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PERDOCEO EDUCATION Corp

For the period ended Mar 31, 2026. Filed May 7, 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.

Mar 31, 2026 · Filed May 7, 2026

PRDO$26.88+1.2%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 2025-09-30; filed 2025-11-04.

0001193125-25-264625

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001193125-26-211837

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 124 previous paragraphs and 106 current paragraphs.

50 unchanged; 31 reworded; 24 added; 43 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 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 (24)

Current report

Recently, in 2025, as part of a broad reconciliation bill, Congress adopted changes to the Title IV program that modified student loan repayment plans, reduced federal student loan availability for graduate programs, adopted a new universal program level earnings premium requirement for Title IV eligibility and modified the borrower defense to repayment framework, among other changes. Additionally, the current Administration has conducted numerous negotiated rulemaking sessions to adopt regulations associated with these changes and also proposes to make changes to the requirements for accreditors and accreditation. We expect to see continuous fluctuations in the types and focus of regulatory requirements imposed on our institutions and programs from state and federal regulators and our institutional and programmatic accreditors.

Current report

During the quarter ended March 31, 2026 ("current quarter"), our academic institutions remained focused on enhancing student experiences and academic outcomes while aligning their academic programs with the current demands of the workforce. We continued to make purposeful investments in marketing and admissions to efficiently serve prospective student interest in our academic institutions.

Current report

Strategic investments in technology continue to improve student experiences across our academic institutions, while enhancing operating effectiveness within our functional areas. Ongoing artificial intelligence efforts focus on our students and classroom learning, as well as enhancing various operating and functional processes. Faculty, where feasible, are utilizing AI in their classrooms with the goal of enabling students to leverage AI both personally and professionally. We are also selectively leveraging generative artificial intelligence to identify and engage with prospective students who, we believe, are more likely to succeed at one of our academic institutions.

Current report

Through our corporate student programs, we provide accredited degree opportunities to employees of our partner organizations, supporting their career advancement while helping corporate partners strengthen employee development and retention. We continue to make strategic investments in technology and talent to expand these programs and enhance academic outcomes across our institutions.

Current report

We expect full year adjusted operating income to be higher for 2026 as compared to 2025, supported by revenue growth across all our academic institutions, combined with lower operating expenses due to our disciplined investment philosophy.

Current report

Revenue for the current quarter increased by 4.1% or $8.7 million as compared to the prior year quarter, driven by increased revenue at all three of our academic institutions. CTU’s revenue increased 4.0% or $4.7 million, and USAHS' revenue increased 9.8% or $3.8 million, for the current quarter as compared to the prior year quarter, driven by the increase in total student enrollments at both academic institutions.

Current report

Revenue for the first quarter of 2026 ("current quarter") increased by 4.1% or $8.7 million as compared to the prior year quarter. The increase was supported by underlying student enrollment growth at our academic institutions.

Current report

The educational services and facilities expense for the current quarter decreased by 3.0% or $1.5 million, compared to the prior year quarter driven by lower academics and student related costs at AIUS, along with reduced occupancy costs as compared to the prior year period.

Current report

The general and administrative expense for the current quarter increased by 1.3% or $1.3 million as compared to the prior year quarter primarily due to higher advertising and marketing and administrative costs, which was only partially offset with reduced bad debt.

Current report

Advertising and marketing expense for the current quarter increased by 1.3% or $0.4 million as compared to the prior year quarter. Increased advertising and marketing spending at CTU and AIUS was partially offset by reduced spending at USAHS as compared to the prior year quarter.

Current report

Admissions expense for the current quarter remained relatively flat as compared to the prior year quarter. Higher admissions expenses at CTU were fully offset by lower spending at USAHS as compared to the prior year quarter, while expenses at AIUS remained largely unchanged.

Current report

The administrative expense for the current quarter increased by 6.3% or $2.7 million as compared to the prior year quarter, driven by increased legal fees.

Current report

Bad debt expense for the current quarter decreased by 24.0% or $1.8 million as compared to the prior year quarter. The decrease in bad debt expense was primarily driven by reductions at both CTU and AIUS.

Current report

Depreciation and amortization expense decreased by 20.8% or $2.5 million as compared to the prior year quarter, primarily driven by decreases within USAHS for leased assets.

Current report

Operating income for the current quarter increased by 22.0% or $11.4 million as compared to the prior year quarter. The improvement was primarily driven by higher revenue at CTU and USAHS as well as decreased depreciation and amortization expense at USAHS and decreased bad debt expense at CTU and AIUS as compared to the prior year quarter.

Current report

AIUS. Current quarter revenue increased slightly by 0.4% or $0.3 million as compared to the prior year quarter. Total student enrollments decreased by 2.2% at March 31, 2026 as compared to March 31, 2025, driven by a decrease in total student enrollments at Trident University.

