What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 129 added, 109 removed, 456 unchanged (34% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

5 unchanged sentences

General and administrative

Reserve for litigation settlement

Lease termination, impairment and other

Amortization of intangible assets

1 unchanged sentence

Operating income

Interest expense

Investment interest and other

9 unchanged sentences

Consolidated Balance Sheets

September 30,

(In thousands, except par value)

24 unchanged sentences

Preferred stock, $ 0.01 par value, 10,000 shares authorized;

0 shares issued and outstanding at June 30, 2025 and December 31, 2024

0 shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value, 100,000 shares authorized;

54,178 and 54,090 shares issued and 28,234 and 28,858 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 25,944 and 25,232 shares of common stock at June 30, 2025 and December 31, 2024, respectively

54,178 and 54,090 shares issued and 28,004 and 28,858 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 26,174 and 25,232 shares of common stock at September 30, 2025 and December 31, 2024, respectively

( 2,190,582 )

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

Other comprehensive income, net of tax:

Unrealized gains (losses) on available-for-sale securities, net of taxes of $ 52 and $ 4 for the three months ended June 30, 2025 and 2024, respectively, and $ 51 and $ 22 for the six months ended June 30, 2025 and 2024, respectively

Realized gains on available-for-sale securities, net of taxes of $ 39 for the three months ended September 30, 2024, and $ 17 for the nine months ended September 30, 2024

Unrealized gains on available-for-sale securities, net of taxes of $ 121 for the three months ended September 30, 2025, and $ 172 for the nine months ended September 30, 2025

Comprehensive income

3 unchanged sentences

(In thousands)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Treasury Stock

14 unchanged sentences

( 2,150,693 )

Six Months Ended June 30, 2024

Comprehensive income

Common stock purchased for treasury

Restricted shares forfeited

Share-based compensation

Balance at September 30, 2025

( 2,190,582 )

GRAND CANYON EDUCATION, INC.

Consolidated Statement of Stockholders’ Equity

(In thousands)

Nine Months Ended September 30, 2024

Treasury Stock

14 unchanged sentences

( 1,918,810 )

Comprehensive income

Common stock purchased for treasury

Restricted shares forfeited

Share-based compensation

Balance at September 30, 2024

( 1,958,837 )

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

5 unchanged sentences

Deferred income taxes

Reserve for litigation settlement

Lease termination, impairment and other

Other, including fixed asset disposals

7 unchanged sentences

Net cash provided by operating activities

Cash flows used in investing activities:

Cash flows (used in) provided by investing activities:

Capital expenditures

4 unchanged sentences

Proceeds from sale or maturity of investments

Net cash used in investing activities

Net cash (used in) provided by investing activities

Cash flows used in financing activities:

19 unchanged sentences

GCE has developed significant technological solutions, infrastructure and operational processes to provide services to these institutions on a large scale.

GCE’s most significant university partner is Grand Canyon University (“GCU”), an Arizona non-profit corporation, a comprehensive regionally accredited university that offers graduate and undergraduate degree programs, emphases and certificates across ten colleges both online, on ground at its campus in Phoenix, Arizona and at ten off-campus classroom and laboratory sites.

We also provide education services to numerous university partners across the United States.

1 unchanged sentence

In addition, we have provided certain services to a university partner to assist them in expanding their online graduate programs.

As of June 30, 2025, GCE provides education services to 20 university partners across the United States.

As of September 30, 2025, GCE provides education services to 20 university partners across the United States.

Summary of Significant Accounting Policies

10 unchanged sentences

As of December 31, 2024 the Company had no investments.

As of June 30, 2025, the Company considered its investments in corporate bonds, agency bonds, treasury bills and commercial paper as available-for-sale securities based on the Company’s intent for the respective securities.

As of September 30, 2025, the Company considered its investments in corporate bonds, agency bonds, treasury bills and commercial paper as available-for-sale securities based on the Company’s intent for the respective securities.

Available-for-sale securities are carried at fair value, determined using Level 1 and Level 2 of the hierarchy of valuation inputs, with the use of inputs other than quoted prices that are observable for the assets.

4 unchanged sentences

On July 1, 2018, the Company consummated an Asset Purchase Agreement (the “Asset Purchase Agreement”) with GCU.

