What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-27 · 446 added, 349 removed, 911 unchanged (47% of the section changed)

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We operate primarily through our wholly-owned subsidiaries, Capella University and Strayer University, both accredited post-secondary institutions of higher education located in the United States, and Torrens University, an accredited post-secondary institution of higher education located in Australia.

Our operations also include the Education Technology Services segment, 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.

Our operations also include the Education Technology Services segment, 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.

We generated revenue of $1.3 billion in 2025.

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Higher Education (“USHE”) Segment

Our USHE segment provides flexible and affordable certificate and degree programs to working adults primarily through Capella University and Strayer University (the “USHE Universities”), including the Jack Welch Management Institute MBA, which is a unit of Strayer University.

USHE also offers non-degree web and mobile application development courses through Hackbright Academy (“Hackbright”) and Devmountain, which are units of Strayer University.

USHE also offers non-degree web and mobile application development courses through Hackbright Academy (“Hackbright”) and Devmountain, which are offerings of Strayer University.

Student Profile

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Capella University is accredited by the Higher Learning Commission (the “Higher Learning Commission” or “HLC”), a higher education institutional accrediting agency recognized by the Department of Education.

Capella University’s educational offerings are competency-based and delivered in two online, convenient, and flexible formats known as GuidedPath and FlexPath.

Capella University’s educational offerings are competency-based and delivered in two online academic delivery models, known as GuidedPath and FlexPath, both of which are convenient and flexible.

Capella University designs its curricula to help working adult students develop specific competencies they can apply in their workplace.

Capella University’s GuidedPath delivery model consists of credit-hour courses offered on a quarterly academic schedule, which coincide with calendar quarters.

Capella University provides new students in most GuidedPath programs the flexibility to begin the first course in their program of study at the beginning of any month.

The GuidedPath delivery model consists of credit-hour courses offered on a quarterly academic schedule, which coincide with calendar quarters.

Capella University also provides new students in most GuidedPath programs the flexibility to begin the first course in their program of study at the beginning of any month.

These students then enroll in subsequent courses on a regular quarterly course schedule.

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Each course has a designated start date, and most courses last for ten weeks.

Capella University develops GuidedPath courses to be asynchronous, allowing students to attend each course according to their weekly schedule.

GuidedPath students demonstrate their mastery of competencies through authentic assessments.

They must participate weekly in discussions and/or respond to questions posed by the instructor and other students’ comments.

GuidedPath courses are developed to be asynchronous, allowing students to attend each course according to their weekly schedule.

GuidedPath students demonstrate their mastery of competencies through authentic assessments and must participate weekly in discussions and/or respond to questions posed by the instructor and other students.

This format provides an interactive experience in which each student is encouraged and required to be actively engaged.

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The FlexPath delivery model is a form of competency-based education untethered from the traditional credit hour, called direct assessment.

In FlexPath, faculty assess students’ mastery of competencies through authentic assessments upon student submission.

In FlexPath, faculty assess students’ mastery of competencies through authentic assessments submitted by students.

FlexPath students set their own deadlines, demonstrate competencies via authentic assessment, and move through courses at their speed, allowing them to accelerate or slow down to meet their learning needs and schedule demands.

The primary exception to Capella University’s online format is for specific doctoral and master’s degree programs related to professional licensure.

The primary exceptions to Capella University’s online format are programs that require in‑person or supervised clinical or practicum experiences to meet licensure, accreditation, or professional practice requirements.

These students participate in periodic residencies, year-in-residencies, and supervised practica and internships as part of their programs.

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Capella University also offers certificate programs, consisting of a series of courses focused on a particular area of study, for students who seek to enhance their skills and knowledge.

Online certificate courses can be taken to prepare for an undergraduate degree program, graduate degree program or on a stand-alone basis.

The duration of certificate programs ranges from two quarters to approximately two years.

Online certificate courses can be taken to prepare for an undergraduate or graduate degree program, or on a stand-alone basis.

Depending on the program, the duration of certificate programs ranges from two quarters to approximately two years.

Capella University hires faculty with teaching and/or practitioner experience in their discipline and appropriate academic credentials.

The faculty consists of full-time academic administrators as well as core, part-time, and adjunct faculty.

The primary responsibilities of full-time academic administrators are to monitor the quality and relevance of curricula, recruit and manage teaching faculty, and maintain accreditation standards.

The primary responsibilities of full-time academic administrators include monitoring the quality and relevance of curricula, recruiting and managing teaching faculty, and maintaining accreditation standards.

School academic leaders supervise faculty.

Core, part-time, and adjunct faculty teach courses, serve on curriculum or other relevant committees, work on curriculum development in their areas of expertise, and serve as comprehensive exam readers and dissertation mentors to doctoral students in addition to other responsibilities.

Full-time, part-time, and adjunct faculty teach courses, serve on curriculum or other relevant committees, contribute to curriculum development in their areas of expertise, and serve as comprehensive exam readers and dissertation mentors to doctoral students, along with other assigned responsibilities.

None of Capella University’s employees are a party to any collective bargaining or similar agreement with Capella University.

Before offering a teaching assignment, Capella University provides significant training to new faculty members, including an online development program focused on the Capella University way of effective online teaching, its educational philosophy, teaching expectations and its online platform.

In addition, the university provides all faculty members with professional development and training opportunities on an ongoing basis.

Prior to receiving a teaching assignment, Capella University provides significant training to new faculty members, including an online development program focused on the Capella University approach to effective online teaching, its educational philosophy, teaching expectations, and its online platform.

In addition, the university offers all faculty members ongoing professional development and training opportunities.

Organization of Capella University

Overall academic and business decisions of Capella University, including review and approval of the annual financial budget, are directed by its Board of Trustees.

Capella University’s By-Laws prescribe that a majority of members be independent from Capella University and the Company to assure independent oversight of all academic programs and services.

Capella University’s By-Laws prescribe that a majority of members be independent from Capella University and the Company to ensure independent oversight of all academic programs and services.

Within the academic, strategic, and financial parameters set by the Board of Trustees, Capella University is managed daily by the Capella University President.

The President is responsible for overseeing the implementation of the policies established by the Board of Trustees and is supported in this function by senior administrative officers.

The Boards of Trustees of Capella

University and Strayer University are independent of each other and from the Board of Directors of Torrens University, and have no overlapping members.

Additionally, the Boards of Trustees of

Capella University and Strayer University are independent of each other and from the Board of Directors of Torrens University, and have no overlapping members.

Capella University engages in a range of relationship-based marketing activities to build the Capella brand, differentiate it from other educational providers, increase awareness and consideration with prospective students, generate inquiries for enrollment, and stimulate referrals from current students and graduates.

These marketing activities include online advertising (display, social, mobile, search, and through aggregators), television, email, and direct mail advertising campaigns.

Other marketing activities include supportive outreach to current students, participation in seminars and trade shows, and developing key marketing relationships with corporate, healthcare, armed forces, government, and educational organizations.

Additional marketing efforts include supportive outreach to current students, participation in seminars and trade shows, and the development of key marketing relationships with corporate, healthcare, armed forces, government, and educational organizations.

Student Admissions

Capella University designs its admission process to offer access to prospective students seeking the benefits of post-secondary education while providing feedback to students regarding their ability to complete their chosen program successfully.

Generally, students must complete an orientation to online education and a skills assessment before the first course of their program of study, which helps the university understand each students’ specific needs and readiness.

Students must complete the first course in their program of study to continue their education.

Students enrolling in bachelor’s programs must have a high school diploma or a General Educational Development (“GED”) and demonstrate competence in writing and logical reasoning during the first course of their program of study.

Additionally, applicants to undergraduate programs who do not have transferable credits from an accredited higher education institution must pass assessments in writing and reading before acceptance into the program.

Capella University designs its admission process to broaden access for prospective students seeking the benefits of post-secondary education while also providing feedback to students regarding their ability to complete their chosen program successfully.

Generally, students must complete an orientation to online education and a skills assessment before beginning their first course, which helps the university understand each students’ specific needs and readiness.

Students must also successfully complete the first course in their program of study to continue their education.

Students enrolling in bachelor’s programs must have a high school diploma or a General Educational Development (“GED”) certificate and demonstrate college‑readiness during the first course of their program of study.

Applicants to undergraduate programs who do not have transferable credits from an accredited higher education institution may meet admission requirements through Capella University’s Sophia Admissions Pathway, which allows students to qualify by successfully completing designated no‑cost, self‑paced online courses prior to enrollment.

Students enrolling in graduate programs must have the requisite undergraduate academic degree from an accredited institution and a specified minimum grade point average.

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Tuition and Fees

Capella University’s overall tuition rates vary by discipline, length of program, and degree level.

Students in the GuidedPath credit hour programs are charged tuition on a per course or per term basis.

Students in select doctoral programs are charged tuition at a fixed quarterly amount, regardless of the number of courses for which the student registers.

Tuition for FlexPath doctoral, master’s and bachelor’s programs is priced at a flat, fixed amount for each 12-week subscription period.

Capella University’s tuition rates vary by discipline, program length, and degree level.

Students enrolled in GuidedPath credit hour programs are charged tuition on a per course or per term basis.

Students enrolled in select doctoral programs are charged tuition at a fixed quarterly amount, regardless of the number of courses for which the student registers.

Tuition for FlexPath bachelor’s, master’s, and doctoral programs is priced at a flat, fixed amount for each 12-week subscription period.

There is no maximum course load during each subscription period;

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Throughout the past several years, Capella University has expanded and refined its offering of student success scholarships under various programs to promote affordability and encourage students to remain enrolled.

Students must meet admission requirements, enroll, and apply within certain timeframes to receive the scholarships, which are generally awarded over a period of four to eight consecutive quarters.

Eligible students must meet admission requirements, enroll, and apply within specified timeframes to receive the scholarships, which are generally awarded over a period of four to eight consecutive quarters.

Capella University has also introduced tuition cap pricing for certain programs, wherein tuition is waived once the student has reached the designated dollar cap threshold for their program, regardless of how many credits the student takes or how long it takes the student to complete their degree.

Career Development Services

Capella University provides all students and alumni career counseling, job search advising, and career management support.

Career counselors interact with students and alumni via email, telephone, and online seminars to assist with career-related activities such as resume development;

Capella University offers career counseling, job search advising, and career management support to all students and alumni.

Career counselors communicate with students and alumni via email, telephone, and online seminars to assist with career-related activities such as resume development;

curriculum vitae and cover letter development;

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and career advancement efforts.

The Career Center’s online iGuide resources help students gather occupational information and trends, access job postings and view sample job search documents.

Enrollment counselors also assist prospective students in selecting the Capella University program and specialization that best suits their professional aspirations.

The Career Center’s online iGuide resources are available to help students gather occupational information and trends, access job postings and view sample job search documents.

Enrollment specialists are available to assist prospective students in selecting the Capella University program and specialization that best suits their professional aspirations.

Strayer University

Founded in 1892, Strayer University is an accredited institution of higher education offering undergraduate and graduate degree programs in business, criminal justice, education, health services, information technology, and public administration, primarily online, but also at physical campuses, predominantly located in the eastern United States.

By offering its programs both online and in physical classrooms, Strayer University provides its working adult students with flexibility and convenience.

Strayer University also offers an MBA online through the Jack Welch Management Institute (“JWMI”).

By offering both online and on-campus options, Strayer University provides working adult students with flexible and convenient pathways to completing their degrees.

Strayer University also offers an online MBA program through JWMI.

JWMI is a Top-10 Princeton Review-ranked online MBA program.

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Strayer University is accredited by the Middle States Commission on Higher Education (“Middle States” or “Middle States Commission”), a higher education institutional accrediting agency recognized by the Department of Education.

Strayer University offers business, information technology, and professional curricula to equip students with specialized and practical knowledge and skills for careers in business, industry, and government.

On September 8, 2025, Media Design School at Strayer (“MDS”) became a wholly owned subsidiary and international additional location of Strayer University and is included within Strayer University’s Middle States accreditation.

NZQA approved the transaction and MDS continues to operate as a New Zealand private training establishment.

A description of the operations and characteristics of MDS appears under “Australia/New Zealand (“ANZ”) Segment” below because MDS remains part of that segment for financial reporting purposes.

Strayer University offers business, information technology, and professional curricula designed to equip students with specialized and practical knowledge and skills for careers in business, industry, and government.

Academic leaders regularly review and revise Strayer University’s course offerings to improve its educational programs and respond to competitive changes in job markets.

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This curriculum design provides students a level of competency and a measure of attainment in the event they interrupt their education or choose to work in their field of concentration prior to obtaining their final degree.

Strayer University hires faculty who hold appropriate academic credentials, are dedicated, active professionals in their fields, and are enthusiastic and committed to teaching working adults.

Strayer University’s faculty includes both full-time and part-time faculty members.

In accordance with Strayer University’s educational mission, Strayer University faculty members focus their efforts only on teaching and student support, and not on research and/or publishing.

Certain high-performing faculty have been promoted into what we call “10x” teaching roles where they are provided with technology and support resources that enable them to teach much larger class cohorts than was previously possible.

Strayer University hires faculty who hold appropriate academic credentials, are dedicated and active professionals in their fields, and are enthusiastic and committed to teaching working adults.

Strayer University’s faculty includes both full-time and part-time members.

In accordance with Strayer University’s educational mission, Strayer University faculty members focus their efforts on teaching and student support, not on research and/or publishing.

Certain high-performing faculty have been promoted into what Strayer University refers to as “10x” teaching roles, where they are provided with technology and support resources that enable them to teach much larger class cohorts than was previously possible.

None of Strayer University’s employees are a party to any collective bargaining or similar agreement.

Strayer University provides financial support for faculty members seeking to enhance their skills and knowledge through a professional development funding program that reimburses eligible faculty and deans for continuing their education and completing courses, seminars, and various programs that enhance their current credentials and knowledge base to improve their content expertise.

Strayer University also conducts annual in-house faculty workshops in each discipline.

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Overall academic and business decisions of Strayer University, including review and approval of the annual financial budget, are directed by its Board of Trustees.

Strayer University’s By-Laws prescribe that a majority of members be independent from Strayer University and the Company to assure independent oversight of all academic programs and services.

Strayer University’s By-Laws prescribe that a majority of members be independent from Strayer University and the Company to ensure independent oversight of all academic programs and services.

Within the academic, strategic, and financial parameters set by the Board of Trustees, Strayer University is managed daily by the Strayer University President.

The President is responsible for overseeing the implementation of the policies established by the Board of Trustees and is supported in this function by senior administrative officers.

