What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2025-11-10 · 188 added, 432 removed, 121 unchanged (84% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q, or Quarterly Report, “we,” “our,” “us,” “the Company” and similar terms refer to American Public Education, Inc., or APEI, and its subsidiary institutions collectively unless the context indicates otherwise.

In this Quarterly Report on Form 10-Q, or this Quarterly Report, “we,” “our,” “us,” the “Company” and similar terms refer to American Public Education, Inc., or APEI, and its subsidiary institutions collectively unless the context indicates otherwise.

All quarterly information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is unaudited.

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• changes in and our efforts and ability to comply with the extensive regulatory framework applicable to our industry, including the 90/10 Rule and financial responsibility standards, as well as state law and regulations and accrediting agency requirements, and the expected impacts of our efforts to comply and any non-compliance;

• federal appropriations and other budgetary matters, including government shutdowns such as the U.S federal government shutdown that began on October 1, 2025, the estimated impact of such matters on us and our prospective and current students, and our efforts to mitigate this impact;

• federal appropriations and other budgetary matters, including government shutdowns, and the estimated impact of such matters on us and our prospective and current students, and our efforts to mitigate impacts;

• actions by the U.S.

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• our ability to manage, grow, and diversify our business and execute our business initiatives and strategy;

• the impact, timing, projected benefits, and terms of the planned combination of American Public University System, or APUS, Rasmussen University, or RU, and Hondros College of Nursing, or HCN, into one consolidated institution that will be a system encompassing all APUS, RU, and HCN programs, campuses, and operations, or the Combination;

• the impact, timing, projected benefits, and terms of the planned combination of American Public University System, or APUS, Rasmussen University, or RU, and Hondros College of Nursing, or HCN, into one consolidated institution encompassing all APUS, RU, and HCN programs, campuses, and operations, or the Combination;

• legislative and regulatory changes, shifts in regulatory priorities, restrictions on the function, operations, and budgets of federal agencies, including ED, as a result of U.S.

presidential and administration transitions and presidential directives regarding governmental actions;

• our ability to maintain, develop, and grow our technology infrastructure, including with respect to any current or planned use of artificial intelligence or transform our technology infrastructure and realize the benefits of any such transformation;

• our cash needs and expectations regarding cash flow from operations, including the impacts of our debt service;

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• changes to and expectations regarding our student enrollment, net course registrations, and the composition of our student body, including the pace of such changes;

• our ability to maintain, develop, and grow our technology infrastructure to support our student body and remain competitive;

• our conversion of prospective students to enrolled students and our retention of active students;

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• actions by the Department of Defense, or DoD, or branches of the U.S.

Armed Forces, including actions related to the participating in DoD tuition assistance, or TA, programs, our responses to those actions, and expectations regarding the effects of those actions and responses;

Armed Forces, including actions related to participating in DoD tuition assistance, or TA, programs, our responses to those actions, and expectations regarding the effects of those actions and responses;

• changes in enrollment in postsecondary degree-granting institutions and workforce needs;

• our ability to recognize the intended benefits of our cost savings and reduction and revenue-generating efforts;

• the competitive environment in which we operate;

• our ability to achieve the intended benefits of our cost savings initiatives and revenue-generating efforts;

• the expected benefits of insourcing and outsourcing information technology services to our operations and third-party vendors, respectively;

• the expected impact on our students and our business from campus closures and consolidations;

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There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements.

Risks and uncertainties involved in forward-looking statements include, among others:

Risks and uncertainties involved in the forward-looking statements include, among others:

• potential changes to the ED’s and other federal government agencies’ structure, policies, priorities, and oversight, including as a result of federal elections and the Trump administration’s stated intention and actions to dismantle ED;

• adverse impacts of the U.S.

federal government shutdown that began on October 1, 2025 on APUS’s net course registrations and our results of operations, and our inability to realize the intended benefits of our efforts to mitigate those impacts;

• any adverse impacts of government shutdowns on APUS’s net course registrations and our results of operations, and our inability to realize the intended benefits of any efforts to mitigate any such impacts;

• our dependence on the effectiveness of our ability to attract students who persist in our institutions’ programs;

• our inability to effectively market our programs or expand into new markets;

• the loss of our and our students’ ability to receive funds under TA programs, the reduction, elimination, or suspension of TA, or disruptions due to systems used to request TA, including as a result of the U.S.

federal government shutdown that began on October 1, 2025;

• our inability to maintain enrollments from military students;

• the loss of our and our students’ ability to receive funds under TA programs, the reduction, elimination, or suspension of TA, or disruptions due to systems used to request TA;

• our inability to maintain enrollments from military students, including due to changes in military activity and deployments, budgets, and government shutdowns;

• our inability to predict whether ED will grant borrower defense to repayment, or BDTR, claims;

• adverse effects of changes our institutions make to improve the student experience and enhance each institution’s ability to identify and enroll students who are likely to succeed;

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• risks related to business combinations, acquisitions, divestitures, and other strategic transactions, including, as applicable, integration challenges, business disruption, dilution of stockholder value, financial charges, and diversion of management attention;

• risks related to our substantial indebtedness;

• risks related to our indebtedness;

• our dependence on and need to continue to invest in our technology infrastructure.

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It is important that you read these factors and the other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report.

If any of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance, or achievements may differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance, or achievements may vary materially from any future results, performance, or achievements expressed or implied by these forward-looking statements.

You should also read the more detailed description of our business in our Annual Report when considering forward-looking statements.

We caution readers not to place undue reliance on any forward-looking statements herein, which speak only as of the date of this Quarterly Report.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date of this Quarterly Report.

We undertake no obligation to publicly update any forward-looking statements after the date of this Quarterly Report, whether as a result of new information, future events, or otherwise, except as required by law.

We are a provider of online and campus-based postsecondary education to approximately 107,600 students through three subsidiary institutions, American Public University System, or APUS, Rasmussen University, or RU, and Hondros College of Nursing, or HCN.

Our subsidiary institutions offer purpose-built education programs designed to prepare individuals for productive contributions to their professions and society, and to offer opportunities designed to advance students in their current professions or to help them prepare for their next career.

Our subsidiary institutions are licensed or otherwise authorized by state authorities to offer postsecondary education programs to the extent the institutions believe such licenses or authorizations are required and are certified by ED to participate in Title IV programs.

Our Institutions

Our wholly owned operating subsidiary institutions include the following:

• American Public University System, Inc., referred to herein as APUS, provides online postsecondary education to approximately 89,000 adult learners, directed primarily at the needs of the military, veterans, extended military families, and other public service and service-minded communities through two brands:

American Military University, or AMU, and American Public University, or APU.

As of September 30, 2025, approximately 63% of APUS students self-reported that they served in the military on active duty at the time of initial enrollment.

• Rasmussen College, LLC, referred to herein as Rasmussen University, or RU, provides nursing- and health sciences-focused postsecondary education to approximately 14,900 students at 20 campuses in six states and online.

As of September 30, 2025, on-ground enrollment was 6,700, of which approximately 5,900 students were pursuing nursing degrees at RU, approximately 90% of whom were enrolled in RU’s pre-licensure nursing degree programs.

At September 30, 2025, online enrollment was approximately 8,200 students.

• National Education Seminars, Inc., referred to herein as Hondros College of Nursing, or HCN, provides nursing education to approximately 3,700 students at eight campuses in three states.

HCN’s students are enrolled in its pre-licensure nursing degree programs.

• American Public Training LLC, referred to herein as Graduate School USA, or GSUSA, provides career learning and leadership training in-person and online to the federal workforce.

GSUSA operational activities are presented within Corporate and Other.

On July 25, 2025, or the GSUSA Sale Date, APEI completed the sale of its membership interest in GSUSA;

therefore, the Consolidated Balance Sheet as of September 30, 2025, no longer includes the accounts of GSUSA.

The accompanying Consolidated Financial Statements include the operations of GSUSA through the GSUSA Sale Date in Corporate and Other.

Please refer to “Note 2.

Summary of Significant Accounting Policies” for more information on APEI’s sale of its membership interest in GSUSA.

The Planned Combination of APUS, RU, and HCN

On January 28, 2025, we announced the planned combination of APUS, RU, and HCN, or the Combination, which will result in a combined institution named American Public University System comprised of two divisions tentatively named (i) APUS Global, comprised of AMU and APU, and (ii) Rasmussen, comprised of RU’s campus-based and online nursing programs, RU’s healthcare programs, HCN’s campus-based nursing and healthcare programs, and RU’s non-healthcare programs, with final division names to be determined closer to closing of the Combination.

The Combination constitutes a Change of Control, Structure or Organization pursuant to HLC policy and, accordingly, we are required to obtain HLC approval prior to effectuating the Combination.

In December 2024, APUS and RU jointly submitted an application for Change of Control, Structure or Organization to HLC.

For HLC purposes, APUS will be the surviving institution, and the application sought approval for the Combination and the expansion of APUS’s HLC accreditation to include the RU and HCN programs and locations.

HLC conducted a site visit in March 2025 related to the joint application.

At its June 2025 meeting, HLC approved the Combination and continuation of accreditation upon implementation of the related transactions.

Subsequently, ED informed us that we would need to follow a different process to implement the Combination that entails two steps instead of one:

(i) merger of the legal entities that own and operate APUS, RU, and HCN, with the APUS entity surviving following the merger, and (ii) combination of the institutions into one HLC-accredited institution.

As previously disclosed, ED does not treat the combination of institutions with the same parent as a change in ownership and control for Title IV purposes.

Therefore, the first step requires only that notice of the merger be provided to ED, and the second step requires APUS, as the surviving institution, to seek and obtain approval from ED to expand its Title IV certification to cover RU and HCN programs and locations.

As a result of this process change, APUS and RU submitted, as required by HLC, a new joint application for Change of Control, Structure or Organization to HLC in September 2025 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 of the Combination to be complete by the beginning of the third quarter of 2026.

Legislative and Regulatory Activity

Federal Government Shutdown

On October 1, 2025, the U.S.

federal government shut down due to a failure by Congress to pass appropriations legislation, resulting in, among other things, suspension of the DoD TA programs and ultimately an inability of APUS students

seeking to use TA as a payment source to register or in some cases stay registered for courses.

APUS estimates that, as a result of the shutdown, approximately 12,700 APUS course registrations were dropped on October 11, 2025, for students who intended to use TA funds.

This is the first time since 2013 that APUS has dropped course registrations as a result of a government shutdown because the Defense Appropriations Bill, which annually funds TA, was not passed before the shutdown.

Approximately 1,700 course registrations were not dropped for students using TA funds that had been authorized in the prior government fiscal year.

Accordingly, APUS estimates that, as a result of the government shutdown, October 2025 net course registrations declined by approximately 35%, as compared to October 2024.

On October 24, 2025, the Navy announced that TA funding was restored for classes starting on or before December 31, 2025, using TA funds appropriated as part of the One Big Beautiful Bill Act, or OBBBA TA Funds.

Additionally, we learned that certain individuals responsible for oversight of the voluntary education programs at the Army, Air Force, Navy, and Marines returned to their roles and, in the cases of the Army, Air Force, and Navy, have begun approving TA requests using OBBBA TA Funds.

As of November 10, 2025, APUS estimates that it was able to recover approximately 5,000 course registrations for November 2025 course starts by students using TA funds.

