal are conditions to the consummation of the merger. If either the Share Issuance Proposal or the Charter Amendment Proposal is not approved, the merger will not be consummated.

No other matters may be brought before the Strayer special meeting.

Q:

What vote is required to approve each proposal at the Strayer special meeting?

Q:

How does the Strayer board of directors recommend Strayer stockholders vote?

A:

The Strayer board of directors has determined that the merger agreement, the issuance of Strayer common stock in the merger and the amendment and restatement of the Strayer charter are advisable, fair to and in the best interests of Strayer and the Strayer stockholders. The Strayer board of directors therefore unanimously recommends that the Strayer stockholders vote:

1.

" FOR " the Share Issuance Proposal;

2.

" FOR " the Charter Amendment Proposal; and

3.

" FOR " the Strayer Adjournment Proposal.

6

Table of Contents

Q:

Are there any risks about the merger or Capella's business that Strayer stockholders should consider in deciding whether to vote for the Strayer Proposals?

A:

Yes. Before making any decision on whether and how to vote, Strayer stockholders are urged to read carefully and in its entirety the information contained in " Risk Factors " beginning on page 35 of this joint proxy statement/prospectus. Strayer stockholders should also read and carefully consider the risk factors of Capella and Strayer and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus. See " Incorporation of Certain Documents by Reference " and " Where You Can Find More Information ."

Q:

Do any of Strayer's directors or executive officers have interests in the merger that may be different from, or in addition to, those of Strayer stockholders?

A:

Yes. Strayer's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Strayer stockholders. See " The Merger—Interests of Strayer's Directors and Executive Officers in the Merger ." The members of the Strayer board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that the Strayer stockholders approve the Strayer Proposals.

Q:

Who else must approve the merger?

A:

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Capella and Strayer may not consummate the merger until they have furnished certain information and materials to the Antitrust Division of the U.S. Department of Justice (the "DOJ") and the U.S. Federal Trade Commission (the "FTC"), and the applicable waiting period has expired or been terminated. On November 9, 2017, each of Capella and Strayer filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division of the DOJ and the FTC, and on November 22, 2017, the FTC granted early termination, effective immediately, of the applicable waiting period under the HSR Act. The consummation of the proposed transaction is also subject to receipt of governmental and regulatory approvals from, among others, the U.S. Department of Education (the "DOE") and the Higher Learning Commission (the "HLC"), which is the institutional accreditor for Capella University. On November 28, 2017, Capella submitted a pre-acquisition review application to the DOE, and on December 1, 2017, Capella filed a change of control application with the HLC. Additional information regarding regulatory approvals required for consummation of the merger is set forth in " The Merger Agreement—Conditions to Consummation of the Merger " and " The Merger—Regulatory Approvals Required for the Merger ."

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instruction card for your shares of Capella common stock or Strayer common stock, as applicable, as soon as possible so that your shares will be represented at your respective company's special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction card provided by your bank, broker or other nominee if your shares are held in "street name" through your bank, broker or other nominee.

Q:

How do I vote?

A:

If you are a shareholder of record of Capella as of the Capella record date, or a stockholder of record of Strayer as of the Strayer record date, you may submit your proxy before your respective company's special meeting in one of the following ways:

1.

visit the website shown on your proxy card to submit your proxy via the Internet;

7

Table of Contents

2.

call the toll-free number for telephone proxy submission shown on your proxy card; or



3.

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope provided.

You may also cast your vote in person at your respective company's special meeting.

If your shares are held in "street name," through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your bank, broker or other nominee. "Street name" stockholders or shareholders who wish to vote in person at the meeting will need to obtain a "legal proxy" from their bank, broker or other nominee.

Q:

How many votes do I have?

A:

Capella:     You are entitled to one vote for each share of Capella common stock that you owned as of the close of business on the Capella record date. As of the close of business on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, 11,623,793 shares of Capella common stock were outstanding.

Strayer:     You are entitled to one vote for each share of Strayer common stock that you owned as of the close of business on the Strayer record date. As of the close of business on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, 11,167,425 shares of Strayer common stock were outstanding.

Q:

What if I transfer my shares of Capella common stock before the Capella special meeting, or I transfer my shares of Strayer common stock before the Strayer special meeting?

