What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-18 compared with 2025-02-19 · 155 added, 112 removed, 498 unchanged (35% of the section changed)

1 unchanged sentence

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 that operates a comprehensive regionally accredited university that offers graduate and undergraduate degree programs, emphases and certificates across ten colleges both online and on ground at its campus in Phoenix, Arizona and at eight off-campus classroom and laboratory sites.

As of December 31, 2024, GCE provided education services and support to approximately 127,150 students with more than 123,100 students enrolled in GCU’s programs, emphases and certificates.

As of December 31, 2025, GCE provided education services and support to over 136,200 students with more than 131,800 students enrolled in GCU’s programs, emphases and certificates.

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

30 unchanged sentences

GCE also designed its previous learning management system, LoudCloud which GCU used prior to Halo.

● Artificial Intelligence (“AI”) – GCE has developed a suite of AI tools, including its proprietary Mosaic platform, which provides centralized, secure, and permission-based access for students, faculty, and staff.

These solutions aim to improve operational efficiency, enhance academic support, and include training resources to advance AI literacy.

● Internal administration - We utilize a commercial customer relations management development platform to distribute, manage, track, and report on all interactions with prospective student leads as well as all active and inactive students.

21 unchanged sentences

● Class Scheduling – GCE has a class scheduling department and has developed a proprietary system to provide these services to our university partners.

Our scheduling software provides students the ability to set their class schedule and flexibility to make changes and create opportunities to complete

courses in a myriad of online or onsite options.

Our scheduling software provides students the ability to set their class schedule and flexibility to make changes and create opportunities to complete courses in a myriad of online or onsite options.

We optimize class size prior to course starts based on university partner standards, in order to maximize class resources and faculty utilization.

25 unchanged sentences

Marketing and Communication

We provide marketing and communication services that include lead acquisition, digital communication strategies, brand identity advertising, media planning and strategy, video, data science and analysis and other promotional and communication services.

GCE’s marketing leadership team approaches the marketplace with an outlook that applies the latest advancements in integrated marketing strategy and new and emerging technologies while leveraging GCE’s buying power.

This methodology embraces proven traditional and online solutions that are developed in conjunction with our university partners.

We provide comprehensive marketing and communication services that support student acquisition, engagement, and brand growth.

These services include lead acquisition, lifecycle-based digital communication strategies, brand and creative development, media planning and optimization, video production, business intelligence, market research, and other promotional and communication services.

GCE’s marketing leadership team approaches the marketplace with a data-driven, integrated marketing strategy that incorporates advanced analytics, AI, and emerging technologies, while leveraging GCE’s scale, institutional knowledge, and media buying power.

This methodology combines proven traditional and digital solutions with continuously evolving technologies and privacy-conscious practices, developed in close collaboration with our university partners to support sustainable growth and long-term brand equity.

Marketing and Communication services may include the following:

● Lead Acquisition – GCE’s marketing team employs experts across a wide breadth of digital marketing channels.

These include Search Engine Optimization, Search Engine Marketing, Social Media Optimization, organic content and strategic acquisition funnels across a variety of mobile markets.

● Digital Communications Strategy – GCE’s subject matter experts utilize best-in-class technologies through marketing automation, integrated email, SMS text messaging and social media.

GCE develops effective communication strategies that encompass the entire student lifecycle from prospect through alumni.

● Brand Identity – GCE’s award-winning team of specialists have proven track records of developing strong brands and ensuring the right image is exposed to the consumer.

GCE specializes in storytelling shaped by logo creation, positioning taglines, campaign and content development, custom music, and sonic branding.

● Media Planning and Strategy –GCE offers full-service media planning and strategies that are built to grow sophisticated brands through traditional and digital media platforms.

GCE understands today’s culture and how content is consumed in the everchanging world of media.

GCE creates robust strategies that build long lasting connections with proven results.

● Video – GCE’s team of in-house video experts specialize in high-quality content expanding across a wide variety of marketing channels.

Capabilities include broadcast-quality commercials, explainer videos, mini- and full-length documentaries, original programming, animations, motion graphics, and short, stackable video content for a variety of social media channels.

GCE enhances its internal team with preferred partners to help offset workload and provide scalability of production requirements.

● Business Intelligence and Data Science – GCE employs a team of in-house data analysis professionals who apply descriptive and prescriptive analytics to help understand the marketplace and facilitate important business decisions.

GCE specializes in all aspects of data analytics and science, including predictive modeling, data mining and visualization to enrich today’s technology and data-driven marketplace, while providing the information required for success.

● Market Research – GCE’s market research professionals survey market, population and job data for various locations across the country in order to make data-driven recommendations for new sites, partnerships, and educational offerings that will maximize reach and impact and provide education and career training to the areas where it will be most impactful.

● Lead Acquisition – GCE’s marketing team employs specialists across a broad range of digital marketing channels, supported by advanced analytics and AI-enabled optimization tools.

These channels include search engine optimization, paid search, social and programmatic media, organic content, and strategically designed acquisition funnels across desktop and mobile platforms.

Search engine optimization efforts increasingly incorporate optimization for emerging search and discovery experiences, including generative and answer-based search environments, by aligning structured content, authoritative signals, and user-intent–focused information with evolving search technologies.

Campaigns are continuously optimized using performance data, audience modeling, and attribution insights to improve efficiency and lead quality.

● Digital Communications Strategy – GCE’s subject matter experts design and execute lifecycle-based communication strategies that support prospective students, active students, and alumni.

These strategies leverage integrated marketing automation platforms, email, SMS text messaging, in-app and web personalization, and social media.

AI-assisted segmentation, content testing, and timing optimization are used to enhance relevance, engagement, and responsiveness across the student lifecycle.

● Brand Identity and Creative Strategy – GCE’s creative and brand teams develop and steward strong, differentiated brands through data-informed storytelling and creative excellence.

Capabilities include brand positioning, visual identity systems, campaign and content development, logo and tagline creation, custom music and sonic branding, and multi-channel creative execution.