While the impact of October 2025 and November 2025 course registrations from students using TA funds are known generally, December 2025 registrations are uncertain.

Accordingly, at this time, the full impact of the shutdown and any mitigating actions on APUS’s operating results for the fourth quarter of 2025 is uncertain.

The first quarter of 2026 revenue will be impacted by the amount of registrations in December 2025 because we recognize revenue at APUS over the length of a course, which is eight weeks for most APUS courses.

We have implemented various cost savings measures, including a reduction in force, hiring freeze, and reduction in travel and discretionary costs, and we are continuing to evaluate additional opportunities to mitigate the adverse impacts of the ongoing government shutdown.

However, as the 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) are uncertain, we are unable to fully predict the impact the shutdown may have on our operating results.

The One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act, or the OBBBA, was signed into law.

Among other things, the OBBBA amends portions of the Higher Education Act of 1965, as amended, makes changes to the Title IV programs, and restores certain ED regulations related to borrower defense to repayment and closed school discharge.

The OBBBA will overhaul the structure of certain student loan programs.

Effective July 1, 2026, it will eliminate Federal Direct PLUS loans for graduate and professional students, with limited grandfathering.

The law also:

fixes annual and aggregate loan limits for graduate students, with different caps depending on whether they are or have been professional students;

creates a lifetime maximum aggregate amount for Title IV loans (other than a loan made to the student as a parent on behalf of a dependent);

authorizes institutions to limit the amount of loans a student may borrow in an academic year provided such limit is applied consistently to all students enrolled in a program;

and requires the amount of loan funds available under a student’s annual loan eligibility to be reduced proportionately to the degree to which that student is not enrolled on a full-time basis.

The OBBBA also establishes an accountability framework, effective July 1, 2026, that institutions must satisfy at the program level in order for students in the program to continue to receive Federal Direct Loans, requiring that an undergraduate or graduate or professional program be ineligible for Federal Direct Loans if, in two out of three consecutive years, the median earnings of a cohort of program completers are less than the median earnings of working adults aged 25-34 with only a high school diploma for undergraduate program completers, or a bachelor’s degree for graduate or professional program completers, respectively, either in the state where the institution is located or, if fewer than 50% of students at the institution reside in the institution’s state, the national average.

If a program fails the earnings test for one year, institutions must notify students that the program is at risk of losing Federal Direct Loan eligibility.

The OBBBA creates Workforce Pell Grants, effective July 1, 2026, for students enrolled in eligible workforce programs that satisfy certain requirements and limits eligibility for Pell Grants in certain ways.

The OBBBA also changes existing U.S.

tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy initiatives, in addition to other changes.

We currently do not expect the OBBBA to have a material impact on our annual effective tax rate in 2025.

The OBBBA also appropriated the OBBBA TA Funds, consisting of $100 million in funding for TA that is separate and apart from ordinary course appropriations and are available for use through September 30, 2029.

Finally, the OBBBA delays implementation of the Biden Administration’s borrower defense to repayment, or BDTR, regulations and closed school loan discharge regulations until July 1, 2035.

Accordingly, BDTR regulations and closed school loan discharge regulations that were in effect on July 1, 2020, have been reinstated.

The 2020 BDTR regulations modify the burden of proof in BDTR claims, include a three-year statute of limitations on claims, end group borrower defense claims, and allow the use of arbitration clauses in student agreements.

The 2020 closed school loan discharge regulations modify ED’s requirements with respect to the circumstances under which a borrower is eligible for a loan discharge if an institution or location closes and end automatic loan discharges.

American Public University System

APUS participates in the Department of Defense, or DoD, tuition assistance, or TA, programs, and is required to sign a Memorandum of Understanding, or MOU, outlining certain commitments and agreements between the institution and DoD as a condition to participate in TA.

In February 2025, ICP notified APUS that it will conduct a review of APUS compliance with the DoD MOU.

On May 14, 2025, DoD issued a report that informed APUS that the review had been completed with no findings.

Rasmussen University

The Florida legislature passed legislation in May 2025 that would have subjected RU nursing programs to additional regulatory scrutiny by the Florida Board of Nursing and the Florida Department of Health.

The legislation was vetoed by the governor on July 2, 2025.

In May 2025, ED released RU from temporary growth restrictions, imposed in connection with RU’s 2019 change in ownership, which preceded our acquisition of RU, that had restricted RU from adding new programs and locations.

The timing of the Combination could, however, delay our ability to seek approval from the HLC of new locations or programs.

RU’s Moorhead, Minnesota Associate of Science Professional Nursing, or ADN program, and Practical Nursing Diploma, or PN program, which together contributed approximately 1% of RU’s quarterly revenue, are currently approved by Minnesota Board of Nursing, or MBN, but first-time NCLEX pass rates for each of these programs have been below the required standard for three consecutive years.

In August 2024, MBN placed RU’s Moorhead, Minnesota PN program on conditional approval status and issued a corrective action order.

The PN program’s NCLEX pass rate was required to meet the state standard by the end of June 2025, measured using cumulative pass rates from the preceding four quarters ( i.e.

, July 2024 to June 2025).

The program met the standard, and the Board reinstated full approval at its August 2025 meeting.

In June 2025, the MBN issued a stipulation and consent order with RU’s Moorhead, Minnesota ADN program to, among other things, meet applicable NCLEX pass rate standards by the end of 2025 for new candidates taking the licensing exam for the first time.

If compliance is not achieved by December 31, 2025, the program will be given until June 30, 2026, to meet the required NCLEX pass rates based on the cumulative results from the first and second calendar quarters of 2026 for candidates, and, if not achieved, MBN may withdrawal program approval.

In January 2025, RU’s ADN programs at its Fort Myers, Tampa, and Ocala, Florida campuses received notification from FBN that the programs met NCLEX pass rate requirements, and they were removed from probationary status at FBN’s February 2025 Board meeting.

In May 2025, in light of the ADN programs’ removal from probation and RU’s positive working capital, the Florida Commission for Independent Education, or FCIE, moved RU from a provisional license back to a full License by Means of Accreditation.

In July 2025, FCIE placed RU on a provisional license due to RU’s a pplication for Substantive Change, Change in Ownership or Control required for the Combination.

Hondros College of Nursing

As a requirement for accreditation, ABHES requires institutions to demonstrate at least a 70% retention rate for each program.

For institutions not meeting the retention standard, ABHES may provide an opportunity for a program to come into compliance within a specified time period and may extend such period if a program demonstrates improvement or for other good cause.

For the reporting year ended June 30, 2024, HCN’s Cleveland and Dayton, Ohio PN programs, and the Akron, Ohio ADN program were below the 70% benchmark for retention.

As a result, ABHES placed the Cleveland and Dayton, Ohio PN programs and Akron, Ohio ADN program on outcomes reporting status and required HCN to submit reports for each of these programs demonstrating their retention rate met the standard through the first three quarters of the 2024-2025 reporting year by May 2025.

These three programs met the 70% benchmark for the reporting period, and, as a result, at its July 2025 meeting, the ABHES Commission voted to remove retention reporting requirements.

HCN will report its final retention rates for the 2024-2025 reporting year in November 2025.

The Akron and Toledo, Ohio ADN programs are expected to be below the 70% benchmark for retention.

HCN expects that, as a result, ABHES will require additional mid-year reporting for those programs in May 2026.

Department of Education

On July 7, 2025, ED issued an interpretative rule that revised a prior interpretation and clarified ED’s classification of revenue received by for-profit schools under the 90/10 Rule under which a for-profit institution is prohibited from deriving more than 90% of its revenue (as computed by ED) on a cash accounting basis from federal funds for any fiscal year.

The interpretive rule specifies that for-profit schools will be allowed to count non-federal funds generated from programs offered entirely through distance education, if such programs satisfy certain criteria, as non-federal revenue in their 90/10 calculations, and may revise 90/10 Rule calculations for prior fiscal years to include revenue from distance education programs in the “10%” side of the ratio.

Cohort Default Rate

To remain eligible to participate in Title IV programs, an educational institution’s student loan cohort default rates must remain below certain levels.

Pursuant to HEA requirements, if the cohort default rate for any year exceeds 40% in any single year, or exceeds 30% for three consecutive years, an institution loses eligibility to participate in Title IV programs.

If an institution’s cohort default rate is equal to or greater than 30% in any year, it must establish a default prevention task force.

In September 2025, ED released final official cohort default rates for institutions for federal fiscal year 2022, with ED reporting a zero percent cohort default rate for each of APUS, RU and HCN.

These rates were favorably impacted by regulatory relief provided in connection with the COVID-19 pandemic pursuant to which borrowers with Title IV program student loans were not required to make payments.

Interest accrual on forborne federal student loans resumed on September 1, 2023, and payments became due beginning October 1, 2023.

In connection with these developments, ED implemented a 12-month “on-ramp” to repayment, running from October 1, 2023, to September 30, 2024, during which borrowers were not placed into default for missed payments.

The end of COVID-19 pandemic-related student loan forbearance and the 12-month “on-ramp” period may lead to higher default rates in the future.

Additional information regarding student loan default rates, prior year default rates, and potential risks associated with them is available in our Annual Report.

Tuition Increases

Providing affordable degree and certificate programs is an important element of our competitive strategy.

In April 2024, APUS implemented a tuition increase to master’s level students across all categories, including military, non-military and veteran students, and in September 2024, APUS returned the military rate for master’s level students to the $250 per credit hour rate in effect prior to the April 2024 tuition increase.

We believe that APUS’s tuition and fees remain lower than the average in-state cost at public universities.

RU implemented modest tuition increases for all students in select programs in the first quarter of 2024, for new students in select programs in August 2024, and for returning students in select programs in October 2024.

RU implemented modest tuition increases for new and reentering students in August 2025.

RU implemented modest increases for current students in non-prelicensure nursing programs in October 2025 and will implement a modest tuition increase for prelicensure nursing program students in January 2026.

HCN implemented a 5% increase in tuition and fees effective in October 2025 for its ADN and PN programs.

The tuition and fee increases at RU and HCN are intended to reflect adjustments to be consistent with the local campus markets.

Even with these increases, RU and HCN’s tuition and fees are designed to be affordable and competitive when compared to the tuition and fees at similar institutions offering the same level of flexibility, accessibility, and student experience.

Management Transition

Effective October 20, 2025, we appointed Edward H.

Codispoti as Chief Financial Officer.

Our former Chief Financial Officer, Richard W.

Sunderland, Jr., will continue to serve the Company until his expected departure in the first quarter of 2026.

We expect to record approximately $0.8 million in the fourth quarter of 2025 in employee compensation costs for post-employment benefits in connection with Mr.

Sunderland’s departure.

Reduction in Force

On November 3, 2025, we completed a reduction in force that resulted in the termination of 40 non-faculty employees at APUS, representing approximately 6.5% of the APUS non-faculty workforce.

We incurred an aggregate of approximately $0.8 million of pre-tax cash expenses associated with employee severance costs as a result of this reduction in force.

The reduction in force is expected to result in pre-tax labor and benefit savings in 2025 of approximately $0.5 million, excluding severance costs, and approximately $2.9 million in savings on an annualized basis.

Campus Closures

During the nine months ended September 30, 2024, our RU Segment consolidated two Minnesota campuses, and in May 2024, RU notified the Wisconsin Educational Approval Program, that it intends to voluntarily close its two Wisconsin campuses, effective December 31, 2025, and 2026, respectively.

