What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-06 · 105 added, 65 removed, 460 unchanged (27% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

46 unchanged sentences

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

0 shares issued and outstanding at March 31, 2025 and December 31, 2024

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

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

54,176 and 54,090 shares issued and 28,496 and 28,858 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 25,680 and 25,232 shares of common stock at March 31, 2025 and December 31, 2024, respectively

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

( 2,150,693 )

1 unchanged sentence

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive gain

Retained earnings

5 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

Other comprehensive income, net of tax:

Unrealized losses on available-for-sale securities, net of taxes of $ 1 and $ 18 for the three months ended March 31, 2025 and 2024, respectively

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

Comprehensive income

3 unchanged sentences

(In thousands)

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Treasury Stock

8 unchanged sentences

( 2,102,760 )

Three Months Ended March 31, 2024

Comprehensive income

Common stock purchased for treasury

Restricted shares forfeited

Share-based compensation

Balance at June 30, 2025

( 2,150,693 )

Six Months Ended June 30, 2024

Treasury Stock

8 unchanged sentences

( 1,879,697 )

Comprehensive income

Common stock purchased for treasury

Restricted shares forfeited

Share-based compensation

Balance at June 30, 2024

( 1,918,810 )

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(In thousands)

18 unchanged sentences

Purchase of equity investment

Loss on equity investment

Purchases of investments

22 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 nine 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 March 31, 2025, GCE provides education services to 22 university partners across the United States.

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

Summary of Significant Accounting Policies

4 unchanged sentences

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission and the instructions to Form 10-Q and Article 10, consistent in all material respects with those applied in its financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and the instructions to Form 10-Q and Article 10, consistent in all material respects with those applied in its financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

They do not include all of the information and footnotes required by GAAP for complete financial statements.

3 unchanged sentences

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

As of March 31, 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 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.

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 % 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.

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

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.

Internally Developed Software

15 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 March 31, 2025 and December 31, 2024, $ 596 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 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.

Long-Lived Assets

6 unchanged sentences

At lease inception, the Company determines 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 are recognized as lease expense on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease

Leases with an initial term of 12 months or less are not recorded in the consolidated balance sheets and are recognized as

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

components, and the non-lease components are accounted for separately and not included in our ROU assets and lease liabilities.

lease expense on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, and the non-lease components are accounted for separately and not included in our ROU assets and lease liabilities.

Leases primarily consist of off-campus classroom and laboratory site locations and office space.

9 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 March 31, 2025.

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

3 unchanged sentences

The fair value of the Company’s restricted stock awards is based on the market price of its common stock on the date of grant.

Stock-based compensation expense related to restricted stock grants is expensed over the vesting period using the straight-line method for Company employees and the Company’s board of directors.

Stock-based compensation expense related to restricted stock grants is expensed over the vesting period using the straight-line method for Company employees and the Company’s board of directors (the “Board of Directors”).

The Company recognizes forfeitures as they occur.

30 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 March 31, 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 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.

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

1 unchanged sentence

Billings for some university partners do not occur until after the service period has commenced and final enrollment information is available.

Given that the Fall semester ends on 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 $ 3,880 and $ 115 as of March 31, 2025 and December 31, 2024, respectively, are included in accounts receivable in our consolidated balance sheets.

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.

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.

9 unchanged sentences

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

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

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.

Bad debt expense is recorded as a technology and academic services expense in the consolidated income statements.

29 unchanged sentences

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 March 31, 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 June 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 March 31, 2025 and December 31, 2024, the Company had $ 143,509 and $ 323,124 , respectively, in excess of the FDIC insured limit.

At June 30, 2025 and December 31, 2024, the Company had $ 191,528 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 90.4 % and 89.7 % of total service revenue for the three-month periods ended March 31, 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 89.4 % 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.

Use of Estimates

25 unchanged sentences

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 March 31, 2025 the Company had investments of $ 160,144 classified as available-for-sale securities.

As of June 30, 2025 the Company had investments of $ 181,621 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 March 31, 2025

As of June 30, 2025

Corporate bonds

2 unchanged sentences

Total investments

For the three months ended March 31, 2025 and 2024, the net unrealized losses were $ 7 and $ 56 , respectively, net of taxes.

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

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

8 unchanged sentences

Three Months Ended

Six Months Ended

Basic weighted average shares outstanding

5 unchanged sentences

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

For the three-month periods ended March 31, 2025 and 2024, approximately 60 and 78 , 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 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.

These restricted stock awards could be dilutive in the future.

12 unchanged sentences

Amortizable intangible assets consist of the following as of:

March 31, 2025

June 30, 2025

Average Useful

4 unchanged sentences

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 three months to 10 years and one month .

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

4 unchanged sentences

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 $ 4,339 and $ 3,877 for the three-month periods ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had $ 17,029 of non-cancelable operating lease commitments for four off-campus classroom and laboratory sites that had not yet commenced.

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’s weighted-average remaining lease term relating to its operating leases is 7.35 years, with a weighted-average discount rate of 4.32 % .

The cash paid for operating lease liabilities was $ 4,053 and $ 3,541 for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had no financing leases.

Future payment obligations with respect to the Company’s operating leases, which were existing at March 31, 2025, by year and in the aggregate, are as follows:

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:

Year Ending December 31,

30 unchanged sentences

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

that motion remains pending.

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.

For any future settlement to be affected, all parties to the litigation will need to agree on acceptable terms, both monetary and non-monetary.

In this regard, because this matter involves claims under the False Claims Act, any such terms would also need to be approved by the applicable U.S.

government agencies.

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.

10 unchanged sentences

On September 20, 2024, the plaintiffs amended their complaint, and on November 4, 2024, the Company moved to dismiss the case.

The motion to dismiss is pending with the court.

There is currently no trial date scheduled in this matter.

The court granted in part and denied in part the motion to dismiss.

Specifically, the court dismissed one of the plaintiff’s RICO counts but allowed the other RICO count and the consumer protection claims to proceed to discovery.

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

● Federal Trade Commission v.

2 unchanged sentences

In February 2024, GCE filed a partial motion to dismiss, which was denied in August 2024.

Discovery in this matter has commenced and is ongoing, with fact and expert discovery scheduled to conclude in May 2025 and October 2025 respectively.

There is currently no trial date scheduled in this matter.

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.

Grand Canyon Education, Inc., et al .

5 unchanged sentences

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 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

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

Grand Canyon Education, Inc.

1 unchanged sentence

(In thousands, except per share data)

court issued an order reinstating Plaintiff’s RICO claim.

On September 26, 2024, the court lifted the stay on discovery, and discovery resumed, with class certification briefing to conclude in September 2025.

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.

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.

3 unchanged sentences

The plaintiffs assert various claims, including claims for violations of state law consumer protection statutes.

The Company’s response to the complaint is due on May 12, 2025.

There is currently no trial date scheduled in this matter.

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.

8 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 March 31, 2025, 875 shares were available for grants under the 2017 Plan.

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

Restricted Stock

During the three months ended March 31, 2025, the Company granted 86 shares of common stock with a service vesting condition to certain of its executives, officers and employees.

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.

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 three months ended March 31, 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 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.

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.

The restricted shares granted to these directors have voting rights and vest on the earlier of (a) the one-year anniversary of the date of grant or (b) immediately prior to the next annual stockholders meeting.

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

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(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 March 31, 2025

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

Outstanding as of June 30, 2025

Share-based Compensation Expense

The table below outlines share-based compensation expense for the three months ended March 31, 2025 and 2024 related to restricted stock granted:

The table below outlines share-based compensation expense for the six months ended June 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 three months ended March 31, 2025 the Company repurchased 395 shares of common stock, at an aggregate cost of $ 68,394 .

As of March 31, 2025, there remained $ 231,255 available under its current share repurchase authorization.

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.

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.

Excise taxes of $ 1,087 are not included in the repurchase plan totals but are included in the total cost of net share repurchases in the consolidated statement of stockholders’ equity.

Related Party Transactions

Related party transactions include transactions between the Company and certain of its affiliates.

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:

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

Grand Canyon Education, Inc.

Notes to Consolidated Financial Statements

(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.

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