Grand Canyon Education, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers In January 2021 and July 2021, our Board of Directors increased the authorization under its existing stock repurchase program by $100.0 million and $970.0 million, respectively, reflecting an aggregate authorization for share repurchases since the initiation of the program of $1,470.0 million. The current expiration date on the repurchase authorization by our Board of Directors is December 31, 2021. Repurchases occur at the Company’s discretion and the Company may modify, suspend or discontinue the repurchase authorization at any time. Repurchases may be made in the open market or in privately negotiated transactions, pursuant to the applicable Securities and Exchange Commission rules. The amount and timing of future share repurchases, if any, will be made as market and business conditions warrant. On March 10, 2021, the Company entered into an accelerated share repurchase (“ASR”) agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase up to $35.0 million of its outstanding shares of common stock as part of the Company’s share repurchase program. Under the ASR agreement, the Company received initial delivery of approximately 275,889 shares of common stock, representing approximately 80% of the number of shares of common stock initially underlying the ASR agreement based on the closing price of the common stock of $101.49, on March 9, 2021. The total number of shares that the Company repurchased under the ASR program was based on the volume-weighted average price of the common stock during the term of the ASR agreement, less a discount, and was subject to potential adjustments pursuant to the terms and conditions of the ASR agreement. The final settlement of the share repurchases under the ASR agreement was completed on May 4, 2021 with additional delivery of 45,914 shares of common stock. The ASR agreement resulted in a total of 321,803 shares repurchased at an average cost of $108.76. On May 14, 2021, the Company entered into an ASR agreement with Morgan Stanley to repurchase up to $50.0 million of its outstanding shares of common stock as part of the Company’s share repurchase program. Under the ASR agreement, the Company received initial delivery on May 17, 2021 of approximately 418,279 shares of common stock, representing approximately 80% of the number of shares of common stock initially underlying the ASR agreement based on the closing price of the common stock of $95.63, on May 14, 2021. The total number of shares that the Company will repurchase under the ASR program will be based on the volume-weighted average price of the common stock during the term of the ASR agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement. The final settlement of the share repurchases under the ASR agreement will be completed by September 9, 2021. 36 Table of Contents During the six months ended June 30, 2021, 1,548,686 shares of common stock were repurchased by the Company, which includes the shares delivered as of June 30, 2021 from the ASR agreements on March 10, 2021 and May 17, 2021. At June 30, 2021, there remains $96.6 million available under our share repurchase authorization (which authorization was increased to $1,066.6 million in July 2021) . ​ The following table sets forth our share repurchases of common stock and our share repurchases in lieu of taxes, which are not included in the repurchase plan totals as they were approved in conjunction with the restricted share awards, during each period in the second quarter of fiscal 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Maximum Dollar ​ ​ ​ ​ ​ ​ ​ Shares Purchased as ​ Value of Shares ​ ​ ​ ​ Average ​ Part of Publicly ​ That May Yet Be ​ ​ Total Number of ​ Price Paid ​ Announced ​ Purchased Under Period ​ Shares Purchased ​ Per Share ​ Program ​ the Program Share Repurchases ​ ​ April 1, 2021 – April 30, 2021 31,360 ​ $ 110.32 31,360 ​ $ 188,500,000 May 1, 2021 – May 31, 2021 720,046 ​ $ 98.74 720,046 ​ $ 117,400,000 June 1, 2021 – June 30, 2021 230,025 ​ $ 90.30 230,025 ​ $ 96,600,000 Total 981,431 ​ $ 97.13 981,431 ​ $ 96,600,000 Tax Withholdings ​ ​ April 1, 2021 – April 30, 2021 — ​ $ — — ​ $ — May 1, 2021 – May 31, 2021 — ​ $ — — ​ $ — June 1, 2021 – June 30, 2021 — ​ $ — — ​ $ — Total — ​ $ — — ​ $ — ​ ​ Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.