All students enrolled at the two Wisconsin campuses have expected graduation dates on or before the applicable campus closing date.

These actions are expected to directly impact approximately 20 students, or less than 1% of RU’s current total enrollment.

As a result, we recorded a lease impairment of $0.4 million during the three months ended June 30, 2024, and an additional lease impairment of $0.1 million during the three months ended September 30, 2025.

Sale of Graduate School USA

On the GSUSA Sale Date, APEI completed the sale of its membership interest in GSUSA for $0.5 million, subject to customary adjustments, including for net working capital and cash, and recorded a $3.9 million loss within loss on sale of subsidiary in our Consolidated Statements of Income.

Reportable Segments

Our operations are organized into three reportable segments:

• American Public University System Segment, or APUS Segment.

This segment reflects the operational activities of APUS.

• Rasmussen University Segment, or RU Segment .

This segment reflects the operational activities of RU.

• Hondros College of Nursing Segment, or HCN Segment.

This segment reflects the operational activities of HCN.

We are a provider of online and campus-based postsecondary education to approximately 108,900 students through our subsidiary, American Public University System, Inc.

which currently operates three separately accredited institutions, APUS, RU, and HCN.

Our institutions offer purpose-built education programs designed to prepare individuals for productive contributions to their professions and society, and opportunities designed to advance students in their current professions or to help them prepare for their next career.

Our institutions are accredited and licensed or otherwise authorized by state authorities to offer postsecondary education programs to the extent the institution believe such licenses or authorizations are required and

are certified by ED to participate in Title IV programs.

In January 2025, we announced the planned combination of our three institutions, or the Combination, which will result in a combined Higher Learning Commission-accredited institution named American Public University System.

Effective March 2, 2026, or the Merger Date, we completed the merger of the legal entities that owned and operated our three institutions, with American Public University System, Inc.

surviving the merger, or the Legal Merger, and we subsequently notified ED that the Legal Merger occurred.

We currently expect the Combination to occur during the third quarter of 2026, subject to obtaining required approvals.

We previously provided our educational services through three reportable segments:

the APUS Segment, the RU Segment, and the HCN Segment.

Beginning in fiscal 2026, in connection with the Combination, we now provide our educational services through the following two reportable segments:

• Military+, which was formerly the APUS Segment, provides online postsecondary education to approximately 89,500 adult learners, directed primarily at the needs of the military, veterans, extended military and veteran families, and other public service and service-minded communities through APUS, which operates through two brands:

American Military University, and American Public University.

As of March 31, 2026, approximately 62% of Military+ students self-reported that they served in the military on active duty at the time of initial enrollment.

• Health+, consisting of the businesses that formerly comprised the RU Segment and the HCN Segment, provides nursing- and health sciences-focused and other postsecondary education, including business, technology, and education.

Health+ provides these education services to approximately 19,400 students at 27 campuses in eight states and online (excluding one campus planned to close during 2026) through RU and HCN.

As of March 31, 2026, on-ground enrollment was approximately 11,000, and online enrollment was approximately 8,400 students.

Adjustments to reconcile segment results to the Consolidated Financial Statements are included in Corporate and Other.

These adjustments include unallocated corporate activity and eliminations, and, prior to the GSUSA Sale Date, the operational activities of GSUSA.

These adjustments include unallocated corporate activity and eliminations, and, prior to July 25, 2025, or the GSUSA Sale Date, the operational activities of Graduate School USA, or GSUSA.

Prior period segment disclosures have been recast to conform to the current period presentation.

Legislative and Regulatory Activity

The Planned Combination of APUS, RU, and HCN

We were required to obtain HLC approval prior to effectuating the Combination, and pursuant to ED’s requirements, are pursuing the Combination in two steps:

(i) the Legal Merger and (ii) combination of APUS, RU, and HCN into one HLC-accredited institution, or the Institutional Combination.

In February 2026, HLC approved the continuation of accreditation of APUS and RU after the Legal Merger with an acknowledgment that the intent is to consolidate the three institutions into one HLC accreditation.

On April 28, 2026, HLC approved the continuation of accreditation after the Institutional Combination.

HLC has scheduled a site visit in August 2026 in connection with the Legal Merger.

We currently expect to complete implementation of the Institutional Combination in the third quarter of 2026, subject to obtaining required approvals from ED and state agencies.

For additional details regarding regulatory treatment of the Combination, see the Regulatory Environment in our Annual Report captioned “Regulatory Environment – Accreditation – Institutional Accreditation” and “Regulatory Environment – Accreditation – The Planned Combination of APUS, RU, and HCN”, and for additional information regarding risks related to the Combination, see the Risk Factor in our Annual Report with the caption beginning “The planned combination of APUS, RU, and HCN...”

Borrower Defense to Repayment Claims

Between January 1, 2026 and April 30, 2026, our institutions received 646 BDTR claims from ED, seeking in the aggregate a discharge of approximately $11.0 million in loans.

Each of our institutions disputes the validity of these claims and has filed responses to them with ED.

We are unable to predict whether ED will grant BDTR relief for the claims, or if so, whether it will seek recoupment from our institutions.

For additional information regarding risks related to BDTR claims, see the Risk Factor in our Annual Report captioned “ED rules related to BDTR claims may create significant liability that could have an adverse effect on our business and results of operations”.

Summary of Results

Consolidated revenue for the three months ended September 30, 2025, increased to $163.2 million from $153.1 million, or by 6.6%, as compared to the prior year period.

Our net income for the three months ended September 30, 2025, was $5.6 million, compared to $2.3 million in the prior year period, an increase of $3.3 million.

The results for the three months ended September 30, 2025, include a $3.9 million loss on sale of a subsidiary in Corporate and Other relating to the sale of GSUSA, $0.8 million in professional fees in Corporate and Other relating to the Combination and the sale of GSUSA, $0.6 million in severance costs in our HCN Segment and Corporate and Other, and $0.1 million loss on leases in our RU Segment, all on a pre-tax basis.

The results in the prior year period include $1.1 million of information technology transition services costs in all segments as well as Corporate and Other, $0.8 million in professional fees in Corporate and Other relating to the Combination, both on a pre-tax basis.

Our operating margin improved to 5.9% for the three months ended September 30, 2025, as compared to 2.7% in the prior year period.

Excluding the items noted above, our operating margin was 9.2% and 4.0% for the three months ended September 30, 2025, and 2024, respectively.

Consolidated revenue for the nine months ended September 30, 2025, increased to $490.5 million from $460.4 million, or by 6.5%, as compared to the prior year period.

Our net income for the nine months ended September 30, 2025, was $18.9 million, compared to $3.1 million in the prior year period, an increase of $15.8 million.

The results for the nine months ended September 30, 2025, include a $3.9 million loss on sale of a subsidiary in Corporate and Other relating to the sale of GSUSA, $3.5 million in professional fees in Corporate and Other relating to the Combination and the sale of GSUSA, a non-cash $1.5 million loss on assets held for sale in our APUS Segment, and $0.6 million in severance costs in our HCN Segment and

Corporate and Other, all on a pre-tax basis.

The results for the nine months ended September 30, 2024, include non-cash losses on investments of $4.4 million in Corporate and Other, a $3.7 million pre-tax loss on leases in our RU Segment, $3.1 million in pre-tax information technology transition service costs in our APUS and HCN Segments as well as Corporate and Other, $0.8 million in pre-tax professional fees in Corporate and Other relating to the Combination, and $0.5 million in pre-tax severance costs in Corporate and Other and the planned closure of the Wisconsin campuses in our RU Segment.

Our operating margin improved to 5.8% for the nine months ended September 30, 2025, compared to 2.5%, in the prior year period.

Excluding the items noted above, our operating margin was 7.8% and 4.3% for the nine months ended September 30, 2025, and 2024, respectively.

APUS Segment revenue for the three months ended September 30, 2025, increased to $83.1 million from $77.0 million, or by 8.0%, as compared to the prior year period.

APUS Segment revenue for the nine months ended September 30, 2025, increased to $248.8 million from $234.7 million, or by 6.0%, as compared to the prior year period.

APUS Segment operating margin increased to 30.4% for the three months ended September 30, 2025, from 27.0% in the prior year period, and increased to 28.5% for the nine months ended September 30, 2025, from 26.5% in the prior year period.

RU total enrollment for the three months ended September 30, 2025, increased to approximately 14,900 from approximately 13,500, an increase of 1,400, or 10.4%, as compared to the prior year period.

RU Segment revenue for the three months ended September 30, 2025, increased to $60.8 million from $52.6 million, or by 15.6%, as compared to the prior year period.

RU total enrollment for the nine months ended September 30, 2025, increased approximately 8.4%, as compared to the prior year period.

RU Segment revenue for the nine months ended September 30, 2025, increased to $179.6 million from $158.8 million, or by 13.1%, as compared to the prior year period.

The revenue increases for the three and nine month periods were greater than the enrollment increases for the comparable prior year periods due to tuition increases in the second half of 2024.

RU Segment operating margin improved to negative 2.0% for the three months ended September 30, 2025, from negative 14.5% in the prior year period, and improved to negative 1.8% for the nine months ended September 30, 2025, from negative 16.0% in the prior year period.

HCN total enrollment for the three months ended September 30, 2025, increased to approximately 3,700 from approximately 3,100, an increase of 600, or 17.6%, as compared to the prior year period.

HCN Segment revenue for the three months ended September 30, 2025, increased to $18.4 million from $15.5 million, or by 19.0%, as compared to the prior year period.

HCN total enrollment for the nine months ended September 30, 2025, increased approximately 13.5%, as compared to the prior year period.

HCN Segment revenue for the nine months ended September 30, 2025, increased to $54.3 million from $48.3 million, or by 12.2%, as compared to the prior year period.

The revenue increase for the three month periods was more than the enrollment increase due to fewer students taking a repeat course in the current year as compared to the prior year period.

Revenue per student is lower for students taking a repeat course.

The revenue increase for the nine month period was less than the enrollment increase due to more students taking a repeat course in the current year as compared to the prior year period.

HCN Segment operating margin improved to negative 4.7% for the three months ended September 30, 2025, from negative 5.0% in the prior year period, and improved to negative 3.7% for the nine month periods ended September 30, 2025, from negative 3.8% in the prior year period.

Our financial results for the three and nine months ended September 30, 2025, include the financial results of GSUSA through the GSUSA Sale Date, in Corporate and Other.

Consolidated revenue for the three months ended March 31, 2026, increased to $174.7 million from $164.6 million, or by 6.2%, as compared to the prior year period.

The growth was primarily driven by higher net course registrations in our Military+ segment and increased enrollment in our Health+ segment, partially offset by the absence of revenue from GSUSA following its sale in July 2025.

Our net income for the three months ended March 31, 2026, was $17.7 million, compared to $8.9 million in the prior year period, an increase of $8.8 million.

The increase in net income for the three months ended March 31, 2026, was primarily related to the increase in revenue of $10.2 million, as compared to the prior year period, partially offset by the extinguishment of debt recognized in the three months ended March 31, 2026 of $1.7 million.

Our operating margin improved to 12.4% for the three months ended March 31, 2026, as compared to 7.4% in the prior year period.