The Boards of Trustees of Capella University and Strayer University are independent of each other and from the Board of Directors of Torrens University, and have no overlapping members.

Strayer University engages in a broad range of activities to inform working adults and their employers about the programs offered to identify potential students.

Additionally, the Boards of Trustees of Capella University and Strayer University are independent of each other and from the Board of Directors of Torrens University, and have no overlapping members.

Strayer University engages in a broad range of activities to inform working adults and their employers about its academic programs and to identify potential students.

These activities include direct, digital, and social media marketing, marketing to existing students and graduates, print and broadcast advertising, student referrals, and corporate and government outreach activities.

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If a student’s undergraduate major varies widely from the student’s proposed graduate course of study, certain undergraduate prerequisite courses may also be necessary for admission.

To maximize undergraduate students’ chances for academic success and to give them the support they need, Strayer University evaluates incoming students’ proficiency in fundamental English and math in the early stages of their program of study.

International students applying for admission must meet the same admission requirements as other students.

Those students whose native language is not English must provide evidence that they are able to use the English language with sufficient proficiency to perform college-level work in an English-speaking institution.

Those whose native language is not English must provide evidence that they are able to use the English language with sufficient proficiency to perform college-level work in an English-speaking institution.

Tuition and Fees

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Year-over-year tuition adjustments are specific to the degree level or program and depend on market conditions, program differentiation, or changes in operating costs associated with the degree level or program.

Strayer University offers scholarships and tuition discounts to students under a variety of different programs and in connection with various corporate and government sponsorship and tuition reimbursement arrangements.

One such program is the Graduation Fund, whereby qualifying students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains enrolled in the program.

Strayer University offers scholarships and tuition discounts to students under a variety of programs and through various corporate and government sponsorship and tuition reimbursement arrangements.

One such program is the Learn and Earn Scholarship (formerly known as the Graduation Fund), whereby qualifying undergraduate students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains enrolled in the program.

In their final academic year, qualifying students will receive one free course for every three courses that the student successfully completed in prior years.

However, students who have more than one consecutive term of non-attendance lose any Graduation Fund credits earned to date, but may earn and accumulate new credits if the student is reinstated or readmitted by Strayer University in the future.

However, students who have more than one consecutive term of non-attendance lose any Learn and Earn Scholarship credits earned to date, but may earn and accumulate new credits if the student is reinstated or readmitted by Strayer University in the future.

Career Development Services

Strayer University actively assists its students and alumni with career-related matters.

The focus of the career center at Strayer University is to provide career guidance and resources to assist students and alumni in reaching their educational and professional goals.

Services are delivered through various media including online, in person, recorded video, books, periodicals, and by telephone.

The focus of the career center is to provide career guidance and resources to help students and alumni reach their educational and professional goals.

Services are delivered through various media including online, in person, recorded video, books, periodicals, and telephone.

The services provided include career webinars, recorded seminars, career teleconferences, career advising, and resume review.

Australia/New Zealand Segment

Our Australia/New Zealand (“ANZ”) segment is comprised of Torrens University, Think Education, and Media Design School (collectively the “ANZ institutions”).

Australia/New Zealand (“ANZ”) Segment

Our ANZ segment is comprised of Torrens University, Think Education, and MDS (collectively the “ANZ Entities”).

Founded in 2013, Torrens University is the only investor-funded University in Australia.

Torrens University offers undergraduate, graduate, higher degree by research, and specialized degree courses primarily in five fields of study:

business, design and creative technology, health, hospitality, and education.

design and creative technology, health, hospitality, and education.

Courses are offered both online and at physical campuses.

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Think Education and its colleges are accredited in Australia by TEQSA and the Australian Skills Quality Authority (“ASQA”), the regulator for vocational education and training organizations that operate in Australia.

Media Design School is a private tertiary institution for creative and technology qualifications in New Zealand.

Media Design School offers industry-endorsed courses in 3D animation and visual effects, game art, game programming, graphic and motion design, digital media artificial intelligence, and creative advertising.

Media Design School is accredited in New Zealand by the New Zealand Qualifications Authority (“NZQA”), the organization responsible for the quality assurance of non-university tertiary training providers.

MDS is a private training establishment (“PTE”) for creative and technology qualifications in New Zealand.

MDS offers industry-endorsed courses in 3D animation and visual effects, game art, game programming, graphic and motion design, digital media, artificial intelligence, and creative advertising.

MDS is accredited in New Zealand by the New Zealand Qualifications Authority (“NZQA”), the organization responsible for the quality assurance of non-university tertiary training providers.

On September 8, 2025, MDS became a wholly owned subsidiary and international additional location of Strayer University and is included within Strayer University’s Middle States accreditation.

NZQA approved the transaction and MDS continues to operate as a New Zealand PTE.

MDS continues to be part of our ANZ reportable segment.

Student Profile

The following is a breakdown of students by program level enrolled in the ANZ institutions as of December 31, 2024:

The following is a breakdown of students by program level enrolled in the ANZ Entities as of December 31, 2025:

students Percentage of

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* Represents less than 1%.

The ANZ institutions have a diverse student population.

The ANZ Entities have a diverse student population.

Of the students enrolled at the end of 2025, approximately 31% were age 31 or older, approximately 19% were engaged in part-time study, approximately 63% of students self-reporting their gender were female, and approximately 1% were Aboriginal or Torres-Strait Islanders.

Students attending the ANZ institutions primarily consist of recent high school graduates as well as working and non-working adults.

Students attending the ANZ Entities primarily consist of recent high school graduates as well as working and non-working adults.

The student population includes domestic students, representing citizens or permanent residents of Australia and New Zealand, and international students.

Of the students enrolled at the end of 2025, approximately 55% were domestic students, and approximately 45% were international students attending classes in person (typically on a student visa), at a foreign partner campus, or online.

The ANZ institutions offer undergraduate, graduate, higher degree by research, and specialized degree courses as well as vocational programs.

The ANZ Entities offer undergraduate, graduate, higher degree by research, and specialized degree courses as well as vocational programs.

The variety of educational programs offered include both accredited and non-accredited courses that are offered online, in person at physical campuses, or a combination of online and in person.

The ANZ institutions have strong industry partnerships and design the majority of their courses in collaboration with these industry partners.

The ANZ Entities have strong industry partnerships and design the majority of their courses in collaboration with these industry partners.

Further, a significant portion of the teaching staff also work in the industry related to the subject/discipline in which they teach and are therefore industry-connected subject matter experts.

The majority of students enrolled in ANZ institutions enroll in trimesters, lasting 12 weeks and commencing at approximately mid-February, early June and mid-September.

The majority of students enrolled in ANZ Entities enroll in trimesters, lasting 12 weeks and commencing at approximately mid-February, early June and mid-September.

Students generally enroll in one to three subjects per trimester, depending on their mode of study, and for international students, depending on minimum load requirements attached to their visa.

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International students are subject to government regulation with respect to the proportion of their study that must be taken face-to-face.

Both modes of study are priced consistently, subject to the same admission requirements, policies and procedures and receive the same level of service and support.

Both modes of

study are priced consistently, subject to the same admission requirements, policies and procedures and receive the same level of service and support.

The structure of curricula allows students to apply credits earned in one program toward attainment of more advanced qualifications, with an ability to progress from vocational to higher education, from diplomas to bachelor’s and then into post-graduate programs.

Within Australia this academic credit is transferable across institutions.

The faculty at ANZ institutions consists of both full-time and part-time faculty members.

The faculty at ANZ Entities consists of both full-time and part-time members.

In Australia and New Zealand, the primary qualification faculty members must have to teach at an institution of higher education is a degree that is at least one level higher than the relevant discipline they are teaching, in order to demonstrate their advanced skills, knowledge and understanding of the subject matter.

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These programs are delivered as formal trainings, national symposiums, online facilitated seminars, informal community-based professional learning events and access to a learning and teaching resource repository and network.

Organization of the ANZ Institutions

Each ANZ institution has a local Governing Board, as well as an Academic Board that oversees all three institutions.

The Governing Board meets at least quarterly and provides oversight of the management of the institutions, which includes providing input into strategic direction, risk management, academic governance, reporting and disclosure, performance, corporate governance and delegations.

The Academic Board, on delegated authority from the Governing Boards, has principal responsibility for quality assurance of all academic activities of the institutions, including the maintenance of high standards in teaching and scholarship.

The Executive Leadership team oversees the operational leadership and strategic direction of the institutions with clear delegations and direction from each of the institution’s Governing Boards.

Organization of the ANZ Entities

Each ANZ entity has a local Governing Board, as well as an Academic Board that oversees all three entities.

The Governing Board meets at least quarterly and provides oversight of the management of the entities, which includes providing input into strategic direction, risk management, academic governance, reporting and disclosure, performance, corporate governance and delegations.

The Academic Board, on delegated authority from the Governing Boards, has principal responsibility for quality assurance of all academic activities of the entities, including the maintenance of high standards in teaching and scholarship.

The Executive Leadership team oversees the operational leadership and strategic direction of the entities with clear delegations and direction from each of the institution’s Governing Boards.

Marketing and sales initiatives vary depending on the type of prospective students being targeted.

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Torrens University and Think Education (Australia)

Students enrolling in higher education undergraduate courses must satisfy minimum admission criteria and any course prerequisites.

The admission requirements vary based on an applicant’s current level of education and work experience.

Students enrolling in higher education graduate courses must demonstrate their ability to undertake postgraduate studies in the proposed field.

The admission criteria are course-specific and may include formal educational qualifications, a combination of formal educational qualifications and relevant professional experience, or extensive high-level relevant professional experience.

All applications for postgraduate courses are assessed on an individual basis.

In addition, when applying for undergraduate or postgraduate study, applicants may be considered under the guidelines of Special Entry and Educational Access Schemes designed to broaden access to the university, address perceived disadvantages or encourage studies in particular disciplines.

This group includes, but is not limited to, applicants with physical disabilities, applicants from geographically isolated areas, applicants with economically disadvantaged backgrounds and applicants that are Aboriginal or Torres Strait Islander.

Students enrolling in a vocational education and training (“VET”) program must meet minimum requirements for admission including any course specific requirements and English language requirements.

In addition, domestic applicants who wish to access VET student loans will be assessed to establish if they have the aptitude to complete the qualification.

Evidence to demonstrate this aptitude includes a completed Australian secondary education or equivalent, or a qualification at the level or below an applicant’s desired course.

Media Design School (New Zealand)

Students enrolling in undergraduate courses at Media Design School must have formal academic qualifications from a secondary or tertiary-level school.

Torrens University and Think Education admit students in accordance with the principles of academic merit, fairness, transparency, access and equity.

Admission decisions are made to ensure applicants have a reasonable prospect of successfully completing their chosen course, recognizing that capability may be demonstrated through a range of pathways.

Course admission requirements may include general institutional criteria, course-specific prerequisites, English language proficiency standards, and additional regulatory or professional body requirements.

Entry to undergraduate higher education courses may be based on formal qualifications, prior vocational or higher education study, and/or relevant work or life experience.

Postgraduate applications are assessed on an individual basis to determine an applicant’s capacity to undertake advanced study in the relevant discipline.

Students enrolling in a Vocational Education and Training (“VET”) course must meet the minimum admission requirements, including any course-specific entry requirements and applicable English language proficiency standards.

Entry requirements for VET courses are informed by the relevant Training Package.

Domestic applicants seeking access to VET Student Loans will be assessed to determine their aptitude to successfully complete the qualification and may be required to demonstrate additional core skills or academic readiness in accordance with legislative and regulatory requirements.

MDS (New Zealand)

Students enrolling in undergraduate courses at MDS must have formal academic qualifications from a secondary or tertiary-level school.

The specific entry requirements are program-specific and may include interviews, portfolios, work and life experience, informal and non-formal learning, or a combination of these methods.

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Tuition and Fees

The ANZ institutions set tuition by course and the tuition is billed by enrolled subject, which varies depending on the discipline, award level, and length of program.

The ANZ Entities set tuition by course and the tuition is billed by enrolled subject, which varies depending on the discipline, award level, and length of program.

Tuition rates are reviewed at least annually, with adjustments influenced by market conditions, changes in operating costs and competitor activity.

In addition, the ANZ institutions offer a range of scholarships and discounts to students that are both merit-based and based on specific circumstances.

In addition, the ANZ Entities offer a range of scholarships and discounts to students that are both merit-based and based on specific circumstances.

The majority of scholarships are offered to new international students and targeted to particular geographical regions or specific disciplines or courses as a means of enhancing accessibility and affordability.

Career Development Services

Career development services are offered through the Careers Connect platform, which is a digital platform available to students on-demand.

Through the platform, students can access resume and cover letter review services and search and apply for jobs, volunteering opportunities, fieldwork placements, internships and virtual experiences.

Through the Careers Connect platform, students can access videos, templates and guides in an online resources library, complete virtual mock interviews, and register for industry events and workshops.

The ANZ institutions also collaborate with industry partners to bring students a range of on-campus recruitment events, expos, trade fairs and professional development opportunities.

In addition, students are provided Success Coaches upon starting their course of study to help prepare and connect to the university support network.

The Success Coach team’s focus is to help students successfully navigate the educational landscape and build personal and professional capability to improve employability skills.

Education Technology Services Segment

Our 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.

Careers Connect is a digital platform available to all students.

Careers Connect enables students to access resume and cover letter reviews and apply for jobs, volunteering opportunities, fieldwork placements, internships and other work integrated learning.

The platform also provides an online resource library featuring practical templates and guides, virtual mock interviews, and registration for industry events and workshops.

In addition, the ANZ Entities work closely with industry partners to offer a wide range of on-campus recruitment events, expos, trade fairs, and professional development opportunities, helping students build industry connections and work readiness.

Education Technology Services (“ETS”) Segment

Our ETS segment supports employers and working adult learners through a portfolio of technology‑enabled education solutions.

These solutions are designed to expand access to affordable, career‑relevant learning.

ETS initiatives continue to grow in scale, driven by increased employer‑affiliated enrollment and broader adoption of our technology platforms.

Employer Partnerships

A core component of our ETS segment is the development and management of strategic employer partnerships.

These relationships enable employers to offer education benefits designed to build workforce skills, improve retention, and support internal career mobility.

Our employer network continues to grow, with employer‑affiliated enrollment now comprising more than 32% of enrollments within our USHE segment.

This growth reflects increasing corporate participation in tuition assistance and upskilling programs and has contributed meaningfully to the enrollment channel for Capella University and Strayer University.

These partnerships are structured to meet employers’ talent‑development objectives, drawing on our experience in employer‑focused education solutions and our broad portfolio of degree and non‑degree learning options.