Current report

Current quarter operating income for AIUS increased by 12.0% or $1.3 million as compared to the prior year quarter, primarily driven by decreased bad debt expense as well as reduced academics and student related costs.

Current report

USAHS. Current quarter revenue increased by 9.8% or $3.8 million as compared to the prior year quarter. The increase was primarily driven by total student enrollment growth of 3.1% at March 31, 2026 as compared to the prior year quarter.

Current report

Current quarter operating income for USAHS increased by $6.6 million as compared to the prior year quarter driven by the increase in revenue discussed above, as well as reduced depreciation and amortization on leased assets as compared to the prior-year quarter.

Current report

The Board of Directors approved the aforementioned stock repurchase programs believing it advantageous to the Company and its stockholders to repurchase shares of the Company’s common stock from time to time at prices below what the Board of Directors believed to be the intrinsic value of the Company’s common stock.

Current report

Restricted cash: The decrease is driven by the release of a letter of credit related to USAHS with the Department.

Current report

Accrued expenses - payroll and related benefits: The decrease is driven by the payment of annual incentive compensation and other benefits during the first quarter.
Removed paragraphs (43)

Previous report

On December 2, 2024, the Company acquired the University of St. Augustine for Health Sciences (the "USAHS acquisition"). Results of operations related to the USAHS acquisition are included in the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q from the date of acquisition.

Previous report

During the third quarter of 2025, the oversight and management of the non-degree professional development and continuing education programs offered by Hippo Education (“Hippo”) were transitioned from the CTU segment to the AIUS segment. All prior periods have been recast to reflect this change for comparability, and the results of operations related to Hippo are now reported within the AIUS segment for all periods presented.

Previous report

The November 2024 federal elections resulted in a new President and Congress. We cannot predict the actions that the new Administration or Congress may take or their effect on the higher education sector. The new Congress or Administration may delay, block, modify, or eliminate certain Title IV and other regulations applicable to higher education institutions. In addition, the new Administration may interpret, apply, and enforce Title IV and other regulations in a manner different from current Department guidance and practice. We expect to continue to need to operate nimbly, making necessary changes to the extent possible to comply with new rules or interpretations as well as new interpretations of existing rules.

Previous report

During the third quarter ended September 30, 2025 ("current quarter"), our academic institutions remained focused on furthering their goal of changing lives through education and preparing learners for essential skills needed in today’s job market. CTU and AIUS provide diverse, career-focused degree programs designed to help students excel in a rapidly changing job market, while USAHS develops professionals to serve communities across the country with quality healthcare services. During the current quarter, we experienced total enrollment growth, supported by continued momentum in student retention and engagement as well as increased interest from prospective students looking to pursue a degree at our academic institutions. During the quarter, we also continued to invest in student technology and student support processes that we believe further enhance student experiences and academic outcomes.

Previous report

For the current quarter, our academic institutions continued to experience increased levels of prospective student interest and we continued to refine our marketing and admissions spending strategies, including integrating artificial intelligence to help identify and engage with prospective students who, we believe, are more likely to succeed at one of our academic institutions. We also continued to improve the technology that supports our admissions, academic and student support functions to ensure that our teams are well-equipped with the necessary tools to counsel and support the growing number of students enrolled at one of our academic institutions.

Previous report

We expect the high levels of student retention and student engagement we experienced over the past few quarters, as well as the prospective student interest experienced, to continue through the remainder of 2025. As a result, full year revenue is expected to be higher for 2025 primarily driven by the USAHS acquisition as well as expected growth in total student enrollments as a result of these trends.

Previous report

Revenue for the current quarter increased by 24.8% or $42.0 million as compared to the prior year quarter, primarily due to $38.0 million of revenue from the USAHS acquisition which was completed in December 2024 and therefore did not have comparable results in the prior year quarter. CTU also contributed to the increase in revenue due to growth in total student enrollments driven by strong student retention and engagement trends along with increased prospective student interest, while AIUS remained relatively flat as compared to the prior year quarter.

Previous report

In July 2025, Congress passed, and President Trump signed into law a reconciliation bill, H.R. 1 (the “Act”) that made broad changes to many areas of federal spending. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—2025 Second Quarter Overview—Recent Legislative Development,” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for a description of higher education related changes adopted.