In conjunction with the Asset Purchase Agreement, the Company and GCU entered into a long-term master services agreement pursuant to which the Company provides identified technology and academic services, counseling services and support, marketing and communication services, and several back-office services to GCU in return for 60 %

In conjunction with the Asset Purchase Agreement, the Company and GCU entered into a long-term master services agreement (the “Master Services Agreement”) pursuant to which the Company provides identified technology and academic services, counseling services and support, marketing and communication services, and several back-office

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

of GCU’s tuition and fee revenue.

services to GCU in return for 60 % of GCU’s tuition and fee revenue.

Except for identified liabilities assumed by GCU, GCE retained responsibility for all liabilities of the business arising from pre-closing operations.

16 unchanged sentences

The Company has concluded that the most appropriate method to amortize the deferred content assets is on a straight-line basis over the estimated life of the course, which is generally four years which corresponds with course’s review and major revision cycle.

As of June 30, 2025 and December 31, 2024, $ 519 and $ 658 , respectively, net of amortization, of deferred content assets are included in other assets, long-term in the Company’s consolidated balance sheets and amortization is included in technical and academic services where the costs originated.

As of September 30, 2025 and December 31, 2024, $ 468 and $ 658 , respectively, net of amortization, of deferred content assets are included in other assets, long-term in the Company’s consolidated balance sheets and amortization is included in technical and academic services where the costs originated.

Long-Lived Assets

23 unchanged sentences

The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable.

There were no indicators that the carrying amount of the finite-lived intangible assets were impaired as of June 30, 2025.

There were no indicators that the carrying amount of the finite-lived intangible assets were impaired as of September 30, 2025.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets.

36 unchanged sentences

The Company utilizes the allowance method to provide for doubtful accounts based on its evaluation of the expected credit losses.

There have been no amounts written off and no reserves established as of June 30, 2025 given historical collection experience and an evaluation of reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers such as known credit risk or industry trends.

There have been no amounts written off and no reserves established as of September 30, 2025 given historical collection experience and an evaluation of reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers such as known credit risk or industry trends.

The Company will continue to review and revise its allowance methodology based on its collection experience with its partners.

2 unchanged sentences

Given that the Fall semester ends just prior to December 31 of each year, unbilled revenue is low at year end (whereas a semester is ongoing at the end of each other fiscal quarter, and unbilled revenue is thus higher at the end of our first three quarters).

Our unbilled revenue of $ 3,296 and $ 115 as of June 30, 2025 and December 31, 2024, respectively, are included in accounts receivable in our consolidated balance sheets.

Our unbilled revenue of $ 11,180 and $ 115 as of September 30, 2025 and December 31, 2024, respectively, are included in accounts receivable in our consolidated balance sheets.

Deferred revenue represents the excess of amounts received as compared to amounts recognized in revenue on our consolidated statements of income as of the end of the reporting period, and such amounts are reflected as a current liability on our consolidated balance sheets.

1 unchanged sentence

These payments are recorded as deferred revenue until the services are delivered and revenue is recognized.

Allowance for Credit Losses

The Company records its accounts receivable at the net amount expected to be collected.

Our accounts receivable are derived through education services provided to university partners.

The Company maintains an allowance

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

for credit losses resulting from our university partners not making payments.

Allowance for Credit Losses

The Company records its accounts receivable at the net amount expected to be collected.

Our accounts receivable are derived through education services provided to university partners.

The Company maintains an allowance for credit losses resulting from our university partners not making payments.

The Company determines the adequacy of the allowance by periodically evaluating each university partner’s balance, considering their financial condition and credit history, and considering current and forecasted economic conditions.

23 unchanged sentences

If the loss is not probable or the amount of the potential loss is not estimable, the Company will disclose the claim if the likelihood of a potential loss is reasonably possible and the amount of the potential loss could be material.

Estimates that are particularly sensitive to future changes include tax, legal, and other regulatory matters, which are subject to change as events evolve, and as additional information becomes available during the administrative and litigation process.

The Company expenses legal fees as incurred.

Estimates that are particularly sensitive to future changes include tax, legal, and other

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

regulatory matters, which are subject to change as events evolve, and as additional information becomes available during the administrative and litigation process.

The Company expenses legal fees as incurred.

Concentration of Credit Risk

The Company believes the credit risk related to cash equivalents and investments is limited due to its adherence to an investment policy that requires investments to have a minimum BBB rating, depending on the type of security, by at least one major rating agency at the time of purchase.

All of the Company’s cash equivalents and investments as of June 30, 2025 and December 31, 2024 consist of investments rated BBB or higher by at least one rating agency.

All of the Company’s cash equivalents and investments as of September 30, 2025 and December 31, 2024 consist of investments rated BBB or higher by at least one rating agency.