Sophia Learning

Sophia Learning is our platform that offers low-cost online general education-level courses recommended by the American Council on Education for credit at other colleges and universities.

Following a flexible, intuitive learning model, Sophia enables learners to access courses from nearly any device, on their own schedule.

Courses are designed to transfer to more than 100 partner institutions, giving learners a low‑friction path to accelerate degree progress while reducing overall educational cost.

Sophia is offered through a subscription-based model that provides learners access to a broad catalog of self-paced courses.

Sophia continues to be a significant driver of growth within ETS.

Recently, Sophia has seen consistent year‑over‑year growth in both revenue and subscriber count, reflecting increasing adoption across employers and adult learners seeking affordable pathways to degree completion.

Workforce Edge

Workforce Edge is our education benefits administration platform that enables employers to manage and streamline their education benefits programs.

The platform offers a full‑service solution with automated workflows, progress tracking, custom reporting capabilities, and dedicated account management support.

Workforce Edge also provides access to a curated catalog of degree, certificate, and workforce‑aligned programs through a network of education providers, with optional out‑of‑network access.

Workforce Edge has continued to expand its reach, now supporting a total of 80 employer partners.

These partnerships help employers fill skill gaps, build workforce‑aligned learning pathways, and reduce administrative complexity, while providing improved transparency, talent‑development insights, and measurable outcomes.

Workforce Edge also enables employees to access and use education benefits more easily through a single platform.

Industry Background

The United States market for post-secondary education is large, fragmented, and highly competitive.

According to the National Student Clearinghouse Research Center, the total estimated number of post-secondary students enrolled as of the fall of 2023 was approximately 18.4 million.

Approximately 0.8 million of these students attended proprietary institutions.

Controversy about the cost of higher education, the time commitment required to obtain a degree, under-employment of many college graduates, and persistent negative media coverage have caused some prospective students to question the value proposition of higher education.

According to estimates released by the National Student Clearinghouse Research Center, total combined undergraduate and graduate enrollments in all higher education sectors increased 1.1% in the fall of 2023, which was the first annual increase since the COVID-19 pandemic.

Estimated total enrollment at proprietary colleges increased 3.2% in the fall of 2023.

The industry is heavily dependent on continued availability of funding for programs under Title IV of the Higher Education Act (“Title IV programs”), and concerns about potential reductions in such funding also could negatively affect demand for higher education.

Notwithstanding weaker demand dynamics in past years, including the adverse impact from the COVID-19 pandemic, we believe that over time, demand for post-secondary education among working adults in the United States will continue to increase as a result of demographic, economic, and social trends.

In 2022, the U.S.

Census Bureau reported that approximately 64.5 million adults over the age of 25 in the United States do not have more than a high school education, and approximately

33.0 million adults over the age of 25 have some college experience but have not completed a college degree.

Other trends that could positively affect demand for our programs include:

• increasing demand by employers for specific types of professional and skilled workers;

At the same time, institutions continue to operate in a dynamic environment influenced by demographic shifts, evolving employer needs, and ongoing public policy debates related to access, affordability, and student outcomes.

The industry also remains heavily dependent on the continued availability of funding under Title IV of the Higher Education Act (“Title IV programs”), and concerns about potential reductions in or changes to such funding could negatively affect demand for post-secondary education.

According to estimates released by the National Student Clearinghouse Research Center, total post‑secondary enrollment in the fall of 2025 was approximately 19.4 million students, representing a 1.0% year‑over‑year increase and the third consecutive annual rise in total undergraduate and graduate enrollments across combined higher education sectors.

Approximately 0.9 million of these students attended proprietary institutions;

however, enrollment at private for‑profit institutions declined approximately 1.2% in the fall of 2025, marking the first annual decrease since 2021.

Notwithstanding weaker demand dynamics in recent years, including adverse impact from the COVID-19 pandemic, we believe that over time, demand for post-secondary education among working adults in the United States will continue to grow as a result of demographic, economic, and social trends.

According to data published by the U.S.

Census Bureau approximately 64.0 million adults over the age of 25 in the United States do not have more than a high school education, and approximately 32.2 million adults over the age of 25 have some college experience but have not completed a college degree.

Other trends that could positively influence demand for our programs include:

• increasing employer demand for specific types of professional and skilled workers;

• expansion of employer provided tuition assistance programs as a mechanism to attract and retain employees;

• growth in the number of high school graduates from 2.8 million in 1999-2000 to an estimated 3.9 million in 2024-2025, according to the National Center for Education Statistics;

• growth in the number of U.S.

high school graduates from approximately 3.4 million in 2010 to an estimated 3.9 million in 2025, according to the Western Interstate Commission for Higher Education;

• the significant and measurable income premium and enhanced employment prospects attributable to post-secondary education;

• a number of initiatives underway to reduce the cost of a post-secondary education;

• growing adoption of and demand for flexible online and hybrid learning models that support working adults;

• continued demand from working adults for programs offered by accredited institutions.

Prior to the COVID-19 pandemic, the Australian higher education market experienced consistent annual enrollment growth.

However, due to Australia closing its borders in response to the COVID-19 pandemic in early 2020 and student visa processing delays when the borders reopened in early 2022, total enrollments at Australian universities declined 1.3% and 3.2% in 2021 and 2022, respectively, driven largely by declines in international student enrollments.

In 2023, Australia higher education enrollment grew 3.2%, driven by a significant increase in international student enrollments following the reopening of Australia’s borders, partially offset by a decline in domestic enrollments, which peaked during the early pandemic years.

In response to this strong growth in international students, which has contributed to record levels of migration into Australia, the Australian government is considering measures to limit the number of international students that can enroll at an Australia institution.

Any enrollment caps or other measures implemented to control the number of students migrating to Australia could negatively impact the Australian higher education market.

However, Australia’s border closure in early 2020 and subsequent student visa processing delays after borders reopened in early 2022 contributed to total Australian university enrollment declines of 1.3% and 3.2% in 2021 and 2022, respectively, driven largely by declines in international student enrollments.

In 2023 and 2024, Australia higher education enrollments rebounded, increasing 3.2% and 4.7%, respectively, largely due to a significant rise in international student enrollments following the reopening of Australia’s borders.

In response to this strong growth in international students, which contributed to record levels of migration into Australia, the Australian government has implemented measures to limit the

number of international students permitted to enroll at an Australia institution.

Any enrollment caps or other restrictions intended to manage migration levels could negatively impact the Australian higher education market.

The post-secondary education market is highly competitive, with no private or public institution holding a significant market share.

Capella University, Strayer University, and Torrens University (the “Universities”) compete primarily with traditional public and private two-year and four-year degree-granting accredited colleges and universities, other proprietary degree-granting accredited schools, vocational education organizations, and alternatives to higher education, such as employment and military service.

In addition, we face competition from various non-traditional, credit-bearing and noncredit-bearing education programs provided by proprietary, public, and not-for-profit providers, including massive open online courses offered worldwide without charge by traditional educational institutions and other direct-to-consumer education services.

As the proportion of traditional colleges providing alternative learning modalities increases, we face increasing competition for students from traditional colleges, including colleges with well-established reputations for excellence and colleges in states that offer various forms of “free college” programs.

Capella University, Strayer University, and Torrens University (the “Universities”) compete with a broad array of providers, including traditional public and private two- and four-year degree-granting accredited institutions, other proprietary degree-granting accredited schools, vocational education organizations, and alternatives to higher education, such as direct employment and military service.

We also face competition from non-traditional, credit-bearing and noncredit-bearing education programs offered by proprietary, public, and not-for-profit providers, including massive open online courses offered worldwide without charge by traditional educational institutions and other direct-to-consumer education services.

As a greater number of traditional colleges begin providing alternative learning modalities, we face increasing competition for students from traditional colleges, including colleges with well-established reputations for excellence and colleges in states that offer various forms of “free college” programs.

As online learning matures as a modality for education delivery across higher education, we believe that the intensity of the competition we face will continue to increase.

We believe the key factors affecting our competitive position include the quality of our programs, the quality of other support services provided to students, our reputation among students and in the general marketplace, the cost and perceived value of our offerings, the employment rate and terms of employment for our graduates, the ease of access to our offerings, the quality and reputation of our faculty and other employees, the quality of our campus facilities and online platforms, the time commitment required to complete our programs and obtain a degree, the quality and size of our alumni base, our partnerships with employers, and our relationship with other learning institutions.

We believe the key factors affecting our competitive position include the quality and relevance of our academic programs, the quality of our student support services, our reputation among students, employers, and the broader marketplace, the cost and perceived value of our offerings, the employment rate and terms of employment for our graduates, the ease of access to our offerings, the quality and reputation of our faculty and other employees, the quality of our campus facilities and online platforms, the time commitment required to complete our programs and obtain a degree, the quality and size of our alumni base, our partnerships with employers, and our relationship with other learning institutions.

Company Strengths

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• Focus on innovation.

We value innovation and actively invest in the educational experience to improve student success and employment outcomes, while also addressing challenges including the affordability of higher education and meeting the skill requirements of employers.

Capella University’s competency-based learning infrastructure and direct assessment capabilities through the FlexPath learning model, Strayer University’s video, simulation and content and student support capabilities, and Torrens University’s virtual career expo are examples of this drive to transform education delivery and learning by working adults.

We value innovation and actively invest in the educational experience to improve student success and employment outcomes, while addressing key challenges such as affordability of higher education and meeting the skill requirements of employers.

The Universities leverage these transformational capabilities to provide high quality, easily accessible, and affordable educational programs to students.

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Strayer University, Capella University, and Torrens University have been in continuous operation since 1892, 1993, and 2013, respectively, and all three institutions have demonstrated an ability to operate consistently and grow profitably.

As a combined global Company, we have continued and enhanced this track record, with broader, more diversified product offerings, a balanced revenue mix, financial and operational synergies, and greater scale.

As a combined global Company, we have further strengthened this track record through more diversified product offerings, a balanced revenue mix, financial and operational synergies, and greater scale.

• Practical and diversified programs.

We offer programs in practical areas of adult education.

In order to keep pace with a changing knowledge-based economy, we constantly strive to meet the evolving needs of our students and their current and prospective employers by regularly refining, updating, and adding to our portfolio of educational offerings.

We have a diversified program portfolio that includes Strayer University’s primarily undergraduate programs in business, criminal justice, and information technology, and an online MBA program offered through the Jack Welch Management Institute;

To keep pace with a changing knowledge-based economy, we constantly strive to meet the evolving needs of our students and their current and prospective employers by regularly refining, updating, and adding to our portfolio of educational offerings.

Capella University’s primarily graduate-focused, competency-based programs in healthcare and counseling, including a robust doctoral portfolio;

and ANZ’s certificate and degree programs offered through Torrens University, Think Education, and Media Design School including post-graduate programs in business administration, information systems and public health, Torrens University’s Blue Mountains International Hotel Management and Billy Blue Design schools, accredited nursing bachelor’s degree, and award-winning creative and digital technology qualifications.

and ANZ’s certificate and degree programs offered through Torrens University, Think Education, and MDS, including post-graduate programs in business administration, information systems and public health, Torrens University’s Blue Mountains International Hotel Management and Billy Blue Design schools, accredited nursing bachelor’s degree, and award-winning creative and digital technology qualifications.

This program diversity helps us better meet the educational needs of students in today’s workforce.

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financial aid counseling;

and career counseling.

We leverage data and analytics to create personalized experiences for our students, which are reflected in our persistence improvements and continued high student satisfaction.

career counseling.

We leverage data and analytics to create personalized student experiences, which are reflected in our persistence improvements and continued high student satisfaction.

• Flexible program offerings.

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• Attractive and convenient campus locations.

Physical presence is an important strength for us, notwithstanding the fact that most academic activity occurs online.

Strayer University has campuses that are attractive and modern, offer conducive learning environments in convenient locations, and provide many online students with a physical location to study and to meet with admissions officers and academic advisors.

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Their students and graduates are effective ambassadors of both brands through their work at companies across corporate America and, along with our growing alumni networks, foster greater brand awareness and additional referral opportunities for new students.

ANZ continues to build the reputation and brand awareness of Torrens University through the success of its students and graduates, its research programs and its relationships with key industry partners, while also leveraging existing strengths in its established college brands, including Think Education and Media Design School.

Company Strategy

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The more we focus on helping our students succeed, the more likely it is that we will succeed.

In order to improve student success, we must continue to hire outstanding faculty, produce high quality academic content, and employ cutting edge technology that enables us to deploy faculty and content in increasingly efficient and effective ways.

To improve student success, we must continue to hire outstanding faculty, produce high quality and relevant academic content, and employ cutting edge technology that enables us to deploy faculty and content more efficiently and effectively.

We also continue to enhance our use of analytics and digital instructional tools to strengthen learning outcomes.

• Enhance student experience.

Our students are predominately working adults who are furthering their education in order to advance their careers and professional lives.

Our students are predominantly working adults who are furthering their education in order to advance their careers and professional lives.

Our students are busy with work and family responsibilities that leave little time for other endeavors.

Thus, we make every effort to make all interactions with our students productive, and we are constantly looking for ways to serve them better.

This initiative includes leveraging technology, including

artificial intelligence and automation, to improve student support in the areas of advising, tutoring, registration, campus and online technology, and administration.

We measure our performance through student surveys and focus groups as well as through metrics like persistence, continuation, and return on student investment.

Thus, we strive to ensure that every interaction with students is productive, and we continually look for ways to serve them better.

This initiative includes leveraging technology, including artificial intelligence and automation, to enhance student support in advising, tutoring, registration, campus and online technology, and administration.

We measure our performance through student surveys, focus groups, and through metrics such as persistence, continuation, and return on student investment.

• Address affordability.

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For example, Capella University’s FlexPath direct assessment model provides opportunity to drive affordability through the potential for lower tuition costs, reduced time to completion, and increased flexibility.

Additionally, through the Graduation Fund at Strayer University, qualifying students enrolled in a bachelor’s degree program are eligible to receive one free course for every three courses successfully completed towards a degree.

Additionally, through the Learn and Earn Scholarship (formerly known as the Graduation Fund) at Strayer University, qualifying students enrolled in a bachelor’s degree program are eligible to receive one free course for every three courses successfully completed towards a degree.

The free courses earned are redeemable in a student’s final academic year.

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• Establish new platforms for growth.

We are continuously looking for new ways to leverage our existing resources and capabilities to accelerate growth and expand benefits to our students through our best-in-class processes and practices and through opportunistic business combinations.