A:

Capella:     If you transfer your shares of Capella common stock after the Capella record date but before the Capella special meeting, unless you provide the transferee of your shares with a proxy, you will retain your right to vote at the Capella special meeting, but will have transferred the right to receive the merger consideration. In order to receive combined company shares as a result of the merger, you must hold your Capella shares through the effective time.

Strayer:     If you transfer your shares of Strayer common stock after the Strayer record date but before the Strayer special meeting, unless you provide the transferee of your shares with a proxy, you will retain your right to vote at the Strayer special meeting.

Q:

Should I send in my Capella stock certificates now?

A:

No. Any Capella shareholders who hold certificated shares of Capella common stock should keep their existing stock certificates at this time. After the merger is consummated, Capella shareholders will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates for combined company shares. Strayer stockholders do not need to take any action with respect to their stock certificates.

The combined company will not issue stock certificates in respect of any combined company shares issued in connection with the merger, except as required by law. Capella shareholders who are entitled to receive the merger consideration will receive combined company shares in book-entry form.

Q:

Who is the exchange agent for the merger?

A:

American Stock Transfer & Trust Co. will be the exchange agent for the merger.

8

Table of Contents

Q:

When and where are the Capella special meeting and the Strayer special meeting?

A:

Capella:     The Capella special meeting will be held at 8:00 a.m. local time, on January 19, 2018, at Capella's corporate headquarters located at Capella Tower, 225 South Sixth Street, 3rd Floor, Minneapolis, Minnesota 55402.

Strayer:     The Strayer special meeting will be held at 9:00 a.m. local time, on January 19, 2018, at Strayer's corporate headquarters located at 2303 Dulles Station Boulevard, Herndon, Virginia 20171.

Q:

What constitutes a quorum?

A:

Capella:     The presence of Capella shareholders representing a majority of the voting power of all issued and outstanding shares of Capella common stock entitled to vote at the Capella special meeting, in person or represented by proxy, is necessary to constitute a quorum at the Capella special meeting. If a quorum is present when the Capella special meeting is convened, the Capella shareholders present may continue to transact business until adjournment, even if the withdrawal of a number of the Capella shareholders originally present leaves less than the proportion or number otherwise required for a quorum. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, all proposals to be voted on at the Capella special meeting will be "non-routine" matters, we do not expect to receive any broker non-votes (which are shares of Capella common stock held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), and if you do not provide voting instructions to your broker, bank or other nominee, your shares will not be counted as present and entitled to vote for purposes of determining a quorum.

Strayer:     The presence in person or by proxy of Strayer stockholders entitled to cast a majority of all votes entitled to be cast at the Strayer special meeting is necessary to constitute a quorum. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, all proposals to be voted on at the Strayer special meeting will be "non-routine" matters, we do not expect to receive any broker non-votes (which are shares of Strayer common stock held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), and if you do not provide voting instructions to your broker, bank or other nominee, your shares will not be counted as present and entitled to vote for purposes of determining a quorum.

Q:

If my shares are held in "street name" by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:

If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker or other nominee with instructions on how to vote your shares. Please follow the instructions provided by your bank, broker or other nominee. Please note that you may not submit a proxy with respect to shares held in "street name" by returning a proxy card directly to Capella or Strayer or by voting in person at your respective company's special meeting unless you provide a "legal proxy," which you must obtain from your bank, broker or other nominee.

Under the rules of the New York Stock Exchange, brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. Brokers are

9

Table of Contents

not allowed to exercise their voting discretion with respect to the approval of matters that the New York Stock Exchange determines to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Capella special meeting and the Strayer special meeting will be "non-routine" matters.

If you are a Capella shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

•

your bank, broker or other nominee will not be permitted to vote your shares on the Capella Merger Proposal, and this non-vote will have the same effect as a vote " AGAINST " this proposal;



•

your bank, broker or other nominee will not be permitted to vote your shares on the Capella Adjournment Proposal or the Capella Advisory Compensation Proposal, and this non-vote will have no effect on the vote counts for these proposals; and



•

your shares will not be counted towards determining whether a quorum is present.