Previous report

The provisions in the Act must be implemented by the Department. On September 29, 2025, the Department convened the first of two negotiated rulemaking committees scheduled to meet this fall and early next year. This first committee, referred to as Reimagining and Improving Education (RISE), began discussions regarding changes to the federal student loan programs to implement statutory changes to the Title IV programs under the Higher Education Act of 1965, as amended (“HEA”), included in the Act. Based on current information, student Title IV borrowing at each of AIUS and CTU has generally been within the new loan levels and limits contemplated by the Act. At USAHS, many of its graduate students have historically relied on Grad PLUS loans to finance a portion of their education. The Act phases out the Grad PLUS loan program which becomes unavailable for new students enrolling after July 1, 2026 and replaces it with a more targeted funding framework. While graduate and professional students were formerly considered a single category of students with comparable loan limits, the new targeted loan framework treats graduate and professional students separately, providing higher Stafford Loan limits to students who are enrolled in “professional programs” as currently defined in regulation. The Act allows for the Department to clarify the existing definition of “professional programs” and designate additional programs that satisfy that definition for inclusion in the current non-exhaustive regulatory list. These topics are being considered in the RISE negotiated rulemaking. Any final definition or interpretation of “professional programs” adopted by the Department that conflicts with the authority granted in the Act could be subject to legal challenge and judicial review.

Previous report

We are monitoring these discussions and the Department’s interpretations to assess the impact on federal funding availability for new USAHS students after July 1, 2026. Based on historical borrowing patterns, most USAHS graduate students’ borrowing has generally been within the levels and limits established for “professional programs,” if our programs ultimately qualify as such under the Department’s final regulations. In addition, we are actively engaging in conversations with private lending institutions to evaluate and analyze how they can further expand loan programs currently offered to students regardless of whether the new federal loan limits will cover the full cost of attendance for certain students. Although USAHS’s programs are in the types of in-demand licensed health care fields that have been the subject of the ongoing discussions for “professional programs” in the RISE rulemaking, there is uncertainty regarding the Department’s final determination concerning which programs will be eligible for the higher federal loan funding and whether students at USAHS will need to rely on private lending sources to fund their education. In all cases we will continue to support responsible student borrowing of federal financial aid prior to consideration of alternative sources of private lending for those that may need to borrow to pursue their programs of study.

Previous report

On October 10, 2023, the Biden Administration published final regulations for a new rule defining what qualifies as “gainful employment” (“GE”). See Item 1, “Business - Student Financial Aid and Related Federal Regulation – GE and FVT Negotiated Rulemaking,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a description of this regulation.

Previous report

On December 22, 2023, the American Association of Cosmetology Schools (“AACS”) filed a lawsuit in the U.S. District Court for the Northern District of Texas seeking to set aside the GE rule. The AACS action challenges the rule on constitutional, statutory and administrative-law grounds, alleging that the Department exceeded its authority under the HEA and violated the Administrative Procedure Act. On March 20, 2024, Ogle School Management, LLC and Tricoci University of Beauty Culture, LLC filed a separate lawsuit in the same court, asserting that the Department exceeded its statutory authority and acted arbitrarily and capriciously in developing and applying the GE metrics and disclosure requirements. On October 2, 2025, the district court ruled in favor of the Department and upheld the GE rule. The plaintiffs have 60 days to file notices of appeal, and we expect at least one of the parties to appeal.

Previous report

The Act requires the Department to undertake rulemaking to implement a new, universally applicable earnings-premium standard for program eligibility under Title IV. This new requirement appears to overlap with, and in some respects is inconsistent with, the existing GE rule, which applies primarily to programs at proprietary schools. The Company believes that this new universally applied earnings requirement will be less restrictive than the existing GE rules. This assessment remains subject to the Department’s forthcoming rulemaking and interpretive decisions, and there can be no assurance regarding the ultimate scope, rigor, or interaction of the two frameworks. Any failure to meet the new earnings-premium requirement would only impact Title IV loan eligibility and would not impact Pell Grant eligibility. The Department has scheduled a second negotiating committee, referred to as Accountability in Higher Education and Access through Demand-driven Workforce Pell (AHEAD), to begin negotiations on December 8, 2025 on regulations to implement these requirements and potentially review and reconcile the overlapping and inconsistent provisions of the GE rule.

Previous report

We are continuing to evaluate the new earnings premium requirement and to monitor ongoing discussions regarding any potential changes to the gainful employment regulations. Given the complexity of the rules, lack of access to underlying earnings data used to calculate the metrics, and the absence of formal regulations, we are unable to determine the ultimate impact or potential timing of these requirements on our business at this time. See Item 1, “Business - Student Financial Aid and Related Federal Regulation – GE and FVT Negotiated Rulemaking,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information. Also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—2025 Second Quarter Overview—Recent Legislative Development,” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for a discussion of the new program eligibility requirement. A loss or material reduction in eligible Title IV programs due to either of these requirements would materially impact our student enrollments and profitability.

Previous report

The current quarter and year to date revenue increased by 24.8% or $42.0 million and 25.7% or $129.6 million, respectively, as compared to the prior year periods. The increase was primarily driven by the acquisition of USAHS completed in December 2024 that was not part of the comparative prior year periods, as well as increases in revenue for both the current quarter and year to date at CTU.

Previous report

The educational services and facilities expense for the current quarter and year to date increased by 73.7% or $20.9 million and 72.7% or $62.3 million, respectively, as compared to the prior year periods. The increase was primarily due to a full quarter of expenses related to the USAHS acquisition as compared to no expenses in the prior year periods for USAHS.

Previous report

The general and administrative expense for the current quarter and year to date increased by 8.6% or $8.1 million and 11.1% or $30.0 million, respectively, as compared to the prior year periods. The increase was due to expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods, which more than offset the decrease in expenses for the remaining institutions.

Previous report

Advertising and marketing expense for the current quarter and year to date increased by 10.4% or $2.8 million and 14.0% or $10.4 million, respectively, as compared to the prior year periods. The increase was primarily due to advertising and marketing expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods.

Previous report

Admissions expense for the current quarter and year to date increased by 8.8% or $1.8 million and 9.4% or $5.7 million, respectively, as compared to the prior year periods. The increase was primarily due to admissions expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods. Excluding USAHS expenses, admissions expenses would have increased slightly as compared to the prior year periods, primarily due to efforts supporting the growth in total student enrollments at CTU.

Previous report

The administrative expense for the current quarter and year to date increased by 11.4% or $4.3 million and 12.5% or $14.3 million, respectively, as compared to the prior year periods. The increase was due to administrative expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods, which more than offset the decrease in expenses within Corporate and Other.

Previous report

(1) The prior year operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

Previous report

(2) USAHS includes results of operations starting from the acquisition date on December 2, 2024.

Previous report

Bad debt expense for the current quarter and year to date decreased by 9.4% or $0.8 million and 2.0% or $0.4 million, respectively, as compared to the prior year periods. The improvement for the current quarter and year-to-date periods was primarily driven by decreases at AIUS, which fully offset increased bad debt expenses at CTU and expense for USAHS.

Previous report

Depreciation and amortization expense for the current quarter and year to date increased by $7.0 million and $22.8 million, respectively, as compared to the prior year periods, driven by the USAHS acquisition, which includes amortization for definite-lived intangible assets as well as amortization related to finance leases for ground-based campuses.

Previous report

Operating income for the current quarter and year to date increased by 13.8% or $6.2 million and 12.4% or $17.0 million, respectively, as compared to the prior year periods. This improvement was primarily driven by increased revenue, which more than offset the increases in operating expenses, as compared to the prior year periods.

Previous report

(1) The prior year operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

Previous report

(2) USAHS includes results of operations beginning on the acquisition date of December 2, 2024. Operating income (loss) for the current quarter and year to date includes $7.1 million and $23.2 million, respectively, of depreciation and amortization expense associated with acquired tangible and intangible assets as well as finance leases.

Previous report

(1) Perdoceo completed the acquisition of USAHS on December 2, 2024.

Previous report

AIUS. Current quarter revenue decreased slightly by 1.2% or $0.7 million as compared to the prior year period and remained relatively stable for the current year to date as compared to the prior year period. Total student enrollments decreased 2.9% at September 30, 2025, as compared to the prior year quarter end, driven by the academic calendar at AIUS that resulted in a lower number of enrollment days in the quarter as compared to prior year quarter.

Previous report

Current quarter and year to date operating income for AIUS increased by 8.7% or $0.7 million and 10.6% or $3.1 million, respectively, as compared to the prior year period, driven by lower operating expenses as compared to the prior year periods.

Previous report

USAHS. Revenue for the current quarter and year to date was approximately $38.0 million and $113.9 million, respectively. For the year-to-date period, USAHS reported operating losses of approximately $2.0 million, while reporting breakeven results for the current quarter. For the current quarter and year-to-date period, USAHS reported depreciation and amortization expenses of $7.1 million and $23.2 million, respectively, associated with acquired tangible and intangible assets, along with finance leases.

Previous report

During the year to date ended September 30, 2025, we repurchased 2.3 million shares of our common stock for $66.7 million at an average price of $29.07 per share, of which approximately 1.6 million shares of our common stock for approximately $46.1 million were purchased under the previous stock repurchase program. As of September 30, 2025, approximately $54.3 million was available under our current authorized stock repurchase program to repurchase outstanding shares of our common stock. Shares of stock repurchased under the program are held as treasury shares. These repurchased shares reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations.

Previous report

On October 31, 2025 the Board of Directors declared a quarterly dividend of $0.15 per share, which will be paid on December 12, 2025 for holders of record of common stock as of November 28, 2025. Any decision to pay future cash dividends, however, will be made by the board of directors and depend on the Company’s available retained earnings, financial condition and other relevant factors. The Company expects quarterly dividend payments to be an integral and growing part of its balanced capital allocation strategy that also prioritizes investments in student support and technology projects, while also evaluating future acquisitions and share repurchases.

Previous report

Business Acquisition. The Company received a working capital true up of $0.8 million from the former owners of USAHS in relation to the USAHS acquisition during the year to date ended September 30, 2025.

Previous report

Earnout payments related to business acquisition. During the year to date ended September 30, 2025, the Company made cash earnout payments of $1.8 million related to the Coding Dojo acquisition.

Showing the first 40 of 43 passages. Open the source sections for the rest.

Reworded paragraphs (31)

Previous wording

our continued compliance with and eligibility to participate in Title IV Programs under the Higher Education Act of 1965, as amended, and the regulations thereunder (including the new 90-10, gainful employment, financial responsibility and administrative capability standards prescribed by the U.S. Department of Education (the “Department”)), as well as applicable accreditation standards and state regulatory requirements;

Current wording

our continued compliance with and eligibility to participate in Title IV Programs under the Higher Education Act of 1965, as amended, and the regulations thereunder (including the new 90-10, earnings premium, financial responsibility and administrative capability standards prescribed by the U.S. Department of Education (the “Department”)), as well as applicable accreditation standards and state regulatory requirements;

Previous wording

the impact of any federal budget reconciliation or other legislative process on the availability of current levels of federal student aid or the conditions associated with participating in such aid programs;

Current wording

the impact of any federal budget reconciliations or other legislative activities on the availability of adequate levels of federal student aid or the conditions associated with participating in such aid programs;

Previous wording

Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degrees offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce.

Current wording

Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degree offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce.

Previous wording

As indicated in “Scrutiny of the For-Profit Postsecondary Education Sector” section within Item 1, "Business" in our Annual Report on Form 10-K for the year ended December 31, 2024, the for-profit education industry is scrutinized by various policymakers, agencies and interest groups. Congressional hearings and roundtable discussions were previously held regarding certain aspects of the education industry, including issues surrounding student debt, as well as publicly reported student outcomes that may be used as part of an institution’s recruiting and admissions practices, and reports were issued that are highly critical of for-profit colleges and universities. Many of the most highly criticized institutions have been closed now for several years.

Current wording

As indicated in “Scrutiny of the For-Profit Postsecondary Education Sector” section within Item 1, "Business" in our Annual Report on Form 10-K for the year ended December 31, 2025, the for-profit education industry is scrutinized by various policymakers, regulatory agencies and interest groups. Congressional hearings and roundtable discussions were previously held regarding certain aspects of the education industry, including issues surrounding student debt, as well as publicly reported student outcomes that may be used as part of an institution’s recruiting and admissions practices, and reports were issued that are highly critical of for-profit colleges and universities. Many of the most highly criticized institutions have been closed now for several years.

Previous wording

We encourage you to review Item 1, “Business,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 to learn more about our highly regulated industry and related risks and uncertainties, in addition to the MD&A in our 2025 Quarterly Reports on Form 10-Q.

Current wording

We encourage you to review Item 1, “Business,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 to learn more about our highly regulated industry and related risks and uncertainties.

Previous wording

We believe it is useful to present non-GAAP financial measures which exclude certain non-cash items as a means to better understand the performance of our core business. As a general matter, we use non-GAAP financial measures in conjunction with results presented in accordance with GAAP to help analyze the operating performance of our core business, assist with preparing the annual operating plan, and measure performance for some forms of compensation. In addition, we believe that non-GAAP financial information is used by analysts and others in the investment community to analyze our historical results and to provide estimates of future performance.

Current wording

We believe it is useful to present non-GAAP financial measures which exclude certain significant and non-cash items as a means to understand the performance of our core business. As a general matter, we use non-GAAP financial measures in conjunction with results presented in accordance with GAAP to help analyze the performance of our core business, assist with preparing the annual operating plan, and measure performance for some forms of compensation. In addition, we believe that non-GAAP financial information is used by analysts and others in the investment community to analyze our historical results and to provide estimates of future performance.

Previous wording

We believe certain non-GAAP measures allow us to compare our current operating results with respective historical periods and with the operational performance of other companies in our industry because it does not give effect to potential differences caused by items we do not consider reflective of underlying operating performance. We believe the items we are adjusting for are operating expenses which are not reflective of our underlying business. In evaluating the use of non-GAAP measures, investors should be aware that in the future we may incur expenses similar to the adjustments presented below. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by expenses that are unusual, non-routine or non-recurring. A non-GAAP measure has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for net income, operating income, earnings per diluted share, or any other performance measure derived in accordance with and reported under GAAP or as an alternative to cash flow from operating activities or as a measure of our liquidity.

Current wording

Adjusted operating income and adjusted earnings per diluted share have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for net income, operating income, earnings per diluted share, or any other performance measure derived in accordance with and reported under GAAP or as an alternative to cash flow from operating activities or as a measure of our liquidity.

