Skip to main content

Strategic Education, Inc.

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 29, 2026

STRA$52.20-10.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-23.

0001013934-26-000012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0001013934-26-000018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 87 previous paragraphs and 100 current paragraphs.

51 unchanged; 28 reworded; 17 added; 8 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

On March 19, 2024, the Australian Fair Work Ombudsman (“FWO”) issued a compliance notice to Torrens University (“Torrens”), alleging that Torrens had underpaid an academic employee for work performed between 2018 and 2024 in violation of the Higher Education Industry – Academic Staff Award (the “Award”), which prescribes minimum wages for academic employees under Australian law. The compliance notice interpreted the Award to require that institutions compensate the academic employee for the marking of student assessments separately from and in addition to standard lecture delivery rates. On April 24, 2024, Torrens filed suit in the Federal Court of Australia (“Federal Court”) seeking judicial review of the compliance notice, arguing that FWO’s interpretation of the Award was incorrect and that time spent marking student assessments properly constituted “associated working time” and therefore was included within the lecture delivery rate. On June 16, 2025, the Federal Court set aside the compliance notice, finding that marking student assessments constituted “associated working time” when performed by lecturers in subjects they taught. The FWO appealed that decision to the Full Federal Court (“Full Court”). On March 17, 2026, the Full Court allowed the appeal, overturned the June 2025 judgment, and reinstated the compliance notice. The Full Court concluded that, under the Award, lecture delivery rates compensate only for limited associated working time and that ordinary marking work generally constitutes a separate activity requiring separate payment. Torrens filed an Application for Special Leave to appeal the Full Court’s decision to the High Court of Australia. The Company is unable to predict the final outcome of the litigation.

Current report

Although the compliance notice and related litigation concern a single academic employee, the Full Court’s interpretation of the Award applies broadly to similarly situated casual academic staff. Following the Full Court’s March 2026 decision, the Company began to compensate its casual academic staff for marking hours related to 2026 academic terms and evaluated this matter, including the likelihood and potential magnitude of loss related to historical periods. As of March 31, 2026, it was not practicable to determine the financial impact of the matter, and no provision was recognized related to historical periods. While the Company continues to believe it has strong arguments on the merits, during the second quarter of 2026 it obtained further legal advice assessing the likelihood of the High Court granting Special Leave to hear the case on appeal. The Company also further evaluated the FWO’s pattern of entering into settlements with other employers in the Australian higher education sector involving similar employee compensation matters. Drawing on its understanding of these settlements, the Company has explored whether remediation could be performed solely on a prospective basis, but ultimately concluded that retrospective remediation was likely to be required. Based on these factors, the Company concluded that a loss was probable as of June 30, 2026. In addition, the Company gathered data and completed an analysis of historical marking hours that provided a reliable basis for estimating its back-pay exposure for the period from 2020 through 2025, reflecting the period for which amounts may be payable to casual academic staff, and concluded that the loss was reasonably estimable. Accordingly, during the second quarter of 2026, the Company recorded a reserve of $13.9 million, consisting of estimated back pay, related payroll taxes and benefits, and interest, within accounts payable and accrued expenses in the unaudited condensed consolidated balance sheets, with a corresponding charge to instructional and support costs in the unaudited condensed consolidated statements of operations (“back-pay reserve”).

Current report

The $13.9 million reserve reflects the Company’s best estimate of the potential loss for the period from 2020 through 2025. The ultimate resolution of the litigation, including the outcome of Torrens’ Application for Special Leave and any subsequent proceedings before the High Court, remains uncertain, and the actual loss could differ materially from the amount reserved. The Company will continue to monitor developments, including the status of the underlying litigation, and will adjust the reserve as additional information becomes available.

Current report

In the second quarter of 2026, we generated $337.3 million in revenue compared to $321.5 million for the same period in 2025. Our income from operations was $50.5 million in the second quarter of 2026 compared to $45.8 million for the same period in 2025, primarily due to higher revenue, partially offset by higher instructional and support costs, which include the $13.9 million ANZ back-pay reserve. Net income in the second quarter of 2026 was $37.2 million compared to $32.3 million for the same period in 2025, and diluted earnings per share was $1.71 in the second quarter of 2026 compared to $1.37 for the same period in 2025. For the six months ended June 30, 2026, we generated $643.2 million in revenue compared to $625.1 million for the same period in 2025. Our income from operations was $91.6 million for the six months ended June 30, 2026 compared to $85.6 million for the same period in 2025, primarily due to higher revenue, partially offset by higher operating expenses, which include the $13.9 million ANZ back-pay reserve. Net income was $70.0 million for the six months ended June 30, 2026 compared to $62.1 million for the same period in 2025, and diluted earnings per share was $3.19 for the six months ended June 30, 2026 compared to $2.61 for the same period in 2025.

Current report

Revenues. Consolidated revenue increased 4.9% to $337.3 million in the second quarter of 2026 compared to $321.5 million in the second quarter of 2025, primarily due to favorable foreign currency impacts and higher revenue in our USHE and ETS segments. In the USHE segment for the three months ended June 30, 2026, total enrollment decreased 0.5% to 85,894 from

Current report

Income from operations. Consolidated income from operations increased to $50.5 million in the second quarter of 2026 compared to $45.8 million in the second quarter of 2025, primarily due to higher revenue, partially offset by higher instructional and support costs, which include the $13.9 million ANZ back-pay reserve. USHE segment income from operations increased 56.0% to $32.4 million in the second quarter of 2026 compared to $20.8 million in the second quarter of 2025, primarily due to higher revenue and lower personnel-related costs, bad debt expense, and facility expenses, partially offset by higher technology-related costs and student materials costs. ANZ segment income from operations decreased to $1.0 million in the second quarter of 2026 compared to $12.8 million in the second quarter of 2025, primarily due to the $13.9 million back-pay reserve and higher instructional costs and technology-related costs, partially offset by lower facility expenses, international agent commissions, and stock-based compensation expense. ETS segment income from operations increased 30.2% to $19.6 million in the second quarter of 2026 compared to $15.0 million in the second quarter of 2025, primarily due to higher revenue, partially offset by higher technology-related costs and increased investments in branding initiatives.