If you are a Strayer stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

•

your bank, broker or other nominee will not be permitted to vote your shares on the Charter Amendment Proposal, and this non-vote will have the same effect as a vote " AGAINST " this proposal;



•

your bank, broker or other nominee will not be permitted to vote your shares on the Share Issuance Proposal or the Strayer Adjournment Proposal, and this non-vote will have no effect on the outcome of these proposals; and



•

your shares will not be counted towards determining whether a quorum is present.

Q:

What if I do not vote?

A:

If you are a Capella shareholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Capella Merger Proposal, or if you respond with an "abstain" vote on the Capella Merger Proposal, this will have the same effect as a vote cast " AGAINST " the Capella Merger Proposal.

If you are a Capella shareholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote, this will have no effect on the vote count for the Capella Adjournment Proposal or the Capella Advisory Compensation Proposal. If you are a Capella shareholder and you respond with an "abstain" vote on the Capella Adjournment Proposal, this will have the same effect as a vote cast " AGAINST " the Capella Adjournment Proposal. If you are a Capella shareholder and you respond with an "abstain" vote on the Capella Advisory Compensation Proposal, this will have no effect on the vote count for the Capella Advisory Compensation Proposal.

If you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote with respect to any of the Capella Proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an "abstain" vote on any of the Capella Proposals, or vote on one or more of the Capella Proposals, your shares will count towards determining whether a quorum is present.

If you are a Strayer stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote, or if you respond with an "abstain" vote on the Charter Amendment Proposal, this will have the same effect as a vote cast " AGAINST " the Charter Amendment Proposal.

10

Table of Contents

If you are a Strayer stockholder and fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote, or if you respond with an "abstain" vote on the Share Issuance Proposal or the Strayer Adjournment Proposal, this will have no effect on the outcome of the Share Issuance Proposal or the Strayer Adjournment Proposal.

If you fail to vote, fail to submit a proxy or fail to properly instruct your bank, broker or other nominee how to vote with respect to any of the Strayer Proposals, your shares will not count towards determining whether a quorum is present. However, if you respond with an "abstain" vote on any of the Strayer Proposals, your shares will count towards determining whether a quorum is present.

An abstention occurs when a holder attends the applicable meeting in person and does not vote (assuming that such holder did not previously authorize a proxy) or returns a proxy or voting instruction card with an "abstain" vote.

Please note that if you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy or voting instruction card), the shares of Capella common stock represented by your proxy will be voted " FOR " each Capella Proposal in accordance with the recommendation of the Capella board of directors, or the shares of Strayer common stock represented by your proxy will be voted " FOR " each Strayer Proposal in accordance with the recommendation of the Strayer board of directors, as applicable. See the Q&A below entitled " May I change my vote after I have delivered my proxy or voting instruction card? " for further information on how to change your vote.

Your vote is very important. Whether or not you plan to attend the Capella special meeting or the Strayer special meeting, as applicable, please promptly complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet.

Q:

May I change my vote after I have delivered my proxy or voting instruction card?

A:

Capella:     As a Capella shareholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Capella special meeting. If you are a Capella shareholder of record, you can do this by:

•

sending a written notice of revocation that is received by Capella prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Capella special meeting, stating that you would like to revoke your proxy, to Capella's corporate secretary at Capella's corporate headquarters, Capella Tower, 225 South Sixth Street, 9 ^th  Floor, Minneapolis, Minnesota 55402.

•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Capella prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Capella special meeting; or

•

attending the Capella special meeting, providing a written notice of revocation and voting in person.

Attending the Capella special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Capella special meeting, you must provide a written notice of revocation and vote by ballot at such meeting to change your vote.

If you are a Capella shareholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Capella special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares of Capella common stock are held in an account at a bank,

11

Table of Contents

broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

Strayer:     As a Strayer stockholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Strayer special meeting. If you are a Strayer stockholder of record, you can do this by:

•

sending a written notice of revocation that is received by Strayer prior to the time the proxy is exercised at the Strayer special meeting, stating that you would like to revoke your proxy, to Strayer's corporate secretary at 2303 Dulles Station Boulevard, Herndon, VA 20171;



•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Strayer prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Strayer special meeting; or



•

attending the Strayer special meeting and voting in person.

Attending the Strayer special meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Strayer special meeting, you must vote by ballot at such meeting to change your vote.

