What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-04-24 · 255 added, 118 removed, 595 unchanged (39% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

December 31, 2024 March 31, 2025

December 31, 2024 June 30, 2025

Current assets:

2 unchanged sentences

Tuition receivable, net 76,127 97,878

Income taxes receivable — 762

Other current assets 44,793 56,353

22 unchanged sentences

32,000,000 shares authorized;

24,502,385 and 24,261,716 shares issued and outstanding at December 31, 2024 and March 31, 2025, respectively

24,502,385 and 23,948,762 shares issued and outstanding at December 31, 2024 and June 30, 2025, respectively

Additional paid-in capital 1,532,414 1,489,271

7 unchanged sentences

(in thousands, except per share data)

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Revenues $ 312,266 $ 321,471 $ 602,516 $ 625,061

5 unchanged sentences

Income from operations 41,924 45,760 83,280 85,554

Other income 1,794 2,211

Other income (expense) ( 123 ) ( 315 ) 1,671 1,896

Income before income taxes 41,801 45,445 84,951 87,450

10 unchanged sentences

(in thousands)

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Net income $ 29,898 $ 32,331 $ 59,600 $ 62,075

1 unchanged sentence

Foreign currency translation adjustments 13,592 26,353 ( 13,058 ) 29,696

Unrealized gains on marketable securities, net of tax 143 1

Unrealized gains (losses) on marketable securities, net of tax 71 ( 1 ) 214 —

Comprehensive income $ 43,561 $ 58,683 $ 46,756 $ 91,771

3 unchanged sentences

(in thousands, except share data)

For the three months ended March 31, 2024

For the three months ended June 30, 2024

Common Stock Additional

4 unchanged sentences

Shares Par Value

Balance at December 31, 2023 24,406,816 $ 244 $ 1,517,650 $ 168,871 $ ( 34,247 ) $ 1,652,518

Balance at March 31, 2024 24,607,939 $ 246 $ 1,519,291 $ 183,800 $ ( 60,754 ) $ 1,642,583

Stock-based compensation — — 6,573 — — 6,573

6 unchanged sentences

Net income — — — 29,898 — 29,898

Balance at June 30, 2024 24,622,994 $ 246 $ 1,526,037 $ 198,908 $ ( 47,091 ) $ 1,678,100

For the three months ended June 30, 2025

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Shares Par Value

Balance at March 31, 2025 24,261,716 $ 243 $ 1,502,852 $ 225,440 $ ( 85,221 ) $ 1,643,314

For the three months ended March 31, 2025

Stock-based compensation — — 5,856 — — 5,856

Exercise of stock options 3,396 — 224 — — 224

Issuance of restricted stock, net 9,494 ( 1 ) ( 134 ) — — ( 135 )

Repurchase of common stock ( 325,844 ) ( 3 ) ( 19,527 ) ( 7,236 ) — ( 26,766 )

Common stock dividends ($ 0.60 per share)

— — — ( 14,459 ) — ( 14,459 )

Foreign currency translation adjustment — — — — 26,353 26,353

Unrealized losses on marketable securities, net of tax — — — — ( 1 ) ( 1 )

Net income — — — 32,331 — 32,331

Balance at June 30, 2025 23,948,762 $ 239 $ 1,489,271 $ 236,076 $ ( 58,869 ) $ 1,666,717

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

STRATEGIC EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

For the six months ended June 30, 2024

Common Stock Additional

8 unchanged sentences

Issuance of restricted stock, net 211,314 2 ( 3,833 ) — — ( 3,831 )

Repurchase of common stock ( 391,302 ) ( 4 ) ( 25,759 ) ( 7,937 ) — ( 33,700 )

Common stock dividends ($ 1.20 per share)

3 unchanged sentences

Net income — — — 59,600 — 59,600

Balance at March 31, 2025 24,261,716 $ 243 $ 1,502,852 $ 225,440 $ ( 85,221 ) $ 1,643,314

Balance at June 30, 2024 24,622,994 $ 246 $ 1,526,037 $ 198,908 $ ( 47,091 ) $ 1,678,100

For the six months ended June 30, 2025

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Shares Par Value

Balance at December 31, 2024 24,502,385 $ 245 $ 1,532,414 $ 218,405 $ ( 88,565 ) $ 1,662,499

Stock-based compensation — — 11,327 — — 11,327

Exercise of stock options 4,158 — 267 — — 267

Issuance of restricted stock, net 159,365 1 ( 9,451 ) — — ( 9,450 )

Repurchase of common stock ( 717,146 ) ( 7 ) ( 45,286 ) ( 15,173 ) — ( 60,466 )

Common stock dividends ($ 1.20 per share)

— — — ( 29,231 ) — ( 29,231 )

Foreign currency translation adjustment — — — — 29,696 29,696

Net income — — — 62,075 — 62,075

Balance at June 30, 2025 23,948,762 $ 239 $ 1,489,271 $ 236,076 $ ( 58,869 ) $ 1,666,717

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

2 unchanged sentences

(in thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

20 unchanged sentences

Proceeds from marketable securities 22,525 42,575

Proceeds from other investments 20 —

Other investments ( 96 ) ( 231 )

Cash paid for acquisition, net of cash acquired ( 143 ) ( 16 )

Net cash used in investing activities ( 6,213 ) ( 4,627 )

5 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 534 ) 2,519

Net increase in cash, cash equivalents, and restricted cash 55,903 9,928

Net increase (decrease) in cash, cash equivalents, and restricted cash 62,167 ( 1,673 )