Current report

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Current report

Revenues. Consolidated revenue increased to $643.2 million in the six months ended June 30, 2026 compared to $625.1 million in the same period in 2025, primarily due to favorable foreign currency impacts and higher revenue in our ETS segment, partially offset by lower revenue in our USHE segment. USHE segment revenue decreased 0.8% to $433.1 million in the six months ended June 30, 2026 compared to $436.6 million in the same period in 2025, primarily due to lower enrollment, partially offset by higher revenue per student. ANZ segment revenue increased 7.5% to $126.2 million in the six months ended June 30, 2026 compared to $117.4 million in the same period in 2025, primarily due to favorable foreign currency impacts, partially offset by lower enrollment. ETS segment revenue increased 18.1% to $83.9 million in the six months ended June 30, 2026 compared to $71.0 million in the same period in 2025, primarily due to growth in Sophia Learning subscriptions, an increase in Workforce

Current report

Instructional and support costs. Consolidated instructional and support costs increased to $332.6 million in the six months ended June 30, 2026 compared to $324.4 million in the same period in 2025, primarily due to the ANZ back-pay reserve, higher technology-related and student materials costs, and unfavorable foreign currency impacts, partially offset by lower bad debt expense, facility expenses, personnel-related costs, and stock-based compensation expense. Consolidated instructional and support costs as a percentage of revenues decreased to 51.7% in the six months ended June 30, 2026 from 51.9% in the six months ended June 30, 2025.

Current report

General and administration expenses. Consolidated general and administration expenses increased to $214.4 million in the six months ended June 30, 2026 compared to $210.4 million in the same period in 2025, primarily due to increased investments in branding initiatives, higher technology-related costs, higher stock-based compensation expense, and unfavorable foreign currency impacts, partially offset by lower personnel-related costs, international agent commissions, and facility expenses. Consolidated general and administration expenses as a percentage of revenues decreased to 33.3% in the six months ended June 30, 2026 from 33.7% in the six months ended June 30, 2025.

Current report

Restructuring costs. Restructuring costs decreased to $4.6 million in the six months ended June 30, 2026 compared to $4.7 million in the same period in 2025, primarily due to a $0.8 million decrease in asset impairment charges, partially offset by a $0.7 million increase in severance and other personnel-related expenses from employee terminations.

Current report

Income from operations. Consolidated income from operations increased to $91.6 million in the six months ended June 30, 2026 compared to $85.6 million in the same period in 2025, primarily due to higher revenue, partially offset by higher operating expenses, which include the $13.9 million ANZ back-pay reserve. USHE segment income from operations increased 14.1% to $57.9 million in the six months ended June 30, 2026 compared to $50.7 million in the same period in 2025, primarily due to lower personnel-related costs, bad debt expense, and facility expenses, partially offset by higher technology-related and student materials costs, and increased investments in branding initiatives. ANZ segment income (loss) from operations decreased to $1.0 million of loss from operations in the six months ended June 30, 2026 compared to $10.7 million of income from operations in the same period in 2025, primarily due to the $13.9 million back-pay reserve and higher instructional costs and technology-related costs, partially offset by lower international agent commissions, stock-based compensation expense and facility expenses. ETS segment income from operations increased 36.0% to $39.3 million in the six months ended June 30, 2026 compared to $28.9 million in the same period in 2025, primarily due to higher revenue, partially offset by higher technology-related costs and increased investments in branding initiatives.

Current report

Other income. Other income increased to $2.6 million in the six months ended June 30, 2026 compared to $1.9 million in the same period in 2025, primarily due to a $2.5 million increase in investment income related to our limited partnership investments, partially offset by a $1.7 million decrease in interest income. We incurred $0.5 million of interest expense in the six months ended June 30, 2026 compared to $0.5 million in the same period in 2025.

Current report

Adjusted income from operations was $52.9 million in the second quarter of 2026 compared to $48.5 million for the same period in 2025. Adjusted net income was $38.3 million in the second quarter of 2026 compared to $35.8 million for the same period in 2025, and adjusted diluted earnings per share was $1.76 in the second quarter of 2026 compared to $1.52 for the same period in 2025. Adjusted income from operations was $96.1 million for the six months ended June 30, 2026 compared to $90.3 million for the same period in 2025. Adjusted net income was $69.9 million for the six months ended June 30, 2026 compared to $67.0 million for the same period in 2025, and adjusted diluted earnings per share was $3.18 for the six months ended June 30, 2026 compared to $2.82 for the same period in 2025.

Current report

Reconciliation of Reported to Adjusted Results of Operations for thesix months ended June 30, 2026 (in thousands, except per share data)

Current report

Reconciliation of Reported to Adjusted Results of Operations for thesix months ended June 30, 2025 (in thousands, except per share data)

Current report

Reconciliation of Reported to Adjusted Results of Operations on a Constant Currency Basis for thesix months ended June 30, 2026 (in thousands, except per share data):
Removed paragraphs (8)

Previous report

The Company experienced a cybersecurity incident on February 25, 2026 (the “Incident”). After detecting unusual activity that day within its U.S.-based network environment, the Company promptly isolated the affected portion of the environment and shut off access to contain the threat and minimize impact. Core business functions remained operational, as the majority of staff and student platforms are hosted in separate environments. The Company immediately took steps to further secure its systems and initiated a formal investigation of the Incident, with assistance from third-party experts.

