Mga Batayang Estadistika
| LEI | 5493008RVTXVR43PYF84 |
| CIK | 1459417 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 2U, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36376 2U, LLC (Exact name of registrant as specified in its charter) 234 |
|
| September 16, 2024 |
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): September 12, 2024 2U, LLC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID |
|
| September 16, 2024 |
EX-99.1 Exhibit 99.1 2U Successfully Completes Financial Restructuring to Drive Innovation and Growth 2U emerges from Chapter 11 well-positioned to expand industry-leading services and advance mission of making high-quality education accessible to learners worldwide Arlington, VA – 2U, a global leader in online education, today announced it has successfully completed its financial restructuring an |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-207088 Registration No. 333-227546 Registration No. 333-259928 Registration No. 333-277707 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-207088 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-207088 Registration No. 333-227546 Registration No. 333-259928 Registration No. 333-277707 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-207088 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-207088 Registration No. 333-227546 Registration No. 333-259928 Registration No. 333-277707 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-207088 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 S-8 POS As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-194943 Registration No. 333-221964 Registration No. 333-267645 Registration No. 333-269948 Registration No. 333-272646 Registration No. 333-273202 Registration No. 333-277715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 R |
|
| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 12, 2024 As filed with the U.S. Securities and Exchange Commission on September 12, 2024 Registration No. 333-207088 Registration No. 333-227546 Registration No. 333-259928 Registration No. 333-277707 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-207088 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION |
|
| September 10, 2024 |
Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 2U, Inc., et al., Case No. 24-11279 (MEW) Debtors.1 (Jointly Administered) ORDER (A) APPROVING (I) THE DISCLOSURE STATEMENT AND (II) CONFIRMING THE SECOND AMENDED JOINT PREPACKAGED PLAN OF REORGANIZATION OF 2U, INC. AND ITS DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AND (B) GRANTING RELATED |
|
| September 10, 2024 |
Regulation FD Disclosure, Bankruptcy or Receivership 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): September 4, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID |
|
| September 10, 2024 |
Exhibit 99.2 UNITED STATES BANKRUPTCY COURT Southern DISTRICT OF New York In Re. 2U GetSmarter, LLC Debtor(s) Case No. 24-11286 Lead Case No. 24-11279 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 07/31/2024 Months Pending: 0 Reporting Method: Debtor's Full-Time Employees (current): 0 Debtor's Full-Time Employees (as of date of order for relief): 0 Accrual Basis |
|
| September 6, 2024 |
Delisting Determination, The Nasdaq Stock Market, LLC, September 6, 2024. 2U, Inc. The Nasdaq Stock Market LLC (the Exchange) has determined to remove from listing the securities of 2U, Inc., effective at the opening of the trading session on September 16, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the E |
|
| August 9, 2024 |
Summary of Non-Employee Director Compensation. EXHIBIT 10.5 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION • Each year, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 2U, Inc. (the “Company”) approves the compensation arrangements for non-employee members of the Board to take effect as of April 1 of such year. The compensation arrangements described below were approved effective April 1, 2024 and may be |
|
| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ 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: 00 |
|
| August 1, 2024 |
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, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NU |
|
| July 25, 2024 |
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 24, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NU |
|
| July 25, 2024 |
Exhibit 99.1 2U Takes Strategic Action to Significantly Strengthen Balance Sheet and Position Company for Innovation and Growth Company enters into agreement with its debtholders to eliminate over 50% of its debt and infuse approximately $110 million of new capital into the business, enabling 2U to invest further in its mission All educational programs and services to continue seamlessly with no i |
|
| July 25, 2024 |
Exhibit 10.2 EXECUTION VERSION July 24, 2024 2U, Inc. 7900 Harkins Road Lanham, Maryland 20706 Re: Equity Rights Offering Backstop Commitment Letter Ladies and Gentlemen: 2U, Inc. (“Holdings”) and its debtor affiliates (together with Holdings, the “Debtors”) are seeking to file for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern |
|
| July 25, 2024 |
Exhibit 10.1 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING S |
|
| July 25, 2024 |
Form of Debtor-in-Possession Credit and Guarantee Agreement. Exhibit 10.3 PROPOSED AGREED FORM DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT dated as of July [26], 2024 among 2U, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND INTERPRETATION 1 1.1 Definition |
|
| July 25, 2024 |
Exhibit 99.2 Disclaimer 2 Disclaimer (cont’d) 3 1 • • • • • • 2 • • • • • • 4 • o o o • o o o • o o o 6 $ in millions 7 8 Degree offering Alt Cred offering Note: Offering counts as of December 31, 2023 9 60 50 40 30 20 10 - Amazon Prime Apple Iphone Airbnb Source: Net Promoter scores from Satmetrix 2019 U.S. Consumer Study. Customer quotes from Company Materials 10 11 • Maintain a leading market p |
|
| July 25, 2024 |
Form of Retention Bonus Prepayment Acknowledgement. Exhibit 10.4 [2U Letterhead] July , 2024 [Employee Name] [Employee Email Address] Via Email / DocuSign RE: Partial Pre-Payment of October Retention Bonus Installment Dear [Employee Name]: As you know, you previously entered into a letter agreement with 2U, Inc. (the “Company”) on , 2024 (the “Bonus Agreement”), pursuant to which you were granted a retention bonus of $ (the “Bonus”), payable |
|
| June 14, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 2U, INC. 2U, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows: FIRST: That, at a meeting of the Board of Directors of the Company, resolutions were duly adopted recommending and decl |
|
| June 14, 2024 |
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): June 13, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| May 22, 2024 |
Submission of Matters to a Vote of Security Holders 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): May 20, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| May 17, 2024 |
2U, Inc. 7900 Harkins Road Lanham, Maryland 20706 2U, Inc. 7900 Harkins Road Lanham, Maryland 20706 May 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Edwin Kim Re: 2U, Inc. Registration Statement on Form S-3 File No. 333-277707 Dear Mr. Kim: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933 |
|