Cash, cash equivalents, and restricted cash — beginning of period 181,925 146,656

12 unchanged sentences

Higher Education (“USHE”), which is primarily comprised of Capella University and Strayer University and is focused on providing flexible and affordable certificate and degree programs to working adults;

(2) Education Technology Services, which primarily develops and maintains relationships with employers to build employee education benefits programs that provide employees access to affordable and industry-relevant training, certificate, and degree programs;

(2) Education Technology Services (“ETS”), which primarily develops and maintains relationships with employers to build education benefits programs that provide employees access to affordable and industry-relevant training, certificate, and degree programs, including through Workforce Edge, a full-service education benefits administration solution for employers, and Sophia Learning, which offers low-cost online general education-level courses;

and (3) Australia/New Zealand (“ANZ”), which through Torrens University and associated assets, provides certificate and degree programs in Australia and New Zealand.

4 unchanged sentences

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

All information as of, and for the three months ended, March 31, 2024 and 2025 is unaudited but, in the opinion of management, contains all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the condensed consolidated financial position, results of operations, and cash flows of the Company.

All information as of, and for the three and six months ended, June 30, 2024 and 2025 is unaudited but, in the opinion of management, contains all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the condensed consolidated financial position, results of operations, and cash flows of the Company.

The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements at that date.

Certain amounts in the prior period have been reclassified to conform to the current period’s presentation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full fiscal year.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year.

Below is a description of the nature of the costs included in the Company’s operating expense categories.

12 unchanged sentences

The functional currency of each of the foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business.

Financial statements of foreign subsidiaries are translated into USD using the exchange rates applicable to the dates of the financial

statements of foreign subsidiaries are translated into USD using the exchange rates applicable to the dates of the financial statements.

Assets and liabilities are translated into USD using the period-end spot foreign exchange rates.

8 unchanged sentences

higher education institution during the academic term.

The Company had approximately $ 1.8 million and $ 1.9 million of these unpaid obligations as of December 31, 2024 and March 31, 2025, respectively.

The Company had approximately $ 1.8 million and $ 2.1 million of these unpaid obligations as of December 31, 2024 and June 30, 2025, respectively.

In Australia and New Zealand, advance tuition payments from international students are required to be restricted until a student commences his or her course.

In addition, a portion of tuition prepayments from students enrolled in a vocational education and training program are held in trust by a third-party law firm to adhere to tuition protection requirements.

As of December 31, 2024 and March 31, 2025, the Company had approximately $ 7.3 million and $ 9.9 million, respectively, of restricted cash related to these requirements in Australia and New Zealand.

As of December 31, 2024 and June 30, 2025, the Company had approximately $ 7.3 million and $ 8.8 million, respectively, of restricted cash related to these requirements in Australia and New Zealand.

These balances are recorded as restricted cash and included in other current assets in the unaudited condensed consolidated balance sheets.

1 unchanged sentence

The Company holds these funds in an interest-bearing account, which is included in other assets in the unaudited condensed consolidated balance sheets.

The following table illustrates the reconciliation of cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows as of March 31, 2024 and 2025 (in thousands):

As of March 31,

As of June 30,

Cash and cash equivalents $ 230,111 $ 133,600

10 unchanged sentences

treasury securities, and corporate debt securities, which are carried at amortized cost.

The Company’s available-for-sale marketable securities consist of corporate debt securities, which are carried at fair value as determined by quoted market prices or other inputs either directly or indirectly observable in the marketplace for identical or similar assets, with unrealized gains and losses, net of tax, recognized as a component of accumulated other comprehensive income (loss) within stockholders’ equity.

The Company’s available-for-sale marketable securities consisted of corporate debt securities, which were carried at fair value as determined by quoted market prices or other inputs either directly or indirectly observable in the marketplace for identical or similar assets, with unrealized gains and losses, net of tax, recognized as a component of accumulated other comprehensive income (loss) within stockholders’ equity.

Management reviews the fair value of the portfolio at least quarterly, and evaluates individual securities with fair value below amortized cost at the balance sheet date for impairment.

14 unchanged sentences

An allowance for credit losses is established based upon historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of estimated recoveries.

These collection rates incorporate historical performance based on a student’s current enrollment status, likelihood of future enrollment, degree mix trends and changes in the overall economic environment.

In the event that current collection trends differ from historical trends, an adjustment is made to the allowance for credit losses and bad debt expense.

The Company’s current tuition receivable and allowance for credit losses were as follows as of December 31, 2024 and March 31, 2025 (in thousands):

December 31, 2024 March 31, 2025

The Company’s current tuition receivable and allowance for credit losses were as follows as of December 31, 2024 and June 30, 2025 (in thousands):

December 31, 2024 June 30, 2025

Tuition receivable $ 127,012 $ 146,249

1 unchanged sentence

Tuition receivable, net $ 76,127 $ 97,878

An additional $ 7.0 million and $ 6.2 million of tuition receivable, net, are included in other assets as of December 31, 2024 and March 31, 2025, respectively, because these amounts are expected to be collected after 12 months.

The following table illustrates changes in the Company’s current and non-current allowance for credit losses for the three months ended March 31, 2024 and 2025 (in thousands).

For the three months ended March 31,

An additional $ 7.0 million and $ 6.4 million of tuition receivable, net, are included in other assets as of December 31, 2024 and June 30, 2025, respectively, because these amounts are expected to be collected after 12 months.

The following table illustrates changes in the Company’s current and non-current allowance for credit losses for the three and six months ended June 30, 2024 and 2025 (in thousands).