Previous report

By proactively taking certain systems offline, the Company prevented the encryption of its data that could have limited access to its systems, and therefore the Company was able to resume normal operations in less than one week. The Incident affected only parts of the Company’s U.S.-based network environment and did not affect the Company’s Australia and New Zealand operations or our ETS operations, including Sophia Learning.

Previous report

The Company continues to work with a third-party vendor to identify individuals whose information was contained in the files involved in the Incident. Once this work is complete, the Company will notify those individuals and relevant regulatory authorities in accordance with law.

Previous report

As of the date of this filing, the Company believes that the Incident will not have a material adverse effect on its financial statements or business operations.

Previous report

In the first quarter of 2026, we generated $305.9 million in revenue compared to $303.6 million for the same period in 2025. Our income from operations was $41.1 million in the first quarter of 2026 compared to $39.8 million for the same period in 2025, primarily due to higher revenue in our ETS segment, partially offset by lower revenue in our USHE segment and higher operating costs. Net income in the first quarter of 2026 was $32.8 million compared to $29.7 million for the same period in 2025, and diluted earnings per share was $1.48 in the first quarter of 2026 compared to $1.24 for the same period in 2025.

Previous report

Income from operations. Consolidated income from operations increased to $41.1 million in the first quarter of 2026 compared to $39.8 million in the first quarter of 2025, primarily due to higher revenue in our ETS segment, partially offset by lower revenue in our USHE segment and higher operating costs. USHE segment income from operations decreased 14.9% to $25.5 million in the first quarter of 2026 compared to $30.0 million in the first quarter of 2025, primarily driven by lower revenue due to a decrease in enrollment, increased investments in branding initiatives and higher technology-related and professional services costs, partially offset by lower bad debt expense, personnel-related costs, facility expenses, and depreciation expense. ANZ segment loss from operations decreased to $2.0 million in the first quarter of 2026 compared to a loss from operations of $2.1 million in the first quarter of 2025, primarily driven by higher revenue, lower facility expenses, and decreased investments in branding initiatives, partially offset by higher personnel-related costs and technology-related costs. ETS segment income from operations increased 42.2% to $19.7 million in the first quarter of 2026 compared to $13.8 million in the first quarter of 2025, primarily due to higher revenue as a result of growth in Sophia Learning subscriptions, an increase in Workforce Edge revenue from employer partnerships, and higher employer affiliated enrollment, partially offset by increased investments in branding initiatives.

Previous report

Adjusted income from operations was $43.2 million in the first quarter of 2026 compared to $41.7 million for the same period in 2025. Adjusted net income was $31.6 million in the first quarter of 2026 compared to $31.2 million for the same period in 2025, and adjusted diluted earnings per share was $1.42 in the first quarter of 2026 compared to $1.30 for the same period in 2025.
Reworded paragraphs (28)

Previous wording

•In the first quarter of 2026, USHE enrollment decreased 0.8% to 87,165 compared to 87,854 for the same period in 2025.

Current wording

•In the second quarter of 2026, USHE enrollment decreased 0.5% to 85,894 compared to 86,339 for the same period in 2025.

Previous wording

•Trailing 4-quarter student persistence within USHE was 88.5% in the fourth quarter of 2025 compared to 87.2% for the same period in 2024. Student persistence is calculated as the rate of students continuing from one quarter to the next, adjusted for graduates, on a trailing 4-quarter basis. Student persistence is reported one quarter in arrears. The table below summarizes USHE trailing 4-quarter student persistence for the past 8 quarters.

Current wording

•Trailing 4-quarter student persistence within USHE was 89.0% in the first quarter of 2026 compared to 87.4% for the same period in 2025. Student persistence is calculated as the rate of students continuing from one quarter to the next, adjusted for graduates, on a trailing 4-quarter basis. Student persistence is reported one quarter in arrears. The table below summarizes USHE trailing 4-quarter student persistence for the past 8 quarters.

Previous wording

•Trailing 4-quarter government provided grants and loans per credit earned within USHE decreased 6.7% as of the end of the fourth quarter of 2025. Government provided grants and loans per credit earned includes all federal loans and grants for students (Title IV hereafter) in our USHE institutions, and is calculated on a trailing 4-quarter basis and reported one quarter in arrears. Title IV per credit earned has been declining as employer-affiliated enrollment has grown, and as more students earn credit through Sophia Learning and other affordable alternative pathways. The table below summarizes the percentage change in USHE trailing 4-quarter Title IV per credit earned for the past 8 quarters.

Current wording

•Trailing 4-quarter government provided grants and loans per credit earned within USHE decreased 5.9% as of the end of the first quarter of 2026. Government provided grants and loans per credit earned includes all federal loans and grants for students (Title IV hereafter) in our USHE institutions, and is calculated on a trailing 4-quarter basis and reported one quarter in arrears. Title IV per credit earned has been declining as employer-affiliated enrollment has grown, and as more students earn credit through Sophia Learning and other affordable alternative pathways. The table below summarizes the percentage change in USHE trailing 4-quarter Title IV per credit earned for the past 8 quarters.

Previous wording

•In the first quarter of 2026, employer affiliated enrollment as a percentage of USHE enrollment was 34.5% compared to 31.2% for the same period in 2025.