Additionally, the Company utilizes at least one financial institution to conduct initial and ongoing credit analysis on its investment portfolio to monitor and lower the potential impact of market risk associated with its cash equivalents and investment portfolio.

1 unchanged sentence

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

At June 30, 2025 and December 31, 2024, the Company had $ 191,528 and $ 323,124 , respectively, in excess of the FDIC insured limit.

At September 30, 2025 and December 31, 2024, the Company had $ 96,534 and $ 323,124 , respectively, in excess of the FDIC insured limit .

The Company is also subject to credit risk for its accounts receivable balance.

Our dependence on our most significant university partner, GCU, with 89.4 % and 88.4 % of total service revenue for the six-month periods ended June 30, 2025 and 2024, respectively, subjects us to the risk that declines in our customer’s operations would result in a sustained reduction in service revenue for the Company.

Our dependence on our most significant university partner, GCU, with 89.1 % and 88.3 % of total service revenue for the nine-month periods ended September 30, 2025 and 2024, respectively, subjects us to the risk that declines in our customer’s operations would result in a sustained reduction in service revenue for the Company.

Use of Estimates

17 unchanged sentences

2024-03 does not change or remove existing expense disclosure requirements but requires disaggregated disclosures about certain expense categories and captions, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses.

2024-03 will become effective for us in fiscal year 2027 and in the first quarter of fiscal year 2028 for interim reporting.

Retrospective application is permitted.

The Company does not

2024-03 will become effective for us in fiscal year 2027 and in

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

expect the adoption of this guidance to have a material impact on the Company’s financial condition, results of operations or cash flows.

the first quarter of fiscal year 2028 for interim reporting.

Retrospective application is permitted.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial condition, results of operations or cash flows.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)”.

ASU 2025-06 removes all references to project stages throughout ASC 350-40 and clarifies the applicable threshold to begin capitalizing costs.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

Adoption of this ASU should be applied using a prospective transition approach, a modified transition approach based on project status or a retrospective transition approach.

The Company is currently evaluating the impact of this new standard on our financial statements and disclosures.

The Company has determined that no other recent accounting pronouncements apply to its operations or could otherwise have a material impact on its consolidated financial statements.

As of June 30, 2025 the Company had investments of $ 181,621 classified as available-for-sale securities.

As of September 30, 2025 the Company had investments of $ 179,691 classified as available-for-sale securities.

The Company had no investments at December 31, 2024 as it sold all its investments in the third quarter of 2024 and the proceeds were invested in cash and cash equivalents.

As of June 30, 2025

As of September 30, 2025

Corporate bonds

Commercial paper

Treasury bills

Total investments

For the six months ended June 30, 2025 and 2024, the net unrealized gains and (losses) were $ 165 and ($ 69 ) , respectively, net of taxes.

For the nine months ended September 30, 2025, the net unrealized gains were $ 551 , net of taxes.

For the nine months ended September 30, 2024, the net realized gains were $ 57 , net of taxes.

Available-for-sale debt securities are carried at fair value on the consolidated balance sheets.

5 unchanged sentences

Diluted earnings per common share reflects the assumed conversion of all potentially dilutive securities, consisting of restricted stock awards, for which the estimated fair value exceeds the exercise price, less shares which could have been purchased with the related proceeds, unless anti-dilutive.

For employee equity awards, repurchased shares are also included for any unearned compensation adjusted for tax.

For employee equity awards, repurchased shares are also included for any unearned compensation adjusted for

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

The table below reflects the calculation of the weighted average number of common shares outstanding, on an as if converted basis, used in computing basic and diluted earnings per common share.

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Basic weighted average shares outstanding

1 unchanged sentence

Diluted weighted average shares outstanding

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

Diluted weighted average shares outstanding excludes the incremental effect of unvested restricted stock in accordance with the treasury stock method.

For both of the three-month periods ended June 30, 2025 and 2024, approximately nil , and for the six-month periods ended June 30, 2025 and 2024, approximately 30 and 39 , respectively, of the Company’s restricted stock awards outstanding were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive.

For both of the three-month periods ended September 30, 2025 and 2024, approximately nil , and for the nine-month periods ended September 30, 2025 and 2024, approximately 20 and 26 , respectively, of the Company’s restricted stock awards outstanding were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive.

These restricted stock awards could be dilutive in the future.