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Allowance for credit losses, beginning of period $ 47,275 $ 45,570 $ 47,605 $ 46,185

10 unchanged sentences

The Company has authorized 32,000,000 shares of common stock, par value $ 0.01 , of which 24,502,385 and 23,948,762 shares

were issued and outstanding as of December 31, 2024 and March 31, 2025, respectively.

were issued and outstanding as of December 31, 2024 and June 30, 2025, respectively.

The Company also has authorized 8,000,000 shares of preferred stock, none of which is issued or outstanding.

Before any preferred stock may be issued, the Board of Directors must establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and the terms or conditions of the redemption of the preferred stock.

In February 2025, the Company’s Board of Directors declared a regular, quarterly cash dividend of $ 0.60 per share of common stock.

The dividend was paid on March 17, 2025.

In April 2025, the Company’s Board of Directors declared a regular, quarterly cash dividend of $ 0.60 per share of common stock.

The dividend was paid on June 2, 2025.

Net Income Per Share

5 unchanged sentences

Stock awards are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.

Set forth below is a reconciliation of shares used to calculate basic and diluted earnings per share for the three months ended March 31, 2024 and 2025 (in thousands):

For the three months ended March 31,

Set forth below is a reconciliation of shares used to calculate basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2025 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Weighted average shares outstanding used to compute basic earnings per share 23,442 22,906 23,416 23,113

5 unchanged sentences

Comprehensive income includes net income and all changes in the Company’s equity during a period from non-owner sources, which for the Company consists of unrealized gains and losses on available-for-sale marketable securities, net of tax, and foreign currency translation adjustments.

As of December 31, 2024 and March 31, 2025, the balance of accumulated other comprehensive loss was $ 88.6 million, net of tax of $ 0.1 million, and $ 85.2 million, net of tax of $ 0.1 million, respectively.

There were no reclassifications out of accumulated other comprehensive income (loss) to net income for the three months ended March 31, 2024 and 2025.

As of December 31, 2024 and June 30, 2025, the balance of accumulated other comprehensive loss was $ 88.6 million, net of tax of $ 0.1 million, and $ 58.9 million, net of tax of $ 0.1 million, respectively.

There were no reclassifications out of accumulated other comprehensive income (loss) to net income for the three and six months ended June 30, 2024 and 2025.

Use of Estimates

8 unchanged sentences

Early adoption is permitted, and the amendments should be applied on a prospective basis although retrospective application is permitted.

The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statement disclosures.

Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

10 unchanged sentences

Torrens University offers the majority of its education programs on a trimester system having three primary academic terms, which all occur within the calendar year.

The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category for the three months ended March 31, 2024 and 2025 (in thousands):

For the three months ended March 31,

The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category for the three and six months ended June 30, 2024 and 2025 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Higher Education Segment

Tuition, net of discounts, grants and scholarships $ 207,571 $ 206,714 $ 417,302 $ 418,460

9,042 8,921 18,547 18,183

Higher Education Segment 216,613 215,635 435,849 436,643

1 unchanged sentence

Tuition, net of discounts, grants and scholarships 69,004 67,849 114,638 114,295

2,126 1,295 3,867 3,109

Total Australia/New Zealand Segment 71,130 69,144 118,505 117,404

13 unchanged sentences

Any cash received prior to the start of an academic term or program is recorded as a contract liability.

Some students may be eligible for scholarship awards, the estimated value of which will be realized in the future and is deducted from revenue when earned, based on historical student attendance and completion behavior.

Contract liabilities are recorded as a current or long-term liability in the unaudited condensed consolidated balance sheets based on when the benefits are expected to be realized.

15 unchanged sentences

The table below presents activity in the contract liability related to the Learn and Earn Scholarship (in thousands):

For the three months ended March 31,

For the six months ended June 30,

Balance at beginning of period $ 44,480 $ 37,118

7 unchanged sentences

Each quarter, the Company assesses its assumptions underlying these estimates.

As of December 31, 2024 and March 31, 2025, the Company had $ 14.7 million and $ 15.6 million, respectively, of contract liabilities in the unaudited condensed consolidated balance sheets related to tuition cap benefits that are estimated to be redeemed in the future.

As of December 31, 2024 and June 30, 2025, the Company had $ 14.7 million and $ 16.3 million, respectively, of contract liabilities in the unaudited condensed consolidated balance sheets related to tuition cap benefits that are estimated to be redeemed in the future.

The amount estimated to be redeemed in the next 12 months is $ 6.5 million and is included as a current contract liability in the unaudited condensed consolidated balance sheets.

4 unchanged sentences

The Company incurs severance and other employee separation costs related to employee terminations that are not tied to a formal restructuring plan.

The Company incurred $ 0.3 million and $ 1.5 million of severance and other employee separation charges during the three months ended March 31, 2024 and 2025, respectively, related to the elimination of certain positions.

The Company incurred $ 1.0 million and $ 1.3 million of severance and other employee separation charges during the three and six months ended June 30, 2024, respectively, and $ 1.3 million and $ 2.8 million during the three and six months ended June 30, 2025, respectively, related to the elimination of certain positions.

These severance and other employee separation charges are included in Restructuring costs on the unaudited condensed consolidated statements of income.