Insights from consumer research, performance analytics, and AI-assisted creative testing are used to refine messaging and improve brand effectiveness.

● Media Planning and Strategy – GCE provides full-service media planning, buying, and optimization across traditional and digital platforms.

Media strategies are designed to efficiently reach and engage target audiences while adapting to changes in consumer behavior and media consumption.

Advanced measurement frameworks, audience modeling, and AI-supported optimization are used to improve performance, manage spend, and drive measurable outcomes.

● Video and Content Production – GCE’s in-house video and content teams produce high-quality, scalable content across a wide variety of marketing channels.

Capabilities include broadcast-quality commercials, explainer and instructional videos, short- and long-form documentaries, original programming, animation, motion graphics, and modular video content designed for social and digital platforms.

Production is enhanced through standardized workflows, emerging production technologies, and preferred external partners to support scalability and efficiency.

● Business Intelligence, Analytics, and Data Science – GCE employs teams of analytics and data science professionals who apply descriptive, predictive, and prescriptive analytics to support strategic and operational decision-making.

Capabilities include performance measurement, forecasting, audience modeling, attribution, data visualization, and AI-assisted analysis.

These insights support marketing optimization, enrollment strategies, and broader business initiatives in a privacy-aware and compliant manner.

● Market Research and Insights – GCE’s market research professionals analyze market, population, workforce, and employment data across geographic regions to inform decisions related to new sites, partnerships, program offerings, and marketing strategies.

Research methodologies incorporate both traditional and advanced analytical techniques to provide data-driven recommendations that align educational offerings with market demand and workforce needs.

Back-Office Services

4 unchanged sentences

● Procurement - Procurement services include management of purchasing and vendor relationships, including travel services, review of vendor contracts, and maintenance of contracts in the procurement system.

Social Responsibility and Human Capital Development

Focus on Education and Human Capital Development

Social responsibility and human capital development are a significant focus of the Company.

24 unchanged sentences

We believe that our success in attracting, retaining, and developing human capital is directly correlated to our ability to provide employees both an interesting and engaging work experience as well as opportunities for meaningful involvement in the surrounding community.

Our employees take advantage of these opportunities and share our commitment to and enthusiasm for community service projects, as well as charitable organizations throughout the Phoenix area.

Our employees take advantage of these

opportunities and share our commitment to and enthusiasm for community service projects, as well as charitable organizations throughout the Phoenix area.

Through these activities, our employees have the opportunity to volunteer and provide servant leadership that benefits the surrounding neighborhoods and West Phoenix community.

5 unchanged sentences

Employee Tuition Benefit – GCE promotes the concept of lifelong learning and supports this concept by offering its employees a generous Tuition Benefit program through its university partner, GCU.

After 3 months of continuous service, fulltime employees admitted to GCU receive a 100% tuition reduction on undergraduate and graduate programs Additionally, the tuition benefit is available for an eligible employee’s spouse or up to two children with no more than two participants receiving the benefits at any one time.

An eligible employee’s spouse or child

admitted to GCU receives a 100% tuition reduction on undergraduate programs and a 50% tuition reduction on graduate programs.

Monitoring employee engagement and satisfaction – GCE administers an annual survey of all of its employees to assess employee engagement and satisfaction.

After 3 months of continuous service, fulltime employees admitted to GCU receive a 100% tuition reduction on undergraduate and graduate programs.

Additionally, the tuition benefit is available for an eligible employee’s spouse or up to two children with no more than two participants receiving the benefits at any one time.

An eligible employee’s spouse or child admitted to GCU receives a 100% tuition reduction on undergraduate programs and a 50% tuition reduction on graduate programs.

Monitoring employee engagement and satisfaction – GCE periodically administers a survey of all of its employees to assess employee engagement and satisfaction.

GCE received responses from 1,330 employees on the 2024 survey.

6 unchanged sentences

This survey also inquired about the importance of Environmental, Social and Governance topics that employees felt are important to GCE’s business performance and financial success both internal and external impacts.

The top five selected in the survey by employees and the percentage of the responders that selected that topic were Employee Health and Wellbeing (59%), Professional Integrity (47%), Human Capital Management (41%), Community Engagement (36%) and Workforce Diversity and Engagement (20%).

Highlights from the survey by employees and the percentage of the responders that selected that topic were Employee Health and Wellbeing (59%), Professional Integrity (47%), Human Capital Management (41%), Community Engagement (36%) and Workforce Diversity and Engagement (20%).

92% of those that responded to the survey confirmed GCE enables a culture of diversity.

9 unchanged sentences

● Furthering Job Creation - We, along with GCU have launched a number of new business enterprises that have reduced costs, provided management opportunities for recent graduates and employment opportunities for students and neighborhood residents, while spurring economic growth in the area.

● Youth Opportunity Foundation - Our employees volunteer and donate time and funds to the Youth Opportunity Foundation which provides advocacy, clinical treatment, education and workforce development for at-risk young people in underprivileged areas.

GCE also invests in the following activities that benefit the community.

3 unchanged sentences

Employees are encouraged to designate tax dollars to the school or program of their choice.

● Students Inspiring Students - GCE continues to support GCU’s free tutoring/mentoring program that serves Phoenix-area K-12 schools.

Students who seek academic assistance in the GCU Learning Lounge may become eligible to receive the Students Inspiring Students full-tuition scholarship.

To serve our university partners and community, we seek donations to fund this neighborhood scholarship program.

● Sponsoring K-12 Educational Development - GCE supports GCU’s K-12 Educational Development Department through sponsorship of GCU’s Canyon Professional Development and K-12 Targeted School Assistance programs.

23 unchanged sentences

In sum, GCE values diversity because it values every employee and university partners’ students entrusted to its care.

● Our Diverse Leadership - Our ability to attract and retain diverse talent is reflected at both our Board of Directors (the “Board”) and management levels.