1 unchanged sentence

Property and equipment consist of the following:

September 30,

Land improvements

9 unchanged sentences

Amortizable intangible assets consist of the following as of:

June 30, 2025

September 30, 2025

Average Useful

2 unchanged sentences

Total amortizable intangible assets, net

Amortization expense for university partner relationships and trade names for the years ending December 31:

The Company has operating leases for off-campus classroom and laboratory sites, office space, office equipment, and optical fiber communication lines.

These leases have remaining lease terms that range from seven months to 10 years and six month s.

At lease inception, we determine the lease term by assuming no exercises of renewal

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

options due to the Company’s constantly changing geographical needs for its university partners.

Amortization expense for university partner relationships and trade names for the years ending December 31:

The Company has operating leases for off-campus classroom and laboratory sites, office space, office equipment, and optical fiber communication lines.

These leases have remaining lease terms that range from four months to 11 years .

At lease inception, we determine the lease term by assuming no exercises of renewal options due to the Company’s constantly changing geographical needs for its university partners.

Leases with an initial term of 12 months or less are not recorded in the consolidated balance sheets and we recognize lease expense for these leases on a straight-line basis over the lease term.

The Company had operating lease costs of $ 8,749 and $ 8,037 for the six-month periods ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had $ 16,545 of non-cancelable operating lease commitments for three off-campus classroom and laboratory sites that had not yet commenced.

The Company had operating lease costs of $ 13,306 and $ 12,350 for the nine-month periods ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the Company had a $ 6,472 of non-cancelable operating lease commitments for one off-campus classroom and laboratory sites that had not yet commenced.

The Company’s weighted-average remaining lease term relating to its operating leases is 7.43 years, with a weighted-average discount rate of 4.43 % .

The cash paid for operating lease liabilities was $ 8,358 and $ 7,279 for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had no financing leases.

Future payment obligations with respect to the Company’s operating leases, which were existing at June 30, 2025, by year and in the aggregate, are as follows:

The cash paid for operating lease liabilities was $ 12,720 and $ 11,054 for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the Company had no financing leases.

Future payment obligations with respect to the Company’s operating leases, which were existing at September 30, 2025, by year and in the aggregate, are as follows:

Year Ending December 31,

9 unchanged sentences

With respect to the majority of pending litigation matters, the Company’s ultimate legal and financial responsibility, if any, cannot be estimated with certainty and, in most cases, any potential losses related to those matters are not considered probable.

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

Upon resolution of any pending legal matters, the Company may incur charges in excess of presently established reserves.

12 unchanged sentences

In December 2020, the court granted our motion to dismiss as to one of three counts and granted the motion to transfer but only upon conclusion of pretrial proceedings.

In September 2021, we filed

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

a motion for summary judgment which the Massachusetts court denied in September 2022.

In September 2021, we filed a motion for summary judgment which the Massachusetts court denied in September 2022.

Subsequently, the matter was transferred to the Arizona court and trial was scheduled for late April 2024.

In the interim, we filed a motion for reconsideration of the summary judgment ruling in September 2023.

Prior to trial commencing, we and the relator reached an agreement to stay trial while the parties attempt to finalize the terms upon which the litigation could be concluded.

Having been unsuccessful in reaching terms with the relevant parties, which would have avoided litigation, the Court has rescheduled the trial for October 2025.

The parties have recommenced settlement discussions, but consummation of any settlement is contingent upon certain regulatory approvals from applicable U.S.

government agencies that are yet to be received.

For any future settlement to be affected, all parties to the litigation, including the applicable U.S.

government agencies, will need to agree on acceptable terms, both monetary and non-monetary, and we do not have certainty at this point as to whether those terms will be agreed upon.

We believe that the compensation practices at issue in the complaint, which were developed with the guidance of outside regulatory counsel specifically to comply with Title IV and its regulations and relevant case law interpreting the incentive compensation rule, do not violate applicable law.

The Company intends to defend itself vigorously in this legal proceeding.

The outcome of this legal proceeding is uncertain at this point.

At present, the Company cannot reasonably estimate a range of loss for this action based on the information available to the Company.

Accordingly, the Company has not accrued any liability associated with this action.

After numerous motions and unsuccessful settlement talks over a period of years, the parties recommenced settlement discussions in spring 2025, with any such settlement being contingent upon approvals from applicable U.S.

government agencies and final agreement by all parties on acceptable terms, both monetary and non-monetary.

As disclosed in the Company’s Form 8-K filed with the SEC on October 30, 2025, the Company, the relator, the U.S.

Department of Justice and ED have reached settlement terms that are acceptable to all parties.