The following details the changes in the Company’s severance and other employee separation costs restructuring liabilities during the three months ended March 31, 2024 and 2025 (in thousands):

The following details the changes in the Company’s severance and other employee separation costs restructuring liabilities during the six months ended June 30, 2024 and 2025 (in thousands):

Severance Restructuring Liability

2 unchanged sentences

Payments ( 1,630 )

Balance as of March 31, 2024 $ 117

Balance as of June 30, 2024

Balance as of December 31, 2024 (1)

1 unchanged sentence

Payments ( 2,833 )

Balance as of March 31, 2025 (1)

Balance as of June 30, 2025 (1)

____________________________________

1 unchanged sentence

The Company evaluates its owned and leased real estate portfolio on an ongoing basis, which has resulted in the consolidation and sale of underutilized facilities.

The Company recorded approximately $ 0.1 million of right-of-use lease asset charges during the three months ended March 31, 2025 related to facilities that were consolidated during the period.

The Company also recorded fixed asset impairment charges of approximately $ 0.1 million during the three months ended March 31, 2025.

There were no right-of-use lease asset charges or fixed asset impairment charges during the three months ended March 31, 2024.

The Company recorded a net benefit related to the early termination and related extinguishment of lease liabilities of approximately $ 6.2 million during the three months ended March 31, 2024.

The Company recorded approximately $ 0.7 million and $ 0.8 million of right-of-use lease asset charges during the three and six months ended June 30, 2025, respectively, related to facilities that were consolidated during the period.

The Company also recorded fixed asset impairment charges of approximately $ 0.7 million and $ 0.8 million during the three and six months ended June 30, 2025, respectively.

There were no right-of-use lease asset charges or fixed asset impairment charges during the three and six months ended June 30, 2024.

The Company recorded a net benefit related to the early termination and related extinguishment of lease liabilities of approximately $ 6.2 million during the six months ended June 30, 2024.

These right-of-use lease asset and fixed asset impairment charges and net benefits from early lease terminations are included in Restructuring costs on the unaudited condensed consolidated statements of income.

5 unchanged sentences

Total $ 500 $ — $ ( 1 ) $ 499

The Company did not have any marketable securities classified as available-for-sale as of March 31, 2025.

The following is a summary of held-to-maturity securities, which are carried at amortized cost, as of December 31, 2024 and March 31, 2025 (in thousands):

The Company did not have any marketable securities classified as available-for-sale as of June 30, 2025.

The following is a summary of held-to-maturity securities, which are carried at amortized cost, as of December 31, 2024 and June 30, 2025 (in thousands):

Amortized Cost Gross Unrealized Gain Gross Unrealized (Losses) Estimated Fair Value

4 unchanged sentences

Total $ 61,431 $ 18 $ ( 26 ) $ 61,423

Balance as of March 31, 2025

Balance as of June 30, 2025

Term deposits $ 16,418 $ — $ — $ 16,418

2 unchanged sentences

Total $ 46,336 $ 47 $ ( 12 ) $ 46,371

The unrealized gains and losses on the Company’s investments in marketable securities as of December 31, 2024 and March 31, 2025 were caused by changes in market values primarily due to interest rate changes.

As of March 31, 2025, there were no securities which were in an unrealized loss position for a period longer than twelve months.

The unrealized gains and losses on the Company’s investments in marketable securities as of December 31, 2024 and June 30, 2025 were caused by changes in market values primarily due to interest rate changes.

As of June 30, 2025, there were no securities which were in an unrealized loss position for a period longer than twelve months.

The Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell these securities prior to the recovery of their amortized cost basis, which may be at maturity.

As such, no impairment charges were recorded during the three months ended March 31, 2024 and 2025.

As such, no impairment charges were recorded during the three and six months ended June 30, 2024 and 2025.

The Company has no allowance for credit losses related to its marketable securities as all investments are in investment grade securities.

The following table summarizes the maturities of the Company’s marketable securities as of December 31, 2024 and March 31, 2025 (in thousands):

December 31, 2024 March 31, 2025

The following table summarizes the maturities of the Company’s marketable securities as of December 31, 2024 and June 30, 2025 (in thousands):

December 31, 2024 June 30, 2025

Available-for-sale securities Held-to-maturity securities Available-for-sale securities Held-to-maturity securities

2 unchanged sentences

Total $ 499 $ 61,431 $ — $ 46,336

The following table summarizes the purchases of and proceeds from marketable securities for the three months ended March 31, 2024 and 2025 (in thousands):

For the three months ended March 31,

The following table summarizes the purchases of and proceeds from marketable securities for the six months ended June 30, 2024 and 2025 (in thousands):

For the six months ended June 30,

Purchases of marketable securities

5 unchanged sentences

Total proceeds from marketable securities $ 22,525 $ 42,575

The Company did not sell any available-for-sale or held-to-maturity securities during the three months ended March 31, 2024 and 2025.

The Company did not record any gross realized gains or losses in net income during the three months ended March 31, 2024 and 2025.

The Company did not sell any available-for-sale or held-to-maturity securities during the three and six months ended June 30, 2024 and 2025.

The Company did not record any gross realized gains or losses in net income during the three and six months ended June 30, 2024 and 2025.

Fair Value Measurement

11 unchanged sentences

Total assets at fair value on a recurring basis $ 92,915 $ 92,416 $ 499 $ —

Assets measured at fair value on a recurring basis consist of the following as of March 31, 2025 (in thousands):

Assets measured at fair value on a recurring basis consist of the following as of June 30, 2025 (in thousands):

Fair Value Measurements at Reporting Date Using

March 31, 2025 Quoted Prices in

June 30, 2025 Quoted Prices in

Active Markets

7 unchanged sentences

• Money market funds – Classified in Level 1 is excess cash the Company holds in money market funds, which are included in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets.