Three of our six directors are women and two directors identify with an underrepresented diverse ethnicity.

In addition, for all of our employees at the level of manager and above totaling 644 persons, 70.2% are held by women and other diverse persons.

● Our Diverse Workforce - As of December 31, 2024, 80.3% of our 5,830 employees are women and other diverse persons.

As of December 31, 2024, GCE employed approximately 4,092 professional and administrative personnel, including technical and academic advisors, counseling advisors, marketing and communication professionals, and personnel that handle financial aid processing, information technology, human resources, corporate accounting, finance, and other administrative functions.

In addition, as of December 31, 2024, GCE employed approximately 1,738 part-time employees most of whom are student workers.

None of our employees are a party to any collective bargaining or similar agreement with us.

We consider our relations with our employees to be strong.

● Our Hiring Practices and Policies - Our hiring policies and practices include an Equal Employment Opportunity Policy, Nondiscrimination and Anti-Harassment Policy and Complaint Procedure, and the Disability Accommodation Policy.

4 unchanged sentences

Thereafter, all employees complete the training every other year, while management undertakes it annually.

We have also provided Implicit Bias Training to all employees.

Environmental Awareness

23 unchanged sentences

We believe that we have low climate risk with respect to our physical environment (e.g., fires, drought, hailstorms, increasing weather pattern changes).

A significant

percentage of our workforce is continuing to work remotely.

A significant percentage of our workforce is continuing to work remotely.

We have insurance policies in place to cover any damage for our property, plant and equipment.

7 unchanged sentences

The following highlights certain key aspects of our corporate governance framework:

● We Have an Independent and Diverse Board - Five of our six directors are independent.

Three of our six directors are diverse persons, and two of our directors identify with an under-represented diverse ethnicity.

● We Have an Independent Board - Five of our six directors are independent.

● We Have Majority Voting for Directors - We have adopted majority voting for directors pursuant to which nominees who fail to achieve an affirmative majority of votes cast must submit their resignation.

60 unchanged sentences

o Be jointly and severally liable with the institution to the Secretary for any violation by the servicer of any statutory provision of or applicable to Title IV of the HEA, any regulatory provision prescribed under that statutory authority, and any applicable special arrangement, agreement, or limitation entered into under the authority of statutes applicable to Title IV of the HEA.

We are also subject to a number of data security and privacy regulations given our role as a third-party service provider, the compliance with which can materially impact our business model.

ED has also indicated that it may continue to evaluate the scope of activities treated as third-party servicer functions through future rulemaking or guidance, and additional changes to the definition of, or requirements applicable to, third-party servicers remain possible.

We are also subject to a number of data security and privacy regulations given our role as a third-party service provider, the compliance with which can materially impact our business model, including through future guidance, enforcement activity, or regulatory action applicable to institutions and their third-party service providers.

In addition, as more fully described below, we are subject to some of the regulations imposed on our university partners by virtue of the nature of the services we provide.

1 unchanged sentence

Congress historically has reauthorized and amended the HEA in regular intervals, approximately every five to seven years.

The re-authorization process is currently under way.

The re-authorization of the HEA could alter the regulatory landscape of the higher education industry, and thereby impact the manner in which we conduct business and serve our university partners.

Congress periodically considers reauthorization of the HEA, although the timing and scope of any such reauthorization remain uncertain.

The re-authorization of the HEA could alter the regulatory landscape of the higher education industry, and thereby impact the

manner in which we conduct business and serve our university partners.

In addition, ED is independently conducting an ongoing series of rulemakings intended to assure the integrity of the Title IV programs.

1 unchanged sentence

For example, in February 2023, ED released DCL 23-03, a guidance document expanding the definition of what activities are considered as third-party servicer activities.

After substantial community outreach to ED, and a number of notices that the guidance would be delayed, on November 14, 2024, the Department formally rescinded DCL 23-03.

After substantial community outreach to ED, and a number of notices that the guidance would be delayed, on November 14, 2024, ED formally rescinded DCL 23-03.

Previously issued guidance on this topic (Dear Colleague Letters GEN 12-08, GEN 15-01, GEN 16-15 (as modified by the March 8, 2017 electronic announcement), and GEN-23-08) remains in effect.

3 unchanged sentences

Institutions of higher education in America are subject to extensive regulation by state post-secondary, licensure and certification agencies, accrediting commissions, and the federal government through ED under the HEA, as well as (depending upon the applicable activity being regulated) other federal agencies and departments including the U.S.

Department of Veterans Affairs (“VA”), the FTC, the IRS, and for institutions who issue bonds, the SEC.

Department of Veterans Affairs, the FTC, the IRS, and for institutions who issue bonds, the SEC.

The regulations, standards, and policies of these agencies cover the vast majority of operations of colleges and universities, including educational programs, facilities, instructional and administrative staff, administrative procedures, marketing, recruiting, financing and financial operations, athletics and financial condition.

13 unchanged sentences

State regulatory requirements for online education have historically varied among the states.

To address this issue and to meet ED requirements many schools have applied and been approved to be institutional participants in the State Authorization Reciprocity Agreement (“SARA”).

To address this issue and to meet ED requirements many schools have applied and been approved to be institutional participants in the

State Authorization Reciprocity Agreement (“SARA”).

SARA is an agreement among member states, districts and territories that establishes comparable national standards for interstate offering of post-secondary distance education courses and programs.

2 unchanged sentences

GCU, for example, is a member of SARA in Arizona (AZ-SARA), which is administered by the Western Interstate Commission for Higher Education (referred to as W-SARA).

There is a yearly renewal for

participating in NC-SARA and AZ-SARA and institutions must agree to meet certain requirements to participate.

There is a yearly renewal for participating in NC-SARA and AZ-SARA and institutions must agree to meet certain requirements to participate.

As of December 31, 2025, all states other than California are members of SARA.

27 unchanged sentences

To be recognized by ED, accrediting commissions must adopt specific standards for their review of educational institutions, conduct peer-review evaluations of institutions, and publicly designate those institutions that meet their criteria.

An accredited school is subject to

periodic review by its accrediting commissions to determine whether it continues to meet the performance, integrity and quality required for accreditation.

An accredited school is subject to periodic review by its accrediting commissions to determine whether it continues to meet the performance, integrity and quality required for accreditation.

In recent years, ED has indicated an increased focus on accreditor accountability and oversight, which could result in changes to accrediting standards, review practices, or recognition requirements applicable to our university partners.

Our most significant university partner, GCU has been regionally accredited by the HLC and its predecessor since 1968, most recently obtaining reaccreditation in 2017 for the ten-year period through 2027.

14 unchanged sentences

Because ED periodically revises its regulations and changes its interpretations of existing laws and regulations, we cannot predict with certainty how the Title IV program requirements will be applied in all circumstances to our university partners or to us directly.

Additionally, ED’s final regulations addressing, among other things, financial responsibility, administrative capability, certification procedures, and Ability-to-Benefit became effective on July 1, 2024.

These regulations expand the circumstances under which ED may require financial protection, impose additional and more prescriptive administrative capability standards, and provide ED with broader authority to impose conditions during initial or continuing certification.

These changes increase compliance obligations for institutions participating in Title IV programs and may affect our business to the extent that we support functions implicated by these enhanced regulatory expectations.

Significant regulations and other factors relating to the Title IV programs that could adversely affect us include the following:

1 unchanged sentence

Congress must reauthorize the HEA on a periodic basis, usually every five to six years, and the most recent reauthorization through September 30, 2013, occurred in August 2008.

The reauthorized HEA reauthorized all of the Title IV programs in which institutions participate but made numerous revisions to the requirements governing the Title IV programs, including provisions relating to student loan default rates and the formula for determining the maximum amount of revenue that institutions are permitted to derive from the Title IV programs.

The reauthorized HEA

reauthorized all of the Title IV programs in which institutions participate but made numerous revisions to the requirements governing the Title IV programs, including provisions relating to student loan default rates and the formula for determining the maximum amount of revenue that institutions are permitted to derive from the Title IV programs.

In addition, members of Congress periodically introduce legislation that would impact Title IV programs and the higher education industry generally.

Because a significant percentage of our revenue is indirectly derived from the Title IV programs, any action by Congress that significantly reduces Title IV program funding or the ability of our university partners to participate in the Title IV programs could reduce the ability of some students to finance their education at our university partner institutions and materially decrease their student enrollment.

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), which includes, among other things, amendments to portions of the Higher Education Act of 1965.

Various portions of the bill have already gone through negotiated rulemaking (discussed later), and it is impossible to predict the outcome of those negotiations or the rulemaking process.

OBBBA makes a variety of changes to federal student aid programs, including loan limits, accountability measures for programs based on low earning outcomes, loan repayment, Pell Grant eligibility, and regulatory changes.

OBBBA sets, effective July 2026, new annual and aggregate loan limits for graduate and professional students, with some limited grandfathering for current graduate and professional student borrowers.

For graduate students who are not and have not been professional students, the new aggregate graduate loan limit is $100,000, irrespective of any undergraduate borrowing.

With respect to graduate students who are or have been professional students, the aggregate graduate loan limit is $200,000 minus the amounts borrowed for the professional degree program.

OBBBA also created a lifetime maximum aggregate amount for Title IV loans that a student may borrow of $257,500 (other than a loan made to the student as a parent borrower on behalf of a dependent student).

OBBBA provides institutions the opportunity to limit the amount of loans a student may borrow in an academic year as long as any such limit is applied consistently to all students enrolled in such program of study.

Additionally, OBBBA requires that the amount of loan funds available under a student’s annual loan eligibility must be reduced in direct proportion to the degree to which that student is not enrolled on a full-time basis during an academic year;

ED plans to release a schedule of reductions for public comment later this year, which institutions will be required to use for students who enrolled less than full-time for academic years 2026-27 and beyond.

OBBBA creates the “Do No Harm” accountability framework, effective July 2026, that institutions must satisfy at the program level in order for students to continue to receive Federal Direct Loans for such programs.

OBBBA requires that an undergraduate program become 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, 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.

OBBBA requires that a graduate or professional program become 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 bachelor’s degree.

Comparator median earnings for graduate or professional programs will be calculated based on Bureau of the Census data for working adults aged 25-34 with only a bachelor’s degree, and will be the lesser of:

(i) working adults in the same field of study in the state where the institution is located, (ii) working adults in the same field of study in the United States, or (iii) all working adults in the state where the institution is located.

If fewer than 50% of students at the institution reside in the institution’s state, then the median earnings will be calculated based on the lesser of the national average for (i) all working adults or (ii) working adults in the same field of study.

Both the undergraduate and graduate/professional accountability provisions apply to the cohort of students who completed the program four years prior, are working, are not enrolled at any institution, and who received Federal Direct Loan funds for enrollment in the program.

If a cohort is less than 30 students, the Secretary of Education may aggregate additional years of programmatic data.

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.

OBBBA requires that an institutional appeals process be established by the Secretary of Education, and a program’s Federal Direct Loan eligibility will continue during such appeal.

Programs that lose eligibility under the accountability framework may reapply for eligibility after two years, consistent with requirements that will be established by the Secretary of Education.

Based on data provided by the ED for students that graduated in 2015-2016, all of the programs that we provide services to our university partners passed this metric except GCU’s Masters in Mental and Social Health programs.

GCU is currently analyzing the data related to these programs

and it appears most universities that provide these programs online to working adult students fail this metric.

This is a brief summary of the rule and does not cover all elements of the proposed rule.

Among other things related to loan repayment plans, OBBBA requires that for new loans issued on or after July 2026, borrowers choose between two plans:

a Standard Repayment Plan (with fixed monthly payments and fixed terms ranging from 10-25 years) or a new Income-Based Repayment Assistance Plan (RAP).

Current borrowers repaying loans under existing repayment options may, depending on the loan repayment type:

(i) continue to repay under the selected plan or choose a new plan within a prescribed period;

or (ii) be required to select from a limited set of plans as of a date certain.

For example, borrowers currently on an Income-Contingent Repayment (ICR) plan must transition to a different plan by July 1, 2028.

OBBBA also eliminates unemployment and economic hardship deferments for loans issued on or after July 1, 2027, and reduces the permitted forbearance period to 9 months per 24-month period.

Additionally, borrowers will be permitted to rehabilitate defaulted loans twice beginning July 2027, rather than only once under the current rule.

Effective July 1, 2026, students with a Student Aid Index that equals or exceeds twice the maximum Pell Grant amount will be ineligible for Pell Grants.

A student will also be ineligible for a Federal Pell Grant during any period for which the student receives grant aid from a non-federal source (including states, institutional aid, or private sources) in an amount that equals or exceeds the student’s cost of attendance.

Additionally, OBBBA creates Workforce Pell Grants effective July 2026 for students enrolled in eligible workforce programs.

Eligible workforce programs must meet a specific definition, including that they are accredited, short-term, career-focused programs (150 to 600 clock hours of instruction over 8 to 15 weeks), which prepare students to pursue one or more certificate or degree programs.

In addition, they must be approved by the state governor, aligned with high-demand, high-skill or high-wage jobs, have at least 70% completion and job placement rates, and tuition must be less than the value-added earnings of graduates who received the Workforce Pell Grant.

Workforce Pell Grants may not be combined with a regular Pell grant.

OBBBA amends the Higher Education Act to delay the effective date of the 2022 borrower defense to repayment rules, including the closed school discharge provisions, until July 1, 2035.

The 2019 version of those rules, which took effect July 1, 2020, is instead reinstated.

Both negotiated rulemaking committees empaneled by ED to meet to consider regulations to implement provisions of OBBBA and related Trump administration priorities, have concluded work.

The Company is unable to predict the outcomes of those processes or what guidance ED may issue regarding how schools are to implement the legislation.

Eligibility and certification procedures .

3 unchanged sentences

ED may also grant an institution the ability to participate in Title IV programs on a provisional basis while it completes its review of the institution’s application.

For an institution that is certified on a provisional basis, ED may revoke the institution’s certification without advance notice or advance opportunity for the institution to challenge that

For an institution that is certified on a provisional basis, ED may revoke the institution’s certification without advance notice or advance opportunity for the institution to challenge that action.

For an institution that is certified on a month-to-month basis, ED may allow the institution’s certification to expire at the end of any month without advance notice, and without any formal procedure for review of such action.

33 unchanged sentences

The composite score for an institution’s most recent fiscal year must be at least 1.5 for the institution to be deemed financially responsible without the need for further ED oversight.

In addition to having an

acceptable composite score, an institution must, among other things, provide the administrative resources necessary to comply with Title IV program requirements, meet all of its financial obligations, including required refunds to students and any Title IV liabilities and debts, be current in its debt payments, and not receive an adverse, qualified, or disclaimed opinion by its accountants in its audited consolidated financial statements.

In addition to having an acceptable composite score, an institution must, among other things, provide the administrative resources necessary to comply with Title IV program requirements, meet all of its financial obligations, including required refunds to students and any Title IV liabilities and debts, be current in its debt payments, and not receive an adverse, qualified, or disclaimed opinion by its accountants in its audited consolidated financial statements.

As an education service company, we are not directly subject to this regulation.

However, if ED were to determine that a university partner institution did not meet the financial responsibility standards due to a failure to meet the composite score or other financial responsibility factors, ED could impose a range of sanctions on the institution, such as requiring the institution to post a letter of credit, accept provisional certification (which would hamper the ability of the institution to add new programs), comply with additional ED monitoring requirements, agree to receive Title IV program funds under an arrangement other than ED’s standard advance funding arrangement, such as the reimbursement system of payment or heightened cash monitoring, and comply with or accept other limitations on the ability to increase the number of programs it offers or the number of students it enrolls, any of which sanctions on our university partners could also adversely affect our business.

In addition, because other regulators may use the composite score for their purposes, a poor composite score could have additional effects.

In addition, because other regulators may use the composite score for their

purposes, a poor composite score could have additional effects.

For example, NC-SARA utilizes an institution’s composite score in determining whether such institution is eligible to participate in SARA.

6 unchanged sentences

Under ED regulations, the letter of credit requirement is triggered by late returns of Title IV program funds for 5% or more of the withdrawn students (and involving more than two student refunds) in the audit sample in the institution’s annual Title IV compliance audit for either of the institution’s two most recent fiscal years or in a ED program review.

Additionally, in January 2025, ED published new regulations, that become effective on July 1, 2026, related to a number of areas, including those concerning return to Title IV.

We are in the process of reviewing the regulations and have not formed a view as to the impact on our business.

Additionally, in January 2025, ED published new regulations, that became effective on July 1, 2026, related to a number of areas, including those concerning return to Title IV.

The January 2025 final regulations include additional provisions that address, among other things, the determination and documentation of a student’s withdrawal date and related administrative and reporting requirements, including in certain modular and distance education contexts.

These provisions may increase the administrative burden on institutions and heighten the risk of compliance findings.

To the extent that we assist our university partners with return to Title IV processes, these changes may also increase our operational and compliance responsibilities.

The “90/10 Rule.” A requirement of the HEA, commonly referred to as the “90/10 Rule,” that is applicable only to proprietary, post-secondary educational institutions, provides that an institution loses its eligibility to participate in the Title IV programs if the institution derives more than 90% of its revenue for each of two consecutive fiscal years from Title IV program funds.

7 unchanged sentences

This means that institutions subject to the 90/10 Rule will be required to limit the combined amount of Title IV funds and applicable “Federal funds” revenue in a fiscal year to no more than 90% in a fiscal year as calculated under the rule, and the change to the 90/10 Rule is thus expected to increase the 90/10 Rule calculations for institutions subject to the rule.

Using ED’s cash-basis, regulatory formula under the 90/10 Rule as currently in effect, GCU derived approximately 67.2% and 65.5% of its 90/10 Rule revenue from Title IV program funds for the fiscal years ended June 30, 2024 and 2023, respectively, per

GCU’s audited financial statements.

Accordingly, even if ED continues to treat GCU as a proprietary institution for Title IV purposes, we do not expect this rule to have any material impact on GCU.

Legislation has been introduced in both chambers of Congress that seeks to further modify the 90/10 Rule, including proposals to change the ratio requirement to 85/15 (federal to nonfederal revenue), or to eliminate the 90/10 Rule.

ED has issued updated interpretations regarding the classification of certain revenue for purposes of the 90/10 calculation, which may affect how proprietary institutions assess compliance with this requirement.

Additionally, legislation has been introduced in both chambers of Congress that seeks to further modify the 90/10 Rule, including proposals to change the ratio requirement to 85/15 (federal to nonfederal revenue), or to eliminate the 90/10 Rule.

We cannot predict whether or how legislative or regulatory changes will affect the 90/10 Rule.

On December 15, 2025, ED formally recognized GCU as a non-profit institution for purposes of its participation in Title IV programs.

As a result, the 90/10 Rule no longer applies to GCU.

However, we continue to monitor developments relating to the 90/10 Rule because any of our current or future university partners that are classified as proprietary institutions would remain subject to this requirement.

Student loan defaults .

14 unchanged sentences

We are also precluded from offering our covered employees who work on financial aid matters (if any), any bonus or incentive-based compensation based on the award of financial aid to students enrolled in a postsecondary institution.

ED normally does not approve incentive compensation plans but as part of the Qui Tam settlement, they reviewed and approved our compensation plan.

In addition, the incentive compensation rule raises the question as to whether companies like ours, as an entity, are prohibited from entering into tuition revenue-sharing arrangements with university partners.

3 unchanged sentences

Example 2-B in the DCL is described as a “possible business model” developed “with the statutory mandate in mind.” Example 2-B describes the following as a possible business model:

“A third-party that is not affiliated with the institution it serves and is not affiliated with any other institution that provides educational services, provides bundled services to the institution including marketing, enrollment application assistance, recruitment services, course support for online delivery of courses, the provision of

technology, placement services for internships, and student career counseling.

The institution may pay the entity an amount based on tuition generated for the institution by the entity’s activities for all the bundled services that are offered and provided collectively, as long as the entity does not make prohibited compensation payments to its employees, and the institution does not pay the entity separately for student recruitment services provided by the entity.”

14 unchanged sentences

Court of Appeals for the Fifth Circuit issued a nationwide preliminary injunction, enjoining the implementation of the borrower defense and closed school provisions of that rule.

While this case is decided, the previous versions of the borrower defense and closed school provisions are in effect.

Litigation related to the various iterations of the BDR regulations, and the enforcement of these regulations has made this area complicated for all parties to understand and assess.

Further, the lack of adjudications in this area has also made things less clear.

While this case is pending, the previous versions of the borrower defense and closed school provisions are in effect.

On April 4, 2024, the court issued further instructions to enjoin the rule and postpone the effective date of the regulation pending final judgment in the case.

The injunction is effective until there is a final judgment in the case.

The Department will not adjudicate any borrower defense applications under the rule subject to the injunction unless and until the injunction is lifted.

As described above, the OBBBA amends the Higher Education Act to delay the effective date of the 2022 borrower defense to repayment rules, including the closed school discharge provisions, until July 1, 2035.

The 2019 version of those rules, which took effect July 1, 2020, is instead reinstated.

As of January 2026, the nationwide preliminary injunction appears to remain in effect, and, although ED noted that it would issue new regulations related to BDR to effectuate the requirements of OBBBA, it has not yet published the revised rulemaking.

As a result of the August 7, 2023 nationwide injunction of the 2022 BDR regulations, ED announced that while it will not adjudicate any borrower defense applications under the 2022 Borrower Defense to Repayment Regulations unless and until the effective date is reinstated, it will continue to adjudicate applications under a prior version of the rule if required pursuant to a court ordered settlement.

Institutions and third-party servicers continue to operate under earlier borrower defense standards, and the resolution of the pending litigation could result in changes to applicable requirements or enforcement approaches.

While the changes in the OBBBA clarify matters until July 1, 2035, litigation related to the various iterations of the BDR regulations, changes to the enforcement of these regulations, and the lack of adjudications in this area have made this area of the law difficult to predict.

Nonetheless, if our university partners are determined to have violated this regulation there could be significant sanctions imposed, whether related to the recoupment of any loans extinguished by ED, the imposition of letters of credit, or other sanctions under the financial responsibility or administrative capability regulations (among others).

2 unchanged sentences

Note, the borrower defense to repayment regulations discussed herein were and are extensive and this does not attempt to discuss all the facets of any of the versions of these regulations.

We cannot determine what effect, if any, these regulations may have on out university partners or on us.

We cannot determine what effect, if any, these regulations may have on our university partners or on us.

Compliance reviews.

3 unchanged sentences

As a third-party servicer, not only are our university partners subject to reviews and audits that may require our involvement, but we are also subject to program reviews from ED and the Office of the Inspector General.

also have an obligation to annually submit to ED a Title IV compliance audit conducted by an independent certified public accountant in accordance with applicable federal and ED audit standards.

Further, we also have an obligation to annually submit to ED a Title IV compliance audit conducted by an independent certified public accountant in accordance with applicable federal and ED audit standards.

Gainful employment rule s.

2 unchanged sentences

On July 1, 2019, ED rescinded the previously enacted gainful employment regulations.

While this change was effective July 1, 2020, ED also permitted institutions to enact this change as early as July 1, 2019, so long as any such institution made manifest its intention to be subject to the rescinded regulations.

It is our understanding that GCU had made manifest that intention and, as of July 1, 2019, was no longer subject to the gainful employment rules.

Given that GCU is currently our only university partner that is considered a proprietary school by ED, the gainful employment rules apply to it but not to our other university partners.

While GCU largely complied with the previously published gainful employment rules, those rules did indicate that four current degree programs were in the “Zone” – that is, potentially faced sanctions in the future if GCU could not reform the programs to comply with the regulations – including three undergraduate education programs and the Masters in Theology.

ED published new gainful employment regulations in 2023, which became effective July 1, 2024.

These new regulations establish rules for annually evaluating GCU’s educational programs based on the calculation of debt-to-earnings rates (an annual debt-to-earnings rate and a discretionary debt-to-earnings rate) and a median earnings measure.

Then in 2023, ED published new Financial Value Transparency and Gainful Employment (“FVT/GE”) regulations, which became effective July 1, 2024.

These regulations establish rules for annually evaluating GCU’s educational programs based on the calculation of debt-to-earnings rates (an annual debt-to-earnings rate and a discretionary debt-to-earnings rate) and a median earnings measure.

ED will calculate these rates and measures under complex regulatory formulas outlined in the regulations and using data such as student debt (including not only Title IV loans but also certain private loans and extensions of credit), student earnings data, and comparative median earnings data for young working adults with only a high school diploma or GED.

2 unchanged sentences

The regulations also include provisions for providing certifications and reporting data to ED and providing required student disclosures related to gainful employment.

The regulations include gainful employment rates and measures that will be based in part on data that is not readily accessible to us or GCU, which makes it difficult for us to predict with certainty how GCU’s educational programs will perform under the new gainful employment benchmarks and the extent to which certain programs could become ineligible for Title IV participation.

ED released performance data at the time it published the proposed regulations that calculates rates for each school’s programs while acknowledging that the methodology used to produce the calculations differs from the methodology in the proposed regulations due to limitations in data availability.

Because neither we nor GCU nor ED have access to all of the data that will ultimately be used to evaluate GCU’s programs, we cannot predict whether, or the extent to which, GCU’s programs could fail to comply with the new gainful employment benchmarks.

Moreover, we do not have control over some of the factors that could impact the rates and measures for GCU’s programs which will limit our ability to eliminate or mitigate the impact of the regulations on us and GCU’s educational programs.

Although we cannot predict how GCU’s programs will perform under the new gainful employment metrics, the performance data released suggests that in general the programs that were in the “Zone” under the previous gainful employment rules - certain undergraduate teacher education and theology programs as well as certain Master’s in Counseling programs - are in jeopardy of failing under the new rules.

Given that the primary issue for the undergraduate programs that are in jeopardy of failing the new rules is not high average debt levels but rather relatively low earnings rates for first year teachers, it will be difficult for GCU to make material changes to ensure these programs do not fail.

The Master’s of Counseling programs that are in jeopardy of failing are long duration programs as required by the programmatic accreditation standards and the Title IV regulations allow graduate students to borrow substantially more than is required to pay tuition.

Accordingly, the debt levels for these programs are higher than the university’s average.

Thus, the implementation of the new gainful employment regulations could require GCU to eliminate or modify these educational programs, could result in the loss of Title IV program funds for the affected programs, and could have a significant impact on the rate at which students enroll in these programs.

In addition, given ED’s continued refusal to recognize GCU’s non-profit status, students in GCU programs that fail the new metrics may lose Title IV eligibility.

During 2025, ED implemented the initial phases of the FVT/GE regulatory framework, including institutional review and verification of FVT/GE Completers Lists and required program-level data reporting.

These implementation activities required institutions to review, verify, and report detailed program-level data and may indirectly influence program eligibility, reporting obligations, and enrollment dynamics at the institutions we serve.

On January 9, 2026, the Accountability in Higher Education and Access through Demand-driven Workforce Pell (AHEAD) Committee empaneled by ED to implement the “Do No Harm” accountability framework in the OBBBA came to consensus on regulatory language that would replace FVT/GE framework with a new earnings premium test.

It is unclear when the Notice of Proposed Rulemaking will be published, but if the final rule is published on or before November 1, 2026, the new test will become effective on July 1, 2027 (unless designated for early implementation by ED).

Below is a brief summary of the rule and does not cover all elements of the rule.

This test would apply to all programs at all schools regardless of tax status.

In short, the test would compare a program's graduates' median earnings (4 years after completion) to state/national benchmarks (median earnings of working high school graduates for undergraduate students;

bachelor’s graduates for graduate programs) to ensure a positive financial return on investment.

Programs failing this test for two out of three years risk losing eligibility for federal loans.

Based on data provided by the ED for students that graduated in 2015-2016 all of the programs that we provide services to our university partners passed this metric except, GCU’s Master’s in Mental and Social Health program.

GCU is currently analyzing the data related to these programs and it appears most universities that provide these programs online to working adult students fail this metric.

The regulations include measures that will be based in part on data that is not readily accessible to us or our university partners, which makes it difficult for us to predict with certainty how our partners’ educational programs will perform under the new benchmarks and the extent to which certain programs could become ineligible for Title IV loans.

methodology in the proposed regulations due to limitations in data availability.

Because neither we nor our partners have access to all of the data that will ultimately be used to evaluate our partners’ programs, we cannot predict whether, or the extent to which, any program could fail to comply with the new benchmarks.

Moreover, our university partners do not have control over the factors that could impact the rates and measures for their programs which will limit their ability to eliminate or mitigate the impact of the regulations on their educational programs.

As such, we cannot at this time determine which programs from our partners are at risk of failing and, consequently, losing eligibility to disburse Title IV loans.

We have not fully evaluated these proposed regulations and cannot yet determine what effect, if any, these regulations may have on our university partners or on us.

Substantial misrepresentation .

The HEA prohibits an institution that participates in Title IV programs from engaging in “substantial misrepresentation” of the nature of its educational program, its financial charges, or the

employability of its graduates.

The HEA prohibits an institution that participates in Title IV programs from engaging in “substantial misrepresentation” of the nature of its educational program, its financial charges, or the employability of its graduates.

ED has defined a misrepresentation as any statement made by the institution or a third party that provides educational programs, marketing, advertising, recruiting, or admissions services to the institution that is false, erroneous or has the likelihood or tendency to deceive.

13 unchanged sentences

Entities that have actual knowledge of acts or practices the FTC has found to be unlawful and that subsequently engage in such unlawful acts or practices may be held liable for civil penalties up to $50,120 per violation.

Also in October 2021, in an effort to establish actual knowledge and create a pathway for penalties in the event of post-notice acts or practices, the FTC issued notice to the 70 largest for-profit schools based on enrollment and revenues.

The notice included a list of acts and practices that the FTC has determined are unfair or deceptive, including but not limited to acts relating to misrepresentation of employment opportunities and other benefits, together with citation to various prior determinations from cases previously litigated by the FTC.

Because of ED’s decision to continue to treat GCU as a for-profit institution for Title IV purposes, GCU received this notice.

The FTC made clear at that time that receipt of the notice itself did not reflect any assessment as to whether GCU has engaged in deceptive or unfair conduct.

If ED or another regulator determines that statements made by us or on our behalf are in violation of the regulations, we could be subject to sanctions and other liability, which could have a material adverse effect on our business.

Coordinated actions by certain federal agencies .

The Transaction was approved by GCU’s board of trustees based on its conclusion that it would be in the best interest of GCU’s students, faculty and staff for GCU to operate under the non-profit status that it previously held prior to 2004.

Prior to the closing of the Transaction, the IRS, HLC and the State of Arizona approved GCU’s non-profit designation.

However, in November 2019, in connection with its approval of the Transaction without conditions, ED informed GCU that GCU does not satisfy ED’s definition of a non-profit entity and, as a result, that ED will continue to treat GCU as a proprietary institution for purposes of its continued participation in Title IV programs.

Upon receipt of this determination, GCU and GCE entered into ongoing discussions

and negotiations that were then provided by GCU to ED regarding proposed changes to the services agreement between GCU and GCE and providing ED, upon request, with an updated transfer pricing study demonstrating that the revenue sharing arrangement reflected in the services agreement reflected fair market value for the services we provide.

Despite the ongoing discussions and negotiations, ED again denied GCU’s non-profit status in January 2021.

Thereafter, in order to pursue all available avenues for recourse on this matter, GCU opted to file a lawsuit against the ED, alleging that its 2019 and 2021 decisions overstepped its authority.

While ED’s decision to continue to treat GCU as a for-profit institution was upheld by the federal district court in Arizona, in November 2024, the United States Court of Appeals for the Ninth Circuit unanimously held that ED had failed to apply the correct legal standards in reviewing GCU’s application and it reversed the district court’s decision and remanded with instructions to set aside ED’s decision and to remand to ED for further proceedings.

In October 2021, at the same time that the FTC issued the notice to the 70 for-profit schools as mentioned above, the FTC issued a public statement indicating that it would coordinate efforts with ED and the VA to investigate for-profit universities in furtherance of the notice.

Since the FTC’s statement, ED, the VA and the FTC have initiated multiple actions against GCU, including audits, compliance reviews, civil investigative demands, fines and lawsuits, and the FTC has initiated civil investigative demands and a lawsuit against us, that allege, among other things, misrepresentations made in connection with marketing activities, including statements made related to GCU’s non-profit status.

These actions appear to have been coordinated in the manner described in the 2021 FTC statement.

These actions, or any future actions by ED, FTC or any other federal or state government agencies or accrediting bodies with oversight over us or GCU, if ultimately resolved adversely to us or GCU, could result in monetary penalties and liabilities, further impact GCU’s non-profit status, and/or cause reputational harm.

See Part I, Item 3.

Legal Proceedings for a discussion of certain litigation matters to which we are a party.

Negotiated rulemaking .

ED periodically issues new regulations and guidance that can have an adverse effect on our partner institutions.

ED has changed its regulations, and may make other changes in the future, in a manner which could require us to incur additional costs in connection with providing the services that we provide our university partners affect their ability to remain eligible to participate in the Title IV programs, impose restrictions on their participation in the Title IV programs, affect the rate at which students enroll in our partners’ programs, or otherwise have a significant impact on our business and results of operations.

ED has changed its regulations, and may make other changes in the future, in a manner

which could require us to incur additional costs in connection with providing the services that we provide our university partners affect their ability to remain eligible to participate in the Title IV programs, impose restrictions on their participation in the Title IV programs, affect the rate at which students enroll in our partners’ programs, or otherwise have a significant impact on our business and results of operations.

We cannot predict with certainty the ultimate combined impact of the regulatory changes which have occurred in recent years, nor can we predict the effect of future legislative or regulatory action by federal, state or other agencies regulating our operations or those of our university partners, how any resulting regulations will be interpreted or whether we and our university partner institutions will be able to comply with these requirements in the future.

Any such actions by legislative or regulatory bodies that affect our operations or those of our university partners could have a material adverse effect on our business and that of university partner institutions.

ED engaged in two negotiated rulemakings stemming from the OBBBA, both of which reached consensus.

The “Reimagining and Improving Student Education” (RISE) Committee implemented the new loan limits imposed by Congress in OBBBA (and discussed earlier).

The AHEAD Committee (also discussed earlier) implemented the new accountability framework.

We have not fully evaluated these proposed regulations and cannot yet determine what effect, if any, these regulations may have on our university partners or on us.

Regulatory Standards that May Restrict Institutional Expansion or Other Changes

7 unchanged sentences

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-K

Item 1. Business