Current wording

•In the second quarter of 2026, employer affiliated enrollment as a percentage of USHE enrollment was 34.7% compared to 31.8% for the same period in 2025.

Previous wording

•In the first quarter of 2026, ANZ enrollment decreased 2.5% to 19,570 compared to 20,082 for the same period in 2025.

Current wording

•In the second quarter of 2026, ANZ enrollment decreased 5.2% to 17,555 compared to 18,524 for the same period in 2025.

Previous wording

Revenue recognition — Capella University and Strayer University offer educational programs primarily on a quarter system having four academic terms, which generally coincide with our quarterly financial reporting periods. Torrens University offers the majority of its education programs on a trimester system having three primary academic terms, which all occur within the calendar year. Approximately 94% of our revenues during the three months ended March 31, 2026 consisted of tuition revenue. Capella University offers monthly start options for new students, who then transition to a quarterly schedule. Capella University also offers its FlexPath program, which allows students to determine their 12-week billing session schedule after they complete their first course. Tuition revenue for all students is recognized ratably over the period of instruction as the universities provide academic services, whether delivered in person at a physical campus or online. Tuition revenue is shown net of any refunds, withdrawals, discounts, and scholarships. The universities also derive revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, accommodation revenue, and food and beverage fees, which are all recognized when earned. In accordance with Accounting Standards Codification 606, Revenue Recognition, materials provided to students in connection with their enrollment in a course are recognized as revenue when control of those materials transfers to the student. At the start of each academic term or program, a contract liability is recorded for academic services to be provided, and a tuition receivable is recorded for the portion of the tuition not paid in advance. Any cash received prior to the start of an academic term or program is recorded as a contract liability.

Current wording

Revenue recognition — Capella University and Strayer University offer educational programs primarily on a quarter system having four academic terms, which generally coincide with our quarterly financial reporting periods. Torrens University offers the majority of its education programs on a trimester system having three primary academic terms, which all occur within the calendar year. Approximately 94% of our revenues during the six months ended June 30, 2026 consisted of tuition revenue. Capella University offers monthly start options for new students, who then transition to a quarterly schedule. Capella University also offers its FlexPath program, which allows students to determine their 12-week billing session schedule after they complete their first course. Tuition revenue for all students is recognized ratably over the period of instruction as the universities provide academic services, whether delivered in person at a physical campus or online. Tuition revenue is shown net of any refunds, withdrawals, discounts, and scholarships. The universities also derive revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, accommodation revenue, and food and beverage fees, which are all recognized when earned. In accordance with Accounting Standards Codification 606, Revenue Recognition, materials provided to students in connection with their enrollment in a course are recognized as revenue when control of those materials transfers to the student. At the start of each academic term or program, a contract liability is recorded for academic services to be provided, and a tuition receivable is recorded for the portion of the tuition not paid in advance. Any cash received prior to the start of an academic term or program is recorded as a contract liability.

Previous wording

Students at Strayer University registering in credit-bearing courses in any undergraduate program qualify for the Learn and Earn Scholarship (formerly known as the Graduation Fund), whereby qualifying students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. Students must meet all of Strayer University’s admission requirements and not be eligible for any previously offered scholarship program. To maintain eligibility, students must be enrolled in a bachelor’s degree program. Students who have more than one consecutive term of non-attendance lose any Learn and Earn Scholarship credits earned to date, but may earn and accumulate new credits if the student is reinstated or readmitted by Strayer University in the future. In their final academic year, qualifying students will receive one free course for every three courses that the student successfully completed in prior years. The Company defers the value of the related performance obligation associated with the free credits estimated to be redeemed in the future based on the underlying revenue transactions that result in progress by the student toward earning the benefit. The estimated value of awards under the Learn and Earn Scholarship that will be recognized in the future is based on historical experience of students’ persistence in completing their course of study and earning a degree and the tuition rate in effect at the time it was associated with the transaction. Estimated redemption rates of eligible students vary based on their term of enrollment. As of March 31, 2026, we had deferred $39.1 million for estimated redemptions earned under the Learn and Earn Scholarship, as compared to $38.1 million at December 31, 2025. Each quarter, we assess our assumptions underlying our estimates for persistence and estimated redemptions based on actual experience. To date, any adjustments to our estimates have not been material. However, if actual persistence or redemption rates change, adjustments to the reserve may be necessary and could be material.

Current wording

Students at Strayer University registering in credit-bearing courses in any undergraduate program qualify for the Learn and Earn Scholarship (formerly known as the Graduation Fund), whereby qualifying students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. Students must meet all of Strayer University’s admission requirements and not be eligible for any previously offered scholarship program. To maintain eligibility, students must be enrolled in a bachelor’s degree program. Students who have more than one consecutive term of non-attendance lose any Learn and Earn Scholarship credits earned to date, but may earn and accumulate new credits if the student is reinstated or readmitted by Strayer University in the future. In their final academic year, qualifying students will receive one free course for every three courses that the student successfully completed in prior years. The Company defers the value of the related performance obligation associated with the free credits estimated to be redeemed in the future based on the underlying revenue transactions that result in progress by the student toward earning the benefit. The estimated value of awards under the Learn and Earn Scholarship that will be recognized in the future is based on historical experience of students’ persistence in completing their course of study and earning a degree and the tuition rate in effect at the time it was associated with the transaction. Estimated redemption rates of eligible students vary based on their term of enrollment. As of June 30, 2026, we had deferred $38.6 million for estimated redemptions earned under the Learn and Earn Scholarship, as compared to $38.1 million at December 31, 2025. Each quarter, we assess our assumptions underlying our estimates for persistence and estimated redemptions based on actual experience. To date, any adjustments to our estimates have not been material. However, if actual persistence or redemption rates change, adjustments to the reserve may be necessary and could be material.

Previous wording

Tuition receivable — We record estimates for our allowance for credit losses related to tuition receivable from students primarily based on our historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of recoveries. Our experience is that payment of outstanding balances is influenced by whether the student returns to the institution, as we require students to make payment arrangements for their outstanding balances prior to enrollment. Therefore, we monitor outstanding tuition receivable balances through subsequent terms, increasing the reserve on such balances over time as the likelihood of returning to the institution diminishes and our historical experience indicates collection is less likely. We periodically assess our methodologies for estimating credit losses in consideration of actual experience. If the financial condition of our students were to deteriorate based on current or expected future events resulting in evidence of impairment of their ability to make required payments for tuition payable to us, additional allowances or write-offs may be required. For the first quarter of 2026, our bad debt expense was 3.7% of revenue compared to 4.2% for the same period in 2025. A change in our allowance for credit losses of 1% of gross tuition receivable as of March 31, 2026 would have changed our income from operations by approximately $1.3 million.

Current wording

Tuition receivable — We record estimates for our allowance for credit losses related to tuition receivable from students primarily based on our historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of recoveries. Our experience is that payment of outstanding balances is influenced by whether the student returns to the institution, as we require students to make payment arrangements for their outstanding balances prior to enrollment. Therefore, we monitor outstanding tuition receivable balances through subsequent terms, increasing the reserve on such balances over time as the likelihood of returning to the institution diminishes and our historical experience indicates collection is less likely. We periodically assess our methodologies for estimating credit losses in consideration of actual experience. If the financial condition of our students were to deteriorate based on current or expected future events resulting in evidence of impairment of their ability to make required payments for tuition payable to us, additional allowances or write-offs may be required. For the second quarter of 2026, our bad debt expense was 3.3% of revenue compared to 4.0% for the same period in 2025. A change in our allowance for credit losses of 1% of gross tuition receivable as of June 30, 2026 would have changed our income from operations by approximately $1.5 million.

Previous wording

Goodwill and intangible assets — Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Indefinite-lived intangible assets, which include trade names, are recorded at fair market value on their acquisition date. At the time of acquisition, goodwill and indefinite-lived intangible assets are allocated to reporting units. Management identifies its reporting units by assessing whether the components of its operating segments constitute businesses for which discrete financial information is available and management regularly reviews the operating results of those components. Goodwill and indefinite-lived intangible assets are assessed at least annually for impairment. No events or circumstances occurred in the three months ended March 31, 2026 to indicate an impairment to goodwill or indefinite-lived intangible assets. Accordingly, no impairment charges related to goodwill or indefinite-lived intangible assets were recorded during the three months ended March 31, 2026.

Current wording

Goodwill and intangible assets — Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Indefinite-lived intangible assets, which include trade names, are recorded at fair market value on their acquisition date. At the time of acquisition, goodwill and indefinite-lived intangible assets are allocated to reporting units. Management identifies its reporting units by assessing whether the components of its operating segments constitute businesses for which discrete financial information is available and management regularly reviews the operating results of those components. Goodwill and indefinite-lived intangible assets are assessed at least annually for impairment. No events or circumstances occurred in the three and six months ended June 30, 2026 to indicate an impairment to goodwill or indefinite-lived intangible assets. Accordingly, no impairment charges related to goodwill or indefinite-lived intangible assets were recorded during the three and six months ended June 30, 2026.

Previous wording

For the first quarter of 2026, student enrollment within ANZ decreased 2.5% to 19,570 compared to 20,082 for the same period in 2025, reflecting continued constraints on international enrollment. These developments reflect a softening of the improving enrollment trends observed at the end of 2025. While lower international enrollment was partially offset by growth in domestic enrollment, this growth did not fully offset the decline. If the regulatory constraints on international students continue permanently and are not offset by growth in domestic enrollment, the goodwill and indefinite-lived intangible assets associated with the ANZ reporting unit could become impaired in the future. As of March 31, 2026, the ANZ reporting unit had $523.5 million of goodwill and $65.8 million of indefinite-lived intangible assets. We believe the fair value of the ANZ reporting unit remains in excess of carrying value and that the fair value of the indefinite-lived intangible assets remains in excess of carrying value as of March 31, 2026. Management will continue to assess goodwill and indefinite-lived intangible assets for impairment in future quarters.

Current wording

In the first quarter of 2026, student enrollment within ANZ decreased 2.5% to 19,570 compared to 20,082 for the same period in 2025, and in the second quarter of 2026, student enrollment within ANZ decreased 5.2% to 17,555 compared to 18,524 for the same period in 2025, reflecting continued constraints on international enrollment. These developments reflect a softening of the improving enrollment trends observed at the end of 2025 and are primarily due to the Australian government applying a more stringent visa approval process for international students, resulting in a higher rate of visa refusals for applicants from certain countries. While lower international enrollment was partially offset by growth in domestic enrollment, this growth did not fully offset the decline. If the regulatory constraints on international students continue and are not offset by growth in domestic enrollment, the goodwill and indefinite-lived intangible assets associated with the ANZ reporting unit could become impaired in the future. As of June 30, 2026, the ANZ reporting unit had $526.5 million of goodwill and $66.2 million of indefinite-lived intangible assets. Based on qualitative evaluations performed each reporting period since our last quantitative assessment, we believe the fair value of the ANZ reporting unit remains in excess of carrying value and that the fair value of the indefinite-lived intangible assets remains in excess of carrying value as of June 30, 2026. Management will continue to assess goodwill and indefinite-lived intangible assets for impairment in future quarters.

Previous wording

Revenues. Consolidated revenue increased 0.8% to $305.9 million in the first quarter of 2026 compared to $303.6 million in the first quarter of 2025, primarily due to higher revenue in our ETS and ANZ segments, partially offset by lower revenue in our USHE segment. In the USHE segment for the three months ended March 31, 2026, total enrollment decreased 0.8% to 87,165 from 87,854 for the same period in 2025. USHE segment revenue decreased 3.8% to $212.6 million in the first quarter of 2026 compared to $221.0 million in the first quarter of 2025, primarily due to a decrease in enrollment and lower revenue per student. In the ANZ segment for the three months ended March 31, 2026, total enrollment decreased 2.5% to 19,570 from 20,082 for the same period in 2025. ANZ segment revenue increased 7.4% to $51.8 million in the first quarter of 2026 compared to $48.3 million in the first quarter of 2025, primarily due to favorable foreign currency exchange impacts, partially offset by a decrease in enrollment. ETS segment revenue increased 21.0% to $41.5 million in the first quarter of 2026 compared to $34.3 million in the first quarter of 2025, primarily due to growth in Sophia Learning subscriptions, an increase in Workforce Edge revenue from employer partnerships, and higher employer affiliated enrollment.

Current wording

86,339 for the same period in 2025. USHE segment revenue increased 2.3% to $220.5 million in the second quarter of 2026 compared to $215.6 million in the second quarter of 2025, primarily due to higher revenue per student, partially offset by lower enrollment. In the ANZ segment for the three months ended June 30, 2026, total enrollment decreased 5.2% to 17,555 from 18,524 for the same period in 2025. ANZ segment revenue increased 7.6% to $74.4 million in the second quarter of 2026 compared to $69.1 million in the second quarter of 2025, primarily due to favorable foreign currency impacts and higher revenue per student, partially offset by lower enrollment. ETS segment revenue increased 15.4% to $42.4 million in the second quarter of 2026 compared to $36.7 million in the second quarter of 2025, primarily due to growth in Sophia Learning subscriptions, an increase in Workforce Edge revenue from employer partnerships, and higher employer affiliated enrollment.

Previous wording

Instructional and support costs. Consolidated instructional and support costs decreased to $154.8 million in the first quarter of 2026 compared to $158.3 million in the first quarter of 2025, principally due to lower bad debt expense, facility expenses, personnel-related costs, and stock-based compensation expense, partially offset by higher technology-related costs and unfavorable foreign currency exchange impacts. Consolidated instructional and support costs as a percentage of revenues decreased to 50.6% in the first quarter of 2026 from 52.1% in the first quarter of 2025.

Current wording

Instructional and support costs. Consolidated instructional and support costs increased to $177.9 million in the second quarter of 2026 compared to $166.2 million in the second quarter of 2025, primarily due to the ANZ back-pay reserve, higher technology-related and student materials costs, and unfavorable foreign currency impacts, partially offset by lower personnel-related costs, bad debt expense, facility expenses, and stock-based compensation expense. Consolidated instructional and support costs as a percentage of revenues increased to 52.7% in the second quarter of 2026 from 51.7% in the second quarter of 2025.

Previous wording

General and administration expenses. Consolidated general and administration expenses increased to $108.0 million in the first quarter of 2026 compared to $103.6 million in the first quarter of 2025, principally due to increased investments in branding initiatives, higher stock-based compensation expense, higher professional services costs, and unfavorable foreign currency exchange impacts, partially offset by lower personnel-related costs. Consolidated general and administration expenses as a percentage of revenues increased to 35.3% in the first quarter of 2026 from 34.1% in the first quarter of 2025.

Current wording

General and administration expenses. Consolidated general and administration expenses decreased to $106.4 million in the second quarter of 2026 compared to $106.8 million in the second quarter of 2025, primarily due to lower international agent commissions, personnel-related costs, and facility expenses, partially offset by unfavorable foreign currency impacts and increased investments in branding initiatives. Consolidated general and administration expenses as a percentage of revenues decreased to 31.6% in the second quarter of 2026 from 33.2% in the second quarter of 2025.

Previous wording

Restructuring costs. Restructuring costs increased to $2.1 million in the first quarter of 2026 compared to $1.9 million in the first quarter of 2025, primarily due to a $0.2 million increase in asset impairment charges associated with the consolidation of underutilized facilities.

Current wording

Restructuring costs. Restructuring costs decreased to $2.5 million in the second quarter of 2026 compared to $2.8 million in the second quarter of 2025, primarily due to a $1.0 million decrease in asset impairment charges associated with the consolidation of underutilized facilities, partially offset by a $0.7 million increase in severance and other personnel-related expenses from employee terminations.

Previous wording

Other income. Other income decreased to $1.2 million in the first quarter of 2026 compared to $2.2 million in the first quarter of 2025, primarily due to a $0.9 million decrease in interest income and a $0.1 million decrease in investment income related to our limited partnership investments. We incurred $0.3 million of interest expense in the three months ended March 31, 2026 compared to $0.3 million in the three months ended March 31, 2025.

Current wording

Other income (expense). Other income (expense) increased to $1.4 million of income in the second quarter of 2026 compared to $0.3 million of expense in the second quarter of 2025, primarily due to a $2.6 million increase in investment income related to our limited partnership investments, partially offset by a $0.9 million decrease in interest income. We incurred $0.3 million of interest expense in the three months ended June 30, 2026 compared to $0.3 million in the three months ended June 30, 2025.

Previous wording

Provision for income taxes. Income tax expense was $9.5 million in the first quarter of 2026 compared to $12.3 million in the first quarter of 2025. Income tax expense for the three months ended March 31, 2026 and 2025 include windfall tax impacts of approximately $2.6 million and $0.5 million, respectively, related to share-based payment arrangements. Our effective tax rate for the first quarter of 2026 was 22.4% compared to 29.2% in the first quarter of 2025.

Current wording

Provision for income taxes. Income tax expense was $14.7 million in the second quarter of 2026 compared to $13.1 million in the second quarter of 2025. Our effective tax rate for the second quarter of 2026 was 28.3% compared to 28.9% in the second quarter of 2025.

Previous wording

Net income. Net income increased to $32.8 million in the first quarter of 2026 compared to $29.7 million in the first quarter of 2025 due to the factors discussed above.

Current wording

Net income. Net income increased to $37.2 million in the second quarter of 2026 compared to $32.3 million in the second quarter of 2025 due to the factors discussed above.

Previous wording

To illustrate currency impacts to operating results, Revenue, Adjusted Total Costs and Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, and Adjusted Diluted Earnings per Share for the three months ended March 31, 2026 are also presented on a constant currency basis.

Current wording

To illustrate currency impacts to operating results, Revenue, Adjusted Total Costs and Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, and Adjusted Diluted Earnings per Share for the three and six months ended June 30, 2026 are also presented on a constant currency basis.

Previous wording

(3)Reflects tax impacts of the adjustments described above and discrete tax adjustments related to stock-based compensation and other adjustments, utilizing an adjusted effective tax rate of 29.0% for the three months ended March 31, 2026 and 29.0% for the three months ended March 31, 2025.

Current wording

(3)Reflects tax impacts of the adjustments described above and discrete tax adjustments related to stock-based compensation and other adjustments, utilizing an adjusted effective tax rate of 29.0% for the three and six months ended June 30, 2026 and 29.0% for the three and six months ended June 30, 2025.

Previous wording

The table below reconciles our reported results of operations to adjusted results of operations on a constant currency basis:

Current wording

The tables below reconcile our reported results of operations to adjusted results of operations on a constant currency basis:

Previous wording

(2)Reflects an adjustment to translate foreign currency results after the non-GAAP adjustments for the three months ended March 31, 2026 at a constant exchange rate of 0.63 Australian Dollars to U.S. Dollars, which was the average exchange rate for the same period in 2025.

Current wording

(2)Reflects an adjustment to translate foreign currency results after the non-GAAP adjustments for the three and six months ended June 30, 2026 at a constant exchange rate of 0.64 and 0.63 Australian Dollars to U.S. Dollars, which were the average exchange rates for the same periods in 2025.

Previous wording

At March 31, 2026, we had cash, cash equivalents, and marketable securities of $162.6 million compared to $153.1 million at December 31, 2025 and $197.6 million at March 31, 2025. We maintain our cash and cash equivalents primarily in money market funds and demand deposit bank accounts at high credit quality financial institutions, which are included in cash and cash equivalents at March 31, 2026 and 2025. We also hold marketable securities, which primarily include corporate debt securities, U.S. treasury securities with maturities greater than three months, and term deposits. During the three months ended March 31, 2026 and 2025, we earned interest income of $1.6 million and $2.5 million, respectively.

Current wording

At June 30, 2026, we had cash, cash equivalents, and marketable securities of $133.8 million compared to $153.1 million at December 31, 2025 and $179.9 million at June 30, 2025. We maintain our cash and cash equivalents primarily in money market funds and demand deposit bank accounts at high credit quality financial institutions, which are included in cash and cash equivalents at June 30, 2026 and 2025. We also hold marketable securities, which primarily include corporate debt securities, U.S. treasury securities with maturities greater than three months, and term deposits. During the six months ended June 30, 2026 and 2025, we earned interest income of $2.9 million and $4.6 million, respectively.

Previous wording

We are party to a credit facility (the “Amended Credit Facility”), which provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $250 million. The Amended Credit Facility provides us with an option, subject to obtaining additional loan commitments and satisfaction of certain conditions, to increase the commitments under the Revolving Credit Facility or establish one or more incremental term loans (each, an “Incremental Facility”) in an amount up to the sum of (x) the greater of (A) $300 million and (B) 100% of the Company’s consolidated EBITDA (earnings before interest, taxes, depreciation, amortization, and noncash charges, such as stock-based compensation) calculated on a trailing four-quarter basis and on a pro forma basis, and (y) if such Incremental Facility is incurred in connection with a permitted acquisition or other permitted investment, any amounts so long as the Company’s leverage ratio (calculated on a trailing four-quarter basis) on a pro forma basis will be no greater than 1.75:1.00. In addition, the Amended Credit Facility provides for a subfacility for borrowings in certain foreign currencies in an amount equal to the U.S. dollar equivalent of $150 million. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to Term SOFR or a base rate, plus a margin ranging from 1.50% to 2.00%, depending on our leverage ratio. An unused commitment fee ranging from 0.20% to 0.30% per annum, depending on our leverage ratio, accrues on unused amounts. We were in compliance with all applicable covenants related to the Amended Credit Facility as of March 31, 2026. We had no borrowings outstanding under the Revolving Credit Facility as of March 31, 2026 and March 31, 2025. During the three months ended March 31, 2026 and 2025, we paid $0.1 million and $0.1 million, respectively, of interest and unused commitment fees related to our Revolving Credit Facility.

Current wording

Facility”) in an amount up to the sum of (x) the greater of (A) $300 million and (B) 100% of the Company’s consolidated EBITDA (earnings before interest, taxes, depreciation, amortization, and noncash charges, such as stock-based compensation) calculated on a trailing four-quarter basis and on a pro forma basis, and (y) if such Incremental Facility is incurred in connection with a permitted acquisition or other permitted investment, any amounts so long as the Company’s leverage ratio (calculated on a trailing four-quarter basis) on a pro forma basis will be no greater than 1.75:1.00. In addition, the Amended Credit Facility provides for a subfacility for borrowings in certain foreign currencies in an amount equal to the U.S. dollar equivalent of $150 million. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to Term SOFR or a base rate, plus a margin ranging from 1.50% to 2.00%, depending on our leverage ratio. An unused commitment fee ranging from 0.20% to 0.30% per annum, depending on our leverage ratio, accrues on unused amounts. We were in compliance with all applicable covenants related to the Amended Credit Facility as of June 30, 2026. We had no borrowings outstanding under the Revolving Credit Facility as of June 30, 2026 and June 30, 2025. During the six months ended June 30, 2026 and 2025, we paid $0.3 million and $0.3 million, respectively, of interest and unused commitment fees related to our Revolving Credit Facility.

Previous wording

Our net cash provided by operating activities for the three months ended March 31, 2026 increased to $87.4 million, compared to $67.7 million for the same period in 2025. The increase in net cash from operating activities was primarily driven by higher earnings and favorable changes in working capital.

Current wording

Our net cash provided by operating activities for the six months ended June 30, 2026 increased to $116.6 million, compared to $98.9 million for the same period in 2025. The increase in net cash from operating activities was primarily due to higher earnings and favorable changes in working capital.

Previous wording

Our net cash used in investing activities for the three months ended March 31, 2026 increased to $10.2 million, compared to $1.7 million for the same period in 2025. The increase in net cash used in investing activities was primarily driven by a $34.3 million decrease in cash proceeds from marketable securities and other investments, partially offset by a $25.6 million decrease in purchases of marketable securities and a $0.3 million decrease in capital expenditures. Capital expenditures decreased to $10.1 million for the three months ended March 31, 2026, compared to $10.3 million for the same period in 2025, primarily due to the timing of capital projects.

Current wording

Our net cash used in investing activities for the six months ended June 30, 2026 increased to $21.9 million, compared to $4.6 million for the same period in 2025. The increase in net cash used in investing activities was primarily due to a $34.2 million decrease in cash proceeds from marketable securities and other investments and a $3.0 million increase in capital expenditures, partially offset by a $20.0 million decrease in purchases of marketable securities. Capital expenditures increased to $24.2 million for the six months ended June 30, 2026, compared to $21.2 million for the same period in 2025, primarily due to increased technology investments.

Previous wording

Our net cash used in financing activities for the three months ended March 31, 2026 increased to $66.1 million, compared to $56.1 million for the same period in 2025. The increase in net cash used in financing activities was primarily driven by an $8.0 million increase in share repurchases and a $3.2 million increase in net payments for employee stock awards, partially offset by a $1.2 million decrease in cash dividend payments.

Current wording

Our net cash used in financing activities for the six months ended June 30, 2026 increased to $112.2 million, compared to $98.4 million for the same period in 2025. The increase in net cash used in financing activities was primarily due to a $12.7 million increase in share repurchases and a $3.3 million increase in net payments for employee stock awards, partially offset by a $2.3 million decrease in cash dividend payments.

Previous wording

The Board of Directors declared a regular, quarterly cash dividend of $0.60 per share of common stock in the first quarter of 2026. During the three months ended March 31, 2026, we paid a total of $13.6 million in cash dividends on our common stock, compared to $14.8 million for the same period in 2025. During the three months ended March 31, 2026, we paid $40.0 million to repurchase shares of common stock in the open market under our repurchase program, compared to $32.0 million for the same period in 2025. As of March 31, 2026, we had $173.5 million remaining in share repurchase authorization to use through December 31, 2026.

Current wording

The Board of Directors declared a regular, quarterly cash dividend of $0.60 per share of common stock in the first two quarters of 2026. During the six months ended June 30, 2026, we paid a total of $26.9 million in cash dividends on our common stock, compared to $29.2 million for the same period in 2025. During the six months ended June 30, 2026, we paid $72.7 million to repurchase shares of common stock in the open market under our repurchase program, compared to $60.0 million for the same period in 2025. As of June 30, 2026, we had $140.7 million remaining in share repurchase authorization to use through December 31, 2026.

Previous wording

For the first quarter of 2026 and 2025, bad debt expense as a percentage of revenue was 3.7% and 4.2%, respectively.

Current wording

For the second quarter of 2026 and 2025, bad debt expense as a percentage of revenue was 3.3% and 4.0%, respectively.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Edge revenue from employer partnerships, and higher employer affiliated enrollment.

Current report — wording carried from elsewhere

Provision for income taxes. Income tax expense was $24.2 million and $25.4 million in the six months ended June 30, 2026 and 2025, respectively. Income tax expense for the six months ended June 30, 2026 and 2025 include windfall tax benefits of approximately $2.6 million and $0.4 million, respectively, related to share-based payment arrangements.

Current report — wording carried from elsewhere

Net income. Net income increased to $70.0 million in the six months ended June 30, 2026 compared to $62.1 million in the same period in 2025 due to the factors discussed above.

Current report — wording carried from elsewhere

We are party to a credit facility (the “Amended Credit Facility”), which provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $250 million. The Amended Credit Facility provides us with an option, subject to obtaining additional loan commitments and satisfaction of certain conditions, to increase the commitments under the Revolving Credit Facility or establish one or more incremental term loans (each, an “Incremental