Previous wording

Total student enrollments increased 15.1% at September 30, 2025 as compared to September 30, 2024, primarily driven by the St. Augustine acquisition and enrollment growth at CTU. CTU's total student enrollments increased 6.7% as compared to the prior year quarter end, supported by high levels of student retention and engagement, growth within the corporate student program and higher levels of prospective student interest. Total student enrollments decreased 2.9% at AIUS for the current quarter end as compared to the prior year quarter end, driven, in part by the academic calendar at AIUS that resulted in a lower number of enrollment days in the current quarter as compared to the prior year quarter. Lastly, for USAHS, the fall term which began in September of 2025 had total student enrollments of 4,420 as of the current quarter end.

Current wording

Total student enrollments increased 1.9% at CTU as compared to the prior year quarter end, supported by strong levels of student retention and engagement, growth within the corporate student program and consistent levels of prospective student interest. Total student enrollments increased 3.1% at USAHS for the current quarter end as compared to the prior year quarter end, driven by growth in the nursing and speech language pathology programs and the introduction of new modalities for the occupational therapy program, as well as underlying student retention and engagement trends. Lastly, for AIUS, total student enrollments decreased 2.2% for the current quarter end as compared to the prior year quarter end, driven by a decrease in total student enrollments at Trident University.

Previous wording

Operating income for the current quarter increased to $51.0 million as compared to operating income of $44.8 million in the prior year quarter, driven by increased operating income within CTU and AIUS as well as reduced operating losses within Corporate and Other. The increase in operating income for the current quarter was a result of revenue growth at CTU and continued management of operating expenses.

Current wording

Operating income for the current quarter increased by 22.0% to $63.1 million as compared to operating income of $51.7 million in the prior year quarter, driven by increased operating income within all three of our academic institutions. The increase in operating income for the current quarter was a result of revenue growth and continued disciplined management of operating expenses.

Previous wording

The Company believes it is useful to present non-GAAP financial measures, such as adjusted operating income, which exclude certain non-cash items, as a means to better understand the core performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $61.0 million for the current quarter as compared to $47.8 million for the prior year quarter.

Current wording

The Company believes it is useful to present non-GAAP financial measures, such as adjusted operating income, which exclude certain non-cash items, as a means to better understand the core performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $72.5 million for the current quarter as compared to $63.5 million for the prior year quarter.

Previous wording

Adjusted operating income and adjusted earnings per diluted share for the quarters and years to date ended September 30, 2025 and 2024 is presented below (dollars in thousands, unless otherwise noted):

Current wording

Adjusted operating income and adjusted earnings per diluted share for the quarters ended March 31, 2026 and 2025 is presented below (dollars in thousands, unless otherwise noted):

Previous wording

The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the quarters and years to date ended September 30, 2025 and 2024 (dollars in thousands):

Current wording

The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the quarters ended March 31, 2026 and 2025 (dollars in thousands):

Previous wording

Bad debt expense incurred by each of our segments during the quarters and years to date ended September 30, 2025 and 2024 was as follows (dollars in thousands):

Current wording

Bad debt expense incurred by each of our segments during the quarters ended March 31, 2026 and 2025 was as follows (dollars in thousands):

Previous wording

For the quarter and year to date ended September 30, 2025, we recorded a provision for income taxes of $16.2 million reflecting an effective tax rate of 28.9% and $44.2 million reflecting an effective tax rate of 26.2%, respectively, as compared to a provision for income taxes of $14.1 million reflecting an effective tax rate of 26.9% and $42.1 million reflecting an effective tax rate of 26.6% for the respective prior year periods. The effective tax rate for the current quarter and year to date was impacted by the tax effect of stock-based compensation, which decreased the effective tax rate for the quarter and year to date by 0.2% and 2.0%, respectively. For the full year 2025, we expect our effective tax rate to be between 26.0% and 26.5%.

Current wording

For the quarter ended March 31, 2026, we recorded a provision for income taxes of $14.2 million or 20.8% as compared to a provision for income taxes of $12.8 million or 22.7% for the prior year quarter. The effective tax rate for the current quarter was benefitted by the tax effect of stock-based compensation and the release of previously recorded tax reserves, which reduced the effective tax rate by 5.6% and 1.2%, respectively. The effective tax rate for the prior year quarter was impacted by the tax effect of stock-based compensation and the release of previously recorded tax reserves, which reduced the effective tax rate by 5.5% and 1.3%, respectively.

Previous wording

CTU. Current quarter and year to date revenue increased by 4.3% or $4.8 million and 4.7% or $15.5 million, respectively, as compared to the prior year periods. The increase was driven by total student enrollment growth of 6.7% at September 30, 2025 as compared to the prior year quarter end. CTU's total student enrollment growth was supported by high levels of student retention and engagement, growth in the corporate student program and higher levels of prospective student interest.