The Company’s other cash and cash equivalents at December 31, 2024 and March 31, 2025 approximate fair value and are not disclosed in the above tables because of the short-term nature of the financial instruments.

The Company’s other cash and cash equivalents as of December 31, 2024 and June 30, 2025 approximate fair value and are not disclosed in the above tables because of the short-term nature of the financial instruments.

• Available-for-sale securities – Classified in Level 2 and valued using readily available pricing sources for comparable instruments utilizing observable inputs from active markets.

3 unchanged sentences

treasury securities, and corporate debt securities, are not included in the tables above as they are carried at amortized cost and not measured at fair value on a recurring basis.

The estimated fair value of the Company’s held-to-maturity marketable securities at December 31, 2024 and March 31, 2025 was $ 61.4 million and $ 53.4 million, respectively.

The estimated fair value of the Company’s held-to-maturity marketable securities as of December 31, 2024 and June 30, 2025 was $ 61.4 million and $ 46.4 million, respectively.

These securities are valued using readily available pricing sources for comparable instruments utilizing observable inputs from active markets and are classified in Level 2 of the fair value hierarchy.

The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods and did not transfer assets or liabilities between levels of the fair value hierarchy during the three months ended March 31, 2024 and 2025.

Goodwill and Intangible Assets

The following table presents changes in the carrying value of goodwill by segment for the three months ended March 31, 2024 (in thousands):

The following table presents changes in the carrying value of goodwill by segment for the six months ended June 30, 2024 (in thousands):

Higher Education Australia /

4 unchanged sentences

Currency translation adjustments — ( 10,926 ) — ( 10,926 )

Balance as of March 31, 2024 $ 632,075 $ 497,807 $ 100,000 $ 1,229,882

The following table presents changes in the carrying value of goodwill by segment for the three months ended March 31, 2025 (in thousands):

Balance as of June 30, 2024 $ 632,075 $ 508,887 $ 100,000 $ 1,240,962

The following table presents changes in the carrying value of goodwill by segment for the six months ended June 30, 2025 (in thousands):

Higher Education Australia /

4 unchanged sentences

Currency translation adjustments — 24,222 — 24,222

Balance as of March 31, 2025 $ 632,075 $ 477,635 $ 100,000 $ 1,209,710

Balance as of June 30, 2025 $ 632,075 $ 499,030 $ 100,000 $ 1,231,105

The Company assesses goodwill at least annually for impairment during the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit below its carrying amount.

No events or circumstances occurred in the three months ended March 31, 2025 to indicate an impairment to goodwill at any of the Company’s segments.

There were no impairment charges related to goodwill recorded during the three months ended March 31, 2024 and 2025.

No events or circumstances occurred in the three and six months ended June 30, 2025 to indicate an impairment to goodwill at any of the Company’s segments.

There were no impairment charges related to goodwill recorded during the three and six months ended June 30, 2024 and 2025.

Intangible Assets

3 unchanged sentences

The following table presents changes in the carrying value of indefinite-lived intangible assets (in thousands):

For the three months ended March 31,

For the six months ended June 30,

Balance at beginning of period $ 251,623 $ 245,098

4 unchanged sentences

The Company assesses indefinite-lived intangible assets at least annually for impairment during the fourth quarter, or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective indefinite-lived intangible asset below its carrying amount.

No events or circumstances occurred in the three months ended March 31, 2025 to indicate an impairment to indefinite-lived intangible assets.

There were no impairment charges related to indefinite-lived intangible assets recorded during the three months ended March 31, 2024 and 2025.

In the second quarter of 2024, the Company recorded a $ 0.8 million indefinite-lived intangible asset impairment charge, which is included in Restructuring costs on the unaudited condensed consolidated statements of income.

No events or circumstances occurred in the six months ended June 30, 2025 to indicate an impairment to indefinite-lived intangible assets.

There were no impairment charges related to indefinite-lived intangible assets recorded during the three and six months ended June 30, 2025.

Other Current Assets

Other current assets consist of the following as of December 31, 2024 and March 31, 2025 (in thousands):

December 31, 2024 March 31, 2025

Other current assets consist of the following as of December 31, 2024 and June 30, 2025 (in thousands):

December 31, 2024 June 30, 2025

Prepaid expenses $ 20,841 $ 30,616

3 unchanged sentences

Other current assets $ 44,793 $ 56,353

Other assets consist of the following as of December 31, 2024 and March 31, 2025 (in thousands):

December 31, 2024 March 31, 2025

Other assets consist of the following as of December 31, 2024 and June 30, 2025 (in thousands):

December 31, 2024 June 30, 2025

Cloud computing arrangements, net of current portion $ 18,328 $ 23,925

10 unchanged sentences

In 2020, pursuant to the terms of the perpetual license agreement associated with the Jack Welch Management Institute, the Company made a final one-time cash payment of approximately $ 25.3 million for the right to continue to use the Jack Welch name and likeness.

As of December 31, 2024 and March 31, 2025, $ 14.7 million and $ 14.3 million, respectively, of this payment is included in the prepaid expenses, net of current portion balance, as the payment is being amortized over an estimated useful life of 15 years.

As of December 31, 2024 and June 30, 2025, $ 14.7 million and $ 13.9 million, respectively, of this payment is included in the prepaid expenses, net of current portion balance, as the payment is being amortized over an estimated useful life of 15 years.

Equity Method Investments

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The Company has commitments to invest up to an additional $ 1.9 million across these partnerships through 2031.