| May 16, 2024 |
As filed with the Securities and Exchange Commission on May 16, 2024 S-3/A As filed with the Securities and Exchange Commission on May 16, 2024 Registration No. |
|
| May 10, 2024 |
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): May 9, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) 7 |
|
| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| May 10, 2024 |
2U, Inc. 7900 Harkins Road Lanham, Maryland 20706 2U, Inc. 7900 Harkins Road Lanham, Maryland 20706 May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Edwin Kim Re: 2U, Inc. Registration Statement on Form S-3 File No. 333-277707 Dear Mr. Kim: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933 |
|
| May 2, 2024 |
2U Reports Results for First Quarter 2024 2U Reports Results for First Quarter 2024 LANHAM, Md. — May 2, 2024 — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended March 31, 2024. “With our leading position in the education industry, 2U has a significant opportunity to respond to and support the current technology moment, where advances in generative AI |
|
| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ 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 |
|
| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 2, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) 7 |
|
| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin |
|
| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| April 4, 2024 |
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): March 29, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| April 4, 2024 |
Form of Retention Bonus and Clawback Agreement. Exhibit 10.1 [DATE] [EMPLOYEE NAME] [EMPLOYEE ADDRESS] RE: Retention Bonus and Claw-Back Agreement Dear [EMPLOYEE NAME]: To incentivize you to remain employed with and committed to 2U, Inc. and its subsidiaries (the “Company”), we are offering you a retention bonus of $[AMOUNT] (the “Retention Bonus”) upon the terms set forth in this letter agreement (this “Agreement”). The Retention Bonus is in l |
|
| March 28, 2024 |
Exhibit 4.2 2U, INC. as Company and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [ ] TRUST INDENTURE ACT CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.09 (b) 7.09, 7.10 311 7.14 312(a) 8.01 (b) 1.06 (c) 1.06 313(a) 8.02(a), (b) (b)(1) N.A. (b)(2) 8.02(a), (b) (c) 8.02 |
|
| March 28, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
|
| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| March 28, 2024 |
As filed with the Securities and Exchange Commission on March 28, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 28, 2024 Registration No. |
|
| March 15, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): March 14, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| March 6, 2024 |
As filed with the Securities and Exchange Commission on March 6, 2024 POSASR Table of Contents As filed with the Securities and Exchange Commission on March 6, 2024 Registration No. |
|
| March 6, 2024 |
EXHIBIT 10.14 2U, Inc. Performance Stock Unit Grant Notice (Amended and Restated 2014 Equity Incentive Plan) (US) 2U, Inc. (the “Company”), pursuant to Section 6(c) of the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Performance Stock Unit Award for the number of shares of the Company’s Common Stock (“Performance Stock Units” or “PSUs”) set |
|
| March 6, 2024 |
EXHIBIT 97.1 2U, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of 2U, Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following definitions shall apply: a) |
|
| March 6, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) 2U, Inc. |
|
| March 6, 2024 |
Power of Attorney (included on the signature page of this Form S-8). As filed with the Securities and Exchange Commission on March 6, 2024 Registration No. |
|
| March 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) 2U, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Commo |
|
| March 6, 2024 |
As filed with the Securities and Exchange Commission on March 6, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 6, 2024 Registration No. |
|
| March 6, 2024 |
EXHIBIT 4.2 DESCRIPTION OF REGISTERED SECURITIES 2U, Inc., a Delaware corporation (the “Company,” “we” or “our”), currently has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Company’s common stock, $0.001 par value per share (the “common stock”). The following summary includes a brief description of the common stock as well as certain r |
|
| March 6, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) 2U, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, $0.001 par value pe |
|
| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ 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: 001-36376 2U, INC. (Exact name of r |
|
| March 6, 2024 |
Subsidiaries of the Registrant. EXHIBIT 21.1 Subsidiaries of 2U, Inc. Name of Subsidiary Jurisdiction of Incorporation or Organization CritiqueIt, Inc. California edX LLC Delaware edX Boot Camps LLC Delaware 2U HK LLC Delaware 2U Harkins Road LLC Delaware 2U KEIH Holdco, LLC Delaware 2U NYC, LLC Delaware 2U GetSmarter, LLC Delaware 2U GetSmarter (US), LLC Delaware TESI Merger Sub, Inc. Delaware TES, Inc. Delaware TES, LLC Delawa |
|
| February 13, 2024 |
TWOU / 2U, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0153-2uinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: 2U Inc Title of Class of Securities: Common Stock CUSIP Number: 90214J101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to w |
|
| February 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUM |
|
| February 12, 2024 |
2U Reports Results for Fourth Quarter and Full-Year 2023 2U Reports Results for Fourth Quarter and Full-Year 2023 LANHAM, Md. — February 12, 2024 — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter and full-year ended December 31, 2023. “I am proud to lead 2U through the next chapter of its journey,” said Paul Lalljie, Chief Executive Officer of 2U. “We finished the year |
|
| February 12, 2024 |
TWOU / 2U, Inc. / Nikko Asset Management Americas, Inc. - SC 13G/A Passive Investment SC 13G/A 1 ef20021439sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* 2U, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp |
|
| February 5, 2024 |
TWOU / 2U, Inc. / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 4 Passive Investment SC 13G/A 1 twou130241sc13ga4.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* 2U,Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check t |
|
| January 29, 2024 |
TWOU / 2U, Inc. / ARK Investment Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm244117d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* 2U, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
|
| January 3, 2024 |
Offer Letter, dated January 3, 2024, between Andrew Hermalyn and 2U, Inc. EX-10.1 Exhibit 10.1 January 3, 2024 Andrew Hermalyn c/o 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Andrew, we are excited about you becoming President of the Degree Program Segment of 2U, Inc. (“2U”). This employment letter (this “Letter”) contains the terms of your continued employment with 2U and any termination arrangements thereafter. As of January 3, 2024 (your “Promotion Date”), you will s |
|
| January 3, 2024 |