Current wording

CTU. Current quarter revenue increased by 4.0% or $4.7 million as compared to the prior year quarter. The increase was primarily driven by total student enrollment growth of 1.9% at March 31, 2026 as compared to the prior year quarter. CTU's total student enrollment growth was supported by strong levels of student retention and engagement, growth in the corporate student program and consistent levels of prospective student interest.

Previous wording

Current quarter and year to date operating income for CTU increased by 6.7% or $3.0 million and 7.4% or $9.8 million, respectively, as compared to the prior year periods driven by the increase in revenue discussed above, which more than offset increased operating expenses.

Current wording

Current quarter operating income for CTU increased by 8.1% or $3.8 million as compared to the prior year quarter driven by the increase in revenue discussed above as well as decreased bad debt expense, which partially offset increases within other operating expenses.

Previous wording

Corporate and Other. This category includes unallocated costs that are incurred on behalf of the entire company. Total Corporate and Other operating loss for the current quarter and year to date improved by 27.7% or $2.3 million and 26.2% or $6.1 million, respectively, as compared to the prior year periods, primarily due to lower acquisition-related expenses in both the current quarter and year to date as compared to the prior year periods.

Current wording

Corporate and Other. This category includes unallocated costs that are incurred on behalf of the entire company. Total Corporate and Other operating loss for the current quarter increased by 6.2% or $0.4 million as compared to the prior year quarter primarily driven by increased administrative costs for the current quarter.

Previous wording

A detailed discussion of the accounting policies and estimates that we believe are most critical to our financial condition and results of operations that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties is included under the caption “Summary of Critical Accounting Policies and Estimates” included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. Note 2 “Summary of Significant Accounting Policies” of the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 also includes a discussion of these and other significant accounting policies.

Current wording

A detailed discussion of the accounting policies and estimates that we believe are most critical to our financial condition and results of operations that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties is included under the caption “Summary of Critical Accounting Policies and Estimates” included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. Note 2 “Summary of Significant Accounting Policies” of our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 also includes a discussion of these and other significant accounting policies.

Previous wording

As of September 30, 2025, cash, cash equivalents, restricted cash and available-for-sale short-term investments(“cash balances”) totaled $668.6 million. Restricted cash as of September 30, 2025 was $21.3 million and primarily related to a letter of credit USAHS is required to maintain with the Department of Education. Our cash flows from operating activities have historically been adequate to fulfill our liquidity requirements. We have historically financed our operating activities, organic growth and acquisitions primarily through cash generated from operations and existing cash balances. We expect to continue to generate cash during the remainder of 2025. We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, lease commitments, share repurchases and quarterly dividend payments through at least the next 12 months primarily with cash generated from operations and existing cash balances.

Current wording

As of March 31, 2026, cash, cash equivalents, restricted cash and available-for-sale short-term investments(“cash balances”) totaled $680.0 million. Restricted cash as of March 31, 2026 was $0.8 million and primarily related to escrow balances for Hippo Education and required letters of credit for USAHS. Our cash flows from operating activities have historically been adequate to fulfill our liquidity requirements. We have historically financed our operating activities, organic growth and acquisitions primarily through cash generated from operations and existing cash balances. We expect to continue to generate cash during the remainder of 2026. We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, lease commitments, share repurchases and quarterly dividends payments through at least the next 12 months primarily with cash generated by operations and existing cash balances.

Previous wording

We maintain a balanced capital allocation strategy that focuses on maintaining a strong balance sheet and adequate liquidity, while (i) investing in organic projects at our universities, in particular technology-related initiatives which are designed to benefit our students, as well as real estate updates, and (ii) evaluating diverse strategies to enhance stockholder value, including acquisitions, quarterly dividend payments and share repurchases. Ultimately, our goal is to deploy resources in a way that drives long term stockholder value while supporting and enhancing the academic value of our institutions.

Current wording

We maintain a balanced capital allocation strategy that focuses on maintaining a strong balance sheet and adequate liquidity, while (i) investing in organic projects at our universities, in particular technology-related initiatives which are designed to benefit our students, as well as real estate updates, and (ii) evaluating diverse strategies to enhance stockholder value, including acquisitions, quarterly dividend payments and share repurchases. Ultimately, our goal is to deploy resources in a way that drives long term stockholder value while supporting and strengthening the academic value of our institutions.

Previous wording

On July 31, 2025, the Board of Directors of the Company approved a new stock repurchase program for up to $75.0 million which commenced on July 31, 2025 and expires January 31, 2027. The new stock repurchase program replaced the previous stock repurchase program approved on February 20, 2024. The timing of purchases and the number of shares repurchased under the program is determined by the Company’s management and will depend on a variety of factors including stock price, trading volume and other general market and economic conditions, its assessment of alternative uses of capital, regulatory requirements and other factors.

Current wording

On January 2, 2026, the Board of Directors of the Company approved a common stock repurchase program, authorizing the Company to repurchase up to $100.0 million of its outstanding common stock on the open market and expires on June 30, 2027. The stock repurchase program may be modified, suspended or discontinued at any time in the Company's discretion without prior notice, and does not commit the Company to repurchase shares of its common stock. The timing of purchases and the number of shares repurchased under the program is determined by the Company’s management and will depend on a variety of factors including stock price, trading volume and other general market and economic conditions, its assessment of alternative uses of capital, regulatory requirements and other factors.

Previous wording

During the years to date ended September 30, 2025 and 2024, net cash flows provided from operating activities totaled $185.1 million and $144.0 million, respectively. The increase in net cash flows from operating activities for the current year to date was primarily driven by increased operating income.

Current wording

During the quarters ended March 31, 2026 and 2025, net cash flows provided by operating activities totaled $69.4 million and $65.1 million, respectively. The increase in net cash flows from operating activities for the current quarter was driven by increased operating income.

Previous wording

During the year to date ended September 30, 2025, net cash flows used in investing activities totaled $29.8 million compared to net cash flows provided by investing activities of $7.3 million for the prior year to date.

Current wording

During the quarter ended March 31, 2026, net cash flows used in investing activities totaled $7.1 million compared to net cash flows provided by investing activities of $1.2 million for the prior year quarter.

Previous wording

Purchases and Sales of Available-for-Sale Investments. Purchases and sales of available-for-sale investments resulted in a net cash outflow of $24.3 million for the current year to date as compared to a net cash inflow of $10.3 million for the prior year to date.

Current wording

Purchases and Sales of Available-for-Sale Investments. Purchases and sales of available-for-sale investments resulted in a net cash outflow of $5.3 million for the current quarter as compared to a net cash inflow of $2.9 million for the prior year quarter.

Previous wording

Capital Expenditures. Capital expenditures increased to $6.3 million for the year to date ended September 30, 2025 as compared to $3.0 million for the year to date ended September 30, 2024. For the full year 2025, we expect capital expenditures to be approximately 1.5% of revenue.

Current wording

Capital Expenditures. Capital expenditures were $1.7 million for each of the quarters ended March 31, 2026 and 2025. For the full year 2026, capital expenditures are expected to be approximately 1.5% of revenue.

Previous wording

During the years to date ended September 30, 2025 and 2024, net cash flows used in financing activities totaled $106.3 million and $31.5 million, respectively. Payments to repurchase shares of our common stock were $66.7 million for the year to date ended September 30, 2025 and $6.8 million for the year to date ended September 30, 2024.

Current wording

During the quarters ended March 31, 2026 and 2025, net cash flows used in financing activities totaled $29.5 million and $44.4 million, respectively. Payments to repurchase shares of our common stock were $8.1 million for the quarter ended March 31, 2026 and $25.2 million for the quarter ended March 31, 2025.

Previous wording

Payments of employee tax associated with stock compensation. Payments of employee tax associated with stock compensation were $7.5 million and $3.4 million for the years to date ended September 30, 2025 and 2024, respectively.

Current wording

Payments of employee tax associated with stock compensation. Payments of employee tax associated with stock compensation were $10.3 million and $7.5 million for the quarters ended March 31, 2026 and 2025, respectively.

Previous wording

Payments of cash dividends and dividend equivalents. During the years to date ended September 30, 2025 and 2024, the Company made dividend and dividend equivalent payments of $27.4 million and $23.2 million, respectively.

Current wording

Payments of cash dividends and dividend equivalents. During the quarters ended March 31, 2026 and 2025, the Company made dividend and dividend equivalent payments of $10.3 million and $9.2 million, respectively.

Previous wording

Principal payments for finance leases and failed sale leaseback. During the year to date ended September 30, 2025, the Company made payments of $4.2 million for finance leases and a failed sale leaseback, both related to USAHS.

Current wording

Principal payments for finance leases and failed sale leaseback. During the quarter ended March 31, 2026, the Company made principal payments of $1.3 million for finance leases, and during the quarter ended March 31, 2025, principal payments of $1.7 million were made for finance leases and failed sale-leaseback transactions, both related to USAHS.

Previous wording

Student receivables, net: The increase is driven by timing of student billings for academic terms at our universities.

Current wording

Student receivables, net: The increase is driven by timing of student billings for academic terms and respective cash receipts.

Previous wording

Accrued expenses - income taxes: The increase primarily relates to amounts owed with respect to estimated payments of federal and state income tax for 2025.

Current wording

Accrued expenses - income taxes: The increase primarily relates to amounts owed with respect to estimated payments of federal and state income taxes for 2026.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For the full year 2026, we expect our effective tax rate to be between 22.5% and 23.5%.