Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

(b) On October 12, 2021, Valerie Jarrett advised the Board of Directors (the "Board") of 2U, Inc. (the "Company") of her resignation as a member of the Board, effective October 14, 2021. Ms. Jarrett's decision to resign from the Board was due to her other professional responsibilities and was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

In connection with Ms. Jarrett's resignation, the Board expects to reduce its size to eleven (11) members in accordance with the Company's Seventh Amended and Restated Certificate of Incorporation.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of the Board's size. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important risk factors regarding the Company may be found under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent quarterly reports on Forms 10-Q, and are incorporated herein by reference. Furthermore, the Company undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.

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