Under these terms, which are subject to final review by the Court, the Company has agreed to pay $ 35.0 million and ED has agreed that the Company’s current enrollment counselor compensation and related plans do not violate the law prohibiting incentive compensation.

The Court has scheduled a hearing for its review mid-November 2025, and the settlement is not effective until the Court reviews it and the parties sign the final settlement agreement.

We have nevertheless recorded the settlement amount in our financial statements for the period ended September 30, 2025.

Matters Related to GCU Graduate Program Disclosures and Related Matters.

The Company is a party to several matters alleging that, in the performance of its marketing services provided on behalf of GCU, it made false or misleading representations regarding the time to complete and the costs associated with and/or accreditation issues related to certain GCU graduate programs, and (in the case of the FTC matter noted below) also made false or misleading representations regarding GCU’s non-profit status and made telemarketing calls to phone numbers on do not call lists.

These matters include:

11 unchanged sentences

On June 17, 2025, the parties filed a Joint Motion and Proposed Order Staying Case for 60-Days to Consider Non-Settlement Resolution of the Case.

The Motion noted that the parties had discussed a proposed non-settlement resolution of the matter and requested a stay of the litigation for 60 days to allow for a vote of the Commission with respect to the proposed resolution.

The Court granted the Motion and ordered a 60-day stay of the litigation on June 20, 2025.

On August 15,

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

2025, the Commission voted unanimously to dismiss the case in its entirety and the case was terminated with prejudice on August 19, 2025.

Grand Canyon Education, Inc., et al .

3 unchanged sentences

The defendants include the Company along with our chief executive officer, chief operating officer and chief financial officer.

On May 27, 2022, after significant motions practice, the Company filed an amended motion to dismiss and a motion to strike certain allegations in Plaintiff’s amended complaint.

On August 8, 2023, the court presiding over the dispute entered two orders:

(1) an order granting in part the Company’s motion to dismiss as to

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

Ogdon’s RICO claim from the case and to dismiss the individual Defendants;

and (2) an order granting in part the Company’s motion to strike scandalous and impertinent allegations in Ogdon’s complaint about our business.

Shortly thereafter on August 22, 2023, Plaintiff moved the court to reconsider its dismissal of the RICO claim.

Though discovery had commenced, and the Company substantially completed its discovery obligations on the state-law claims, discovery was stayed on March 18, 2024, pending mediation and the disposition of Ogdon’s motion for reconsideration.

On March 29, 2024, the court issued an order reinstating Plaintiff’s RICO claim.

On September 26, 2024, the court lifted the stay on discovery, and discovery resumed.

In July 2025, the plaintiff filed a Second Amended Complaint and added an additional plaintiff.

The Company’s answer to the Second Amended Complaint is due August 19, 2025.

There is currently no trial date scheduled in this matter.

The Company filed a motion to dismiss the Second Amended Complaint on August 19, 2025.

The court has not yet ruled on the motion.

Discovery is ongoing, and there is currently no trial date scheduled in this matter.

● Valerio, et al.

3 unchanged sentences

The Company filed a motion to dismiss the complaint on May 12, 2025.

The motion to dismiss is still pending, and there is currently no trial date scheduled in this matter.

We believe that the Company’s representations made in marketing materials or by our employees regarding GCU’s non-profit status and doctoral program requirements were at all times accurate and not false or misleading, and thus did not violate applicable law.

In addition, to the extent the representations we made or actions we took that are at issue in these proceedings were done or taken after July 1, 2018 at the direction of GCU and/or based on written instructions, or advertising or web materials, provided to us for use by GCU, GCU has agreed to indemnify us in part under the terms of the Master Services Agreement for our losses and expenses arising from these matters.

With regard to the FTC’s claims under the Telemarketing Sales Rule, we only make telemarketing calls to individuals who have demonstrated interest in speaking to us about educational opportunities at GCU, which are permitted by the rule.

On September 17, 2025, the court denied the motion to dismiss.

The court held a status conference on October 9, 2025, to address issues of case management.

The court has not yet issued a case management conference.

There is currently no trial date scheduled in this matter.

We believe that the Company’s representations made in marketing materials or by our employees regarding GCU’s doctoral program requirements were at all times accurate and not false or misleading, and thus did not violate applicable law.

The Company intends to defend itself vigorously in each of these legal proceedings.

5 unchanged sentences

The Company makes equity incentive grants pursuant to our 2017 Equity Incentive Plan (the “2017 Plan”) under which a maximum of 3,000 shares may be granted.