We are continuously looking for new ways to leverage our existing resources and capabilities to accelerate growth and expand benefits to our students through our best-in-class processes and practices

and through opportunistic business combinations.

We are investing in new platforms and channel capabilities to create improved access and value for students and employers.

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• Maintain a high performing, innovative, and adaptable culture.

In order to be a leading provider of educational services, we must have talented and motivated faculty and employees who are passionate about serving students.

In order to remain a leading provider of educational services, we must have talented and motivated faculty and employees who are passionate about serving students.

We encourage all employees to be innovative in their way of thinking and adaptable to change.

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Human Capital Resources

As of December 31, 2024, Strategic Education employed 3,801 full-time employees worldwide, of whom 895 were based outside of the United States.

In the United States, the Company employed 2,906 full-time employees, including 290 full-time faculty members, and 2,616 non-faculty staff.

Outside the United States, the Company employed 296 full-time faculty members, and 599 non-faculty staff.

In addition, the Company employed 2,687 part-time faculty members and non-faculty staff worldwide as of December 31, 2024, of whom 926 were based outside of the United States and 1,761 were based in the United States.

The following table presents the gender representation of our U.S.

and ANZ employees:

employees ANZ

Female 67 % 61 %

Male 32 % 38 %

Not Declared 1 % 1 %

The following table presents the race and ethnicity representation of our U.S.

Black or African American 21.7 %

Hispanic or Latino 2.9 %

Two or More Races 0.3 %

Native Hawaiian or Pacific Islander 0.2 %

American Indian or Alaskan Native 0.9 %

Not Declared 8.6 %

The Company embeds the following principles about who we are and what we value into everything we do.

• Student Centricity .

We are mission-driven in everything we do.

At SEI, we believe our long-term growth and success depend on our ability to attract, develop and retain talented employees and foster a great place to work.

The table below summarizes our full-time and part-time employees (excluding contractors) as of December 31, 2025:

Total employees worldwide In the

United States Outside of the United States

Faculty 568 276 292

Non-faculty staff 3,115 2,553 562

Total full-time employees 3,683 2,829 854

Faculty 2,079 1,505 574

Non-faculty staff 372 188 184

Total part-time employees 2,451 1,693 758

SEI is committed to operating transparently and with the highest standards of integrity.

Our guiding principles and leadership behaviors ground us as we continue to build a high-performance culture and focus on creating value for our students, employer partners and shareholders every day.

The Company embeds the following principles and values in everything we do:

• Customer Centricity .

We are mission-driven.

We are dedicated to helping our working adult students advance their careers and to helping our employer partners tackle evolving skills gaps.

• High Standards.

We operate with the utmost integrity and strive for excellence, quality, and continuous improvement.

We operate with the utmost integrity and strive for excellence and continuous improvement.

• Global Mindset.

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• Innovative Solutions.

We respect everyone’s unique perspective and ideas and challenge the status quo.

We thrive on collaboration.

When individuals can be authentic, connections and performance are stronger.

We encourage challenging the status quo and we embrace a broad range of perspectives.

• Great People Leaders.

We believe every SEI employee has the right to work for a great leader.

• Inclusive Teamwork.

We thrive on collaboration and believe teamwork fuels innovation and success.

• Transparency.

We share what we know when we know it and seek and act on employee feedback.

• Growth Opportunities .

We ensure everyone has access to the same development and career growth opportunities.

• Continuous Learning.

We invest in our own development and provide career growth opportunities.

• Health & Wellbeing.

We believe in flexibility, work-life balance, and physical, mental, and financial wellbeing.

• Community Service .

We give back and celebrate those who contribute to our communities and a thriving workplace.

SEI is committed to operating transparently and with the highest standards of integrity.

Our guiding principles and leadership behaviors emphasize student-centric priorities and drive us as we continue to build a vibrant, diverse and inclusive culture.

Recurring organization health surveys offer employees a way to share feedback with senior leaders on priorities, leadership culture, and the workplace, and are used to shape Company goals.

The executive leadership team hosts frequent Company-wide town hall meetings and mentoring sessions that inform employees about the Company’s initiatives and results and provide insight on skills and attributes that drive success.

The Company also supports numerous platforms for employee engagement, such as community and employee network groups which provide opportunities for employees to experience an inclusive community at SEI through development opportunities, informal mentoring and volunteering.

SEI is committed to fostering an inclusive, collaborative and high-performance culture where individuals can contribute fully and grow their careers.

SEI values and embraces a broad range of perspectives and backgrounds as central to our mission.

The Company is dedicated to creating an environment that fosters innovation and reflects the needs of all those we serve.

We believe respect and belonging fuel creativity, innovation, and success.

We believe in work-life flexibility and support physical, mental, and financial wellbeing.

• Authenticity.

We honor each person’s uniqueness and the common threads that connect us.

By embracing multiple perspectives, we cultivate a culture of care, accountability and performance.

The Company is dedicated to attracting, developing and retaining top talent.

• Community Service.

We give back and celebrate those who help make our communities stronger.

We are dedicated to attracting, developing and retaining top talent.

SEI offers compensation and benefits that are market-competitive and performance-based (in accordance with Department of Education regulations).

The compensation programs and policies reflect the Company’s commitment to reward performance that aligns with its values and priorities.

SEI offers a comprehensive benefits package focused on ensuring our employees are empowered to maintain a healthy work-life balance, a healthy living lifestyle, and financial wellness.

SEI offers a comprehensive benefits package focused on ensuring our employees are empowered to maintain a healthy work-life balance, a healthy living lifestyle, and financial wellbeing.

SEI’s benefits package includes traditional health and wellness benefits, as well as programs to assist employees in accumulating wealth through the Company sponsored 401(k) Plan and Employee Stock Purchase Plan in the United States and through the Company’s contributions to the superannuation fund on behalf of employees in Australia.

The Company also provides generous paid time off, a wellness plan, paid parental and military leave, as well as giving back and volunteer time.

SEI fosters the growth and career development of its employees by creating solutions that support employees to deliver high performance, grow their careers, and contribute to SEI’s mission to enable economic mobility of its students through education.

The Company provides opportunities for eligible employees and dependents to attain and enhance their career goals through our Tuition Assistance Program, which provides generous financial support for undergraduate and graduate courses at Capella University, Strayer University, including the Jack Welch Management Institute, and continuing education through Sophia Learning.

SEI is committed to fostering an inclusive, collaborative and high-performance culture that fosters innovation and enables our employees to contribute fully and grow their careers.

The Company provides opportunities for eligible employees and dependents to attain and enhance their career goals through our Tuition Assistance Program, offering generous financial support for undergraduate and graduate courses at our universities and through our Sophia Learning platform.

In addition, the Company provides support for faculty members and employees seeking to enhance their skills and knowledge through professional development opportunities and continuing education.

Online learning resources are available that cover a broad range of skills, including leadership, professional development, innovation, communication and technology.

The Company has also prioritized identifying high-performing employees to accelerate their development and foster a strong, diverse succession pipeline.

Online learning resources are available that cover a broad range of skills, including Artificial Intelligence and technology skills, leadership and professional development, innovation and problem-solving, customer service and communications.

The Company has also prioritized identifying high-performing employees to accelerate their development and foster a strong succession pipeline.

Recurring organization health surveys offer employees a way to share feedback with senior leaders on priorities, leadership culture, and the workplace, and are used to shape Company goals.

The Company also supports numerous opportunities to strengthen employee engagement, including community and employee network groups which foster community and connection at SEI.

Environmental Responsibilities

The Company maintains physical locations to support our employees and students and is committed to managing our facilities in a way that reduces energy consumption, water usage, and waste generation.

• The Company continues to pursue its goal of reducing the size of its physical footprint, and reduced its overall real estate at the end of 2024 by more than 10% compared to the square footage occupied at the end of 2022, by implementing more efficient workspace design and eliminating underused campus facilities.

• The Company continues to pursue its goal of reducing the size of its physical footprint, and reduced its overall real estate at the end of 2025 by more than 25% compared to the square footage occupied at the end of 2024, by implementing more efficient workspace design and eliminating underused facilities.

• Capella University and Strayer University offer robust online curriculums, with 100% of instruction delivered online at Capella University and the majority of instruction delivered online at Strayer University.

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Department of Energy focused on protecting the environment through energy efficient products and practices.

• Our Media Design School campus in Auckland, New Zealand is located in a 6 Star Green Star rated building, which represents leadership in environmentally sustainable building practices;

• Our MDS campus in Auckland, New Zealand is located in a 6 Star Green Star rated building, which represents leadership in environmentally sustainable building practices.

• The Company is investing in energy-saving interior design options, including updated lighting packages with more efficient LED lighting;

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• The Company has recycling programs within operations in the U.S., Australia, and New Zealand to encourage employees to recycle products, including a national contract with a document management company which provides corporate and campus locations with shredding bins on-site to allow business materials to be recycled.

Between January 2021 and December 2022, the Company securely recycled approximately 50 U.S.

short tons of paper resulting in significant environmental benefits, including benefits from not having to generate new paper.

In 2023 and 2024, the Company securely recycled another approximately 8 and 7 U.S.

In 2023, 2024, and 2025 the Company securely recycled approximately 8, 7, and 7 U.S.

short tons of paper, respectively.

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In the ordinary course of business, we develop many kinds of intellectual property that are or will be the subject of copyright, trademark, service mark, patent, trade secret, or other protections.

Such intellectual property includes, but is not limited to, our courseware materials for classes taught online or by other distance-learning means and business know-how and

internal processes and procedures developed to respond to the requirements of our operations and various education regulatory agencies.

Such intellectual property includes, but is not limited to, our courseware materials for classes taught online or by other distance-learning means, and business know-how and internal processes and procedures developed to respond to the requirements of our operations and various education regulatory agencies.

In many instances, our course content is produced for us by faculty and other content experts under work-for-hire agreements pursuant to which we own the course content in return for a fixed development fee.

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and select foreign jurisdictions for registration of the marks, including the marks “CAPELLA” and “STRAYER” for educational services, and certain other distinctive logos, along with various other trademarks, service marks and domain names related to our offerings.

In addition, we have the rights to trade names, logos and other intellectual property specific to our international institutions including “Torrens University Australia,” “Think Education Group,” and “Media Design School,” in the countries in which those institutions operate.

In addition, we have the rights to trade names, logos and other intellectual property specific to our international institutions including “Torrens University Australia,” “Think Education Group,” and “Media Design School at Strayer,” in the countries in which those institutions operate.

Regulatory Environment

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In addition, the Administration may interpret, apply, and enforce Title IV and other regulations in a manner different from past guidance and practice.

One Big Beautiful Bill Act (“OBBBA”)

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

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

OBBBA 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, OBBBA maintains existing loan limits of $20,500 annually for unsubsidized loans in the Direct Loan Program;

for professional students enrolled on or after July 1, 2026, OBBBA raises the annual limits to $50,000.

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 generally $200,000 minus the amounts borrowed for the professional degree program.

With respect to professional students, the aggregate graduate loan limit is generally $200,000 minus certain other previously borrowed amounts, including certain subsidized loans and amounts borrowed as a graduate student, if applicable.

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

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

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

The Department initially indicated in July 2025 that it planned to release a schedule of reductions for public comment later in 2025, which institutions would be required to use for students who enrolled less than full-time for academic years 2026-27 and beyond.

However, in connection with negotiated rulemaking, consensus was reached in November 2025 on regulatory text that would establish loan eligibility at the time of disbursement using an agreed calculation for less than full-time students, and proposed regulations were released in January 2026.

OBBBA 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.

OBBBA requires that an undergraduate program become ineligible for Federal Direct Loans if, in two out of three consecutive years, the median earnings of a cohort of program completers are less than the median earnings of working adults aged 25-34 with only a high school diploma, either in the state where the institution is located or, if fewer than 50% of students at the institution reside in the institution’s state, the national average.

OBBBA requires that a graduate or professional program become ineligible for Federal Direct Loans if, in two out of three consecutive years, the median earnings of a cohort of program completers are less than the median earnings of working adults aged 25–34 with only a bachelor’s degree.

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

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

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

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

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

If a program fails the earnings test for one year, institutions must notify students that the program is at risk of losing Federal Direct Loan eligibility.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition, they must be approved by the state governor, aligned with high-demand, high-skill or high-wage jobs, have at least 70% completion and job placement rates, and tuition must

be less than the value-added earnings of graduates who received the Workforce Pell Grant.

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

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

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

The Department of Education convened two negotiated rulemaking committees to consider regulations to implement provisions of OBBBA and related Trump administration priorities, as detailed in the “Negotiated Rulemaking” section below.

Department of Education

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Strayer University and all of its campuses are also considered a single institution of higher education, such that Department of Education requirements applicable to an institution of higher education are generally applied to all of Strayer University’s campuses in the aggregate rather than on an individual basis.

On December 13, 2021, the Department and Strayer University executed a new Program Participation Agreement, approving Strayer University’s continued participation in Title IV programs with full certification through September 30, 2025.

On April 18, 2023, the Department and Capella University executed a new Program Participation Agreement, approving Capella University’s continued participation in Title IV programs with full certification through September 30, 2025.

Both Capella University and Strayer University are currently certified to participate in Title IV programs.

Accreditation

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In the United States, this recognition comes primarily through private voluntary associations of institutions and programs of higher education.

These associations establish criteria for accreditation, conduct peer-review evaluations of institutions and programs, and publicly designate those institutions and programs that meet their

These associations establish criteria for accreditation, conduct peer-review evaluations of institutions and programs, and publicly designate those institutions and programs that meet their standards.

Accredited institutions or programs are subject to periodic review by accrediting bodies to determine whether such institutions or programs continue to maintain the performance, integrity, and quality required for accreditation.

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the Department terminated the negotiated rulemaking process without any regulatory changes in December 2024.

On January 26, 2026, the Department announced its intent to establish the Accreditation, Innovation, and Modernization negotiated rulemaking committee to develop proposed regulations on accreditation-related topics;

the Department anticipates the committee will convene April-May 2026.

The Higher Education Act charges the National Advisory Committee on Institutional Quality and Integrity (“NACIQI”) with recommending to the Secretary of Education which accrediting or state approval agencies should be recognized as reliable authorities for judging the quality of post-secondary institutions and programs.

On May 31, 2023, the Department of Education, acting on the recommendation of NACIQI, renewed its recognition of the Higher Learning Commission for a period of five years and required it provide a monitoring report regarding one item of substantial compliance, and continued the current recognition of the Middle States Commission on Higher Education for one year, requiring a compliance report regarding one item of noncompliance.

Middle States is scheduled to be reevaluated by NACIQI at its summer 2025 meeting.