Military+ segment net course registrations for the three months ended March 31, 2026, increased to approximately 106,600 from approximately 102,500, an increase of 4,100, or 4.0%, as compared to the prior year period.

Military+ segment revenue for the three months ended March 31, 2026, increased to $89.4 million from $83.9 million, or by 6.5%, as compared to the prior year period.

Military+ segment operating margin increased to 34.3% for the three months ended March 31, 2026, from 28.7% in the prior year period.

Health+ segment total enrollment for the three months ended March 31, 2026, increased to approximately 19,400 from approximately 18,000, an increase of 1,400, or 7.8%, as compared to the prior year period.

Health+ segment revenue for the three months ended March 31, 2026, increased to $85.4 million from $76.9 million, or by 11.0%, as compared to the prior year period.

Health+ segment operating margin improved to 0.6% for the three months ended March 31, 2026, from negative 1.1% in the prior year period.

Our financial results for the three months ended March 31, 2025, reflect the financial results of GSUSA in Corporate and Other.

Critical Accounting Estimates

Goodwill and indefinite-lived intangible assets.

Goodwill is the excess of the purchase price of an acquired business over the fair value of the assets acquired and liabilities assumed, and the fair value assigned to identifiable intangible assets on the acquisition date.

Goodwill is the excess of the purchase price of an acquired business over the fair value of the assets acquired and liabilities assumed, including identifiable intangible assets.

Goodwill is not amortized.

Goodwill is reported at the reporting unit level that we have defined as our reporting segments.

In connection with our acquisitions of RU and HCN, we recorded $217.4 million and $38.6 million of goodwill, respectively, in our RU and HCN Segments.

We later recorded non-cash impairment charges reducing the carrying value of RU and HCN Segment goodwill to $33.0 million and $26.6 million, respectively.

There was no goodwill recorded in connection with the acquisition of GSUSA.

No goodwill is recorded in our APUS Segment.

In addition to goodwill, in connection with the acquisitions of RU and HCN, we recorded identified intangible assets with an indefinite useful life in the aggregate amount of $51.0 million and $3.7 million, respectively, in our RU and HCN

Segments, which included intangible assets related to trade name, accreditation, licensing, and Title IV, and affiliate agreements.

Goodwill is reported at the reporting unit level that we have defined as our reportable segments.

Before the Merger Date, in connection with our acquisitions of RU and HCN, we recorded $217.4 million and $38.6 million of goodwill, respectively, in our Health+ segment.

We later recorded non-cash impairment charges reducing the carrying value of Health+ segment goodwill to $33.0 million and $26.6 million for RU and HCN, respectively.

No goodwill was recorded in our Military+ segment.

In addition to goodwill, before the Merger Date, in connection with the acquisitions of RU and HCN, we recorded identified intangible assets with an indefinite useful life in the aggregate amount of $51.0 million and $3.7 million, respectively, in our Health+ segment, which included intangible assets related to trade name, accreditation, licensing, and Title IV, and affiliate agreements.

We later recorded non-cash impairment charges reducing the carrying value of RU indefinite-lived identified intangible assets to $24.5 million.

There are no indefinite-lived intangible assets in our APUS Segment.

There were no indefinite-lived intangible assets in our Military+ segment.

We recorded $35.5 million and $4.4 million of identified intangible assets with a definite useful life in connection with the acquisitions of RU and HCN, respectively.

There are no definite-lived intangible assets in our APUS Segment.

Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, and more frequently if events or changes in circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

There were no definite-lived intangible assets in our Military+ segment.

We test goodwill and indefinite-lived intangible assets for impairment at least annually, and more frequently if events and circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The process of evaluating goodwill and indefinite-lived intangible assets for impairment is subjective and requires significant judgment and estimates.

Impairment testing consists of an optional qualitative assessment as well as a quantitative test.

When performing a qualitative assessment, we consider many factors, including general economic conditions, industry and market conditions, certain cost factors, financial performance and key business drivers (for example, student enrollment), long-term operating plans, and potential changes to significant assumptions and estimates used in the most recent fair value analysis.

When performing an optional qualitative analysis, we consider many factors, including general economic conditions, industry and market conditions, certain cost factors, financial performance and key business drivers (for example, student enrollment), long-term operating plans, and potential changes to significant assumptions and estimates used in the most recent fair value analysis.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions and estimates.

Actual results may differ and have a material impact or our results of operations and financial position, and subsequent events are not necessarily indicative of the reasonableness of the original assumptions or estimates.

Actual results may differ and have a material impact on our results of operations and financial position, and subsequent events are not necessarily indicative of the reasonableness of the original assumptions or estimates.

We estimate fair value in our quantitative analysis by weighting the results from two different valuation approaches.

(1) discounted cash flow and (2) guideline public company.

Under the discounted cash flow method, fair value is determined by discounting the estimated future cash flows of RU and HCN at their estimated weighted-average cost of capital.

(i) discounted cash flow and (ii) guideline public company.

Under the discounted cash flow method, we determined fair value by discounting the estimated future cash flows of RU and HCN at their estimated weighted-average cost of capital.

We incorporate the use of projected financial information and a discount rate that are developed using market participant-based assumptions.

The cash-flow projections are based on three-year financial forecasts developed by management that include revenue projections, capital spending trends, and investment in working capital to support anticipated revenue growth, which are updated at least annually and approved by management.

Under the guideline public company method, pricing multiples from other public companies in the public higher education market are used to determine the fair value of RU and HCN.

Under the guideline public company method, we used pricing multiples from other public companies in the public higher education market to determine the fair value of RU and HCN.

Values derived under the two valuation methods are then weighted to estimate RU and HCN’s enterprise values.

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Our methodology for determining fair values remained consistent for the periods presented.

During the three months ended September 30, 2025, we completed a qualitative assessment for potential impairment of the RU and HCN Segment goodwill and indefinite-lived intangible assets.

As part of the assessment, we considered the events and circumstances expressly required by ASC 350, in addition to other entity-specific factors.

Factors considered included RU and HCN’s financial and enrollment performance against internal targets, economic factors, and the continued favorable growth outlook for nursing education.

After completing this qualitative assessment, we concluded it was more likely than not that the fair value of each of the RU and HCN Segments was greater than the respective carrying value, and therefore no quantitative impairment test and no impairment charge was necessary.

Significant assumptions inherent to valuation methodologies for goodwill include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the higher education market.

During the three months ended March 31, 2026, in connection with the Combination and just prior to the Merger Date, we completed a quantitative assessment of goodwill and indefinite-lived intangibles for our RU and HCN.

The assessment concluded that the fair value of goodwill for each of RU and HCN exceeded its carrying values by approximately $90.8 million, or 60%, and $26.0 million, or 55%, respectively.

Significant assumptions in the forecast used in the discounted cash flow valuation model include continued growth in our RU enrollment and cost containment measures.

HCN’s significant assumptions in the forecast relate to future campus openings and tuition increases.

These assumptions are subject to risks and uncertainties that could negatively impact results, including, but not limited to, changes in the regulatory environment, declines in student enrollment, adverse actions by state boards of nursing (such as enrollment caps), and unplanned increases in expenses.

In addition, we determined the fair value of our RU and HCN indefinite-lived intangible asset was greater than their carrying values.

Therefore, as of the Merger Date, there was no impairment of RU and HCN goodwill and indefinite-lived intangible assets.

Significant assumptions inherent to valuation methodologies for goodwill and indefinite-lived intangible assets include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the higher education market.

Future changes, including minor changes in the significant assumption or other factors including revenue, operating income, valuation multiples, and other inputs to the valuation process may result in future impairment charges, and those charges could be material.

For more information regarding our Critical Accounting Policies and Use of Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7.

For more information regarding our Critical Accounting Policies and Use of Estimates, see the “Critical Accounting Estimates” section of “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

Results of Operations

Below we have included a discussion of our operating results and material changes in our operating results during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024.

Below we have included a discussion of our operating results and material changes in our operating results during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Our revenue and operating results normally fluctuate as a result of seasonal or other variations in our enrollments and the level of expenses in our reportable segments.

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We expect quarterly fluctuations in operating results to continue as a result of various enrollment patterns and changes in revenue and expenses.

APUS net course registrations for the three months ended September 30, 2025, increased to approximately 100,000 from approximately 92,500, an increase of 7,500, or 8.1%, as compared to the prior year period primarily due to an increases in military registrations from students utilizing TA and military-affiliated students utilizing education benefit programs administered by the U.S.

Military+ net course registrations for the three months ended March 31, 2026, increased to approximately 106,600 from approximately 102,500, an increase of 4,100, or 4.0%, as compared to the prior year period primarily due to increases in military registrations from students utilizing TA and military-affiliated students utilizing education benefit programs administered by the U.S.

Department of Veterans Affairs, or VA.

APUS net course registrations for the nine months ended September 30, 2025, increased to approximately 298,800 from approximately 281,300, an increase of 17,500, or 6.2%, as compared to the prior year period primarily due to an increase in registrations by military-affiliated students utilizing VA and students utilizing federal student aid.

APUS Segment operating margin increased to 30.4% for the three months ended September 30, 2025, from 27.0% in the prior year period and increased to 28.5% from 26.5% for the nine months ended September 30, 2025, as compared to the prior year period.

The increase in operating margin for the three months ended September 30, 2025, was primarily due to the increase in revenue as well as a decrease in information technology costs, partially offset by increases in advertising costs, employee compensation costs, and bad debt expense, as compared to the prior year period.

The increase in operating margin for the nine months ended September 30, 2025, was primarily due to an increase in revenue and decreases in information technology costs and professional fees, partially offset by increases in employee compensation costs, advertising costs, loss on assets held for sale, and bad debt expense, as compared to the prior year period.

RU total enrollment for the three months ended September 30, 2025, increased to approximately 14,900 from approximately 13,500, an increase of 1,400, or 10.4%, as compared to the prior year period, driven by an 11.7% increase in on-ground enrollment, and a 10.8% increase in online enrollment.

RU total enrollment for the nine months ended September 30, 2025, increased approximately 8.4%, as compared to the prior year period, driven by a 5.9% increase in on-ground enrollment, and an 11.4% increase in online enrollment.

RU Segment operating margin improved to negative 2.0% for the three months ended September 30, 2025, from negative 14.5%, in the prior year period.

The improvement in the operating margin for the three months ended September 30, 2025, was primarily due to the increase in revenue as well as decreases in information technology costs and depreciation and amortization expenses, partially offset by an increase in employee compensation costs and classroom and course materials costs, bad debt expense, and professional fees as compared to the prior year period.

RU Segment operating margin improved to negative 1.8% for the nine months ended September 30, 2025, from negative 16.0% in the prior year period.

The improvement in the operating margin for the nine months ended September 30, 2025, was primarily due to the increase in revenue as well as decreases in information technology costs, loss on leases, and depreciation and amortization expenses, partially offset by an increase in employee compensation costs, classroom and course materials costs, and bad debt expense, as compared to the prior year period.

HCN total enrollment for the three months ended September 30, 2025, increased to approximately 3,700 from approximately 3,100, an increase of 600, or 17.6%, as compared to the prior year period.

HCN total enrollment for the nine months ended September 30, 2025, increased approximately 13.5%, as compared to the prior year period.