If you are a Strayer stockholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy and vote your shares in person at the Strayer special meeting only in accordance with applicable rules and procedures as employed by such bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

Q:

Will a proxy solicitor be used?

A:

Yes.    Strayer has engaged Alliance Advisors LLC ("Alliance") to assist in the solicitation of proxies for the Strayer special meeting, and Strayer estimates it will pay Alliance a fee of approximately $12,500, plus reimbursement for reasonable and documented out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. Strayer has also agreed to indemnify Alliance against certain losses, costs and expenses. In addition to mailing proxy solicitation material, Strayer's directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Strayer's directors, officers or employees for such services.

Capella has engaged Innisfree M&A Incorporated ("Innisfree") to assist in the solicitation of proxies for the Capella special meeting, and Capella estimates it will pay Innisfree a fee of $15,000, plus reimbursement for reasonable and documented out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. Capella has also agreed to indemnify Innisfree against certain losses, costs and expenses. In addition to mailing proxy solicitation material, Capella's directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Capella's directors, officers or employees for such services.

Q:

Who will count the votes?

A:

At the Capella special meeting, Broadridge Financial Solutions, Inc. ("Broadridge") will serve as inspector of elections, count all of the proxies or ballots submitted and report the votes at the Capella special meeting. Whether you submit your proxy by accessing the Internet, telephone or mail, your proxy will be received directly by Broadridge.

12

Table of Contents

At the Strayer special meeting, Alliance will serve as inspector of elections, count all of the proxies or ballots submitted and report the votes at the Strayer special meeting. Whether you submit your proxy by accessing the Internet, telephone or mail, your proxy will be received directly by Alliance.

Q:

What should I do if I receive more than one set of voting materials?

A:

Capella shareholders and Strayer stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Capella common stock or Strayer common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of shares of Capella common stock or Strayer common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of shares of both Capella common stock and Strayer common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Therefore, if you are a record holder, please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Capella common stock and/or every share of Strayer common stock that you own.

Q:

Where can I find the voting results of the Capella special meeting and the Strayer special meeting?

A:

Preliminary voting results are expected to be announced at the Capella special meeting and the Strayer special meeting and may be set forth in a press release of Capella or Strayer after the Capella special meeting and the Strayer special meeting, respectively. Final voting results for the Capella special meeting and the Strayer special meeting are expected to be published in Current Reports on Form 8-K to be filed by Capella and Strayer with the Securities and Exchange Commission (the "SEC") within four (4) business days after the Capella special meeting and the Strayer special meeting, as applicable.

Q:

Are Capella shareholders entitled to dissenters' rights?

A:

No.    Under Minnesota law and Article VII of the Amended and Restated Articles of Incorporation of Capella (as adopted on May 3, 2017) (the "Capella articles of incorporation"), Capella shareholders will not be entitled to exercise any dissenters' rights in connection with the merger.

Q:

Are Strayer stockholders entitled to appraisal rights?

A:

No.    Under Maryland law, Strayer stockholders will not be entitled to exercise any appraisal rights in connection with the merger or the Strayer Required Proposals.

Q:

What if I hold Capella stock options?

A:

Options to purchase shares of Capella common stock ("Capella stock options") that are outstanding immediately prior to the effective time (whether vested or unvested) and held by a continuing employee of Capella or a director of Capella who will join the board of directors of the combined company will automatically and without any action on the part of the holder thereof be assumed by Strayer and be converted into an option to acquire the number of whole shares of Strayer common stock (a "Strayer stock option") on the same terms and conditions as the Capella stock option to which it relates, equal to the product of the merger exchange ratio of 0.875 multiplied by the number of shares of Capella common stock subject to the option (rounded down to the nearest whole share), and will have an exercise price per share equal to the quotient

13

Table of Contents

obtained by dividing the exercise price per share of Capella common stock by the merger exchange ratio of 0.875 (rounded up to the nearest whole cent). Capella stock options that are outstanding and unexercised immediately prior to the consummation of the merger and held by former employees, directors or consultants of Capella will automatically and without any action on the part of the holder thereof be cancelled and converted into the right to receive a cash payment equal to the product of (i) the amount of merger consideration (if any) that the holder of such Capella stock option would have received had the Capella stock option been exercised immediately prior to the effective time for shares of Capella common stock (net of the applicable exercise price), and (ii) the VWAP of Strayer common stock for the ten (10) trading day period ending on the second to last trading day prior to the effective time. Capella stock options that are outstanding immediately prior to the effective time and held by current Capella directors who will not continue as members of the board of directors of the combined company following the effective time will automatically and without any action on the part of the holder thereof be cancelled and converted into the right to receive the merger consideration that the holder of such Capella stock option would have been entitled to receive if the Capella stock option had been exercised for shares of Capella common stock immediately prior to the effective time (net of the applicable exercise price).