On May 31, 2023, the Department of Education,

acting on the recommendation of NACIQI, renewed its recognition of the Higher Learning Commission for a period of five years and required it provide a monitoring report regarding one item of substantial compliance, and continued the current recognition of the Middle States Commission for one year, requiring a compliance report regarding one item of noncompliance.

In December 2025, NACIQI voted unanimously to recommend that the Senior Department Official accept the staff recommendation, with recognition continuing for the five-year period to 2028.

A final decision is expected by March 2026.

If an institutional accreditor loses recognition by the Secretary of Education, an institution may be allowed to continue its participation in Title IV programs on a provisional basis for a period not to exceed 18 months to allow the institution to seek accreditation from another recognized accrediting agency.

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In addition to institutional accreditation, Capella University has obtained specialized or programmatic accreditation, or professional recognition, for specific programs including from the following organizations:

Commission on Accreditation of the

American Psychological Association;

Commission on Accreditation of the American Psychological Association;

Commission on Collegiate Nursing Education;

Computing Accreditation Commission of the Accreditation Board for Engineering and Technology;

Accreditation Council for Business Schools and Programs (“ACBSP”);

Accreditation Council for Business Schools and Programs;

Council for Accreditation of Counseling and Related Educational Programs;

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Strayer University went through a period of reaffirmation of accreditation that began in 2015 and lasted through June 2017, when Middle States reaffirmed Strayer University’s accreditation.

Strayer University’s period of accreditation by Middle States extends into 2025, with the next evaluation visit scheduled for 2025-26.

Strayer University’s next periodic evaluation is currently underway and is scheduled to be completed in 2026.

In 2016, Middle States provided that reaccreditation for all of its institutions will be for a period of eight years (rather than ten, as previously was the case) and that institutions will be required to submit annual reports on student achievement and financial sustainability.

Middle States may request supplemental information reports following receipt of an institution’s annual report.

In January 2025, Middle States requested that Strayer University provide a supplemental information report regarding graduation rates and annual enrollment in accordance with Middle States’ monitoring policies and procedures as well as 34 C.F.R.

§ 602.19(b)-(c) (related to monitoring of institutions experiencing enrollment growth).

The report is due on February 28, 2025.

The University’s next periodic evaluation is currently underway and is scheduled to be conducted through 2026.

All of Strayer University’s substantive changes require prior Middle States approval.

Such changes include, but are not limited to, educational programs at different levels or different subject areas, certain contractual arrangements with other institutions providing a portion of an educational program, establishment or closure of additional locations and branch campuses, and changes in ownership or control.

Such changes include, but are not

limited to, educational programs at different levels or different subject areas, certain contractual arrangements with other institutions providing a portion of an educational program, establishment or closure of additional locations and branch campuses, and changes in ownership or control.

In addition to institutional accreditation, Strayer University has obtained specialized or programmatic accreditation, or professional recognition, for specific programs including from the following organizations:

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Licensure of Physical Campuses

The Higher Education Act and certain state laws require Capella University and Strayer University to be legally authorized to provide educational programs in the states in which the universities are physically located or otherwise have a physical presence as defined by the state.

The Higher Education Act and certain state laws require Capella University and Strayer University to be legally authorized to provide educational programs in the states and countries in which the universities are physically located or otherwise have a physical presence as defined by the jurisdiction.

Capella University is registered as a private institution with the Minnesota Office of Higher Education pursuant to Minnesota Statute sections 136A.61-131A.71, as required for most post-secondary private institutions that grant degrees at the associate level or above in Minnesota, and as required by the Higher Education Act to participate in Title IV programs.

Capella University is also authorized to operate in Florida.

Strayer University is authorized to offer programs by the applicable educational regulatory agencies in all states where Strayer’s physical campuses are located.

Strayer University is authorized to offer programs by the applicable educational regulatory agencies in all states where Strayer University’s physical campuses are located.

Strayer University is dependent upon the authorization of each state where Strayer is physically located to allow the University to operate and to grant degrees, diplomas, or certificates to students in those states.

Strayer University is subject to extensive regulation in each jurisdiction in which campuses are located, including in 2025:

Alabama, Arkansas, Delaware, Florida, Georgia, Maryland, Mississippi, New Jersey, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, West Virginia, and Washington, D.C.

Capella University and Strayer University will be subject to similar extensive regulation in those additional states in which we may physically expand our operations in the future.

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On October 29, 2010, the Department of Education adopted regulations, effective July 1, 2011, that set requirements on states for their authorization of schools for purposes of Title IV eligibility.

We believe that every state above in which Capella University and Strayer University are authorized has processes in place that comply with these requirements.

We believe that every state and region above in which Capella University and Strayer University are authorized has processes in place that comply with these requirements.

Authorization of Online Programs

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Various regulations regarding state authorization of distance education have been issued in recent years.

On December 19, 2016, the Department issued final regulations addressing state authorization of distance education, which became effective on May 26, 2019.

On December 19, 2016, the Department issued final regulations addressing state authorization of distance education, which became effective on May 26, 2019 (the “2016 Rule”).

These regulations included, among other things, the requirement that an institution offering Title IV-eligible distance education or correspondence courses be authorized by each state in which enrolled students reside, if such authorization is required by the state.

Institutions could obtain such authorization directly from the state or (except in California) through a state authorization reciprocity agreement.

Institutions could obtain such authorization directly from the state or (except in

California) through a state authorization reciprocity agreement.

The regulations defined a state authorization reciprocity agreement as an agreement between two or more states that authorizes an institution located and legally authorized in a state covered by the agreement to provide post-secondary education through distance education or correspondence courses to students in other states covered by the agreement and does not prohibit a participating state from enforcing its own laws with respect to higher education.

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In addition, the regulations required an institution to provide public and individualized disclosures to enrolled and prospective students regarding its programs offered solely through distance education or correspondence courses.

The public disclosures would include state authorization for the program or course, the process for submitting complaints to relevant states, any adverse actions by a state or accrediting agency related to the distance education program or correspondence course within the past five years, refund policies specific to the state, and applicable licensure or certification requirements for a career that the program prepares a student to enter.

The public disclosures include state authorization for the program or course, the process for submitting complaints to relevant states, any adverse actions by a state or accrediting agency related to the distance education program or correspondence course within the past five years, refund policies specific to the state, and applicable licensure or certification requirements for a career that the program prepares a student to enter.

An institution was required to disclose directly to all prospective students if a distance education or correspondence course did not meet the licensure or certification requirements for a state.

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If an institution’s distance education program was found not to be in compliance with the regulations, the institution could lose its ability to award Title IV funds for that distance education program.

On November 1, 2019, the Department released final regulations on accreditation and state authorization of distance education, which became effective July 1, 2020.

On November 1, 2019, the Department released final regulations on accreditation and state authorization of distance education, which became effective July 1, 2020 (the “2019 Rule”).

The rules maintain the requirement from the 2016 Rule that institutions offering post-secondary education through distance education or correspondence courses to students located in a state in which the institution is not located meet state requirements in that state or participate in a state authorization reciprocity agreement.

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Whereas the disclosure requirements in the 2016 Rule apply only to distance education programs, the disclosure requirements in the 2019 Rule apply to both campus-based and online programs.

The disclosure rules have been modified by U.S.

Department of Education regulations effective July 1, 2024, as described below.

The disclosure rules have been modified by Department of Education regulations effective July 1, 2024, as described below.

On August 24, 2020, the Department released final regulations on distance education and innovation.

The rules granted

institutions more flexibility to offer distance education and competency-based education direct assessment programs.

The rules granted institutions more flexibility to offer distance education and competency-based education direct assessment programs.

Additionally, the rules created new definitions for certain terms including “academic engagement” and “regular and substantive interaction” to provide more clarity regarding Title IV requirements for distance education programs.

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Both Capella University and Strayer University opted to early implement the final rules in December 2020.

Beginning in January 2024, the Department convened a negotiated rulemaking committee to consider new proposed regulations on, among other things, state authorization of distance education programs.

This rulemaking was terminated, without producing any regulatory changes, in December 2024.

Beginning July 1, 2017, California required out-of-state private post-secondary educational institutions that offer distance education to California residents to register with the state’s Bureau for Private Postsecondary Education (“BPPE”).

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As a solution to the ever-growing complexity of the regulatory oversight of institutions of higher education on a state-by-state basis, the State Authorization Reciprocity Agreement (“SARA”) has emerged to aid in the advancement of distance education.

SARA’s coordinating entity is the National Council for State Authorization Reciprocity Agreements (“NC-SARA”).

SARA is intended to make it easier for students to take online courses offered by post-secondary institutions based in another state, while also facilitating more effective and efficient oversight and monitoring processes nationally for the benefit of states and institutions.

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As participants in SARA, the universities may offer online courses and other forms of distance education to students in any participating SARA state in which the universities do not have a physical location or a physical presence as defined by the state without having to seek any new state institutional approval beyond their home states (Minnesota and Washington, D.C., respectively).

The universities’ home states, in turn, will continually monitor the institutions’ compliance with SARA standards.

The universities’ home states, in turn, will continually monitor the institutions’ compliance

with SARA standards.

With this initiative, the universities are able to expand distance education offerings with increased consistency and ease.

The only state that does not now participate in SARA is California.

The only state that does not currently participate in SARA is California.

SARA does not affect university operations that constitute a physical presence in a particular state, and Capella University and Strayer University will continue to follow individual state regulations for on-ground campuses and activities.

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Capella University has a team dedicated to professional licensure that works directly with students.

The licensure team develops and maintains extensive resources to inform students of unique state licensing requirements prior to enrollment and throughout their program, including delivering direct disclosures to students in licensure-track programs as required by the U.S.

Department of Education.

Capella University’s catalog and websites also describe the requirements for obtaining professional licensure, paired with specific disclaimers that reiterate student responsibility for licensure outcomes.

Pursuant to new U.S.

Department of Education administrative capability regulations, that took effect July 1, 2024, in each state where an institution is located, students enrolled by the institution are located, or students attest that they intend to seek employment, the institution must determine that each program eligible for Title IV:

Pursuant to new Department of Education administrative capability regulations, that took effect July 1, 2024, in each state where an institution is located, students enrolled by the institution are located, or students attest that they intend to seek employment, the institution must determine that each program eligible for Title IV:

(i) is programmatically accredited if the state or a Federal agency requires such accreditation, including as a condition for employment in the occupation for which the program prepares the student;

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Capella University and Strayer University must determine whether, in each state where either university or a student is located in which either university offers a program leading to employment in an occupation that requires programmatic accreditation or licensure or certification, that such program meets the accreditation and professional licensure educational requirements necessary to support a student’s application for licensure in such state.

The universities may not enroll a student for Title IV purposes in a state in which the program does not meet such requirements unless at the time of initial enrollment the student attests their intent to seek employment in another state in which the program would satisfy such requirements.

The universities may not enroll a student

for Title IV purposes in a state in which the program does not meet such requirements unless at the time of initial enrollment the student attests their intent to seek employment in another state in which the program would satisfy such requirements.

Capella University’s licensure team works directly with licensing authorities to try to resolve barriers to licensure for its alumni.

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With these programs, financial aid is awarded on the basis of financial need, generally defined under the Higher Education Act as the difference between the cost of attending a program of study and the amount a student reasonably can be expected to contribute to those expenses.

All recipients of federal student financial aid must maintain a satisfactory grade point average (“GPA”) and progress in a timely manner toward completion of a program of study.

All recipients of federal student financial aid must maintain a satisfactory grade point average and progress in a timely manner toward completion of a program of study.

In addition, many of our working adult students finance their own education or receive full or partial tuition reimbursement from their employers.

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Department of Veterans Affairs (“VA”) (and related state agencies), the U.S.

Department of Defense (“DOD”), and various

private organizations.

Department of Defense (“DOD”), and various private organizations.

Some Capella University students may qualify to participate in the Minnesota GI Bill program or the Minnesota Indian Scholarship program.

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On January 5, 2021, the Veterans Health Care and Benefits Improvement Act of 2020 became law, which expanded student veterans’ protections.

Among other things, the legislation requires a risk-based review of schools if an institution is operating under Heightened Cash Monitoring 2, under provisional approval status by the Department of Education, subject to any punitive action by a federal or state entity, facing the loss or risk of loss of accreditation, or has converted from for-profit to non-profit status.

non-profit status.

The legislation also restores veterans benefits to students whose school closed, as long as the student transferred fewer than 12 credits;

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Capella University and Strayer University participate in DOD military tuition assistance programs under Memoranda of Understanding (“MOU”).

Strayer University’s current MOU was executed on September 4, 2024.

Capella University’s current MOU was executed on September 26, 2024.

Strayer University’s current MOU was executed on September 4, 2024 for a five-year period.

Capella University’s current MOU was executed on September 26, 2024 for a five-year period.

Service members of the United States Armed Forces are eligible to receive tuition assistance from their branch of service through the DOD military tuition assistance programs.

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The federal government pays the interest on a subsidized loan while the student is in school and during any approved periods of deferment, after which the student’s obligation to repay the loan begins.

Unsubsidized loans are available to students who do not qualify for a subsidized loan or, in some cases, in addition to a subsidized loan.

PLUS loans, including Graduate PLUS loans, are unsubsidized loans available in amounts up to the total cost of attendance less any other financial aid.

Unsubsidized loans are available to undergraduate students who do not qualify for a subsidized loan or, in some cases, in addition to a subsidized loan, as well as graduate students (subject to certain limitations).

Federal Financial Aid Regulation

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Some of the key provisions regarding institutional eligibility and processing federal financial aid are described below.

Program Participation Agreement

Each institution participating in Title IV programs must enter into a Program Participation Agreement with the Department of Education.

Program Participation Agreement (“PPA”)

Each institution participating in Title IV programs must enter into a PPA with the Department of Education.

Under the agreement, the institution agrees to follow the Department’s rules and regulations governing Title IV programs.

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New regulations, effective July 1, 2024, codify a current Department policy requiring signatures from entities that have direct or indirect ownership of the institution if such entities have the power to exercise control over the institution.

Capella University and Strayer University both timely submitted applications for PPA recertification and, per Department of Education guidance, continue to operate under full certification until which time the Department processes each institution’s application.

Regulations effective July 1, 2024 require PPA signatures from entities that have direct or indirect ownership of an institution if such entities have the power to exercise control over the institution.

Co-signers agree that they are jointly and severally liable for the participating institution’s Title IV liabilities.

On January 16, 2026, the Department of Education

announced that in response to a legal challenge, it would not enforce the co-signature requirement as reflected in the regulations.

