3 unchanged sentences
With the exception of the following, there have been no material changes in the risk factors set forth in the “Risk Factors” section of our Annual Report.
+Added: Enrollments and course registrations may be adversely affected by a variety of factors not directly related to education programs, including the current government shut down as well as changes in military activity and budgets.
+Added: Events not directly related to education programs, including the current government shutdown, personnel reductions, or a drawdown of U.S.
+Added: active-duty military forces could lead to a reduction in enrollments and course registrations.
+Added: For example, Congressional inaction on budgetary matters has led to lapses in funding or has resulted government shutdowns, and policy changes have affected federal student aid programs at the U.S.
+Added: Department of Defense, or DoD.
+Added: As discussed in greater detail above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Legislative and Regulatory Activity – U.S.
+Added: Federal Government Shutdown”, on October 1, 2025, the U.S.
+Added: federal government shut down due to failure by Congress to pass appropriations legislation, resulting in, among other things, the temporary suspension of DoD
+Added: tuition assistance, or TA, programs.
+Added: However, as the government shutdown’s duration, the scope and effectiveness of mitigation measures we have implemented or may still implement, and the aggregate amount and timing of disbursement of OBBBA TA Funds (and other TA funds, if any) is unknown, we are unable to fully predict the impact the shutdown may have on our operating results.
+Added: However, the shutdown has had, and may continue to have, an adverse impact on APUS’s and our course registrations, cash flows, results of operations, and financial condition.
There are risks associated with the Combination, including with respect to the anticipated timeline.
1 unchanged sentence
At its June 2025 meeting, HLC approved the Combination and continuation of accreditation upon implementation of the related transactions.
−Removed: As a result of ongoing dialogue with ED and HLC as to their preferred implementation process for and the timing of the Combination, the implementation of the Combination may be postponed, including potentially into the second quarter of 2026.
+Added: However, as discussed in greater detail above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – The Planned Combination of APUS, RU, and HCN”, ED is requiring us to follow a different process to implement the Combination.
+Added: As a result of this process change, APUS and RU submitted a new joint application for Change of Control, Structure or Organization to HLC containing substantially the same information that had been submitted previously and reflecting the two-step process.
+Added: HLC is expected to review this submission at its February 2026 board meeting.
+Added: We currently expect implementation to be complete by the beginning of the third quarter of 2026, but there can be no assurances of this timing.
For additional information regarding risks related to the Combination, see our Form 10-K and the Risk Factor in that Form 10-K with the caption beginning “The planned combination of APUS, RU, and HCN….”
5 unchanged sentences
On March 11, 2025, ED announced a reduction in force, or RIF, effective March 21, 2025, resulting in office, staff, and program cuts.
−Removed: ED has claimed the reduction in force will not directly impact students and families and will empower states and localities.
+Added: ED has claimed the RIF will not directly impact students and families and will empower states and localities.
On May 22, 2025, a federal judge ordered ED to reverse the RIF, which order ED has appealed.
3 unchanged sentences
We cannot predict the extent to which the RIF or the Executive Order will impact our results of operations and business, including as it relates to the Combination.
−Removed: We cannot predict what additional actions the Trump administration will take with respect to the operations of ED or the response of the staff of ED to any such actions, nor can we predict the extent to which the Trump administration and Congress, or any future administration or Congress, will act to change or eliminate or to implement new laws, regulations, standards, policies, and practices, nor can we predict the form that new laws, regulations, standards, policies, or practices may take or the extent to which those regulations, practices or policies may impact us or our institutions or federal funds disbursed to schools through Title IV programs or TA, nor can we predict whether any challenges to actions taken by the Trump
−Removed: administration will be successful.
+Added: There have been additional layoffs at ED during the government shutdown that began October 1, 2025, but we cannot predict what additional actions the Trump administration will take with respect to the operations of ED or the response of the staff of ED to any such actions.
+Added: We also cannot predict the extent to which the Trump administration and Congress, or any future administration or Congress, will act to change or eliminate or to implement new laws, regulations, standards, policies, and practices, nor can we predict the form that new laws, regulations, standards, policies, or practices may take or the extent to which those regulations, practices or policies may impact us or our institutions or federal funds disbursed to schools through Title IV programs or TA, nor can we predict whether any challenges to actions taken by the Trump administration will be successful.
For example, even without changes being made to Title IV programs, more general changes or uncertainty at ED could cause disruptions or delays in the processing of Title IV or other necessary interactions with ED.
4 unchanged sentences
These changes may impact our students’ ability to participate in federal student loan programs, which may have a significant adverse impact on enrollments and our business, operations, and financial results.
−Removed: Various portions of the OBBBA may go through negotiated rulemaking prior to implementation, and we cannot predict the timing or outcome of those negotiations or the rulemaking process.
+Added: ED is scheduled to conduct negotiated rulemaking related to OBBBA provisions, and we cannot predict the timing or outcome of those negotiations or the rulemaking process.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.