The Company’s investments range from 3 %- 5 % of any partnership’s interest and are accounted for under the equity method.

The following table illustrates changes in the Company’s limited partnership investments for the three months ended March 31, 2024 and 2025 (in thousands):

For the three months ended March 31,

The Company’s investments range from 3 % to 5 % of any partnership’s interest and are accounted for under the equity method.

The following table illustrates changes in the Company’s limited partnership investments for the three and six months ended June 30, 2024 and 2025 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Limited partnership investments, beginning of period $ 15,889 $ 13,514 $ 16,068 $ 13,428

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Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of December 31, 2024 and March 31, 2025 (in thousands):

December 31, 2024 March 31, 2025

Accounts payable and accrued expenses consist of the following as of December 31, 2024 and June 30, 2025 (in thousands):

December 31, 2024 June 30, 2025

Trade payables $ 55,733 $ 59,115

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Coverage ratio is defined as the ratio of trailing four-quarter EBITDA and rent expense to trailing four-quarter interest and rent expense.

As of December 31, 2024 and March 31, 2025, the Company was in compliance with all covenants of the Amended Credit Facility and had no borrowings outstanding under the Revolving Credit Facility.

During the three months ended March 31, 2024 and 2025, the Company paid $ 1.2 million and $ 0.1 million, respectively, of interest and unused commitment fees related to its Revolving Credit Facility.

As of December 31, 2024 and June 30, 2025, the Company was in compliance with all covenants of the Amended Credit Facility and had no borrowings outstanding under the Revolving Credit Facility.

During the six months ended June 30, 2024 and 2025, the Company paid $ 2.4 million and $ 0.3 million, respectively, of interest and unused commitment fees related to its Revolving Credit Facility.

Other Long-Term Liabilities

Other long-term liabilities consist of the following as of December 31, 2024 and March 31, 2025 (in thousands):

December 31, 2024 March 31, 2025

Other long-term liabilities consist of the following as of December 31, 2024 and June 30, 2025 (in thousands):

December 31, 2024 June 30, 2025

Contract liabilities, net of current portion $ 34,505 $ 36,070

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Equity Awards

The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three months ended March 31, 2024 and 2025 (in thousands):

For the three months ended March 31,

The following table sets forth the amount of stock-based compensation expense recorded in each of the expense line items for the three and six months ended June 30, 2024 and 2025 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Instructional and support costs $ 1,822 $ 1,969 $ 3,055 $ 4,256

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Stock-based compensation expense, net of tax $ 4,831 $ 4,317 $ 8,735 $ 8,353

During the three months ended March 31, 2024 and 2025, the Company recognized shortfall tax impacts of approximately $ 1.3 million and windfall tax impacts of approximately $ 0.5 million, respectively, related to share-based payment arrangements, which were adjustments to the provision for income taxes.

During the three months ended March 31, 2024 and 2025, the Company recorded income tax expense of $ 13.4 million and $ 12.3 million, respectively.

Income tax expense for the three months ended March 31, 2024 and 2025 include shortfall tax impacts of approximately $ 1.3 million and windfall tax impacts of approximately $ 0.5 million, respectively, related to share-based payment arrangements.

The Company had no unrecognized tax benefits as of December 31, 2024 and March 31, 2025.

Interest and penalties, including those related to uncertain tax positions, are included in the provision for income taxes in the unaudited condensed consolidated statements of income.

The Company paid $ 2.4 million and $ 1.9 million in income taxes during the three months ended March 31, 2024 and 2025, respectively.

During the six months ended June 30, 2024 and 2025, the Company recorded income tax expense of $ 25.4 million and $ 25.4 million, respectively.

Income tax expense for the six months ended June 30, 2024 and 2025 include shortfall tax impacts of approximately $ 1.2 million and windfall tax impacts of approximately $ 0.4 million, respectively, related to share-based payment arrangements.

The Company had no unrecognized tax benefits as of December 31, 2024 and June 30, 2025.

Interest and penalties, including

those related to uncertain tax positions, are included in the provision for income taxes in the unaudited condensed consolidated statements of income.

The Company paid $ 25.9 million and $ 29.2 million in income taxes during the six months ended June 30, 2024 and 2025, respectively.

The tax years since 2021 remain open for federal tax examination, the tax years since 2020 remain open to examination by certain states, and the tax years since 2019 remain open to examination by foreign taxing jurisdictions in which the Company is subject to taxation.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBB”) , which includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The Company currently does not expect the OBBB to have a material impact on its annual effective tax rate in 2025.

Segment Reporting

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USHE also operates non-degree web and mobile application development courses through Hackbright Academy and Devmountain, which are units of Strayer University.

The Education Technology Services segment primarily develops and maintains relationships with employers to build employee education benefits programs that provide employees access to affordable and industry-relevant training, certificate, and degree programs.

The employer relationships developed by the Education Technology Services segment are an important source of student enrollment for Capella University and Strayer University, and a significant portion of the revenue attributed to the Education Technology Services segment is driven by the volume of enrollment derived from these employer relationships.

Education Technology Services also supports employer partners through Workforce Edge, a platform which provides employers a full-service education benefits administration solution, and Sophia Learning, which offers low-cost online general education-level courses recommended by the American Council on Education for credit at other colleges and universities.

The Australia/New Zealand segment is comprised of Torrens University, Think Education, and Media Design School in Australia and New Zealand, which collectively offer certificate and degree programs in business, design, education, hospitality, healthcare, and technology through campuses in Australia, New Zealand, and online.

