---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-219689"
form_type: "8-K"
ticker: null
cik: "0001459417"
company_name: "2U, Inc."
filed_at: "2024-09-16T23:59:59+00:00"
generated_at: "2026-05-31T04:33:44.792142+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# 2U emerges from Chapter 11; old equity cancelled, new owners take control

## Summary
- All old common stock cancelled without consideration; company converts to 2U, LLC, a private entity.
- New $414.3M first lien and ~$65.06M second lien term loans replace existing debt; $30M paydown from equity rights offering.
- New board appointed: Brian Napack (Exec Chairman), Paul Lalljie (CEO), plus Laurence Berg, Jason Mudrick, others.
- Company intends to terminate SEC reporting obligations and continue as private company.
- Operations continue with full support of new ownership group; no disruption to university partnerships.

## SEC filing metadata
- accession: 0001193125-24-219689
- form_type: 8-K
- cik: 0001459417
- company_name: 2U, Inc.
- filed_at: 2024-09-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/d820461d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-219689
- JSON: https://secwatch.observer/filing/0001193125-24-219689.json
- Plain text: https://secwatch.observer/filing/0001193125-24-219689.txt

## Key facts
- Executive change
  Paul Lalljie was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- Executive change
  Jason Mudrick was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- Executive change
  Thomas C. Fleming was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- Executive change
  Laurence Berg was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- Executive change
  Sean Britain was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- Executive change
  Brian Napack was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm
- Executive change
  Bruce Emery was appointed as Manager at 2U, Inc..
  - Action: appointed
  - Role: Manager
  source text: On the Effective Date and immediately following the Conversion, the following individuals were appointed as Managers of the Company in accordance with the LLC Agreement: Brian Napack, Laurence Berg, Paul Lalljie, Jason Mudrick, Sean Britain, Bruce Emery, and Thomas C. Fleming.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1459417/000119312524219689/0001193125-24-219689-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.