HCN Segment operating margin improved to negative 4.7% for the three months ended September 30, 2025, from negative 5.0% in the prior year period, and improved to 3.7% for the nine month period ended September 30, 2025, from negative 3.8% in the prior year period.

The improvement in the operating margin for the three and nine months ended September 30, 2025, was primarily due to the increase in revenue partially offset by increases in employee compensation costs, classroom and course materials costs, information technology costs, and bad debt expense, as compared to the prior year period.

Military+ operating margin increased to 34.3% for the three months ended March 31, 2026, from 28.7% in the prior year period.

Operating margin for the three months ended March 31, 2026, increased primarily due to the $5.5 million increase in revenue and a $1.5 million decrease in loss on assets held for sale, partially offset by a $1.3 million increase in advertising costs, as compared to the prior year period.

Health+ total enrollment for the three months ended March 31, 2026, increased to approximately 19,400 from approximately 18,000, an increase of 1,400, or 7.8%, as compared to the prior year period, driven by a 10.0% increase in on-ground enrollment, and a 5.0% increase in online enrollment.

Health+ operating margin improved to 0.6% for the three months ended March 31, 2026, from negative 1.1%, in the prior year period.

The improvement in the operating margin for the three months ended March 31, 2026, was primarily due to the $8.4 million revenue increase, partially offset by increases of $2.8

million in classroom and course materials costs, $1.9 million in advertising costs, $1.3 million in employee compensation costs, and $0.8 million in bad debt expense, as compared to the prior year period.

For a more detailed discussion of our results by reportable segment, refer to “Analysis of Operating Results by Reportable Segment” below.

Analysis of Consolidated Statements of Income

The following table sets forth statements of income data as a percentage of revenue for each of the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(Unaudited) (Unaudited)

The following table sets forth statements of income data as a percentage of revenue for the period indicated:

Three Months Ended March 31,

Revenue 100.0 % 100.0 %

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Depreciation and amortization 2.4 2.4

Loss on sale of subsidiary 2.4 — 0.8 —

Loss on assets held for sale — 0.9

Loss on leases — — — 0.8

Loss on disposals of long-lived assets 0.1 0.1

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Income from operations before interest and income taxes 12.4 7.4

Loss on extinguishment of debt (1.0) —

Interest expense, net (0.4) (0.5)

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Income tax expense 0.9 1.5

Equity investment loss — — — (1.0)

Net income 10.1 5.4

Preferred stock dividend — 0.9

Loss on redemption of preferred stock — — 0.7 —

Net income (loss) available to common shareholders 3.4 % 0.5 % 2.5 % (0.3) %

Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024

Our consolidated revenue for the three months ended September 30, 2025, was $163.2 million, an increase of $10.1 million, or 6.6%, compared to $153.1 million for the three months ended September 30, 2024.

The increase in revenue was primarily due to an $8.2 million, or 15.6%, increase in revenue in our RU Segment, a $6.2 million, or 8.0%, increase in revenue in our APUS Segment, and a $2.9 million, or 19.0%, increase in revenue in our HCN Segment, partially offset by a $7.3 million, or 89.6%, decrease in GSUSA revenue included in Corporate and Other for the period prior to the GSUSA Sale Date.

The RU Segment revenue increase was primarily due to a 10.4% increase in total student enrollment and the impact of tuition increases in the second half of 2024.

The APUS Segment revenue increase was primarily due to an 8.1% increase in net course registrations, as compared to the prior year period.

The HCN Segment revenue increase was primarily due to a 17.6% increase in total student enrollment, as compared to the prior year period.

Costs and expenses.

Costs and expenses for the three months ended September 30, 2025, were $153.5 million, an increase of $4.5 million, or 3.0%, compared to $149.0 million for the three months ended September 30, 2024.

Costs and expenses for the three months ended September 30, 2025, include a $3.9 million loss on sale of subsidiary in Corporate and Other related to the sale of GSUSA, and $0.8 million in professional fees related to the Combination and the sale of GSUSA in Corporate and Other, $0.6 million in severance costs in our HCN Segment and Corporate and Other, and a $0.1 million loss on leases in our RU Segment, all on a pre-tax basis.

Costs and expenses for the three months ended September 30, 2025, as compared to the prior year period, excluding the items noted above, increased $1.1 million, or 0.8%, due primarily to increases in employee compensation costs, advertising costs, bad debt expense, and classroom and course materials costs, partially offset by decreases in information technology costs, occupancy costs, depreciation and amortization expenses, and professional fees.

Costs and expenses as a percentage of revenue decreased to 94.1% for the three months ended September 30, 2025, from 97.3% for the three months ended September 30, 2024.

Instructional costs and services expenses.

Our instructional costs and services expenses for the three months ended September 30, 2025, were $74.7 million, a decrease of $0.7 million, or 0.9%, compared to $75.4 million for the three months ended September 30, 2024.

The decrease in instructional costs and services expenses was primarily due to the sale of GSUSA and decreases in information technology and occupancy costs in our RU Segment, partially offset by increases in faculty compensation costs and course materials costs in our APUS, RU, and HCN Segments due to an increase in registrations at APUS and enrollments at RU and HCN.

Instructional costs and services expenses as a percentage of revenue decreased to 45.8% for the three months ended September 30, 2025, from 49.2% for the three months ended September 30, 2024.

Selling and promotional expenses.

Our selling and promotional expenses for the three months ended September 30, 2025, were $36.1 million, an increase of $2.7 million, or 8.0%, compared to $33.5 million for the three months ended September 30, 2024.

The increase in selling and promotional expenses was primarily due to increases in advertising costs in all segments, and an increase in employee compensation costs in our RU and HCN segments, partially offset by a decrease in professional fees in our APUS Segment, and the sale of GSUSA.

Selling and promotional expenses as a percentage of revenue increased to 22.1% for the three months ended September 30, 2025, from 21.9% for the three months ended September 30, 2024.

General and administrative expenses.

Our general and administrative expenses for the three months ended September 30, 2025, were $34.7 million, a decrease of $0.3 million, or 1.0%, compared to $35.0 million for the three months ended September 30, 2024.

The decrease in general and administrative expenses is primarily due to decreases in information technology costs in our APUS and RU Segments and Corporate and Other, and the sale of GSUSA, partially offset by increases in employee compensation costs in all segments and Corporate and Other, and an increase in bad debt expense in all segments.

Consolidated bad debt expense for the three months ended September 30, 2025, was $5.6 million, or 3.4% of revenue, compared to $4.2 million, or 2.7% of revenue in the prior year period.

General and administrative expenses as a percentage of revenue decreased to 21.3% for the three months ended September 30, 2025, from 22.9% for the three months ended September 30, 2024.

As we continue to evaluate enhancements to our business capabilities, we may incur additional costs, and our general and administrative expenses will vary from time to time.

Depreciation and amortization expenses.

Depreciation and amortization expenses were $3.9 million for three months ended September 30, 2025, compared to $5.1 million in the prior year period, a decrease of $1.1 million, primarily related to the full amortization of all definite lived intangible assets in our RU Segment in 2024.

Depreciation and amortization expenses as a percentage of revenue was 2.4% and 3.3% for the three months ended September 30, 2025, and 2024, respectively.

Loss on sale of subsidiary.

For the three months ended September 30, 2025, we recorded a $3.9 million pre-tax loss on sale of subsidiary relating to the sale of GSUSA.

There was no loss on sale of subsidiary in the prior year.

Loss on leases.

RU Segment loss on leases was $0.1 million for the three months ended September 30, 2025.

There was no loss on leases in the prior year period.

Loss on disposals of long-lived assets.

The loss on disposal of long-lived assets was $92,000 for the three months ended September 30, 2025, as compared to $23,000 for the three months ended September 30, 2024.

Stock-based compensation expenses.

Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $1.6 million and $1.8 million for the three months ended September 30, 2025, and 2024, respectively.

Stock-based compensation costs included accelerated expense for retirement-eligible employees and performance stock unit incentive costs.

Interest expense, net.

Interest expense, net of interest and other income, was $1.1 million and $0.6 million for the three months ended September 30, 2025, and 2024, respectively.

The increase in net interest expense in the three months ended September 30, 2025, as compared to the prior year period, was primarily due to an increase in interest expense due to the expiration of the interest rate cap in December 2024, and a decrease in interest income earned.

Income tax expense.

We recognized income tax expense of $3.1 million and $1.2 million for the three months ended September 30, 2025, and 2024, respectively, or an effective tax rate of 35.6% in 2025, and 35.3% in 2024.

The effective tax rate in both periods was negatively impacted by higher non-deductible compensation expenses in relation to taxable income in the periods.

Our net income was $5.6 million and $2.3 million for the three months ended September 30, 2025, and 2024, respectively, an increase of $3.3 million.

This increase was related to the factors discussed above.

Preferred stock dividends.

There were no preferred stock dividends for the three months ended September 30, 2025 due to the redemption of all outstanding shares of our Series A Senior Preferred Stock in June 2025.

Preferred stock dividends for the three months ended September 30, 2024 were $1.5 million.

Net income available to common stockholders 10.1 % 4.5 %

The net income available to common stockholders was $5.6 million for the three months ended September 30, 2025, compared to a net income available to common stockholders of $0.7 million for the three months ended September 30, 2024, an improvement of $4.8 million.

This improvement was related to the factors discussed above.

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024

Our consolidated revenue for the nine months ended September 30, 2025, was $490.5 million, an increase of $30.1 million, or 6.5%, compared to $460.4 million for the nine months ended September 30, 2024.

The increase in revenue was primarily due to a $20.8 million, or 13.1%, increase in revenue in our RU Segment, a $14.1 million, or 6.0% increase in revenue in our APUS Segment, and a $5.9 million, or 12.2%, increase in revenue in our HCN Segment, partially offset by a $10.9 million, or 57.7%, decrease in GSUSA revenue included in Corporate and Other for the period prior to the GSUSA Sale Date.

The RU Segment revenue increase, as compared to the prior year period, was primarily due to an 8.4% increase in total student enrollment and the impact of tuition increases in the second half of 2024.

The APUS Segment revenue increase was primarily due to a 6.2% increase in net course registrations, as compared to the prior year period.

The HCN Segment revenue increase was primarily due to a 13.5% increase in total student enrollment.

Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025

Our consolidated revenue for the three months ended March 31, 2026, was $174.7 million, an increase of $10.2 million, or 6.2%, compared to $164.6 million for the three months ended March 31, 2025.

Revenue increased primarily due to an $8.4 million, or 11.0%, increase in revenue in our Health+ segment, a $5.5 million, or 6.5%, increase in revenue in our Military+ segment, partially offset by a $3.7 million decrease in GSUSA revenue included in Corporate and Other for the period prior to the GSUSA Sale Date.

Our Health+ segment revenue increase was primarily due to a 7.8% increase in total student enrollment and the impact of tuition increases in the second half of 2025.

Our Military+ segment revenue increase was primarily due to a 4.0% increase in net course registrations, as compared to the prior year period.

Costs and expenses.

Costs and expenses for the nine months ended September 30, 2025, were $461.6 million, an increase of $12.6 million, or 2.8%, compared to $448.9 million for the nine months ended September 30, 2024.