The ETS segment primarily develops and maintains relationships with employers to build education benefits programs that provide employees access to affordable and industry-relevant training, certificate, and degree programs.

The employer relationships developed by the ETS segment are an important source of student enrollment for Capella University and Strayer University, and a significant portion of the revenue attributed to the ETS segment is driven by the volume of enrollment derived from these employer relationships.

ETS also supports employer partners through Workforce Edge, a platform which provides employers a full-service education benefits administration solution, and Sophia Learning, which offers low-cost online general education-level courses recommended by the American Council on Education for credit at other colleges and universities.

The ANZ segment is comprised of Torrens University, Think Education, and Media Design School in Australia and New Zealand, which collectively offer certificate and degree programs in business, design, education, hospitality, healthcare, and technology through campuses in Australia, New Zealand, and online.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer.

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On a monthly basis, the CODM reviews budget-to-actual, latest forecast-to-actual, and year-over-year actual variances when reviewing segment performance and making decisions about the allocation of resources to each segment.

A summary of financial information by reportable segment for the three months ended March 31, 2024 is presented in the following table (in thousands):

A summary of financial information by reportable segment for the three months ended June 30, 2024 is presented in the following table (in thousands):

Higher Education Australia/New Zealand Education Technology Services Total

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Enterprise shared services allocation 14,800 4,621 1,013 20,434

Segment income (loss) from operations $ 28,013 $ ( 2,255 ) $ 10,088 $ 35,846

Segment income from operations $ 19,825 $ 14,060 $ 10,034 $ 43,919

Unallocated expenses

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Consolidated income from operations $ 41,924

Other expense ( 123 )

Consolidated income before income taxes $ 41,801

A summary of financial information by reportable segment for the three months ended June 30, 2025 is presented in the following table (in thousands):

Higher Education Australia/New Zealand Education Technology Services Total

Revenues $ 215,635 $ 69,144 $ 36,692 $ 321,471

Segment expenses

Direct segment expenses 179,840 50,873 19,949 250,662

Enterprise shared services allocation 15,036 5,515 1,715 22,266

Segment income from operations $ 20,759 $ 12,756 $ 15,028 $ 48,543

Unallocated expenses

Restructuring costs ( 2,783 )

Consolidated income from operations $ 45,760

Other expense ( 315 )

Consolidated income before income taxes $ 45,445

A summary of financial information by reportable segment for the six months ended June 30, 2024 is presented in the following table (in thousands):

Higher Education Australia/New Zealand Education Technology Services Total

Revenues $ 435,849 $ 118,505 $ 48,162 $ 602,516

Segment expenses

Direct segment expenses 357,683 97,658 25,905 481,246

Enterprise shared services allocation 30,328 9,042 2,135 41,505

Segment income from operations $ 47,838 $ 11,805 $ 20,122 $ 79,765

Unallocated expenses

Restructuring costs 3,515

Consolidated income from operations $ 83,280

Other income 1,671

Consolidated income before income taxes $ 84,951

A summary of financial information by reportable segment for the three months ended March 31, 2025 is presented in the following table (in thousands):

A summary of financial information by reportable segment for the six months ended June 30, 2025 is presented in the following table (in thousands):

Higher Education Australia/New Zealand Education Technology Services Total

3 unchanged sentences

Enterprise shared services allocation 30,550 10,620 3,381 44,551

Segment income (loss) from operations $ 29,956 $ ( 2,096 ) $ 13,848 $ 41,708

Segment income from operations $ 50,715 $ 10,660 $ 28,876 $ 90,251

Unallocated expenses

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Consolidated income before income taxes $ 87,450

The following table presents a schedule of significant non-cash items included in segment income (loss) from operations by reportable segment for the three months ended March 31, 2024 and 2025 (in thousands):

For the three months ended March 31,

The following table presents a schedule of significant non-cash items included in segment income from operations by reportable segment for the three and six months ended June 30, 2024 and 2025 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2024 2025 2024 2025

Depreciation and amortization

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Other than as set forth below, there have been no material changes to the laws and regulations affecting the Company’s higher education institutions that are described in our Annual Report on Form 10-K for the year ended December 31, 2024.

United States Regulation

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the OBBB, which includes, among other things, amendments to portions of the Higher Education Act of 1965 and the Internal Revenue Code of 1986, as amended.

Various portions of the bill may go through negotiated rulemaking prior to implementation, and it is impossible to predict the outcome of those negotiations or the rulemaking process.

OBBB 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.

OBBB eliminates, effective July 2026, Federal Direct PLUS loans for graduate and professional students, with some limited grandfathering for current graduate and professional student borrowers.

The law also sets new annual and aggregate loan limits for such borrowers, with some limited grandfathering.

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.

OBBB 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).

OBBB 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, OBBB 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.

OBBB creates an 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.

OBBB 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

OBBB 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.

OBBB 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.

Among other things related to loan repayment plans, OBBB 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.

OBBB 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, OBBB 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.

OBBB 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.

The 90/10 Rule

A requirement of the Higher Education Act, commonly referred to as the 90/10 Rule, applies only to proprietary institutions of higher education, which include Capella University and Strayer University.

Under this rule, a proprietary institution is prohibited from deriving more than 90% of its revenues (as revenues are computed under the Department of Education’s methodology) from federal funds on a cash accounting basis (except for certain institutional loans) for any fiscal year.

Historically, by statute, only Title IV funds have been considered within the 90% metric;

however, as described below, that changed for fiscal years beginning on or after January 1, 2023.