Instead, the Department will consider whether co-signatures are required on a case-by-case basis when the Secretary determines that such signatures are necessary to protect the financial interest of the United States, consistent with the statutory requirement.

Provisional Certification

In certain circumstances, the Department of Education may certify an institution’s continuing eligibility to participate in Title IV programs on a provisional basis for up to three complete award years (July 1 – June 30) from the date of provisional certification.

During the period of provisional certification, the institution must comply with any additional conditions included in its program participation agreement, which typically require, among other things, approval by the Department of Education for establishment of an additional location, increase in the level of academic offering, and addition of any educational program (including degree, non-degree, or short-term training programs) before awarding or disbursing Title IV aid to students enrolled at such a location or in such a program.

If the Department of Education determines that a provisionally certified institution is unable to meet its responsibilities under its program participation agreement, it may revoke or further condition the institution’s certification to participate in Title IV programs with fewer due process protections for the institution than if it were fully certified.

During the period of provisional certification, the institution must comply with any additional conditions included in its PPA, which typically require, among other things, approval by the Department of Education for establishment of an additional location, increase in the level of academic offering, and addition of any educational program (including degree, non-degree, or short-term training programs) before awarding or disbursing Title IV aid to students enrolled at such a location or in such a program.

If the Department of Education determines that a provisionally certified institution is unable to meet its responsibilities under its PPA, it may revoke or further condition the institution’s certification to participate in Title IV programs with fewer due process protections for the institution than if it were fully certified.

Should the Department of Education revoke eligibility during the provisional period, the institution may request reconsideration, and the Secretary of Education’s decision whether or not revocation is warranted constitutes final agency action.

Pursuant to new regulations effective July 1, 2024, the Department’s certification procedures provide for heightened scrutiny of institutions that the Department believes may pose a risk to taxpayers.

The regulations also add conditions that institutions will agree to when signing program participation agreements and establish additional circumstances for which the Department may place an institution on provisional certification, including, without limitation, failing the 90/10 Rule and triggering financial responsibility events that result in a financial protection requirement.

Pursuant to regulations effective July 1, 2024, the Department’s certification procedures provide for heightened scrutiny of institutions that the Department believes may pose a risk to taxpayers.

The regulations also add conditions that institutions will agree to when signing PPAs and establish additional circumstances for which the Department may place an institution on provisional certification, including, without limitation, failing the 90/10 Rule and triggering financial responsibility events that result in a financial protection requirement.

Capella University and Strayer University are currently operating under full certification.

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• Require the repayment of Title IV funds;

document the students’ eligibility for Title IV program funds before receiving such funds from the Department of Education;

• Transfer the institution from the Department of Education’s advance system of receiving Title IV program funds to a cash monitoring or reimbursement system, under which an institution must disburse its own funds to students and document the students’ eligibility for Title IV program funds before receiving such funds from the Department of Education;

• Place the institution on provisional certification status;

• Commence a proceeding to impose a fine or to limit, suspend or terminate the participation of the institution in Title IV programs.

In 2022, the Department of Education considered as part of the Institutional and Programmatic Eligibility negotiated rulemaking new regulations regarding, among other things, administrative capability criteria.

Negotiated rulemaking committee meetings completed in March 2022 with no consensus reached on the topic.

On October 23, 2023, the Department released final rules on administrative capability.

Pursuant to new regulations effective July 1, 2024, among other things, institutions are required to offer adequate services to students, including financial aid counseling and career services support.

The regulations also include, among other requirements, a new requirement that institutions provide students with geographically accessible clinical or externship opportunities as required for licensure and that at least half of an institution’s total Title IV, HEA funds from the most recent award year must not be from programs that are “failing” under the Gainful Employment Rules.

Under administrative capability regulations effective July 1, 2024, among other things, institutions are required to offer adequate services to students, including financial aid counseling and career services support.

Financial Responsibility

The Higher Education Act and Department of Education regulations establish extensive standards of financial responsibility that institutions such as Capella University and Strayer University must satisfy in order to participate in Title IV programs.

The Higher Education Act and Department of Education regulations establish extensive standards of financial

responsibility that institutions such as Capella University and Strayer University must satisfy in order to participate in Title IV programs.

These standards generally require that an institution provide the services described in its official publications and statements, properly administer Title IV programs in which it participates, and meet all of its financial obligations, including required refunds and any repayments to the Department of Education for debts and liabilities incurred in programs administered by the Department of Education.

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The 2019 rule left intact the consequences of the triggering events under the 2016 rule.

The 2019 rule further updates the definitions of terms used to calculate an institution’s composite score and otherwise amends the composite score methodology to reflect changes in Financial Accounting Standards Board (“FASB”) accounting standards pertaining to new leases.

The financial responsibility changes became effective July 1, 2020.

Negotiated rulemaking committee meetings

completed in March 2022 with no consensus reached on the topic.

On October 23, 2023, the Department released final rules on financial responsibility.

Pursuant to new regulations effective July 1, 2024, the Department adopted new mandatory and discretionary triggers and new reporting requirements.

Pursuant to regulations effective July 1, 2024, the Department adopted new mandatory and discretionary triggers and new reporting requirements.

New mandatory triggers include but are not limited to failing the 90/10 Rule;

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certain SEC or exchange actions;

and certain actions that result in an institution’s recalculated composite score to fall below 1.0, including being subject to a Department action to recover losses from approved Borrower Defense to Repayment claims.

and certain actions that result in an institution’s recalculated composite score to fall below 1.0, including being subject to a Department action to recover losses from approved BDTR claims.

All of the mandatory triggers constitute an automatic failure of the financial responsibility requirements and would enable the Department to seek financial protection.

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elimination of programs or locations that enroll more than 25% of the institution’s Title IV students;

and pending Borrower Defense to Repayment claims, among other things.

and pending BDTR claims, among other things.

In general, institutions will be required to report triggering events within 21 days of occurrence.

According to the regulation, such triggering events may result in a financial protection requirement that would most likely take the form of a letter of credit or cash escrow and provisional certification to participate in Title IV.

The amount of financial protection can range from 10% up to 50% of Title IV funds per triggering event, and the Department may “stack” financial protection requirements if more than one mandatory or discretionary trigger is present.

The amount of financial protection can range from 10% up to 50% of prior year Title IV funds per triggering event, and the Department may “stack” financial protection requirements if more than one mandatory or discretionary trigger is present.

Student Loan Defaults

The Department of Education calculates a rate of student defaults (known as a cohort default rate) for each institution with 30 or more borrowers entering repayment in a given federal fiscal year.

The Department of Education includes in the cohort all student borrowers at the institution who entered repayment on any Direct or Federal Family Education Loan Program loan during that fiscal year.

The Department of Education includes in the cohort all student borrowers at the institution who entered repayment on any Direct or Federal Family Education Loan Program loan

during that fiscal year.

The cohort default rate is the percentage of those borrowers who become subject to their repayment obligation in the relevant federal fiscal year and default by the end of the second federal fiscal year following that fiscal year, resulting in a three-year cohort default rate.

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2022 0.0 % 0.0 % 0.0 %

As part of the compliance programs related to the cohort default rate, Capella University and Strayer University provide entrance and exit counseling to their students and engage the services of third parties to counsel students once they are in

repayment status regarding their repayment obligations.

On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which included a provision that established a federal student loan administrative forbearance period, pause in interest accrual, and suspension of collections activity.

In June 2023, the Department of Education announced that student loan interest would begin to accrue on September 1, 2023, and student loan repayment resumed in October 2023.

As part of the return to repayment, the Department has also announced a 12 month “on-ramp” during which time delinquent borrowers will not be reported to credit bureaus or be counted as in default for the purpose of cohort default rate calculations.

On July 10, 2023, the Department issued final regulations to create a new income-driven repayment plan to reduce future monthly payments for lower- and middle-income borrowers.

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The SAVE Plan was scheduled to be fully implemented in July 2024, but a federal appeals court paused implementation of the entire SAVE Plan pending resolution of legal challenges brought by several states.

Meanwhile, the Department published an interim final rule to allow borrowers to enroll in the Income-Contingent Repayment (ICR) and Pay As You Earn (PAYE) repayment plans, designated for early implementation on December 16, 2024, through July 1, 2027, while the SAVE Plan is paused.

Although it is too early to know the entirety of the impact that COVID and COVID-related repayment flexibility will have on the cohort default rate, the Company expects that the next one or more cohort years will be affected.

On December 9, 2025, the Department announced a proposed joint settlement to resolve the legal challenges, resulting in termination of the SAVE Plan;

the settlement is pending court approval.

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.

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;

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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 further prohibit inclusion of non-Title IV eligible programs offered in part or in full through distance education in the 10% calculation.

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).

Such agencies include the DOD (military tuition assistance) and the VA (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.

In addition, from time to time 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.

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

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On July 1, 2019, the Department of Education released final gainful employment regulations, which contain a full repeal of the 2015 Regulations, including all debt measures, reporting, disclosure, and certification requirements, effective July 1, 2020.

On December 8, 2021, the Department of Education announced its intention to establish a negotiated rulemaking committee to prepare proposed regulations for, among other topics, gainful employment, via the Institutional and Programmatic Eligibility rulemaking.

Meetings of the negotiated rulemaking committee occurred in spring 2022 with the committee failing to reach consensus.

On May 17, 2023, the Department released proposed rules on financial value transparency and gainful employment, financial responsibility, administrative capability, certification procedures, and ability to benefit.

On September 27, 2023, the Department released final regulations on financial value transparency and gainful employment, which are largely consistent with the proposed rule.

The gainful employment final rule establishes two independent metrics, both of which must

be passed by a gainful employment program subject to the rule in order to maintain Title IV eligibility.

On September 27, 2023, the Department released final regulations on financial value transparency and gainful employment.

The gainful employment final rule establishes two independent metrics, both of which must be passed by a gainful employment program subject to the rule in order to maintain Title IV eligibility.

Any gainful employment program that fails either or both metrics in a single year would be required to provide a disclosure to current and prospective students, and any such program that fails the same metric in two out of three consecutive years for which the program’s metrics are calculated would lose its access to federal financial aid.

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On March 20, 2024, another lawsuit was filed against the Department in the United States District Court for the Northern District of Texas seeking a preliminary and permanent injunction enjoining the Department from enforcing the final rule on the grounds that the rule exceeds the Department’s statutory authority, and is arbitrary, capricious, an abuse of discretion, and otherwise is not in accordance with law, and the motion for preliminary injunction was denied on June 20, 2024.

On July 2, 2024, the court consolidated the two Gainful Employment cases into one.

On July 2, 2024, the court consolidated the two Gainful Employment cases into one, and in October 2025, the court granted summary judgment in favor of

the Department, upholding the rule.

Plaintiffs filed a notice of appeal in November 2025.

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

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and it anticipates that there will be no additional extensions of the reporting deadline beyond September 30, 2025.

On January 9, 2026 the negotiated rulemaking committee reached consensus on changes to the current gainful employment regulation.

The consensus language includes, among other things, elimination of the debt-to-earnings ratio as an accountability metric for gainful employment programs, changes to generally align the gainful employment earnings premium test with the accountability measure codified in OBBBA, and changes to the reporting requirements that currently exist under the gainful employment regulation.

The Department’s proposed changes to gainful employment will be subject to public comment and are expected to be effective as early as July 1, 2027.

Return of Federal Funds (“R2T4”)

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The rule specifies the types of statements that can subject the institution to liability for misrepresentation, as well as the nature and form of misleading statements.

As part of the Department’s 2016 promulgation of the Borrower Defenses to Repayment regulation, the Department changed the definition of misrepresentation for Title IV regulations to include any statement that “has the likelihood or tendency to mislead under the circumstances.” The expanded definition included “any statement that omits information in such a way as to make the statement false, erroneous, or misleading.” This regulation was published on November 1, 2016 and, after a series of delays, went into effect as of October 16, 2018.

On August 30, 2019, the Department released final Borrower Defense to Repayment regulations that included a new definition of “misrepresentation,” which became effective July 1, 2020.

As part of the Department’s 2016 promulgation of the BDTR regulation, the Department changed the definition of misrepresentation for Title IV regulations to include any statement that “has the likelihood or tendency to mislead under the circumstances.” The expanded definition included “any statement that omits information in such a way as to make the statement false, erroneous, or misleading.” This regulation was published on November 1, 2016 and, after a series of delays, went into effect as of October 16, 2018.

On August 30, 2019, the Department released final BDTR regulations that included a new definition of “misrepresentation,” which became effective July 1, 2020.

The final rule defines a “misrepresentation” as:

a statement, act, or omission by an eligible school to a borrower (a) that is false, misleading, or deceptive, (b) that was made with knowledge of its false, misleading, or deceptive nature or with a reckless disregard for the truth, and (c) that directly and clearly relates to either (1) enrollment or continuing enrollment at the institution, or (2) the provision of educational services for which the loan was made.

On August 10, 2021, the Department of Education announced its intention to establish a rulemaking committee to prepare proposed regulations on, among other things, Borrower Defense to Repayment, including a new definition of misrepresentation.

Negotiated rulemaking committee meetings completed in December 2021 with no consensus reached on the topic.

On October 31, 2022, the Department released final Borrower Defense to Repayment regulations, which include among other defenses to repayment substantial misrepresentation, with a significantly expanded definition of misrepresentation.

On October 31, 2022, the Department released final BDTR regulations, which include among other defenses to repayment substantial misrepresentation, with a significantly expanded definition of misrepresentation.

The final rule’s definition of misrepresentation includes any false, erroneous or misleading statement made by the institution or its representatives, or its marketing, advertising, recruiting or admissions agents, as well as any omission of fact that a reasonable person would have considered in deciding to enroll in or continue attendance at the institution.

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Under the 2016 BDTR Rule, for Direct Loans disbursed after July 1, 2017, a student borrower may assert a defense to repayment if:

(1) the student borrower obtained a state or federal

court judgment against the institution;

(1) the student borrower obtained a state or federal court judgment against the institution;

(2) the institution failed to perform on a contract with the student;

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However, in October 2018, a judge denied a request to delay implementation of portions of the regulations, and as a result the 2016 BDTR Rule went into effect as of October 16, 2018.

On September 23, 2019, the Department published final Borrower Defense to Repayment regulations (the “2019 BDTR Rule”), which governs borrower defense to repayment claims in connection with loans first disbursed on or after July 1, 2020.

On September 23, 2019, the Department published final BDTR regulations (the “2019 BDTR Rule”), which governs borrower defense to repayment claims in connection with loans first disbursed on or after July 1, 2020.