Costs and expenses for the nine months ended September 30, 2025, include a $3.9 million loss on sale of subsidiary in Corporate and Other relating to the sale of GSUSA, $3.5 million in professional fees relating to the Combination and the sale of GSUSA in Corporate and Other, a $1.5 million loss on assets held for sale in our APUS Segment, $0.6 million in severance costs in our HCN Segment and Corporate and Other, and a $0.1 million loss on leases in our RU Segment, all on a pre-tax basis.

Costs and expenses for the nine months ended September 30, 2024, include a $3.7 million loss on leases in our RU Segment, $3.1 million in information technology transition service costs in all segments as well as Corporate and Other, $0.8 million in professional fees in Corporate and Other relating to the Combination, $0.5 million in severance costs in Corporate and Other and the planned campus closures of our campuses located in Wisconsin in our RU Segment, all on a pre-tax basis.

Costs and expenses for the nine months ended September 30, 2025, as compared to the prior year period, excluding the items noted above, increased $11.3 million, or 2.6%, due primarily to increases in employee compensation costs, advertising costs, bad debt expense, classroom and course materials costs, and professional fees, partially offset by decreases in information technology costs and depreciation and amortization expenses.

Costs and expenses as a percentage of revenue decreased to 94.2% for the nine months ended September 30, 2025, from 97.5% for the nine months ended September 30, 2024.

Costs and expenses for the three months ended March 31, 2026, were $153.1 million, an increase of $0.8 million, or 0.5%, compared to $152.3 million for the three months ended March 31, 2025.

Costs and expenses for the three months ended March 31, 2026, include $0.9 million in professional fees related to the Combination in Corporate and Other.

The results in the prior year period included a $1.5 million loss on assets held for sale in our Military+ segment and $1.0 million in professional fees in Corporate and Other relating to the Combination.

Costs and expenses for the three months ended March 31, 2026, as compared to the prior year period, excluding the items noted above, increased $2.4 million, or 1.6%, primarily due to increases of $2.9 million in advertising costs, $2.7 million in classroom and course materials costs due to increased vendor costs and enrollment, and $1.3 million in bad debt expense, partially offset by decreases of $1.6 million in employee compensation costs, $1.6 million in occupancy costs, and $0.7 million in information technology costs related to our ongoing efforts to reduce operating costs.

Costs and expenses as a percentage of revenue decreased to 87.6% for the three months ended March 31, 2026, from 92.6% for the three months ended March 31, 2025.

Instructional costs and services expenses.

Our instructional costs and services expenses for the nine months ended September 30, 2025, were $228.1 million, an increase of $4.1 million, or 1.8%, compared to $224.0 million for the nine months ended September 30, 2024.

The increase in instructional costs and services expenses were primarily due to increases in faculty compensation costs in our APUS, RU, and HCN Segments due to an increase in registrations at APUS and enrollments at RU and HCN, and an increase in classroom and course materials costs in all segments, partially offset by a decrease in information technology costs in our RU Segment and Corporate and Other, a decrease in occupancy costs in our RU and HCN Segments and Corporate and Other, and a decrease in instructional costs and services expenses in Corporate and Other due to the sale of GSUSA.

Instructional costs and services expenses as a percentage of revenue decreased to 46.5% for the nine months ended September 30, 2025, from 48.7% for the three months ended September 30, 2024.

Our instructional costs and services expenses for the three months ended March 31, 2026, were $74.6 million, a decrease of $0.3 million, or 0.4%, compared to $74.9 million for the three months ended March 31, 2025.

Instructional costs and services expenses decreased primarily due to the $3.2 million decrease in Corporate and Other due to the sale of GSUSA, a $0.9 million decrease in employee compensation costs in our Military+ segment, and a $0.5 million decrease in occupancy costs in our Health+ segment related to campus and office space closures in 2025, partially offset by increases of $2.8 million in classroom and course material costs due to increased vendor costs and enrollment, and $1.4 million in employee compensation costs in our Health+ segment related to increased enrollment.

Instructional costs and services expenses as a percentage of revenue decreased to 42.7% for the three months ended March 31, 2026, from 45.5% for the three months ended March 31, 2025.

Selling and promotional expenses.

Our selling and promotional expenses for the nine months ended September 30, 2025, were $106.4 million, an increase of $6.6 million, or 6.7%, compared to $99.8 million for the nine months ended September 30, 2024.

The increase in selling and promotional expenses was primarily due to an increase in advertising costs in our APUS and HCN Segments and an increase in employee compensation costs in all segments and Corporate and Other, partially offset by the sale of GSUSA.

Selling and promotional expenses as a percentage of revenue was 21.7% for the nine months ended September 30, 2025, and 2024.

Our selling and promotional expenses for the three months ended March 31, 2026, were $37.9 million, an increase of $2.7 million, or 7.6%, compared to $35.2 million for the three months ended March 31, 2025.

Selling and promotional expenses increased primarily due to an aggregate increase of $3.1 million in advertising costs across both segments to further drive enrollment, partially offset by a decrease of $1.1 million in Corporate and Other due to the sale of GSUSA.

Selling and promotional expenses as a percentage of revenue increased to 21.7% for the three months ended March 31, 2026, from 21.4% for the three months ended March 31, 2025.

General and administrative expenses.

Our general and administrative expenses for the nine months ended September 30, 2025, were $109.2 million, an increase of $3.5 million, or 3.3%, compared to $105.7 million for the nine months ended September 30, 2024.

General and administrative expenses for the nine months ended September 30, 2025, included $3.5 million in professional fees relating to the Combination and the sale of GSUSA in Corporate and Other, and $0.6 million in severance

costs in our HCN Segment and Corporate and Other, compared to $0.8 million in professional fees in Corporate and Other relating to the Combination and $0.5 million in severance costs in Corporate and Other and the planned campus closures of our campuses located in Wisconsin in our RU Segment, in the prior year period, all on a pre-tax basis.

The increase in general and administrative expenses was primarily due to increases in employee compensation costs in all segments and Corporate and Other, bad debt expense in all segments, and professional fees in Corporate and Other, partially offset by a decreases in information technology costs in our APUS and RU Segments and Corporate and Other, professional fees in all segments, and the sale of GSUSA.

Consolidated bad debt expense for the nine months ended September 30, 2025, was $15.4 million, or 3.1% of revenue, compared to $12.7 million, or 2.8% of revenue in the prior year period.

General and administrative expenses as a percentage of revenue decreased to 22.3% for the nine months ended September 30, 2025, from 23.0% for the nine months ended September 30, 2024.

As we continue to evaluate enhancements to our business capabilities, we may incur additional costs and that our general and administrative expenses will vary from time to time.

Our general and administrative expenses for the three months ended March 31, 2026, were $36.3 million, a decrease of $0.1 million, or 0.3%, compared to $36.4 million for the three months ended March 31, 2025.

For the three months ended March 31, 2026 and 2025, general and administrative expenses included $0.9 million and $1.0 million, respectively, in professional fees relating to the Combination in Corporate and Other.

General and administrative expenses decreased primarily due to a $1.6 million decrease in Corporate and Other due to the sale of GSUSA, partially offset by a $1.4 million increase in bad debt expense in both segments.

Consolidated bad debt expense for the three months ended March 31, 2026, was $6.3 million, or 3.6% of revenue, compared to $5.0 million, or 3.0% of revenue in the prior year period.

General and administrative expenses as a percentage of revenue decreased to 20.8% for the three months ended March 31, 2026, from 22.1% for the three months ended March 31, 2025.

As we continue to evaluate enhancements to our business capabilities, we may incur additional costs, and our general and administrative expenses will vary from time to time.

Depreciation and amortization expenses.

Depreciation and amortization expenses were $12.0 million for nine months ended September 30, 2025, compared to $15.4 million in the prior year period, a decrease of $3.4 million primarily related to the full amortization of all definite lived intangible assets in our RU Segment in 2024.

Depreciation and amortization expenses as a percentage of revenue was 2.5% and 3.4% for the nine months ended September 30, 2025, and 2024, respectively.

Loss on sale of subsidiary.

For the nine months ended September 30, 2025, we recorded a $3.9 million pre-tax loss on sale of subsidiary relating to the sale of GSUSA.

There was no loss on sale of subsidiary in the prior year.

Depreciation and amortization expenses were $4.2 million for the three months ended March 31, 2026, compared to $4.0 million in the prior year period, a decrease of $0.2 million.

Depreciation and amortization expenses as a percentage of revenue were 2.4% for the three months ended March 31, 2026, and 2025, respectively.

Loss on extinguishment of debt.

For the three months ended March 31, 2026, we recorded a $1.7 million loss on extinguishment of debt relating to the refinance of our corporate debt.

There was no loss on extinguishment of debt in the prior year.

Loss on assets held for sale.

For the nine months ended September 30, 2025, the $1.5 million pre-tax non-cash loss on assets held for sale is for real property located in Charles Town, West Virginia in our APUS Segment.

There was no loss on assets held for sale in the prior year.

Loss on leases.

RU Segment loss on leases was $0.1 million and $3.7 million for the nine months ended September 30, 2025 and 2024, respectively.

There were no losses on assets held for sale in the three months ended March 31, 2026.

For the three months ended March 31, 2025, the $1.5 million non-cash loss on assets held for sale is for real property in Charles Town, West Virginia in our Military+ segment.

Loss on disposals of long-lived assets.

The loss on disposal of long-lived assets was $0.4 million for the nine months ended September 30, 2025, compared to a loss of $0.2 million for the nine months ended September 30, 2024.

The loss on disposal of long-lived assets was $0.2 million for the three months ended March 31, 2026, as compared to $0.2 million for the three months ended March 31, 2025.

Stock-based compensation expenses.

Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $6.1 million and $5.5 million for the nine months ended September 30, 2025, and 2024, respectively.

Stock-based compensation expenses included in instructional costs and services, selling and promotional, and general and administrative expenses were $2.3 million for each of the three months ended March 31, 2026, and 2025.

Stock-based compensation costs included accelerated expense for retirement-eligible employees and performance stock unit incentive costs.

Interest expense, net.

Interest expense, net of interest and other income, was $3.1 million and $1.5 million for the nine months ended September 30, 2025, and 2024, respectively.

The increase in net interest expense was primarily due to an increase in interest expense due to the expiration of the interest rate cap in December 2024, and a decrease in interest income earned, as compared to the prior year period.

Interest expense, net of interest and other income, was $0.7 million and $0.9 million for the three months ended March 31, 2026, and 2025, respectively.

Net interest expense in the three months ended March 31, 2026, as compared to the prior year period, decreased primarily due to a decrease in interest expense due to the refinance of corporate debt and the decrease in market rates paid in the comparable periods.

Income tax expense.

We recognized income tax expense of $7.0 million and $2.4 million for the nine months ended September 30, 2025, and 2024, respectively, or an effective tax rate of 26.8% and 43.6%, respectively.

The effective tax rate in 2025 was positively impacted by excess tax benefits related to stock compensation.

The effective tax rate in 2024 was primarily due to the $4.4 million equity investment loss not deductible for tax purposes, and an increase in non-deductible stock compensation expense in relation to taxable income in the period.

Equity investment loss.

There was no equity investment loss for the nine months ended September 30, 2025.

The equity investment loss of $4.4 million for nine months ended September 30, 2024 was related to a $3.3 million non-cash investment loss on an equity investment due to the investee entering into a new convertible debt agreements, which resulted in the conversion of our preferred stock holdings in the investee into common shares, and the dilution of our ownership percentage, and a $1.1 million loss on sale of our remaining equity method investment.