A proprietary institution of higher education that violates the 90/10 Rule for any fiscal year will be placed on provisional certification for up to two fiscal years.

Proprietary institutions of higher education that violate the 90/10 Rule for two consecutive fiscal years will become ineligible to participate in Title IV programs for at least two fiscal years and will be required to demonstrate compliance with Title IV eligibility and certification requirements for at least two fiscal years prior to resuming Title IV program participation.

In addition, the Department of Education discloses on its website any proprietary institution of higher education that fails to meet the 90/10 requirement and reports annually to Congress the relevant ratios for each proprietary institution of higher education.

On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021, which included a change to the 90/10 methodology to include all federal funding.

The Department of Education promulgated new regulations regarding, among other things, the 90/10 rule as part of the Institutional and Programmatic Eligibility negotiated rulemaking and the committee reached consensus on the topic in March 2022.

The Department released final regulations on October 27, 2022.

The regulatory changes require proprietary institutions to count all “federal education assistance funds” as federal revenue in the 90/10 calculation for fiscal years beginning on or after January 1, 2023.

The preamble to the final rule and subsequent sub-regulatory guidance prohibited the inclusion of non-Title IV eligible programs offered in part or in full through distance education or at unapproved locations in the 10% calculation, but this language was effectively rescinded by new interpretive guidance published by the Department on July 7, 2025.

On December 21, 2022, the Department released a list of federal agencies and federal education assistance programs that must be included as federal revenue in the 90/10 calculation.

Such agencies include the U.S.

Department of Defense (military tuition assistance) and the Department of Veterans Affairs (veterans education benefits).

The Department indicated that it will publish periodic updates to the list as needed.

In addition, certain members of Congress have proposed to revise the 90/10 Rule to reduce the limit on federal funding to 85% of total revenue.

In the context of Higher Education Act reauthorization, defense bills and appropriations bills, other members of Congress have proposed legislation that would eliminate the 90/10 Rule.

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

State Authorization Reciprocity Agreement (SARA)

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Such proposals included circumstances under which an institution may be denied participation in SARA or have its participation limited as a result of investigations or adverse actions against it related to the institution’s academic quality, financial stability, or student consumer protection issues.

On April 25, 2025, NC-SARA will hold its public comment forum to seek input on these potential changes.

On April 25, 2025, NC-SARA held its public comment forum to seek input on these potential changes.

In addition to the public comment forum, NC-SARA permitted submission of written comments in two rounds:

between March 6, 2025 and April 7, 2025 (now closed), and between June 9, 2025 and July 7, 2025.

between March 6, 2025 and April 7, 2025 and between June 9, 2025 and July 7, 2025 (both now closed).

NC-SARA’s regional compacts/regional steering committees and the NC-SARA board of directors will vote on each proposal presented by September 2, 2025, and October 23, 2025, respectively.

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On April 4, 2025, the Department announced its intention to host public hearings and convene one or more negotiated rulemaking committees to prepare proposed Title IV regulations.

The Department is hosting public hearings on April 29, 2025 and May 1, 2025 and will accept written comments through May 5, 2025.

The Department is seeking public comments on the following topics:

(1) refining definitions of a qualifying employer for the purposes of determining eligibility for the Public Service Loan Forgiveness program;

(2) Pay As You Earn (PAYE) and Income Contingent Repayment (ICR) plans;

and (3) potential topics that would streamline current federal student financial assistance program regulations while maintaining or improving program integrity and institutional quality.

The Department hosted public hearings on April 29, 2025 and May 1, 2025 and accepted written comments through May 5, 2025.

The Department held negotiated rulemaking on proposed changes to the Public Service Loan Forgiveness program June 30 through July 2, 2025.

The negotiating committee did not reach consensus on changes, and as a result the Department will be able to propose its own regulatory language.

On July 24, 2025, the Department of Education announced its intention to establish two negotiated rulemaking committees to prepare proposed regulations implementing the OBBB.

One committee will address federal student loan-related changes and is scheduled to meet for two multi-day sessions between September 2025 and November 2025.

A second committee will address Workforce Pell, institutional and programmatic accountability, and other issues, and is scheduled to meet for two multi-day sessions between December 2025 and January 2026.

On April 19, 2024, the U.S.

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and eliminates the requirement for live hearings with an opportunity for cross-examination at the post-secondary level.

Multiple states have joined lawsuits against the Department challenging the 2024 Title IX Rule, and federal district courts have granted preliminary injunctions enjoining the Department from enforcing the final rule in Alabama, Alaska, Arkansas, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Montana, Nebraska, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, West Virginia, and Wyoming.

Multiple states have joined lawsuits against the Department

challenging the 2024 Title IX Rule, and federal district courts have granted preliminary injunctions enjoining the Department from enforcing the final rule in Alabama, Alaska, Arkansas, Florida, Georgia, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Montana, Nebraska, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, West Virginia, and Wyoming.

Certain courts have issued orders expanding the injunction to named schools, irrespective of where those schools are located;

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On February 28, 2025, the Department issued additional guidance in a Frequently Asked Questions (“FAQs”) document clarifying aspects of the DCL.

Multiple lawsuits have been filed seeking to enjoin and vacate the DCL and FAQs alleging that they are unconstitutional, violate the Administrative Procedure Act, and are vague and disrupt educational practices, including by limiting academic freedom.

limiting academic freedom.

Capella University and Strayer University are not parties to the lawsuits.

2 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-Q

Item 1. Financial Statements