Under the 2019 BDTR Rule, an individual borrower can assert a defense to repayment and be eligible for relief if she or he establishes, by a preponderance of the evidence, that (1) the institution at which the borrower enrolled made a misrepresentation of material fact upon which the borrower reasonably relied in deciding to obtain a Direct Loan or a loan repaid by a Direct Consolidation Loan;

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If the Secretary discharges a loan in whole or in part, the Department of Education may require the school to repay the amount of the discharged loan.

On August 10, 2021, the Department of Education announced its intention to establish a rulemaking committee to develop proposed regulations on, among other things, Borrower Defense to Repayment.

Negotiated rulemaking committee meetings completed in December 2021 with no consensus reached on the topic.

On July 6, 2022, the Department released proposed Borrower Defense to Repayment regulations for public comment and subsequently published a final rule on October 31, 2022 (the “2022 BDTR Rule”).

Among other things, the 2022 BDTR Rule sets a single standard and streamlined process for relief that will apply to all future and pending Borrower Defense to Repayment claims as of July 1, 2023, regardless of the date of a borrower’s loan disbursement;

defines the types of misconduct that could lead to borrower defense discharges, including substantial misrepresentations, substantial omissions of fact, breaches of contract, aggressive and deceptive recruitment, and state or federal judgments or final Department of Education actions that could give rise to a Borrower Defense to Repayment claim;

The Department published a final BDTR rule on October 31, 2022 (the “2022 BDTR Rule”).

Among other things, the 2022 BDTR Rule sets a single standard and streamlined process for relief that will apply to all future and pending BDTR claims as of July 1, 2023, regardless of the date of a borrower’s loan disbursement;

establishes a presumption that borrowers reasonably relied upon misrepresentations or omissions;

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and creates a process for the adjudication of group claims based on common facts.

The 2022 BDTR Rule permits

nonprofit legal assistance organizations to request group claims.

The 2022 BDTR Rule permits nonprofit legal assistance organizations to request group claims.

The 2022 BDTR Rule also establishes a recoupment process separate from the approval of Borrower Defense to Repayment claims.

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On August 7, 2023, in the matter of Career Colleges and Schs.

Dep’t of Educ.

Dep’t of Educ., et al.

23-50491), the U.S.

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On April 4, 2024, the Fifth Circuit reversed the underlying district court decision denying injunctive relief and remanded the case to the district court with instructions to enjoin and postpone the effective date of the 2022 BDTR Rule pending final judgment.

The Department petitioned the Fifth Circuit for panel rehearing, which the Fifth Circuit denied on June 12, 2024.

On October 10, 2024, the Department timely filed a petition for a writ of certiorari, seeking review by the Supreme Court of the United States.

The Respondent (i.e., Career Colleges and Schools of Texas) filed a response to the Department’s petition on December 12, 2024, and the Department filed a reply on December 23, 2024.

On January 10, 2025, the Supreme Court agreed to hear arguments on the Department’s appeal, and on February 6, 2025, at the Department’s request, the Supreme Court agreed to pause the briefing schedule.

The Department has previously stated that it will not adjudicate any borrower defense applications under the latest rule unless and until the effective date is reinstated.

The Department will continue to adjudicate borrower defense applications using an earlier version of the regulations, including where required under the court settlement (the Sweet case discussed below).

The Company is unable to predict the ultimate outcome of the litigation.

On August 8, 2025, on the parties’ joint stipulation, the U.S.

Supreme Court dismissed the Department’s appeal.

In stipulating to dismissal of the appeal, the Department referenced the effect of OBBBA, further detailed below.

The case remains with the federal district court on remand.

The OBBBA, signed into law on July 4, 2025, amends the Higher Education Act to delay the effective date of the 2022 BDTR rules, including their closed school discharge provisions, until July 1, 2035.

The OBBBA reinstated the 2019 version of those rules, which took effect July 1, 2020.

In connection with litigation challenging the 2022 BDTR rules that resulted in an injunction delaying its effective date, the Department indicated it would not adjudicate BDTR applications under the 2022 BDTR rule unless the rule was reinstated.

Third-Party Servicers

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Most states require approval before institutions can add new programs, campuses, or teaching locations.

Middle States requires its accredited institutions to notify it in advance of

implementing new programs or additional locations as defined by Middle States, which may require additional approval.

Middle States requires its accredited institutions to notify it in advance of implementing new programs or additional locations as defined by Middle States, which may require additional approval.

At its discretion, Middle States may also conduct site visits to additional locations to evaluate whether accredited institutions that experience rapid growth in the number of additional locations, among other reasons, maintain educational quality.

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Department of Education regulations require institutions to report to the Department of Education a new additional location at which at least 50% of an eligible program may be offered, if the institution wants to disburse Title IV program funds to students enrolled at that location.

Under their Program Participation Agreements with the Department of Education, Capella University and Strayer University must notify the Department of Education of the addition of any such location within ten days of opening, but need not seek prior approval.

Under their PPAs with the Department of Education, Capella University and Strayer University must notify the Department of the addition of any such location within ten days of opening, but generally need not

seek prior approval.

Institutions are responsible for knowing whether they need approval, and institutions that add locations and disburse Title IV program funds without having obtained any necessary approval may be subject to administrative repayments and other sanctions.

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The regulations define the term “credit hour” and require accrediting agencies to review the reliability and accuracy of an institution’s credit hour assignments.

If an accreditor does not comply with this requirement, its recognition by the Department of Education could be jeopardized.

If an accreditor identifies systematic or significant noncompliance in one or more of an institution’s programs, the accreditor must notify the Secretary of Education.

If the Department of Education determines that an institution is out of compliance with the credit hour definition, the Department of Education could impose liabilities or other sanctions.

If an accreditor does not comply with this requirement, its recognition by the Department could be jeopardized.

If an accreditor identifies systematic or significant noncompliance in one or more of an institution’s programs, the accreditor must notify the Department.

If the Department determines that an institution is out of compliance with the credit hour definition, the Department could impose liabilities or other sanctions.

We believe that both Capella University and Strayer University are in compliance with the credit hour rules.

In addition to the credit hour model, the Department of Education has granted approvals for a small number of institutions to operate direct assessment academic programs.

In addition to the credit hour model, the Department has granted approvals for a small number of institutions to operate direct assessment academic programs.

Instead of measuring student progress through the number of credit hours spent in the course, these direct assessment programs allow students to progress through courses by showing mastery over material through the completion of assessments.

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Capella University and Strayer University must comply with the campus safety and security reporting requirements as well as other requirements in the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”).

In addition, the Department has interpreted Title IX of the Education Amendments of 1972 (“Title IX”) to categorize

sexual violence as a form of prohibited sex discrimination and to require institutions to follow certain disciplinary procedures with respect to such offenses.

In addition, the Department has interpreted Title IX of the Education Amendments of 1972 (“Title IX”) to categorize sexual violence as a form of prohibited sex discrimination and to require institutions to follow certain disciplinary procedures with respect to such offenses.

Failure by the universities to comply with the Clery Act or Title IX requirements or regulations thereunder could result in action by the Department fining the universities, or limiting or suspending their participation in Title IV programs, could lead to litigation, and could harm the universities’ reputations.

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On August 24, 2021, the Department of Education Office for Civil Rights (“OCR”) issued guidance indicating it would cease enforcement of the 2020 Title IX Rule’s prohibition against consideration of statements made by individuals failing to submit to cross-examination at a live hearing.

The Department of Education conducted public hearings concerning its Title IX regulations and on June 23, 2022, the Department of Education released proposed Title IX regulations for public comment.

Among other changes, the proposed rule would address all forms of sex-based harassment (not only sexual harassment);

clarify that Title IX’s prohibition against sex discrimination includes discrimination on the basis of sex stereotypes, sex characteristics, pregnancy or related conditions, sexual orientation and gender identity;

and eliminate the requirement for live hearings at the post-secondary level.

The public comment period on the proposed rule ended on September 12, 2022.

On October 4, 2022, the OCR released a resource document for students and institutions in which it reinforced that the 2020 Title IX Rule prohibits discrimination based on pregnancy, childbirth, false pregnancy, termination of pregnancy or recovery therefrom.

The resource document further emphasized that Title IX requires institutions to treat pregnancy, childbirth, false pregnancy, termination of pregnancy and recovery therefrom the same as other temporary disabilities with respect to medical benefits, services, plans, and policies, and detailed requirements for leave and reinstatement for both students and employees.

medical benefits, services, plans, and policies, and detailed requirements for leave and reinstatement for both students and employees.

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 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;

Multiple states joined lawsuits against the Department challenging the 2024 Title IX Rule, and federal district courts granted preliminary injunctions enjoining the Department from enforcing the 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 issued orders expanding the injunction to named schools, irrespective of where those schools are located;

Capella University and Strayer University were named among nearly 700 schools in one such order on July 15, 2024.

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Cardona , 2:24-cv-00072, the U.S.

District Court for the Eastern District of Kentucky granted summary judgment against the U.S.

Department of Education, vacating the 2024 Title IX Rule as unlawful.

On February 4, 2025, the Department’s Office for Civil Rights issued a Dear Colleague Letter confirming that it will enforce Title IX under the 2020 Title IX Rule, and that open investigations initiated under the 2024 Title IX Rule should be reevaluated for consistency with the 2020 Title IX Rule.

In December 2024, the Department terminated the notice of proposed rulemaking regarding the athletic-related provisions of Title IX, which were yet to be finalized.

District Court for the Eastern District of Kentucky granted summary judgment against the Department of Education, vacating the 2024 Title IX Rule as unlawful nationwide.

On February 4, 2025, the Department’s Office for Civil Rights issued a DCL confirming that it will enforce Title IX under the 2020 Title IX Rule, and that open investigations initiated under the 2024 Title IX Rule should be reevaluated for consistency with the 2020 Title IX Rule.

On January 20, 2025, President Trump issued Executive Order 14168 “Defending Women From Gender Ideology Extremism and Restoring Biological Truth to the Federal Government” ordering, among other matters, all agencies to enforce laws governing sex-based rights, protections, opportunities, and accommodations consistent with definitions provided in the executive order.

The executive order defines “sex” as a binary classification that does not include “gender identity” and requires agencies to take various actions consistent with that position.

On April 4, 2025, the Department and the U.S.

Department of Justice jointly announced a “Title IX Special Investigations Team” (the “Title IX SIT”) in response to what the agencies describe as a “staggering” volume of Title IX complaints.

The Title IX SIT is intended to streamline Title IX investigations conducted by the federal government by leveraging teams with personnel from both agencies to coordinate on investigation and enforcement.

Under Title VI of the Civil Rights Act of 1964, institutions receiving federal financial assistance are prohibited from discriminating on the basis of race, color, or national origin.

On January 21, 2025, President Trump issued Executive Order 14173 “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” ordering, among other matters, all agencies to enforce civil rights laws and combat illegal private sector Diversity, Equity, and Inclusion (“DEI”) preferences, mandates, policies, programs and activities.

The executive order further directed the U.S.

Attorney General and the Secretary of Education to issue guidance to all institutions of higher education that receive federal financial assistance regarding measures and practices required to comply with the U.S.

Supreme Court’s decision in Students for Fair Admissions, Inc.

President and Fellows of Harvard College , 600 U.S.

181 (2023) (“SFFA”), in which the Court significantly altered the existing legal framework relevant to race-conscious admissions to achieve student body diversity.

On February 5, 2025, the U.S.

Attorney General issued a memorandum to all Department of Justice employees stating that the Department of Justice’s Civil Rights Division will investigate, eliminate, and penalize illegal DEI as well as diversity, equity, inclusion and accessibility (“DEIA”) preferences, mandates, policies, programs and activities in the private sector and educational institutions that receive federal funds.

The Attorney General further stated that by March 1, 2025, the Civil Rights Division and Office of Legal Policy would jointly prepare a report containing recommendations for enforcement and address:

key sectors of concern within the Department of Justice’s jurisdiction;

the most egregious illegal DEI/DEIA practitioners in each sector of concern;

plans to deter the use of illegal DEI/DEIA, including proposals for criminal investigations and up to nine potential civil compliance investigations of publicly traded corporations and certain other organizations;

potential litigation activities, regulatory actions, and sub-regulatory guidance;

and other strategies to end illegal DEI and DEIA discrimination and preferences and ensure compliance with federal civil rights laws.

On July 29, 2025, the Attorney General released “Guidance for Recipients of Federal Funding Regarding Unlawful Discrimination,” which describes “the significant legal risks of initiatives that involve discrimination based on protected characteristics” and provides “non-binding best practices to help entities avoid the risk of violations.” Various litigation challenging Executive Order 14173 was brought in federal district court;

after a preliminary injunction was granted by a Maryland district court enjoining portions of the executive order, the appeals court stayed the injunction pending appeal.

On February 14, 2025, the Department of Education issued a DCL setting forth the anti-discrimination obligations of institutions that receive federal financial assistance.

The DCL asserts that the SFFA decision applies more broadly to prohibit

using race in decisions related to admissions, hiring, promotion, compensation, financial aid, scholarships, prizes, administrative support, discipline, housing, graduation ceremonies, and all other aspects of student, academic, and campus life.

The DCL further states that programs and activities that treat students differently on the basis of race to achieve “nebulous” diversity, racial balancing, social justice, or equity goals are illegal.

The Department informed institutions that the Department intended to take appropriate measures to assess compliance with the applicable statutes and regulations beginning February 28, 2025.

The DCL further noted that institutions that fail to comply with federal civil rights law may, consistent with applicable law, face potential loss of federal funding.

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

Multiple lawsuits were 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.

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

In August 2025, the U.S.

District Court for the District of Maryland vacated the DCL, FAQs, and a related certification requirement.

The Department subsequently confirmed it would not take any enforcement action or otherwise implement the guidance until further notice.

On October 15, 2025, the Department filed a notice of appeal to the U.S.

Court of Appeals for the Fourth Circuit;

and on January 21, 2026, the parties filed a joint motion to dismiss the appeal.

On March 14, 2025, the Department announced that its Office for Civil Rights has opened investigations into dozens of higher education institutions for alleged Title VI violations;

the Department has continued to initiate additional Title VI investigations.

Students with Disabilities

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The Americans with Disabilities Act (“ADA”) prohibits discrimination based on disability in several areas, including public accommodations.

In 2010, the Department of Education’s Office for Civil Rights,

which enforces Section 504, together with the Department of Justice, which enforces the ADA, asserted that requiring the use of technology in a classroom environment when such technology is inaccessible to individuals with disabilities violates Section 504, unless those individuals are provided accommodations or modifications that permit them to receive all the educational benefits provided by the technology in an equally effective and integrated manner.

In 2010, the Department of Education’s Office for Civil Rights, which enforces Section 504, together with the Department of Justice, which enforces the ADA, asserted that requiring the use of technology in a classroom environment when such technology is inaccessible to individuals with disabilities violates Section 504, unless those individuals are provided accommodations or modifications that permit them to receive all the educational benefits provided by the technology in an equally effective and integrated manner.

In recent years, the Department of Education’s Office for Civil Rights and third parties have brought enforcement actions against institutions related to website accessibility of online course material.

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Potential Effect of Regulatory Violations

Education as a condition for continued Title IV certification, taking emergency action against the university, or referring the matter for criminal prosecution or initiating proceedings to impose a fine or to limit, condition, suspend, or terminate the university’s participation in Title IV programs.

If either Capella University or Strayer University fails to comply with the regulatory standards governing Title IV programs, the Department of Education could impose one or more sanctions, including transferring the university from the advance payment method to the reimbursement or cash monitoring system of payment, provisional certification, seeking to require repayment of certain Title IV funds, requiring the university to post a letter of credit in favor of the Department of Education as a condition for continued Title IV certification, taking emergency action against the university, or referring the matter for criminal prosecution or initiating proceedings to impose a fine or to limit, condition, suspend, or terminate the university’s participation in Title IV programs.

Although there are no such sanctions currently in force against Capella University or Strayer University, if such sanctions or proceedings were imposed and resulted in a substantial curtailment, or termination, of that university’s participation in Title IV programs or resulted in substantial fines or monetary liabilities, that university and the Company could be materially and adversely affected.

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The Department of Education may also temporarily and provisionally certify an institution seeking approval of a change of ownership under certain circumstances while the Department of Education reviews the institution’s application.

The time required for the Department of Education to act on such an application may vary substantially.

required for the Department of Education to act on such an application may vary substantially.

The Department of Education’s recertification of an institution following a change of control will be on a provisional basis.

On December 8, 2021, the Department of Education announced its intention to establish a negotiated rulemaking committee to develop proposed regulations for, among other topics, issues related to changes of control, via the Institutional and Programmatic Eligibility rulemaking.

Meetings of this negotiated rulemaking committee completed in March 2022, and on October 27, 2022, the Department released final regulations related to change of ownership and change in control of institutions of higher education.

On October 27, 2022, the Department released final regulations, effective July 1, 2023, related to change of ownership and change in control of institutions of higher education.

The ownership interest threshold for publicly traded corporations remains at 25%, as described below.

Among other things, the final rule lowered the threshold for reportable changes in ownership percentages from 25% to 5% for changes in ownership that do not result in a change in control, introduced a new timeline for reporting such changes, and created a requirement that for a planned change in ownership that results in a change in control, an institution is now required to notify students at least 90 days prior to the anticipated transaction date.

The final rule became effective July 1, 2023.

Change in Ownership Resulting in a Change of Control

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In 2025, Capella University had such approval in Minnesota, and because all of its programs are online only, this approval allows it to extend VA education benefits to students in all states and abroad.

In 2024, Strayer University had such approval in Delaware, Florida, Georgia, Maryland, Mississippi, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia, and Washington, D.C.

In 2025, Strayer University had such approval in Delaware, Florida, Georgia, Maryland, Mississippi, New Jersey, North

Carolina, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia, and Washington, D.C.

In certain circumstances, state approving agencies may require an institution to obtain approval for a change in ownership and control.

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Congress reviews and determines appropriations for Title IV programs on an annual basis.

On December 21, 2024, the President signed the “American Relief Act, 2025,” which provides fiscal year 2025 appropriations to Federal agencies through March 14, 2025.

On February 3, 2026, the President signed the “ Consolidated Appropriations Act, 2026, ” which provides fiscal year 2026 appropriations to the Department of Education and certain other Federal agencies through September 30, 2026 (the end of the fiscal year).

A future government shutdown, particularly one that includes the Department of Education or appropriations for Title IV programs, could have a material adverse effect on our operations and financial condition.

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The Consumer Financial Protection Bureau (“CFPB”) has pursued enforcement actions against certain proprietary institutions of higher education and has released several reports that directly address issues related to institutions of higher education.

In November 2024, the CFPB Student Loan Ombudsman released its annual report analyzing a sample set of more than 3,300 private student loan complaints the CFPB received from private student loan borrowers between July 1, 2023 and June 30, 2024 and more than 13,500 federal student loan complaints the CFPB received from federal student loan borrowers.

In January 2026, the CFPB Student Loan Ombudsman released its annual report analyzing a sample set of approximately 4,500 private student loan complaints the CFPB received from private student loan borrowers between July 1, 2024 and June 30, 2025 and more than 18,400 federal student loan complaints the CFPB received from federal student loan

We do not know what steps the CFPB or Congress may take in response to these actions and whether such actions, if any, will have an adverse effect on our business or results of operations.

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Vought, et al.

District Court for the District of Columbia entered a temporary order to prevent certain actions by the Administration pending resolution of a preliminary injunction hearing scheduled for March 3, 2025.

District Court for the District of Columbia entered a temporary order to prevent certain actions by the Administration.

On April 11, 2025, the U.S.

Court of Appeals for the District of Columbia Circuit partially stayed the district court’s injunction and subsequently, on August 15, 2025, the appellate court concluded that the district court improperly blocked the Administration’s CFPB layoffs and vacated the injunction.

On September 29, 2025, the plaintiffs filed a petition for a rehearing, which the court granted on December 17, 2025.

The court’s August 15 order has been vacated, and a rehearing by the entire appellate court is scheduled for February 24, 2026.

Department of Education

Title IV regulations applicable to Capella University and Strayer University have been subject to frequent revisions, many of which have increased the level of scrutiny to which higher education institutions are subjected and have raised applicable standards.

Current Federal Rulemaking

Beginning January 2024, the Department convened a negotiated rulemaking committee to consider new proposed regulations on distance education, cash management, return of federal funds, state authorization, accreditation and related issues, and TRIO programs.

On December 30, 2024, the Department released final regulations on distance education, return of federal funds and the TRIO program, which make modest changes to existing regulatory language requiring additional data collection and reporting, or, in the case of the TRIO program, make technical changes.

Also in December 2024, the Department officially terminated the negotiated rulemaking process for cash management, state authorization and accreditation, prior to releasing any draft rules.

Negotiated Rulemaking

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 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.

As a result the Department proposed its own regulatory language on August 18, 2025, and issued final regulations on October 31, 2025 which, among other things, amends the definition of a “qualifying employer” to exclude employers that engage in activities that have a “substantial illegal purpose” as described in the regulation.

On July 24, 2025, the Department of Education announced its intention to establish two negotiated rulemaking committees to prepare proposed regulations implementing OBBBA and related Trump administration priorities.

One committee, the Reimagining and Improving Student Education (RISE) Committee, addressed federal student loan-related changes and met for two multi-day sessions between September 2025 and November 2025.

The committee reached consensus on draft regulatory language, and the Department released proposed regulations on January 29, 2026 consistent with the consensus language.

Specifically, the proposed regulations implement the statutory loan-related changes reflected in OBBBA (described in the OBBBA section above) which among other things includes, with limited grandfathering, new annual, aggregate and lifetime loan limits for graduate students and professional students, proportional adjustment of annual loan limits for students enrolled less than full time, and the phasing out of Federal Direct PLUS loans for graduate students and professional students.

The proposed regulations define “graduate student” and “professional student” for purposes of such changes.

“Graduate student” is defined as “[a] student enrolled in a program of study that is above the baccalaureate level and awards a graduate credential (other than a professional degree) upon completion of the program.” “Professional student” is defined as “[a] student enrolled in a program of study that awards a professional degree upon completion of the program,” and the proposed regulations clarify that a professional degree is a degree that:

(1) signifies both completion of the academic requirements for beginning practice in a given profession and a level of professional skill beyond that normally required for a bachelor’s degree;

(2) is generally at the doctoral level, and that requires at least six academic years of postsecondary education coursework for completion, including at least two years of post-baccalaureate level coursework;

(3) generally requires professional licensure to begin practice;

and (4) includes a four-digit program CIP code in certain specified fields (pharmacy, dentistry, veterinary medicine, chiropractic, law, medicine, optometry, osteopathic medicine, podiatry, theology, and clinical psychology).

The Department is accepting public comment on the proposed rule through March 2, 2026.

A second committee, the Accountability in Higher Education and Access through Demand-driven Workforce Pell (AHEAD) Committee, addressed Workforce Pell, institutional and programmatic accountability, and other issues, and met for two multi-day sessions between December 2025 and January 2026;

the committee reached consensus on the Workforce Pell and accountability packages.

Because the committees reached consensus, the Department must publish a notice of proposed rulemaking that generally aligns with the consensus language.

Notwithstanding consensus on draft regulatory language, the Company is unable to predict the ultimate outcome of the rulemaking process or what guidance the Department may issue regarding how schools are to implement OBBBA’s legislative changes.

On January 26, 2026, the Department announced its intent to establish the Accreditation, Innovation, and Modernization

negotiated rulemaking committee to develop proposed regulations on accreditation-related topics;

the Department anticipates the committee will convene April-May 2026.

College Affordability and Transparency Lists

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As part of the announcement, the Department indicated its intention is to publish a list of the programs at all types of colleges and universities that provide the least financial value to students.

Once the list is published, institutions with programs on this list will be asked to submit improvement plans to the Department.

Once the list is published, institutions with programs on this list would be asked to submit improvement plans to the Department.

On December 8, 2025, the Department announced a “lower earnings indicator” tool through the Free Application for Federal Student Aid (FAFSA) form that identifies schools where graduates’ median earnings are lower than those of typical high school graduates in the same state, or lower than those of typical high school graduates nationally if the school services primarily out of state students.

Neither Capella University nor Strayer University is identified by the Department as a “lower earnings” institution.

College Scorecard

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Among other characteristics, the College Scorecard allows users to search for schools based upon programs offered, location, size, tax status, mission, and religious affiliation.

In October 2017, the Department of Education announced that its Integrated Post-secondary Education Data System, or IPEDS, would publish for the first time completion data for part-time and non-first-time students, which provides additional information about institutions’ performance.

In October 2017, the Department of Education announced that its Integrated Post-secondary Education Data System would publish for the first time completion data for part-time and non-first-time students, which provides additional information about institutions’ performance.

The Department of Education updates the data available on the College Scorecard on a periodic basis.

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In addition, the CCPA imposes on companies an obligation to maintain reasonable security procedures and empowers individuals to bring private actions to recover damages if their personal information is subject to a security breach as a result of a company’s failure to maintain reasonable security practices.

The California Privacy Rights Act, or CPRA, expanding the CCPA’s requirements became effective on January 1, 2023.

The California Privacy Rights Act, expanding the CCPA’s requirements, became effective on January 1, 2023.

Collection of personal information outside the United States may subject companies to global privacy and data security laws.

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state and federal privacy and data security laws.

The GDPR applies to entities that process personal

information (1) in the context of the activities of an establishment of the entity in the European Union (“EU”), regardless of whether the processing takes place in the EU or not, or (2) of individuals who are in the EU, where the processing activities are related to (a) targeting of individuals in the EU in its offering of goods or services, or (b) the monitoring of the behavior of individuals in the EU as far as that behavior takes place within the EU.

The GDPR applies to entities that process personal information (1) in the context of the activities of an establishment of the entity in the European Union (“EU”), regardless of whether the processing takes place in the EU or not, or (2) of individuals who are in the EU, where the processing activities are related to (a) targeting of individuals in the EU in its offering of goods or services, or (b) the monitoring of the behavior of individuals in the EU as far as that behavior takes place within the EU.

Noncompliance with the GDPR can result in administrative, civil, or criminal liability.

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Torrens is also registered with ASQA as an RTO and is thus entitled to offer vocational and training courses.

Torrens is currently undergoing an ordinary course re-registration process with TEQSA.

On September 3, 2025, Torrens completed its re-registration process with TEQSA and received a registration renewal from TEQSA for the maximum period of seven years, with two conditions.

Think is one of approximately 5,000 RTOs in Australia and in that capacity is regulated by ASQA.

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Both Torrens and Think are registered for the purposes of these plans (a precondition to their students being eligible to receive such loans).

On May 16, 2024, the Education Services for Overseas Students Amendment (Quality and Integrity) Bill 2024 , which would amend the Education Services for Overseas Students Act 2000 , was introduced into the House of Representatives of the Australian Parliament.

On August 15, 2024, the Bill was introduced into the Senate of the Australian Parliament.

The Bill contained several measures that would authorize the Minister for Education to regulate the provision of education to overseas students, including, among other things, by limiting the enrollments of overseas students.

These limits would apply to Torrens and to Think.

The Bill has not passed the Senate;

however, on December 19, 2024, the Australian Federal Government introduced Ministerial Direction 111, which, like the Bill, seeks to limit the number of international students, and is expected to draw student allocations determined by the Government on a prioritization approach.

We operate a post-secondary educational institution in New Zealand, Media Design School Limited (“MDS”).

MDS is a Private Training Establishment, a private organization offering education or training.

It is a globally renowned and specialist provider of design and creative technology education with qualifications ranging from diplomas to postgraduate degrees.

also has access to New Zealand Government student finance where study loans are offered to students who are New Zealand citizens or ordinarily resident in New Zealand, subject to certain conditions.

On December 19, 2024, the Australian Federal Government introduced Ministerial Direction 111, which seeks to limit the number of international students, and was expected to draw student allocations determined by the Government on a prioritization approach.

On August 4, 2025, the Australian Federal Government announced that the National Planning Level for international students for 2026 would be increased over 2025, contingent upon institutions fulfilling certain conditions, and that

Ministerial Direction 111 would be replaced with an updated ministerial direction to reflect 2026 arrangements.

On October 9, 2025, the Education Legislation Amendment (Integrity and Other Measures) Bill 2025 was introduced into the House of Representatives of the Australian Parliament and passed both houses of Parliament on November 28, 2025.

The legislation, which does not include numerical limits on international students, contains several measures to reform key legislative frameworks for education providers and aims to strengthen the integrity and regulation of the international education sector within Australia as well as transnational education and offshore delivery.

Strayer University operates a PTE in New Zealand, Media Design School at Strayer.

MDS is a globally renowned and specialist provider of design and creative technology education with qualifications ranging from diplomas to postgraduate degrees.

MDS also has access to New Zealand Government student finance where study loans are offered to students who are New Zealand citizens or ordinarily resident in New Zealand, subject to certain conditions.

Privacy and Data Security

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business