EX-99.1 Exhibit 99.1 2U Announces New Organizational Structure and Leadership Appointments Organizational structure sets up 2U to improve profitability, cash flow, and future growth LANHAM, Md. – January 3, 2024 – 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today announced that it has created two executive roles to lead each of the company’s business segments. Andrew Herm |
|
| January 3, 2024 |
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): January 3, 2024 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (State or Other Jurisdiction of Incorporation) (STATE OF INCORPORATION) 001-36376 26-2335939 ( |
|
| January 3, 2024 |
EX-10.3 Exhibit 10.3 SEPARATION, CONSULTING AND RELEASE AGREEMENT This SEPARATION, CONSULTING AND RELEASE AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into by and between 2U, Inc. (the “Company”) and Harsha Mokkarala (“Executive” and, together with the Company, the “Parties”), dated as of January 3, 2024. WHEREAS, Executive, as of the date set forth above, hereby ente |
|
| January 3, 2024 |
Offer Letter, dated January 3, 2024, between Aaron McCullough and 2U, Inc. EX-10.2 Exhibit 10.2 January 3, 2024 Aaron McCullough c/o 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Aaron, we are excited about you becoming President of the Alternative Credential Segment of 2U, Inc. (“2U”). This employment letter (this “Letter”) contains the terms of your continued employment with 2U and any termination arrangements thereafter. This Letter shall supersede and replace in its en |
|
| November 20, 2023 |
TWOU / 2U Inc / Greenvale Capital LLP - 2U, INC. Passive Investment SC 13G/A 1 p23-2797sc13ga.htm 2U, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 2U, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90214J101 (CUSIP Number) ** (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan |
|
| November 17, 2023 |
EX-99.1 Exhibit 99.1 2U, Inc. Announces Leadership Transition Paul Lalljie Appointed CEO, Joins Board of Directors; Matthew Norden Appointed CFO Christopher “Chip” Paucek Departing as CEO and Member of the Board of Directors, Becoming Special Advisor LANHAM, Maryland – November 17, 2023 – 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today announced a change of leadership t |
|
| November 17, 2023 |
Employment Letter Agreement, dated November 16, 2023, between Paul S. Lalljie and 2U, Inc. EX-10.1 Exhibit 10.1 November 16, 2023 Paul S. Lalljie c/o 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Paul, we are excited about you becoming the next Chief Executive Officer of 2U, Inc. (“2U”). This employment letter (this “Letter”) contains the terms of your continued employment with 2U and any termination arrangements thereafter. This Letter shall supersede and replace in its entirety that cer |
|
| November 17, 2023 |
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): November 16, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUM |
|
| November 17, 2023 |
EX-10.3 Exhibit 10.3 SEPARATION, CONSULTING AND RELEASE AGREEMENT This SEPARATION, CONSULTING AND RELEASE AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into by and between 2U, Inc. (the “Company”) and Christopher Paucek (“Executive” and, together with the Company, the “Parties”), dated as of November 16, 2023 (the “Effective Date”). WHEREAS, Executive, as of the date s |
|
| November 17, 2023 |
Employment Letter Agreement, dated November 16, 2023, between Matthew J. Norden and 2U, Inc. EX-10.2 Exhibit 10.2 November 16, 2023 Matthew J. Norden c/o 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Matt, we are excited about you becoming the next Chief Financial Officer of 2U, Inc. (“2U”). This employment letter (this “Letter”) contains the terms of your continued employment with 2U and any termination arrangements thereafter. As of November 16, 2023 (your “Promotion Date”), you will serv |
|
| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| November 9, 2023 |
2U Reports Results for Third Quarter 2023 2U Reports Results for Third Quarter 2023 LANHAM, Md. — November 9, 2023 — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended September 30, 2023. Results for Third Quarter 2023 compared to Third Quarter 2022 •Revenue decreased 1% to $229.7 million •Degree Program Segment revenue was flat at $137.6 million •Alte |
|
| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| October 3, 2023 |
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): October 2, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBE |
|
| August 8, 2023 |
Summary of Non-Employee Director Compensation. EXHIBIT 10.2 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION • Each year, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 2U, Inc. (the “Company”) approves the compensation arrangements for non-employee members of the Board to take effect as of April 1 of such year. The compensation arrangements described below may be modified, amended or terminated by the Boa |
|
| August 8, 2023 |
Offer letter agreement, dated as of May 23, 2023, between Aaron McCullough and 2U, Inc. cpoofferletterfinal5-23 May 23, 2023 Aaron McCullough Aaron, we appreciate the time you have spent with us during the interview process, and we are excited about you becoming 2U, Inc. |
|
| August 8, 2023 |
2U Reports Results for Second Quarter 2023 2U Reports Results for Second Quarter 2023 LANHAM, Md. — August 8, 2023 — 2U, Inc. (Nasdaq: TWOU), the company behind global online learning platform edX, today reported financial and operating results for the quarter ended June 30, 2023. Results for Second Quarter 2023 compared to Second Quarter 2022 •Revenue decreased 8% to $222.1 million •Degree Program Segment revenue decreased 16% to $119.5 m |
|
| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ 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: 00 |
|
| July 27, 2023 |
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 27, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE *(State or other jurisdiction of incorporation or organization) (STATE OF INCORPORATION) 001-363 |
|
| July 27, 2023 |
Exhibit 99.1 IN THE UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND THOMAS LUCEY, Derivatively on Behalf of Nominal Defendant 2U, INC., Plaintiff, v. CHRISTOPHER J. PAUCEK, CATHERINE A. GRAHAM, HARSHA MOKKARALA, PAUL A. MAEDER, ROBERT M. STAVIS, GREGORY K. PETERS, TIMOTHY M. HALEY, VALERIE B. JARRETT, EARL LEWIS, CORETHA M. RUSHING, SALLIE L. KRAWCHECK, JOHN M. LARSON, EDWARD S. MACIAS, ALEXIS M |
|
| July 11, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) 2U, Inc. |
|
| July 11, 2023 |
Form of Restricted Stock Award Agreement (Inducement Award). EX-99.1 Exhibit 99.1 2U, INC. Restricted Stock Unit Grant Notice (Inducement Award) 2U, Inc. (the “Company”) hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). Although the Award is not made pursuant to the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), |
|
| July 11, 2023 |
As filed with the Securities and Exchange Commission on July 11, 2023 As filed with the Securities and Exchange Commission on July 11, 2023 Registration No. |
|
| June 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) 2U, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(5) Equity Common Stock, $0.001 par value pe |
|
| June 14, 2023 |
As filed with the Securities and Exchange Commission on June 14, 2023 S-8 As filed with the Securities and Exchange Commission on June 14, 2023 Registration No. |