As of June 30, 2025, 873 shares were available for grants under the 2017 Plan.

As of September 30, 2025, 873 shares were available for grants under the 2017 Plan.

Restricted Stock

During the six months ended June 30, 2025, the Company granted 86 shares of common stock with a service vesting condition to certain of its executives, officers and employees.

During the nine months ended September 30, 2025, the Company granted 86 shares of common stock with a service vesting condition to certain of its executives, officers and employees.

The restricted shares have voting rights and vest in five annual installments of 20 %, with the first installment vesting in March of the calendar year following the date of grant (the “first vesting date”) and subsequent installments vesting on each of the four anniversaries of the first vesting date.

Upon vesting, shares will be withheld in lieu of taxes equivalent to the minimum statutory tax withholding required to be paid when the restricted stock vests.

During the six months ended June 30, 2025, the Company withheld 53 shares of common stock in lieu of taxes at a cost of $ 9,463 on the restricted stock vesting dates.

During the nine months ended September 30, 2025, the Company withheld 53 shares of common stock in lieu of taxes at a cost of $ 9,463 on the restricted stock vesting dates.

In June 2025, following the annual stockholders meeting, the Company granted 2 shares of common stock to the non-employee members of the Board of Directors.

1 unchanged sentence

On June 30, 2024, a named executive officer resigned for “good reason” which resulted in an acceleration of the next tranche of restricted stock awards that would have vested on March 1, 2025.

As a result, the incremental share-based compensation expense from the modification on five restricted stock awards for the accelerated vesting date was

As a result, the incremental share-based compensation expense from the modification on five restricted stock awards for the accelerated vesting date was $ 558 and is included in the general and administrative expenses in the Company’s consolidated income statement.

In July of 2024, 5 shares vested and 2 shares were withheld in lieu of taxes at a cost of $ 324 on the accelerated vesting date.

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

$ 558 and is included in the general and administrative expenses in the Company’s consolidated income statement.

In July of 2024, 5 shares vested and 2 shares were withheld in lieu of taxes at a cost of $ 324 on the accelerated vesting date.

A summary of the activity related to restricted stock granted under the 2017 Plan since December 31, 2024 is as follows:

3 unchanged sentences

Forfeited, canceled or expired

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

Share-based Compensation Expense

The table below outlines share-based compensation expense for the six months ended June 30, 2025 and 2024 related to restricted stock granted:

The table below outlines share-based compensation expense for the nine months ended September 30, 2025 and 2024 related to restricted stock granted:

Technology and academic services

11 unchanged sentences

The amount and timing of future share repurchases, if any, will be made as market and business conditions warrant.

During the six months ended June 30, 2025 the Company repurchased 654 shares of common stock, at an aggregate cost of $ 115,773 .

As of June 30, 2025, there remained $ 183,875 available under its current share repurchase authorization.

During the nine months ended September 30, 2025 the Company repurchased 874 shares of common stock, at an aggregate cost of $ 156,749 .

As of September 30, 2025, there remained $ 144,381 available under its current share repurchase authorization.

Shares repurchased in lieu of taxes are not included in the repurchase plan totals as they were approved in conjunction with the restricted share awards.

3 unchanged sentences

The following transactions were in the normal course of operations and were measured at the exchange amount, which was the amount of consideration established and agreed to by the parties.

As of and for the six months ended June 30, 2025 and 2024, related party transactions consisted of the following:

As of and for the nine months ended September 30, 2025 and 2024, related party transactions consisted of the following:

GCE Community Fund (“GCECF”) - GCECF was initially formed in 2014.

GCECF makes grants for charitable, educational, literary, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”), including for such purposes as the making of distributions to organizations that qualify as

The Company’s Chief Executive Officer serves as the president of GCECF and GCECF’s board of directors is comprised entirely of Company executives.

The Company is

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

exempt organizations under Section 501 (c)(3) of the Code.

The Company’s Chief Executive Officer serves as the president of GCECF and GCECF’s board of directors is comprised entirely of Company executives.

The Company is not the primary beneficiary of GCECF, and accordingly, the Company does not consolidate GCECF’s activities with its financial results.

The Company made a voluntary charitable contribution of $ 500 for the six months ended June 30, 2025, of which no amounts were owed as of June 30, 2025.

not the primary beneficiary of GCECF, and accordingly, the Company does not consolidate GCECF’s activities with its financial results.

The Company made a voluntary charitable contribution of $ 500 for the nine months ended September 30, 2025, of which no amounts were owed as of September 30, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements