What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-17 compared with 2020-02-20 · 35 added, 30 removed, 169 unchanged (28% of the section changed)

48 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Phoenix, Arizona

Tempe, Arizona

February 17, 2021

3 unchanged sentences

We have a policy governing transaction in our securities by directors, officers, employees and others which permits these individuals to enter into trading plans complying with Rule 10b5- 1 under the Securities Exchange Act of 1934, as amended.

We have been advised that Brian Mueller, our Chief Executive Officer and Chairman;

Stan Meyer, our Chief Operating Officer;

and Dan Bachus, our Chief Financial Officer, each entered into trading plans on September 10, 2020, each of which was in accordance with Rule 10b5-1 and our policy governing transactions in our securities.

Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place.

34 unchanged sentences

and Grand Canyon University (formerly known as Gazelle University)#

Incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 2.1 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Agreement and Plan of Merger, dated December 17, 2018, by and among Grand Canyon Education, Inc., GCE Cosmos Merger Sub, LLC and Orbis Education Services, LLC#

Incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Incorporated by reference to Exhibit 2.2 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Amended and Restated Certificate of Incorporation (as amended)

Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Incorporated by reference to Exhibit 3.1 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Method of Filing

Third Amended and Restated Bylaws

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2014.

Incorporated by reference to Exhibit 3.1 to GCE’s Current Report on Form 8-K filed with the SEC on October 29, 2014.

Specimen of Stock Certificate

Incorporated by reference to Exhibit 4.1 to Amendment No.

2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 29, 2008.

2 to GCE’s Registration Statement on Form S-1 filed with the SEC on September 29, 2008.

Description of Common Stock

Filed herewith

Incorporated by reference to Exhibit 4.2 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2020.

2008 Equity Incentive Plan, as amended†

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011.

Incorporated by reference to Exhibit 10.1 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011.

2017 Equity Incentive Plan, as amended†

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2017.

Incorporated by reference to Exhibit 10.1 to GCE’s Current Report on Form 8-K filed with the SEC on June 14, 2017.

Form of Restricted Stock Agreement under the 2017 Equity Incentive Plan, as amended†

Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2018.

Incorporated by reference to Exhibit 10.3 to GCE’s Annual Report on Form 10-K filed with the SEC on February 21, 2018.

Second Amended and Restated Executive Employment Agreement, dated July 1, 2018, by and between Grand Canyon Education, Inc.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 10.1 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Second Amended and Restated Executive Employment Agreement, dated July 1, 2018, by and between Grand Canyon Education, Inc.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 10.2 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Second Amended and Restated Executive Employment Agreement, dated July 1, 2018, by and between Grand Canyon Education, Inc.

and Daniel E.

Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 10.3 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Second Amended and Restated Executive Employment Agreement, dated July 1, 2018, by and between Grand Canyon Education, Inc.

and Joseph N.

Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 10.4 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

First Amended and Restated Executive Employment Agreement, dated July 1, 2018, by and between Grand Canyon Education, Inc.

and Dilek Marsh†

Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 10.5 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Method of Filing

Second Amended and Restated Executive Employment Agreement, dated April 29, 2020, by and between Grand Canyon Education, Inc.

and Daniel J.

Incorporated by reference to Exhibit 10.1 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2020.

Form of Director and Officer Indemnity Agreement

Incorporated by reference to Exhibit 10.21 to Amendment No.

2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 29, 2008.

Method of Filing

2 to GCE’s Registration Statement on Form S-1 filed with the SEC on September 29, 2008.

Credit Agreement dated July 1, 2018, by and between Grand Canyon Education, Inc.

and Grand Canyon University (formerly known as Gazelle University).

Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Incorporated by reference to Exhibit 10.7 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

Master Services Agreement, dated July 1, 2018, by and between Grand Canyon Education, Inc.

and Grand Canyon University (formerly known as Gazelle University).##

Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q/A filed with the SEC on April 23, 2019.

Incorporated by reference to Exhibit 10.8 to GCE’s Quarterly Report on Form 10-Q/A filed with the SEC on April 23, 2019.

Amended and Restated Credit Agreement, dated January 22, 2019, by and among Grand Canyon Education, Inc., Bank of America, N.A., and the other parties named therein.

Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Incorporated by reference to Exhibit 10.14 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Amended and Restated Security and Pledge Agreement, dated January 22, 2019, by and among Grand Canyon Education, Inc., Bank of America, N.A., and the other parties named therein.

Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Incorporated by reference to Exhibit 10.15 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

First Amendment, dated January 31, 2019 to Amended and Restated Credit Agreement, dated January 22, 2019 by and among Grand Canyon Education, Inc., Bank of America, N.A., and the other parties named therein.

Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

Incorporated by reference to Exhibit 10.16 to GCE’s Annual Report on Form 10-K filed with the SEC on February 20, 2019.

First Incremental Facility Amendment, dated February 1, 2019 to Amended and Restated Credit Agreement, dated January 22, 2019 by and among Grand Canyon Education, Inc., Bank of America, N.A., and the other parties named therein.

Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 20, 2019.

Incorporated by reference to Exhibit 10.17 to GCE’s Quarterly Report on Form 10-Q filed with the SEC on February 20, 2019.

Second Amendment, dated October 31, 2019 to Amended and Restated Credit Agreement, dated January 22, 2019 by and among Grand Canyon Education, Inc., Bank of America N.A., and the other parties named therein.

Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on November 6, 2019.

Incorporated by reference to Exhibit 10.18 to GCE’s Annual Report on Form 10-K filed with the SEC on November 6, 2019.

Subsidiaries of Grand Canyon Education, Inc.

2 unchanged sentences

Filed herewith.

Method of Filing

Power of Attorney

2 unchanged sentences

Filed herewith.

Method of Filing

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

Filed herewith.

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL:

The following financial statements from GCE’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL:

(i) Consolidated Income Statements, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Consolidated Financial Statements tagged as blocks of text and including detailed tags.

Filed herewith.

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included as Exhibit 101).

The cover page from GCE’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (included as Exhibit 101).

Filed herewith.

1 unchanged sentence

# Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

GCE will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

## Certain portions of this document have been redacted pursuant to Regulation S-K, Item 601(b)(10)(iv).

†† This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.

Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filings of GCE, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

19 unchanged sentences

February 17, 2021

February 19, 2020

/s/ Lisa Graham Keegan

5 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 9A. Controls and Procedures