|
| June 14, 2023 |
Amended and Restated 2017 Employee Stock Purchase Plan. EX-4.2 Exhibit 4.2 Appendix A – Amended ESPP 2U, INC. 2017 EMPLOYEE STOCK PURCHASE PLAN (As amended as of June 6, 2023) Section 1. Purpose of the Plan The 2U, Inc. Employee Stock Purchase Plan is intended to encourage employee participation in the ownership and economic progress of the Company pursuant to a plan that is designed to qualify as an “employee stock purchase plan” within the meaning of |
|
| June 9, 2023 |
Submission of Matters to a Vote of Security Holders 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): June 6, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ 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 |
|
| April 28, 2023 |
a2023psuexecsec16 PSU Form (Executive – US Employees) 2U, INC. PERFORMANCE STOCK UNIT GRANT NOTICE (AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN) (US) 2U, Inc. (the “Company”), pursuant to Section 6(c) of the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Performance Stock Unit Award for the target number of shares of the Company’s Common |
|
| April 26, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 26, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| April 26, 2023 |
2U Reports Strong Results for First Quarter 2023 EX-99.1 Exhibit 99.1 2U Reports Strong Results for First Quarter 2023 LANHAM, Md. — April 26, 2023 — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended March 31, 2023. Results for First Quarter 2023 compared to First Quarter 2022 • Revenue decreased 6% to $238.5 million • Degree Program Segment revenue decrease |
|
| April 21, 2023 |
Skadden, Arps, Slate, Meagher & Flom llp Skadden, Arps, Slate, Meagher & Flom llp DIRECT DIAL 202-371-7248 DIRECT FAX 202-661-0582 EMAIL ADDRESS RICHARD. |
|
| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin |
|
| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| April 7, 2023 |
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): April 4, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| February 23, 2023 |
Power of Attorney (included on the signature page of this Form S-8). S-8 As filed with the Securities and Exchange Commission on February 23, 2023 Registration No. |
|
| February 23, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) 2U, Inc. |
|
| February 21, 2023 |
EXHIBIT 4.2 DESCRIPTION OF REGISTERED SECURITIES 2U, Inc., a Delaware corporation (the “Company,” “we” or “our”), currently has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Company’s common stock, $0.001 par value per share (the “common stock”). The following summary includes a brief description of the common stock as well as certain r |
|
| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ 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: 001-36376 2U, INC. (Exact name of r |
|
| February 21, 2023 |
Subsidiaries of the Registrant. EXHIBIT 21.1 Subsidiaries of 2U, Inc. Name of Subsidiary Jurisdiction of Incorporation or Organization CritiqueIt, Inc. California edX LLC Delaware edX Boot Camps LLC Delaware 2U HK LLC Delaware 2U Harkins Road LLC Delaware 2U KEIH Holdco, LLC Delaware 2U NYC, LLC Delaware 2U GetSmarter, LLC Delaware 2U GetSmarter (US), LLC Delaware TESI Merger Sub, Inc. Delaware TES, Inc. Delaware TES, LLC Delawa |
|
| February 14, 2023 |
TWOU / 2U Inc / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 14, 2023 |
TWOU / 2U Inc / Greenvale Capital LLP - 2U, INC. Passive Investment SC 13G/A 1 p23-0184sc13ga.htm 2U, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 2U, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
|
| February 10, 2023 |
TWOU / 2U Inc / Nikko Asset Management Americas, Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* 2U, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
|
| February 10, 2023 |
TWOU / 2U Inc / ARK Investment Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm235555d7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* 2U, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
|
| February 9, 2023 |
TWOU / 2U Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: 2U Inc. Title of Class of Securities: Common Stock CUSIP Number: 90214J101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1( |
|
| February 3, 2023 |
TWOU / 2U Inc / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 3 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* 2U,Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
|
| February 2, 2023 |
2U Reports Strong Results for Fourth Quarter and Full-Year 2022 EX-99.1 Exhibit 99.1 2U Reports Strong Results for Fourth Quarter and Full-Year 2022 LANHAM, Md. — February 2, 2023 — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter and full-year ended December 31, 2022. Results for Fourth Quarter 2022 compared to Fourth Quarter 2021 • Revenue decreased 3% to $236.0 million • Deg |
|
| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| January 27, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, $0. |
|
| January 27, 2023 |
Up to 16,333,331 Shares 2U, Inc. Common Stock 424B7 Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-259928 PROSPECTUS SUPPLEMENT (To prospectus dated September 30, 2021) Up to 16,333,331 Shares 2U, Inc. Common Stock This prospectus supplement relates to the possible resale from time to time by the selling securityholders named in this prospectus supplement under the caption “Selling Securityholders” of up to 16,333,331 |
|
| January 13, 2023 |
EX-4.1 Exhibit 4.1 Execution Version 2U, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of January 11, 2023 4.50% Senior Unsecured Convertible Notes due 2030 TABLE OF CONTENTS Page Article 1 DEFINITIONS; RULES OF CONSTRUCTION 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 17 Section 1.03. Rules of Construction 18 Article 2 THE NOTES 19 Section 2.01. Fo |
|
| January 13, 2023 |
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): January 12, 2023 (January 9, 2023) 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS |
|
| January 13, 2023 |
Form of 4.50% Senior Unsecured Convertible Notes due 2030 (included as Exhibit A to Exhibit 4.5). EX-4.2 EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if Applicable] [Insert Non-Affiliate Legend] 2U, INC. 4.50% Senior Unsecured Convertible Note due 2030 CUSIP No.: [ ]* Certificate No. [ ] ISIN No.: [ ] 2U, Inc., a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of $[•] [( |
|
| January 9, 2023 |
Purchase Agreement, dated January 9, 2023. Exhibit 10.3 Execution Version PURCHASE AGREEMENT by and among 2U, INC., and THE PURCHASER (AS DEFINED HEREIN) Dated as of January 9, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 General Interpretive Principles 5 ARTICLE II. SALE AND PURCHASE OF THE NOTES 6 Section 2.01 Sale and Purchase of the Notes 6 Section 2.02 Closing 6 Section 2.03 Termination |
|
| January 9, 2023 |
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): January 9, 2023 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBE |
|
| January 9, 2023 |
Purchase Agreement, dated January 9, 2023. EX-10.2 3 d435253dex102.htm EX-10.2 Exhibit 10.2 Execution Version PURCHASE AGREEMENT by and among 2U, INC., and THE PURCHASER (AS DEFINED HEREIN) Dated as of January 9, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 General Interpretive Principles 5 ARTICLE II. SALE AND PURCHASE OF THE NOTES 6 Section 2.01 Sale and Purchase of the Notes 6 Section 2.02 |
|
| January 9, 2023 |
EX-10.1 2 d435253dex101.htm EX-10.1 Exhibit 10.1 Execution Version EXTENSION AMENDMENT, SECOND AMENDMENT AND FIRST INCREMENTAL AGREEMENT TO CREDIT AND GUARANTY AGREEMENT EXTENSION AMENDMENT, SECOND AMENDMENT AND FIRST INCREMENTAL AGREEMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of January 9, 2023 (this “Agreement”), by and among 2U, INC., a Delaware corporation (the “Borrower”), certain subsid |
|
| January 9, 2023 |
Exhibit 99.1 2U Announces Debt Refinancing Transactions Transactions significantly strengthen the company’s credit profile by extending near-term maturities and reducing secured debt by $187 million LANHAM, Md. — January 9, 2023—2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today announced that it has entered into an agreement to refinance its term loan, extending the matur |
|
| December 20, 2022 |
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): December 20, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUM |
|
| December 20, 2022 |
Amended and Restated Bylaws of the Registrant. EX-3.1 2 d438263dex31.htm EX-3.1 Exhibit 3.1 FIFTH AMENDED AND RESTATED BYLAWS OF 2U, INC. (A DELAWARE CORPORATION) December 20, 2022 2U, INC. FIFTH AMENDED AND RESTATED BYLAWS ARTICLE I. OFFICES Section 1. Registered Office. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State |
|
| November 7, 2022 |
Exhibit 99.1 2U Reports Results for Third Quarter 2022 Completes Strategic Realignment Expects to Reduce Annual Operating Expense by $70 Million Increases 2022 Adjusted EBITDA Guidance LANHAM, Md. ? November 7, 2022 ? 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended September 30, 2022. Results for Third Quart |
|
| November 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| September 29, 2022 |
As filed with the Securities and Exchange Commission on September 28, 2022 As filed with the Securities and Exchange Commission on September 28, 2022 Registration No. |
|
| September 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) 2U, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, $0.001 par value pe |
|
| September 12, 2022 |
TWOU / 2U Inc / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? 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: 00 |
|
| July 28, 2022 |
Exhibit 99.1 2U Reports Results for Second Quarter 2022 Implements Plan to Accelerate Platform Strategy and Deliver Sustainable Profitability Expects Increased Marketing Efficiency and an Additional $70 Million in Annual Operating Expense Savings LANHAM, Md. ? July 28, 2022 ? 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for th |
|
| July 28, 2022 |
Exhibit 10.1 SEPARATION, CONSULTING AND RELEASE AGREEMENT This SEPARATION, CONSULTING AND RELEASE AGREEMENT (together with any Exhibits hereto, this ?Agreement?) is entered into by and between 2U, Inc. (the ?Company?) and Mark Chernis (?Executive? and, together with the Company, the ?Parties?), dated as of July 27, 2022. WHEREAS, Executive, as of the date set forth below, hereby enters into this A |
|
| July 28, 2022 |
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): June 29, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| June 10, 2022 |
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): June 8, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| June 10, 2022 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF 2U, INC. (A DELAWARE CORPORATION) June 9, 2022 2U, INC. FOURTH AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation, o |
|
| June 10, 2022 |
Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 2U, INC. EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION I. The name of this corporation is 2U, Inc. (the ?Company?). II. The address of the registered office of the Company in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Zip Code 19808. The name of its registered agent at such address is Corporation Service Company. III. Th |
|
| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? 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 |
|
| May 5, 2022 |
2U Reports Results for First Quarter 2022 Exhibit 99.1 2U Reports Results for First Quarter 2022 LANHAM, Md. ? May 5, 2022 ? 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today reported financial and operating results for the quarter ended March 31, 2022. Results for First Quarter 2022 Compared to First Quarter 2021 ? Revenue increased 9% to $253.3 million ? Degree Program Segment revenue increased 6% to $154.2 mil |
|
| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 5, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) 7 |
|
| April 21, 2022 |
DEF 14A 1 a2022proxystatement-defini.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commissio |
|
| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin |
|
| April 15, 2022 |
EX-10.1 2 d305636dex101.htm EX-10.1 Exhibit 10.1 SEPARATION, CONSULTING AND RELEASE AGREEMENT This SEPARATION, CONSULTING AND RELEASE AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into by and between 2U, Inc. (the “Company”) and John Ellis (“Executive” and, together with the Company, the “Parties”), dated as of April 15, 2022. WHEREAS, Executive, as of the date set for |
|
| April 15, 2022 |
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): April 15, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin |
|
| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? 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: 001-36376 2U, INC. (Exact name of r |
|
| March 1, 2022 |
Subsidiaries of the Registrant. EXHIBIT 21.1 Subsidiaries of 2U, Inc. Name of Subsidiary Jurisdiction of Incorporation or Organization CritiqueIt, Inc. California edX LLC Delaware 2U HK LLC Delaware 2U Harkins Road LLC Delaware 2U KEIH Holdco, LLC Delaware 2U NYC, LLC Delaware 2U GetSmarter, LLC Delaware 2U GetSmarter (US), LLC Delaware TESI Merger Sub, Inc. Delaware Trilogy Education Services, LLC Delaware TES, Inc. Delaware TE |
|
| March 1, 2022 |
EXHIBIT 2.3 AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS AMENDMENT NO.1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this ?Amendment?), dated as of November 16, 2021, is by and between 2U, Inc., a Delaware corporation (?Buyer) and edX Inc., a Massachusetts nonprofit corporation (?Seller). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purcha |
|
| February 14, 2022 |
TWOU / 2U Inc / Nikko Asset Management Americas, Inc. - SC13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* 2U, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
|
| February 14, 2022 |
TWOU / 2U Inc / ArrowMark Colorado Holdings LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 11, 2022 |
TWOU / 2U Inc / Greenvale Capital LLP - 2U, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 2U, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
|
| February 9, 2022 |
TWOU / 2U Inc / ARK Investment Management LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
|
| February 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| February 9, 2022 |
Exhibit 99.1 2U Reports Results for Full-Year and Fourth Quarter 2021 Delivers revenue growth of 22% for the full year LANHAM, Md. ? February 9, 2022 ? 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the full-year and fourth quarter ended December 31, 2021. Results for Full-Year 2021 Compared to Full-Year 2020 ? Revenue increased |
|
| February 9, 2022 |
TWOU / 2U Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: 2U Inc. Title of Class of Securities: Common Stock CUSIP Number: 90214J101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1( |
|
| February 4, 2022 |
TWOU / 2U Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 2U, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
|
| February 4, 2022 |
TWOU / 2U Inc / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 2U,Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
|
| January 26, 2022 |
The accompanying notes are an integral part of these financial statements. Exhibit 99.3 edX Inc. Unaudited Financial Statements For the three months ended September 30, 2021 Page(s) Financial Statements Unaudited Statement of Financial Position 2 Unaudited Statement of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions 3 Unaudited Statement of Changes in Net Assets 4 Unaudited Statement of Cash Flows 5 Notes to Unaudited Financial Statements 6?1 |
|
| January 26, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On June 28, 2021, 2U, Inc. (?2U? or the ?Company?) entered into a Membership Interest Purchase Agreement (the ?Purchase Agreement?) with edX Inc., a Massachusetts nonprofit corporation (?edX?) and Circuit Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of edX (?edX Sub?), pursuant to |
|
| January 26, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) ( |
|
| January 26, 2022 |
Report of Independent Auditors Exhibit 99.2 edX Inc. Financial Statements June 30, 2021 Page(s) Report of Independent Auditors 1-2 Financial Statements Statement of Financial Position 3 Statement of Revenue, Expenses and Other Changes in Net Assets without Donor Restrictions 4 Statement of Changes in Net Assets 5 Statement of Cash Flows 6 Notes to Financial Statements 7-16 Report of Independent Auditors To the Board of Director |
|
| November 16, 2021 |
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): November 16, 2021 (June 28, 2021) 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS |
|
| November 16, 2021 |
EX-99.1 2 d221952dex991.htm EX-99.1 Exhibit 99.1 2U, Inc. and edX Complete Industry-Redefining Combination Together, 2U and edX create one of the world’s most comprehensive free-to-degree online learning platforms, reaching over 40 million learners globally Combination addresses critical global need for high-quality, accessible, affordable education for learners at every stage of life Lanham, Md. |
|
| November 12, 2021 |
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): November 10, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUM |
|
| November 12, 2021 |
Exhibit 10.1 SEPARATION, CONSULTING AND RELEASE AGREEMENT This SEPARATION, CONSULTING AND RELEASE AGREEMENT (together with any Exhibits hereto, this ?Agreement?) is entered into by and between 2U, Inc. (the ?Company?) and James Kenigsberg (?Executive? and, together with the Company, the ?Parties?), dated as of November 10, 2021. WHEREAS, Executive, as of the date set forth below, hereby enters int |
|
| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| November 9, 2021 |
EXHIBIT 10.2 EXECUTION VERSION JOINDER AGREEMENT JOINDER AGREEMENT, dated as of November 4, 2021 (this ?Agreement?), by and among the lenders listed on Exhibit A hereto (each a ?2021 New Term Loan Lender? and collectively the ?2021 New Term Loan Lenders?), 2U, INC., a Delaware corporation (the ?Borrower?) and ALTER DOMUS (US) LLC (?Alter Domus?), as administrative agent (in such capacity, the ?Adm |
|
| November 9, 2021 |
Form of Amended and Restated 2014 Equity Incentive Plan. EXHIBIT 10.3 2U, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 30, 2014 APPROVED BY THE STOCKHOLDERS: FEBRUARY 11, 2014 EFFECTIVE DATE: FEBRUARY 11, 2014 AMENDED AND RESTATED: JUNE 27, 2018 AND OCTOBER 14, 2021 1.GENERAL. (a)Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the 2U, Inc. 2008 F |
|
| November 9, 2021 |
First Amendment to Term Loan Credit and Guaranty Agreement. EXHIBIT 10.1 EXECUTION VERSION FIRST AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT FIRST AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as of November 4, 2021 (this ?Agreement?), by and among 2U, INC., a Delaware corporation (the ?Borrower?), certain subsidiaries of the Borrower party hereto, as guarantors (the ?Guarantors?), ALTER DOMUS (US) LLC (?Alter Domus?), as administrat |
|
| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| November 9, 2021 |
2U Reports Results for Third Quarter 2021 Delivers revenue growth of 16% Exhibit 99.1 2U Reports Results for Third Quarter 2021 Delivers revenue growth of 16% LANHAM, Md. ? November 9, 2021 ? 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the quarter ended September 30, 2021. Results for Third Quarter 2021 Compared to Third Quarter 2020 ? Revenue increased 16% to $232.4 million ? Degree Program Segme |
|
| October 13, 2021 |
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): October 12, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| September 30, 2021 |
As filed with the Securities and Exchange Commission on September 30, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 30, 2021 Registration No. |
|
| July 29, 2021 |
Summary of Non-Employee Director Compensation. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION ? Each year, the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of 2U, Inc. |
|
| July 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| July 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? 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: 00 |
|
| July 29, 2021 |
2U Reports Results for Second Quarter 2021 Delivers revenue growth of 30% Exhibit 99.1 2U Reports Results for Second Quarter 2021 Delivers revenue growth of 30% LANHAM, Md. ? July 29, 2021 ? 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the quarter ended June 30, 2021. Results for Second Quarter 2021 Compared to Second Quarter 2020 ? Revenue increased 30% to $237.2 million ? Degree Program Segment re |
|
| June 29, 2021 |
Exhibit 10.1 EXECUTION VERSION TERM LOAN CREDIT AND GUARANTY AGREEMENT Dated as of June 28, 2021 among 2U, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Accounting Terms 49 1.3 I |
|
| June 29, 2021 |
Exhibit 2.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG 2U, INC., EDX INC., AND CIRCUIT SUB LLC, DATED AS OF JUNE 28, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Definitions 1 ARTICLE 2 PURCHASE AND SALE 14 2.1 Purchase and Sale 14 2.2 Purchase Price 14 2.3 Payments at Closing 14 2.4 Purchase Price Adjustment 14 2.5 Withholding 16 ARTICLE 3 REPRESENTATIONS AND |
|
| June 29, 2021 |
2U and edX: An Industry Redefining Combination June 29, 2021 Exhibit 99.2 Forward Looking Statements. This presentation contains forward-looking statements regarding 2U, Inc. (?2U?, the ?company?, ?our?), edX Inc., 2U?s acquisition of assets from edX Inc. (the ?Acquisition?) and future business expectations, strategy and intentions all of which are subject to the safe harbor provisions of the Priv |
|
| June 29, 2021 |
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): June 28, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| June 29, 2021 |
2U, Inc. Announces Acquisition of edX Assets EX-99.1 4 d189104dex991.htm EX-99.1 Exhibit 99.1 2U, Inc. Announces Acquisition of edX Assets • Outlines terms and expected financial impact of transaction • Transaction to be funded with existing cash, including proceeds from new $475 million senior secured Term Loan B • Affirms full-year 2021 financial guidance Lanham, Md.— June 29, 2021 — 2U, Inc. (Nasdaq: TWOU), a global leader in education te |
|
| June 4, 2021 |
Submission of Matters to a Vote of Security Holders 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): June 3, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| April 28, 2021 |
PSU Form (Executive ? US Employees) 2U, Inc. Performance Stock Unit Grant Notice (Amended and Restated 2014 Equity Incentive Plan) (US) 2U, Inc. (the ?Company?), pursuant to Section 6(c) of the Company?s Amended and Restated 2014 Equity Incentive Plan (the ?Plan?), hereby awards to Participant a Performance Stock Unit Award for the target number of shares of the Company?s Common Stock (?Performanc |
|
| April 28, 2021 |
Exhibit 99.1 2U Reports Results for First Quarter 2021 Delivers revenue growth of 32% Reports improved profitability and positive cash flows from operations LANHAM, Md. ? April 28, 2021 ? 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the quarter ended March 31, 2021. Results for First Quarter 2021 Compared to First Quarter 2020 |
|
| April 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? 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 |
|
| April 28, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 28, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| April 28, 2021 |
RSU Form (Executive ? US Employees) 2U, Inc. Restricted Stock Unit Grant Notice (Amended and Restated 2014 Equity Incentive Plan) (US) 2U, Inc. (the ?Company?), pursuant to Section 6(b) of the Company?s Amended and Restated 2014 Equity Incentive Plan (the ?Plan?), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company?s Common Stock (?Restricted Stock Un |
|
| April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) x Defin |
|
| April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Defin |
|
| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 25, 2021 |
Subsidiaries of the Registrant. EXHIBIT 21.1 Subsidiaries of 2U, Inc. Name of Subsidiary Jurisdiction of Incorporation or Organization CritiqueIt, Inc. California 2U HK LLC Delaware 2U Harkins Road LLC Delaware 2U KEIH Holdco, LLC Delaware 2U NYC, LLC Delaware 2U GetSmarter, LLC Delaware 2U GetSmarter (US), LLC Delaware TESI Merger Sub, Inc. Delaware Trilogy Education Services, LLC Delaware TES, Inc. Delaware TES, LLC Delaware T |
|
| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? 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: 001-36376 2U, INC. (Exact name of r |
|
| February 16, 2021 |
EX-99.2 3 tm215909d12ex2.htm EXHIBIT 2 Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common |
|
| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
|
| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 2U, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is fi |
|
| February 16, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
|
| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 11, 2021 |
Exhibit 99.1 2U, Inc. Reports Results for Full-Year and Fourth Quarter 2020 Delivers revenue growth of 35% for the full year Reports significant improvements to profitability measures LANHAM, Md. — February 11, 2021 — 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the full-year and fourth quarter ended December 31, 2020. Results |
|
| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 2U, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
|
| February 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUM |
|
| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: 2U Inc. Title of Class of Securities: Common Stock CUSIP Number: 90214J101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1( |
|
| February 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 2U,Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
|
| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 2U, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90214J101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
|
| October 27, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): October 27, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMB |
|
| October 27, 2020 |
EX-99.1 2 tm2034350d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 2U, Inc. Reports Results for Third Quarter 2020 Delivers organic revenue growth of 31% Reports significant improvement to profitability measures Provides full-year guidance for 2020 LANHAM, Md. — October 27, 2020 — 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the third |
|
| October 27, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
|
| October 9, 2020 |
TWOU / 2U, Inc. / ARK Investment Management LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
|
| September 9, 2020 |
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): September 2, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUM |
|
| August 10, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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): August 10, 2020 (August 5, 2020). 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS |
|
| August 10, 2020 |
Exhibit 1.1 Execution Version 2U, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT August 5, 2020 August 5, 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: 2U, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom Morgan Stanley & |
|
| August 7, 2020 |
CALCULATION OF REGISTRATION FEE TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-227546 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.001 par value per share 7,820,000 $ 45.50 $ 355,810,000 $ 46,184.14 (1) Include |
|
| August 5, 2020 |
Financial Statements and Exhibits, Other Events 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): August 5, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| August 5, 2020 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EXHIBIT 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On May 22, 2019, 2U, Inc. (the “Company”) acquired Trilogy Education Services, Inc. (“Trilogy”) for (i) $424.3 million in cash and (ii) 4,608,101 shares of the Company’s common stock (the “Trilogy Acquisition”). The unaudited pro forma combined financial information has been prepared to give effect to the Trilogy Acquisition and the f |
|
| August 5, 2020 |
2U, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.2 2U, Inc. Announces Proposed Public Offering of Common Stock LANHAM, Md. — August 5, 2020—2U, Inc. (Nasdaq: TWOU) (“2U”), a global leader in education technology, today announced that it is commencing a registered public offering of $300,000,000 of its common stock. In connection with the offering, 2U intends to grant the underwriter a 30-day option to purchase up to $45,000,000 additi |
|
| August 5, 2020 |
Subject to Completion, Dated August 5, 2020 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
|
| July 31, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 30, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| July 31, 2020 |
