Item 1A. Risk Factors
Item 1A. Risk Factors
An investment in our stock involves a high degree of risk. You should carefully consider the risks set forth in the “Risk Factors” section of our Annual Report and the other information set forth in this Quarterly Report on Form 10-Q, our Annual Report, and the additional information in the other reports we file with the SEC. If any of the risks contained in those reports actually occur, our business, results of operation, financial condition, and liquidity could be harmed, the value of our securities could decline, and you could lose all or part of your investment. 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.
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.
Events not directly related to education programs, including the current government shutdown, personnel reductions, or a drawdown of U.S. active-duty military forces could lead to a reduction in enrollments and course registrations. 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. Department of Defense, or DoD. 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. Federal Government Shutdown”, on October 1, 2025, the U.S. federal government shut down due to failure by Congress to pass appropriations legislation, resulting in, among other things, the temporary suspension of DoD
41
tuition assistance, or TA, programs. 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. 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.
We previously disclosed that we had anticipated completing the Combination in the third quarter of 2025 subject to obtaining required approvals and ED taking related actions. At its June 2025 meeting, HLC approved the Combination and continuation of accreditation upon implementation of the related transactions. 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. 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. HLC is expected to review this submission at its February 2026 board meeting. 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….”
The postsecondary education regulatory environment has changed and may change in the future as a result of U.S. federal elections.
Changes in Presidential administrations and control of Congress as a result of the outcome of elections or other events has in the past resulted and could in the future result in changes in or new legislation, appropriations, regulations, standards, policies and enforcement actions that could materially affect our business, including material consequences for our institutions’ accreditation, authorization to operate in various states, permissible activities, receipt of funds under student financial assistance programs, and cost of doing business. The Trump administration and current Congress may act to change or eliminate education-related legislation and ED regulations, to enact new legislation to alter existing regulations, and to change existing ED policies and practices with respect to matters related to postsecondary education institutions.
President Trump and members of his administration have also stated that the administration intends to dismantle ED, limiting its functions to only those that are statutorily required or transferring oversight of certain functions to other agencies. On March 11, 2025, ED announced a reduction in force, or RIF, effective March 21, 2025, resulting in office, staff, and program cuts. 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. On July 14, 2025, the order was stayed by the U.S. Supreme Court pending disposition of the appeal, thus allowing the RIF to proceed. Relatedly, on March 20, 2025, President Trump signed an Executive Order titled “Improving Education Outcomes by Empowering Parents, States, and Communities”, or the Executive Order, which, among other things, instructed the Secretary of Education to facilitate the closure of ED and maintain certain services, programs, and benefits, including student loans and Pell grants. 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.
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. 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. Significant changes to ED or to federal regulation of higher education could have a material adverse impact on our enrollment, revenue, results of operations, and financial condition.
The OBBBA may adversely impact us or our students’ ability to participate in federal student financial aid programs, which could have a significant adverse impact on enrollments and our business, operations, and financial results.
42
As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Legislative and Regulatory Activity– The One Big Beautiful Bill Act”, President Trump recently signed into law the OBBBA, which, among other things, makes significant changes to federal student financial aid programs and eligibility requirements for such programs. New caps on federal loans for graduate and professional students and parents of undergraduates may limit borrowing options for our students and the accountability framework and related earnings test may limit the availability of certain programs due to a potential loss of Federal Direct Loan eligibility. 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. 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.
43
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.