Our net income was $18.9 million and $3.1 million, for the nine months ended September 30, 2025, and 2024, respectively, an increase of $15.8 million.

This increase was related to the factors discussed above.

We recognized income tax expense of $1.5 million and $2.5 million for the three months ended March 31, 2026, and 2025, respectively, or an effective tax rate of 7.9% in 2026 and 21.7% in 2025.

The effective tax rate in both periods was positively impacted by excess tax benefits related to stock compensation as the first quarter typically includes

the majority of annual vested stock awards.

The impact on the first quarter of 2026 was more significant due to the increase in share price, in comparison to the prior period.

Our net income was $17.7 million and $8.9 million for the three months ended March 31, 2026, and 2025, respectively, an increase of $8.8 million.

This increase was due to the factors discussed above.

Preferred stock dividends.

Preferred stock dividends were $2.8 million and $4.6 million, for the nine months ended September 30, 2025, and 2024, respectively.

The decrease in preferred stock dividends was primarily due to the redemption of all outstanding shares of our Series A Senior Preferred Stock in June 2025.

Loss on redemption of preferred stock.

In June 2025, we redeemed all outstanding Series A Senior Preferred Stock for $43.1 million, excluding unpaid and accrued dividends of $1.4 million, resulting in a loss of $3.5 million related to the redemption premium and fees.

Net income (loss) available to common stockholders.

The net income available to common stockholders was $12.7 million, for the nine months ended September 30, 2025, compared to a net loss available to common stockholders of $1.4 million for the nine months ended September 30, 2024, an improvement of $14.1 million.

This improvement was related to the factors discussed above.

There were no preferred stock dividends for the three months ended March 31, 2026 due to the redemption of all outstanding shares of our Series A Senior Preferred Stock in June 2025.

Preferred stock dividends for the three months ended March 31, 2025 were $1.4 million.

Net income available to common stockholders.

The net income available to common stockholders was $17.7 million for the three months ended March 31, 2026, compared to a net income available to common stockholders of $7.5 million for the three months ended March 31, 2025, an improvement of $10.3 million.

This improvement was due to the factors discussed above.

Analysis of Operating Results by Reportable Segment

The following table provides details on our operating results by reportable segment for the respective periods (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(Unaudited) (Unaudited)

APUS Segment $ 83,137 $ 76,981 $ 248,814 $ 234,685

RU Segment 60,830 52,604 179,602 158,773

HCN Segment 18,440 15,493 54,250 48,349

Three Months Ended March 31,

Military+ $ 89,443 $ 83,946

Health+ 85,356 76,927

Corporate and Other (61) 3,678

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Income (loss) from operations before interest and income taxes:

APUS Segment $ 25,280 $ 20,765 $ 70,848 $ 62,143

RU Segment (1,240) (7,609) (3,288) (25,401)

HCN Segment (873) (771) (2,021) (1,819)

Military+ $ 30,718 $ 24,126

Health+ 517 (818)

Corporate and Other (9,592) (11,062)

Total income from operations before interest and income taxes $ 21,643 $ 12,246

For the three months ended September 30, 2025, the $6.2 million, or 8.0%, increase to approximately $83.1 million in revenue in our APUS Segment was primarily attributable to higher net course registrations, as compared to the prior year period.

For the three months ended March 31, 2026, the $5.5 million, or 6.5%, increase to approximately $89.4 million in revenue in our Military+ segment was primarily attributable to higher net course registrations, as compared to the prior year period.

Net course registrations increased 4.0% to approximately 106,600 from approximately 102,500 in the prior year period, primarily due to increases in military registrations from students utilizing TA, and military-affiliated students utilizing VA education benefits.

Income from operations before interest and income taxes increased to $25.3 million during the three months ended September 30, 2025, from $20.8 million in the prior year period, an increase of $4.5 million, or 21.7%, and was primarily due to an increase in revenue as well as a decrease in information technology costs, partially offset by increases in advertising costs, employee compensation costs, and bad debt expense, as compared to the prior year period.

For the nine months ended September 30, 2025, the $14.1 million, or 6.0%, increase to approximately $248.8 million in revenue in our APUS Segment was primarily attributable to higher net course registrations, as compared to the prior year period.

Net course registrations increased 6.2% to approximately 298,800 from approximately 281,300 in the prior year period, primarily due to an increase in registrations by military-affiliated students utilizing VA and students utilizing federal student aid.

Income from operations before interest and income taxes increased to $70.8 million during the nine months ended September 30, 2025 from $62.1 million in the prior year period, an increase of $8.7 million, or 14.0%, as a result of the increase in revenue and decreases in information technology costs and professional fees, partially offset by increases in employee compensation costs, advertising costs, the loss on assets held for sale, and bad debt expense as compared to the prior year period.

For the three months ended September 30, 2025, the $8.2 million, or 15.6%, increase to approximately $60.8 million

in revenue in the RU Segment was primarily due to a 10.4% increase in total student enrollment which was driven by an 11.7% increase in on-ground enrollment, and a 10.8% increase in online enrollment, as compared to the prior year period, and the impact of tuition increases in the second half of 2024.

The loss from operations before interest and income taxes was $1.2 million and $7.6 million for the three months ended September 30, 2025, and 2024, respectively, an improvement of $6.4 million, primarily due to the increase in revenue as well as decreases in information technology costs and depreciation and amortization expenses, partially offset by an increase in employee compensation costs and classroom and course materials costs, bad debt expense, and professional fees as compared to the prior year period.

For the nine months ended September 30, 2025, the $20.8 million, or 13.1%, increase to approximately $179.6 million in revenue in the RU Segment was primarily due to a 8.4% increase in total student enrollment which was driven by a 5.9% increase in on-ground enrollment, and an 11.4% increase in online enrollment, as compared to the prior year period, and the impact of tuition increases in the second half of 2024.

The loss from operations before interest and income taxes was $3.3 million and $25.4 million for the nine months ended September 30, 2025, and 2024, respectively, an improvement of $22.1 million, primarily due to the increase in revenue as well as decreases in information technology costs, loss on leases, and depreciation and amortization expenses, partially offset by increases in employee compensation costs, classroom and course materials costs, and bad debt expense, as compared to the prior year period.

For the three months ended September 30, 2025, the $2.9 million, or 19.0%, increase to approximately $18.4 million in revenue in our HCN Segment was primarily due to a 17.6% increase in total student enrollment, as compared to the prior year period.

The loss from operations before interest and income taxes was $0.9 million and $0.8 million during the three months ended September 30, 2025, and 2024, respectively, a decline of $0.1 million, primarily due to the increase in revenue offset by increases in employee compensation costs, classroom and course materials costs, information technology costs, and bad debt expense, as compared to the prior year period.

For the nine months ended September 30, 2025, the $5.9 million, or 12.2%, increase to approximately $54.3 million in revenue in our HCN Segment was primarily due to a 13.5% increase in total student enrollment, as compared to the prior year period.

The loss from operations before interest and income taxes was $2.0 million and $1.8 million during the nine months ended September 30, 2025, and 2024, respectively, a decline of $0.2 million, primarily due to the increase in revenue offset by increases in employee compensation costs, classroom and course materials costs, information technology costs, and bad debt expense, as compared to the prior year period.

Income from operations before interest and income taxes increased to $30.7 million during the three months ended March 31, 2026, from $24.1 million in the prior year period, an increase of $6.6 million, or 27.3%, primarily due to the $5.5 million revenue increase as well as the $1.5 million decrease in loss on assets held for sale, partially offset by a $1.3 million increase in advertising costs, in each case as compared to the prior year period.

For the three months ended March 31, 2026, the $8.4 million, or 11.0%, increase to approximately $85.4 million in revenue in the Health+ segment was primarily due to a 7.8% increase in total student enrollment which was driven by an 10.0% increase in on-ground enrollment, and a 5.0% increase in online enrollment, as compared to the prior year period, and the impact of tuition increases in the second half of 2025.

Income from operations before interest and income taxes was $0.5 million for the three months ended March 31, 2026, and a loss of $0.8 million for the three months ended March 31, 2025, respectively, an improvement of $1.3 million.

The increase was primarily due to the increase in revenue of $8.4 million, partially offset by increases of $2.8 million in classroom and course materials costs, $1.9 million in advertising costs, $1.4 million in instructional cost and services employee compensation costs, and $0.8 million in bad debt expense, as compared to

the prior year period.

Liquidity and Capital Resources

Cash, cash equivalents, and restricted cash were $193.1 million and $158.9 million at September 30, 2025, and December 31, 2024, respectively, representing an increase of $34.2 million, or 21.5%.

The increase was primarily due to the collection of TA accounts receivable at APUS, the proceeds from the sale of assets held for sale, and the improved financial performance at RU, partially offset by cash used to redeem our Series A Senior Preferred Stock.

Cash, cash equivalents, and restricted cash were $221.0 million and $176.5 million at March 31, 2026, and December 31, 2025, respectively, representing an increase of $44.5 million, or 25.2%.

The increase was primarily due to the collection of TA accounts receivable in the Military+ segment, and our improved financial performance, partially offset by cash used to repurchase common stock and the additional principal paydown of corporate debt.

We have historically financed operating activities and capital expenditures with cash provided by operating activities.

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For more on our material cash requirements from known contractual and other obligations, please refer to the section entitled “Contractual Obligations” in Item 7 of Part II of our Annual Report.

On October 1, 2025, DoD TA programs were temporarily suspended as a result of the U.S.

federal government shutdown.

APUS estimates that, as a result, approximately 12,700 APUS course registrations were dropped on October 11, 2025, for students who intended to use TA funds.

Approximately 1,700 course registrations were not dropped for students using TA funds that had been authorized in the prior government fiscal year.

Accordingly, APUS estimates that, as a result of the government shutdown, October 2025 net course registrations declined by approximately 35%, as compared to October 2024.

On October 24, 2025, the Navy announced that TA funding was restored for classes starting on or before December 31, 2025 using OBBBA TA Funds.

Additionally, we learned that certain individuals responsible for oversight of the voluntary education programs at the Army, Air Force, Navy, and Marines returned to their roles and, in the cases of the Army, Air Force, and Navy have begun approving TA funds using OBBBA TA Funds.

As of November 10, 2025, APUS estimates that it was able to recover approximately 5,000 course registrations for November 2025 course starts by students using TA funds.

the impact of October 2025 and November 2025 course registrations from students using TA funds are known generally, December 2025 registrations are uncertain.

Accordingly, at this time, the full impact of the shutdown and any mitigating actions on APUS’s operating results for the fourth quarter of 2025 is uncertain.

However, as the 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 uncertain, we are unable to fully predict the impact the shutdown may have on our operating results.

We derive a significant portion of our revenue from our participation in ED’s Title IV programs, for which disbursements are governed by federal regulations.

We have typically received disbursements under Title IV programs within 30 days of the start of the applicable course or term.

Other significant sources of revenue are derived from TA and VA education benefits.

Generally, these funds are received within 60 days of the start of the courses to which they relate.

However, in September 2023, APUS changed its approach to invoicing for TA, taking longer to bill TA, which had the effect of delaying payments from 2023 to 2024.

Due to this change in the approach to invoicing TA in the fourth quarter of 2023, in 2024 APUS collected approximately $22.1 million from TA related to periods prior to 2024.

In January 2024, APUS separately revised its billing policy for students utilizing TA from two weeks to five weeks after course start date to nine weeks after the course start date.

In December 2024, APUS again changed its approach to invoicing for TA, taking longer to bill TA, and as a result of this change, during the nine months ended September 30, 2025, APUS collected approximately $32.5 million from TA related to periods prior to 2025.

The change in billing approach increased operating cash flow and bad debt expense in 2025 and may cause the “90%” side of the ratio to increase in 2025 or future years, which could have an adverse impact on our cash flow and results of operations, as well as APUS’s ability to comply with the 90/10 Rule in 2025 or future years.

In July 2025, APUS again delayed billing to certain branches, further delaying payments until 2026.

We estimate that this delay in APUS’s billing approach implemented beginning in July 2025 will result in approximately $33.0 million of receivables that we would have expected to receive in 2025 to be received in 2026.

ED evaluates institutions on an annual basis for compliance with specified financial responsibility standards, including a composite score calculation based on a complex formula using line items from the institution’s audited financial statements.

Generally, an institution’s composite score must be at least 1.5 for the institution to be deemed financially responsible.

A composite score between 1.0 and 1.5 is considered by ED to be in the “zone.” An institution in the “zone” may still participate in Title IV programs as a financially responsible institution through the “zone alternative” as set forth in ED regulations.

On April 9, 2025, ED notified us that according to its calculations, we had a fiscal year end 2023 consolidated composite score of 1.3 and our institutions were therefore in the “zone.” On April 13, 2025, we timely informed ED that we selected the “zone alternative” as the alternative basis on which we establish financial responsibility.

As a result, APUS, RU and HCN currently operate under the zone alternative to establish financial responsibility.

Under the zone alternative, we are required to:

(i) make Title IV disbursements to eligible students and parents under the heightened cash monitoring payment method, or HCM1, pursuant to which we would be required to first make disbursements to eligible students and parents and pay any credit balances before we request or receive funds from ED for the amount of those disbursements;

(ii) notify ED of certain oversight and financial events;

and (iii) require our auditors to express an opinion on our compliance with the requirements under the zone alternative.

Our placement on HCM1 status did not have a significant impact on our financial results for the three and nine months ended September 30, 2025, and 2024.

As of December 31, 2024, restricted cash included a $25.4 million restricted certificate of deposit to secure a letter of credit for the benefit of ED on behalf of RU in connection with RU’s 2020 composite score, which is used by ED for determining compliance with financial responsibility standards, being below the minimum required.

In May 2025, the letter of credit was released by ED, and the related cash was thereby no longer restricted.

Our Credit Agreement contains financial covenants that require us to maintain a Total Net Leverage Ratio (as defined in each respective agreement) of no greater than 2.00 to 1.00 and 0.75 to 1.00, respectively, subject to certain exceptions.

Our Total Net Leverage Ratio, under the Credit Agreement, at September 30, 2025, was negative 0.46 due to the growth in both cash and earnings, and the reduction in restricted cash.

The net leverage ratio at December 31, 2024 was 0.20.

While we do not anticipate that a higher leverage ratio will have material limitations on our expected operations for 2025, it could result in reduced operational flexibility in 2026 and future years.

Capital expenditures could be higher in the future as a result of, among other things, additional expenditures for technology or other business capabilities, the maintenance of existing campuses at RU and HCN, the opening of new campuses or the consolidation of existing campuses at RU and HCN, the acquisition or lease of existing structures or potential new construction projects, and necessary tenant improvements that arise as a result of our ongoing evaluation of our space needs and opportunities for physical growth.

Another significant source of revenue is derived from TA from the DoD and programs from the VA.

Generally, VA funds are received within 60 days of the start of the courses to which they relate, and TA funds received within 30 days of the invoice date.

APUS generally invoices for TA approximately nine weeks after the start of a course, and may change its billing approach as in the past, which has had the effect of delaying payments from one period into another.

For example, in July 2025, APUS delayed billing to certain branches, further delaying payments until 2026, which could have an adverse impact on APUS’s ability to comply with the 90/10 Rule in 2026 or future years.

The change in TA billing practice added to our accounts receivable as of December 31, 2025, and resulted in an increase to our leverage ratio as of December 31, 2025, under our Credit Agreement as defined and discussed in “Note 7.

Long-term Debt”.

During the three months ended March 31, 2026, APUS collected approximately $33.3 million from TA related to the 2025 delayed billings.

On March 2, 2026, we completed the first step of the Combination, and we anticipate completing the Combination in the third quarter of 2026, subject to obtaining required approvals.

For the years ended December 31, 2025, and 2024, we incurred $3.5 million and $2.2 million in professional fees, respectively, related to the Combination.

For the three months ended March 31, 2026, we incurred $0.9 million in professional fees and expect to incur between approximately $1.0 million and $3.0 million in professional fees in 2026 to complete the Combination.

That certain Credit Agreement dated as of September 1, 2021, as amended, by and among the Company, as borrower, the lenders from time to time party thereto, and Macquarie Capital Funding, LLC, as administrative agent and collateral agent, or the Prior Credit Agreement, contained financial covenants that required us to maintain a Total Net Leverage Ratio (as defined in the Prior Credit Agreement) of no greater than 2.00 to 1.00 and 0.75 to 1.00, respectively, which was subject to certain exceptions.

The Total Net Leverage Ratio under the Prior Credit Agreement at December 31, 2025, was negative 0.30 due to the growth in both cash and earnings and the reduction in restricted cash.

On March 9, 2026, we entered into a Credit Agreement with PNC Bank, National Association, as administrative agent and collateral agent, PNC Capital Markets LLC as joint lead arranger and bookrunner, and a syndicate of lenders, or the Lenders, or the 2026 Credit Agreement.

The 2026 Credit Agreement provides for (i) a $90.0 million senior secured term loan, or the 2026 Term Loan, and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $40.0 million, or the 2026 Revolving Credit Facility, or, together with the 2026 Term Loan, the 2026 Facilities.

The 2026 Revolving Credit Facility replaces our prior $20.0 million senior secured revolving credit facility under the Prior Credit Agreement, and the proceeds of the 2026 Term Loan, together with cash on hand, were used to repay the approximately $96.4 million principal amount outstanding under our prior $175.0 million term loan under the Prior Credit Agreement.

The 2026 Credit Agreement contains financial covenants that require us to (i) maintain a Consolidated Total Net Leverage Ratio of no greater than 2.50:1.00, (ii) maintain a Consolidated Interest Coverage Ratio of no less than 2.50:1.00 and (iii) maintain a minimum balance of domestic unrestricted cash and cash equivalents of $40.0 million.

The Consolidated Interest Coverage Ratio (as defined in the 2026 Credit Agreement) reflects a ratio of consolidated EBITDA to consolidated interest expense.

The Consolidated Total Net Leverage Ratio, under the 2026 Credit Agreement, at March 31, 2026, was negative 0.10.

For more information on the 2026 Facilities and their terms, please refer to “Note 7.

Long-Term Debt”.

Capital expenditures could be higher in the future as a result of, among other things, additional expenditures for technology or other business capabilities, the maintenance of existing campuses at Health+, the opening or closing of campuses or the consolidation of existing campuses at Health+, the acquisition or lease of existing structures or potential new construction

projects, and necessary tenant improvements that arise as a result of our ongoing evaluation of our space needs and opportunities for physical growth.

We also expect to continue to explore opportunities to invest in the education industry, which could include purchasing or investing in other education-related companies or companies developing new technologies.

On June 23, 2025, APEI redeemed all 400 outstanding shares of Series A Senior Preferred Stock for $43.1 million, excluding unpaid and accrued dividends of $1.4 million.

Accordingly, no shares of preferred stock were issued or outstanding at June 30, 2025.

For additional details regarding the redemption of the Series A Senior Preferred Stock, please refer to “Note 12.

Preferred Stock” included in our Consolidated Financial Statements.

Share Repurchase Program

On March 10, 2026, the Board approved a common stock repurchase program of up to $50 million in the aggregate.

The program replaces our prior repurchase authorizations.

For the three months ended March 31, 2026, we repurchased 17,840 shares of common stock for an aggregate purchase price of $1.0 million.

Operating Activities

Net cash provided by operating activities was $73.5 million and $47.3 million for the nine months ended September 30, 2025, and 2024, respectively.

The increase in cash from operating activities was primarily due to the collection of TA accounts receivable at APUS related to the 2024 change in TA billing approach, the improved financial performance at RU, and other changes in working capital due to the timing of receipts and payments.

Accounts receivable at September 30, 2025, decreased approximately $18.6 million compared to December 31, 2024, primarily related to TA collections in our APUS Segment.

Accounts payable, accrued liabilities, and accrued compensation and benefits at September 30, 2025, were approximately $13.6 million higher than December 31, 2024.

Net cash provided by operating activities was $63.3 million and $37.0 million for the three months ended March 31, 2026, and 2025, respectively.

The increase in cash from operating activities was primarily due to the collection of TA accounts receivable in our Military+ segment, related to the 2024 change in TA billing approach, our improved financial performance, and other changes in working capital due to the timing of receipts and payments.

Accounts receivable at March 31, 2026, decreased approximately $27.0 million compared to December 31, 2025, primarily related to TA collections in our Military+ segment.

Cash flow provided by accounts payable, accrued liabilities, and accrued compensation and benefits at March 31, 2026, were approximately $12.4 million.

Investing Activities

Net cash provided by investing activities was $10.5 million for the nine months ended September 30, 2025, compared to $17.7 million of net cash used in investing activities for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, cash provided by investing activities includes $23.0 million in proceeds from the sale of assets held for sale.

Capital expenditures were $11.8 million and $17.7 million for the nine months ended September 30, 2025, and 2024, respectively.

Prior year period capital expenditures were higher than the current year period primarily due to campus consolidations at RU and relocations at HCN that occurred in the prior year period.

Net cash used in investing activities was $2.5 million for the three months ended March 31, 2026, compared to $3.4 million of net cash used in investing activities for the three months ended March 31, 2025, mainly due to a decrease in capital expenditures in the current year period, when compared to prior year.

Financing Activities

Net cash used in financing activities was $49.8 million and $11.6 million for the nine months ended September 30, 2025, and 2024, respectively.

The increase in cash used in financial activities is due to our redemption of our Series A Senior Preferred Stock in June 2025 for $43.2 million.

Financing activities include preferred stock dividends paid of $2.8 million and $4.6 million for the nine months ended September 30, 2025, and 2024, respectively.

Financing activities for the nine months ended September 30, 2024, include $2.8 million paid for the repurchase of 251,146 shares of common stock and $2.6 million in principal payments on our long term debt.

Net cash used in financing activities was $16.3 million and $5.0 million for the three months ended March 31, 2026, and 2025, respectively.

The increase in cash used in financing activities in the current year period is primarily due to cash paid for the repurchase of common stock of $8.7 million, mainly relating to the deemed repurchase of our common stock to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.

In the three months ended March 31, 2026, we also refinanced our corporate debt which included a $6.5 million net principal paydown and $1.1 million for debt issuance costs.

Financing activities for the three months ended March 31, 2025, included preferred stock dividends paid of $1.4 million.

Contractual Commitments

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Item 2. Management’s Discussion and Analysis