Exhibit 10.7 EXECUTION VERSION Deal CUSIP Number: 90212TAA9 Facility CUSIP Number: 90212TAB7 CREDIT AGREEMENT among 2U, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of June 25, 2020 MORGAN STANLEY SENIOR FUNDING, INC. CREDIT SUISSE LOAN FUNDING LLC, and GOLDMAN SACHS BANK USA a |
|
| July 31, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ 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: 00 |
|
| July 31, 2020 |
2U, Inc. Reports Results for Second Quarter 2020 Delivers revenue growth of 35% Exhibit 99.1 2U, Inc. Reports Results for Second Quarter 2020 Delivers revenue growth of 35% LANHAM, Md. — July 30, 2020 — 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the second quarter ended June 30, 2020. Results for Second Quarter 2020 Compared to Second Quarter 2019 • Revenue increased 35% to $182.7 million • Graduate Pro |
|
| July 31, 2020 |
Summary of Non-Employee Director Compensation. Exhibit 10.8 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION • Each year, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 2U, Inc. (the “Company”) approves the compensation arrangements for non-employee members of the Board to take effect as of April 1 of such year. The compensation arrangements described below may be modified, amended or terminated by the Boa |
|
| July 1, 2020 |
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): June 25, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| July 1, 2020 |
Exhibit 10.1 EXECUTION VERSION Deal CUSIP Number: 90212TAA9 Facility CUSIP Number: 90212TAB7 CREDIT AGREEMENT among 2U, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of June 25, 2020 MORGAN STANLEY SENIOR FUNDING, INC. CREDIT SUISSE LOAN FUNDING LLC, and GOLDMAN SACHS BANK USA a |
|
| June 25, 2020 |
Submission of Matters to a Vote of Security Holders 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): June 23, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER) |
|
| June 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
|
| May 14, 2020 |
TWOU / 2U, Inc. / D. E. SHAW & CO, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 2U, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 90214J101 (CUSIP Number) May 4, 2020 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: ¨ Rule 13d-1(b) x R |
|
| May 14, 2020 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
|
| May 14, 2020 |
EX-99.2 3 tm2019792d1ex2.htm EXHIBIT 2 Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common |
|
| May 1, 2020 |
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): May 1, 2020 (April 29, 2020) 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLO |
|
| May 1, 2020 |
Exhibit 10.3 Execution Version April 29, 2020 From: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC 11 Madison Avenue, 11th Floor New York, NY 10010 To: 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Re: Additional Call Option Transaction The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the |
|
| May 1, 2020 |
Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Citibank, N.A. Exhibit 10.1 Execution Version April 29, 2020 From: Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 3rd Floor New York, NY 10013 To: 2U,Inc. 7900 Harkins Road Lanham, MD 20706 Re: Additional Call Option Transaction The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specifie |
|
| May 1, 2020 |
Exhibit 10.2 Execution Version April 29, 2020 From: Morgan Stanley & Co. LLC 1585 Broadway, 4th Floor New York, NY 10036 To: 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Re: Additional Call Option Transaction The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the “Transaction |
|
| April 30, 2020 |
First Amendment to the 2U, Inc. Severance Pay and Change in Control Plan. EXHIBIT 10.4 FIRST AMENDMENT TO THE 2U, INC. SEVERANCE PAY AND CHANGE IN CONTROL PLAN This First Amendment (this “Amendment”) to the 2U, Inc. Severance Pay and Change in Control Plan (the “Plan”), is adopted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 2U, Inc. (the “Company”) on April 24, 2020. Capitalized terms used but not otherwise defined herein w |
|
| April 30, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 30, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
|
| April 30, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ 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 |
|
| April 30, 2020 |
2U, Inc. Reports Results for First Quarter 2020 Delivers revenue growth of 44% Exhibit 99.1 2U, Inc. Reports Results for First Quarter 2020 Delivers revenue growth of 44% LANHAM, Md. — April 30, 2020 — 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the first quarter ended March 31, 2020. Results for First Quarter 2020 Compared to First Quarter 2019 • Revenue increased 44% to $175.5 million • Graduate Progr |
|
| April 29, 2020 |
Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin |
|
| April 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin |
|
| April 27, 2020 |
Exhibit 10.3 Execution Version April 20, 2020 From: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC 11 Madison Avenue, 11th Floor New York, NY 10010 To: 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Re: Base Call Option Transaction The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade |
|
| April 27, 2020 |
Indenture, dated as of April 23, 2020, between 2U, Inc. and Wilmington Trust, National Association. Exhibit 4.1 2U, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 23, 2020 2.25% Convertible Senior Notes due 2025 TABLE OF CONTENTS Page Article 1 Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Rules of Construction 13 Article 2 The Notes 14 Section 2.01. Form, Dating and Denominations 14 Secti |
|
| April 27, 2020 |
Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Citibank, N.A. Exhibit 10.1 Execution Version April 20, 2020 From: Citibank, N.A. Corporate Equity Derivatives 390 Greenwich Street, 3rd Floor New York, NY 10013 To: 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Re: Base Call Option Transaction The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified bel |
|
| April 27, 2020 |
Exhibit 10.2 Execution Version April 20, 2020 From: Morgan Stanley & Co. LLC 1585 Broadway, 4th Floor New York, NY 10036 To: 2U, Inc. 7900 Harkins Road Lanham, MD 20706 Re: Base Call Option Transaction The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the “Transaction”) b |
|
| April 27, 2020 |
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): April 24, 2020 (April 20, 2020) 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EM |
|
| April 21, 2020 |
2U, Inc. Announces Pricing of Upsized $330 Million Convertible Senior Notes Offering Exhibit 99.1 2U, Inc. Announces Pricing of Upsized $330 Million Convertible Senior Notes Offering LANHAM, Md. — April 20, 2020 — 2U, Inc. (NASDAQ: TWOU) (“2U”), a global leader in education technology, today announced the pricing of $330 million aggregate principal amount of 2.25% convertible senior notes due 2025 (the “notes”) in a private offering to qualified institutional buyers pursuant to Ru |
|
| April 21, 2020 |
Financial Statements and Exhibits, Other Events 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): April 20, 2020 2U, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-36376 26-2335939 (COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER |
