In Re 2U, Inc. Securities Class Action

Please be advised that the Lead Plaintiff Fiyyaz Pirani (“Pirani” or “Lead Plaintiff”) and Additional Named Plaintiff Oklahoma City Employee Retirement System (“OCERS” or “Additional Named Plaintiff”) (collectively, “Plaintiffs”), on behalf of the Settlement Class (as defined below), have reached a proposed settlement of the Action for a total of $37 million in cash that will resolve all claims in the Action (the “Settlement”). The Settlement Class consists of:

All persons and entities who purchased or otherwise acquired the publicly traded common stock of 2U, Inc. (“2U” or the “Company”), including shares purchased or otherwise acquired pursuant or traceable to the Company’s Preliminary Prospectus Supplement dated May 21, 2018 and Prospectus Supplement filed with the U.S. Securities and Exchange Commission on May 23, 2018, which are part of the Registration Statement on Form S-3 (“2U Securities”) during the period of time from February 26, 2018 through July 30, 2019, both dates inclusive (the “Class Period”).

If you are a member of the Settlement Class, in order to be potentially eligible to receive a payment under the proposed settlement, you must submit a Claim Form no later than October 29, 2022. Payments to Authorized Claimants will be made only if the Court approves the Settlement and a Plan of Allocation, and only after any appeals are resolved, and after the completion of all claims processing. Please be patient, as this process will take some time to complete.

The Frequently Asked Questions page of this website has more information on your rights as a Settlement Class Member in this Action.

Please read the Notice to also fully understand your rights and options.

Your Legal Rights and Options in this Settlement

Remain a Member of the Settlement Class and Submit a Claim Form Postmarked No Later Than October 29, 2022	This is the only way to be potentially eligible to receive a payment. If you wish to obtain a payment as a member of the Settlement Class, you will need to submit a claim form (the “Claim Form”), which is included with this Notice, postmarked no later than October 29, 2022.
Exclude Yourself from the Settlement Class (Opt Out) by Submitting a Written Request for Exclusion Received No Later Than November 18, 2022	Receive no payment pursuant to this Settlement. This is the only option that allows you to ever potentially be part of any other lawsuit against any of the Defendants or the other Defendants’ Releasees concerning the Released Plaintiffs’ Claims. Should you elect to exclude yourself from the Settlement Class, you should understand that Defendants and the other Defendants’ Releasees will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose.
Object to the Settlement So That It Is Received No Later than November 10, 2022	Write to the Court about your view of the Settlement, the Plan of Allocation, or the request for attorneys’ fees and litigation expenses, or why you don’t think the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and litigation expenses is fair to the Settlement Class. If you do not exclude yourself from the Settlement Class, you may object. You must still submit a Claim Form in order to be potentially eligible to receive any money from the Settlement Fund.
Go to the Hearing on December 9, 2022, at 9:30 a.m. and File a Notice of Intention to Appear So That It Is Received No Later Than November 10, 2022	Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and litigation expenses.
Do Nothing	Get no payment. Remain a Settlement Class Member. Give up your rights