Q:

What if I hold Capella restricted stock units?

A:

All restricted stock units of Capella ("Capella RSUs") that are outstanding immediately prior to the consummation of the merger will be assumed by Strayer and will be converted into awards of restricted stock units of Strayer ("Strayer RSUs") and will continue to have, and will be subject to, the same terms and conditions as applied to the Capella RSUs immediately prior to the effective time, with appropriate adjustments in the number of shares of Strayer common stock subject to the Strayer RSU to reflect the merger exchange ratio. In addition, outstanding Capella RSUs granted to Capella directors under the Capella equity plans will become fully and immediately vested upon the effective time.

Q:

What are the material U.S. federal income tax consequences of the merger to U.S. Holders of Capella shares?

A:

It is a condition to Strayer's obligation to consummate the merger that Strayer receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). It is a condition to Capella's obligation to consummate the merger that Capella receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Based on the tax opinion representations and assumptions (as defined on page 117), in the opinion of each of the tax counsels, the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Accordingly, a U.S. Holder (as defined on page 116) of Capella common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Capella common stock for shares of Strayer common stock in the merger, except with respect to cash received by Capella shareholders in lieu of fractional shares. If any of the tax opinion representations and assumptions is incorrect, incomplete or inaccurate or is violated, the validity of the opinions described above may be affected and the tax consequences of the merger could differ from those described in this joint proxy statement/prospectus.

Please review the information set forth in the section entitled " Material U.S. Federal Income Tax Consequences " for a more complete description of the material U.S. federal income tax consequences of the merger. The tax consequences to you of the merger will depend on your

14

Table of Contents

particular facts and circumstances. Please consult your own tax advisors as to the specific tax consequences to you of the merger.

Q:

What happens if the trading price of Capella common stock or Strayer common stock changes before the consummation of the merger?

A:

No change will be made to the merger exchange ratio if the trading price of Capella common stock or Strayer common stock changes before the consummation of the merger. Accordingly, the exact value at the consummation of the merger of the combined company shares to be received by Capella shareholders in the merger will depend on the trading price of the Strayer common stock at the consummation of the merger.

Q:

What happens if the merger is not consummated?

A:

If the merger is not consummated, Capella shareholders will not receive the merger consideration in exchange for their shares of Capella common stock. Instead, Strayer and Capella will remain independent public companies and the Capella common stock and the Strayer common stock will continue to be listed and traded on NASDAQ under their current ticker symbols. Under specified circumstances, Capella or Strayer may be required to pay to, or be entitled to receive from, the other party a fee or reimbursement of expenses with respect to the termination of the merger agreement, as described under " The Merger Agreement—Termination Fees and Expenses ."

Q:

Do I need identification to attend the Capella special meeting or the Strayer special meeting in person?

A:

Yes.    Please bring proper identification, together with proof that you are a record owner of shares of Capella common stock or Strayer common stock. If your shares are held in "street name," please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned shares of Capella common stock or Strayer common stock, as applicable, on the applicable record date.

Q:

Whom should I contact if I have any questions about the proxy materials or voting?

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should, if you are a Capella shareholder, contact Capella's proxy solicitor and, if you are a Strayer stockholder, contact Strayer's proxy solicitor.

Strayer stockholders should contact Alliance, the proxy solicitor for Strayer, by mail at 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003 or via email at Strayer@Allianceadvisorsllc.com. Strayer stockholders may call Alliance toll-free at (833) 501-4709.

Capella shareholders should contact Innisfree, the proxy solicitor for Capella by telephone toll-free at (888) 750-5834.

Q:

Where can I find more information about Capella and Strayer?

A:

You can find more information about Capella and Strayer from the various sources described under " Where You Can Find More Information ."

15

Table of Contents