PXED on NYSE

University of Phoenix

American for-profit university

The University of Phoenix (UoPX) is a private for-profit university headquartered in Phoenix, Arizona. Founded in 1976, the university confers certificates and degrees at the certificate, associate, bachelor's, master's, and doctoral degree levels. It is institutionally accredited by the Higher Learning Commission and has an open enrollment admissions policy for many undergraduate programs.3 It was founded by John Sperling.1 It employed 4,578 people in 2022.1 It is part of Apollo Group.1 Its shares trade on NYSE under the symbol PXED.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1976Founded1

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  • TickerPXED on NYSE1
  • IndustryServices-Educational Services1
  • HeadquartersPhoenix1
  • Websitewww.phoenix.edu
  • Incorporated inDE5
  • Business address4035 S. Riverpoint Parkway, Phoenix, Az 850405
  • Filer category, Emerging growth company5
  • Legal formCorporation (Business or for-profit)4
  • LEI254900ZYS0RDYLMNIU844
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 85021 Phoenix, United States4
  • Registered withArizona Corporation Commission, 010734954
University of Phoenix image from its website
Image: phoenix.edu8

The University of Phoenix (UoPX) is a private for-profit university headquartered in Phoenix, Arizona. Founded in 1976, the university confers certificates and degrees at the certificate, associate, bachelor's, master's, and doctoral degree levels. It is institutionally accredited by the Higher Learning Commission and has an open enrollment admissions policy for many undergraduate programs. The school is owned by Phoenix Education Partners.3

Corporate structure

University of Phoenix is part of a group headed by Apollo Group. 5 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of University of Phoenix

  • Apollo Group Phoenix, Arizona, United States
    • University of Phoenix Phoenix, Arizona, United States
      • Phoenix Education Operating Corp. Subsidiary · Arizona, United States
    • BPP Holdings Subsidiary · London, United Kingdom
      • BPP University Subsidiary · London, United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What University of Phoenix reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

As of August 31, 2025, we have one leased facility in Phoenix, Arizona that consists of dual purpose space for our corporate headquarters and Phoenix ground campus. The facility represents approximately 600,000 square feet and the lease expires in March 2031. Of that total, we are actively using approximately 79,000 square feet and the remaining square feet have been abandoned. Of the abandoned square feet, we have sublet approximately 268,000 square feet through March 2031.

Item 2 of the 10-K filed Nov 20, 2025.9

The story

Founded by John Sperling in 1976.1

Foundation and rapid growth (1970s–2000s)

The University of Phoenix was founded in 1976 by John Sperling and John D. Murphy. In 1980, it expanded to San Jose, California, and launched its online program in 1989. Much of UoPX's revenue came from employers who were subsidizing the higher education of their managers. Academic labor underwent a process of unbundling, in which "various components of the traditional faculty role (e.g., curriculum design) are divided among different entities, while others (e.g., research) are eliminated altogether".

In 1994, UoPX leaders made the parent company, Apollo Group, public. Its enrollment exceeded 100,000 students by 1999. Senator Tom Harkin, who chaired hearings on for-profit colleges, said, "I think what really turned this company is when they started going to Wall Street." The sentiment was echoed by Murphy in his book Mission Forsaken: The University of Phoenix Affair with Wall Street. In 2004, Murphy thought that "the University of Phoenix abandoned its founding mission of solely serving working adult learners to admit virtually anyone with a high school diploma or GED." In terms of revenue, UoPX began to rely less on corporate assistance and more on government funding. In 2007, The New York Times reported that the school's graduation rate had plummeted and that educational quality had eroded.

In 2008, Pereira O'Dell became the lead ad agency for UoPX for a reported $220 million. During the 2008–2009 fiscal year, the UoPX student body received more Pell Grant money ($656.9 million) than any other university and was the top recipient of student financial aid funds, receiving almost $2.48 billion. The university's graduation rate was 17 percent, according to federal data that measures first-time, full-time (FTFT) undergraduate students who complete their programs at 150% of the normal time. The University of Phoenix has been the largest recipient of federal G.I. Bill tuition benefits and the largest for-profit recipient by Pell Grant assistance funding.

In 2009, the Department of Education produced a report claiming the untimely return of unearned Title IV funds for more than 10 percent of sampled students. The report also expressed concern that some students register and begin attending classes before completely understanding the implications of enrollment, including their eligibility for student financial aid. In January 2010, the parent company Apollo Group was required to post a letter of credit for $125 million by January 30 of the same year. In 2010, UoPX came under government scrutiny after its Phoenix and Philadelphia campuses were found to have engaged in deceptive enrollment practices and fraudulent solicitation of FAFSA funds.

Enrollment decline, transition to online courses (2010s)

In 2010, UoPX claimed a peak enrollment of more than 470,000 students with a revenue of $4.95 billion. A 2010 report found that its online graduation rate at the time was only five percent. Later in the year, the university paid $154.5 million for 20-year naming rights for advertising purposes of the University of Phoenix Stadium in Glendale, Arizona. The company terminated the naming rights deal on April 11, 2017, and on September 4, 2018, the stadium's naming rights were acquired by State Farm.

In a December 2010 Bloomberg article, former UoPX senior vice president Robert W. Tucker noted that "at critical junctures, [co-founder] John [Sperling] chose growth over academic integrity, which ultimately diminished a powerful educational model". At its peak, UoPX operated more than 500 campuses and learning sites. The university began to focus on opening new resource centers for online students to provide spaces for alumni to network and current students to seek assistance from professors and peers.

In August 2011, Apollo Group announced it would buy 100% of Carnegie Learning to accelerate its efforts to incorporate adaptive learning into its academic platform. Controversies concerned its marketing and recruitment practices, instructional hours, its status as one of the top recipients of student aid, and a student body carrying the most student debt of any college.

In 2013, the Department of Defense ended its contract with the University of Phoenix for military bases in Europe. U.S. military commanders at Fort Campbell, Kentucky, allowed UoPX representatives to advertise and place promotional materials in high-traffic areas. Access was provided in exchange for the university funding events on army bases, including Easter egg hunts and welcome briefings for newly assigned soldiers.

Read the full text

Murphy wrote in Mission Forsaken (2013) about the school's degeneration from a provider of working adult continuing education programs to a money making machine whose sole criterion for admission was eligibility for federally funded student loans.

In May 2013, the university's accreditation status was placed on "notice" for a period of two years (with allowed retention of their regional accreditation) by the HLC, due to "insufficient autonomy relative to its parent corporation". The HLC Institutional Actions Council First Committee (IACFC) concerns centered on the university's governance, student assessment, and faculty scholarship in relation to Ph.D. programs. In June 2015, the HLC determined that the University of Phoenix had resolved those concerns.

In 2014, UoPX partnered with 47 historically black colleges and universities to offer UoPX classes that transfer to these institutions. 142,500 students enrolled on August 31, 2016, and 119,938 during the 2016–17 school year. During this time, the university continued to spend tens of millions of dollars on marketing and advertising, including $27 million on internet paid search advertising. The Brookings Institution reported that UoPX spent $76 million on advertising in 2017.

From 2009 to 2015, the University of Phoenix received an estimated $1.2 billion of federal money issued through the G.I. Bill. The university enrolled almost 50,000 such students in 2014, twice as many as any other institution.

In 2015, MarketWatch reported that UoPX students owed more than $35 billion in student loan debt, the most of any US college at the time.

In 2016, the University of Phoenix partnered with the ASIS Foundation to provide scholarships for students studying for security-related degrees. In March 2016, the first ten scholarship recipients were announced. The University of Phoenix also has community partnerships with Boys and Girls Clubs of America, the American Red Cross, and the Junior League.

In 2016, Apollo Education Group shareholders filed a class-action lawsuit against the corporation, arguing that it withheld information leading to large losses in stock prices. Several of the allegations related to UoPX's recruiting of military personnel and veterans.

Between 2010 and 2016, enrollment declined by more than 70 percent amid multiple investigations, lawsuits, and controversies. In 2016, a Brookings Institution study estimated the University of Phoenix's five-year student loan default rate at 47 percent.

Ownership by Apollo Global Management (2016–2025)

In February 2016, Apollo Group announced its sale to a private investment group comprising Apollo Global Management, the Vistria Group, and the Najafi Companies, for $1 billion. Former U.S. Department of Education deputy secretary Anthony W. Miller, partner and chief operating officer of Vistria, became chairman. The sale was approved by both the Department of Education and the Higher Learning Commission (HLC). In December 2016, the U.S. Department of Education approved of the sale of Apollo Education Group to Apollo Global Management. The company provided a letter of credit for up to $385 million. In February 2017, after the takeover by Apollo Global Management, UoPX laid off 170 full-time faculty members. According to the 2019 academic report, degreed enrollment was 87,400.

In 2020, UoPX received $6.5 million in CARES Act funding and $7.4 million in the second round of COVID-19 relief funds. In 2020, UoPX began experimenting with micro-campuses, giving the centers a "WeWork vibe".

In 2021, Bloomberg reported that Apollo's higher education investment had gained about 50 percent in value: from its $634 million initial investment to $956 million. UoPX also received $3.4 million in aid through the American Rescue Plan.

In 2021, UoPX continued to close campuses, including Atlanta and Salt Lake City. The Phoenix, Arizona campus was the only location accepting new in-person students. UoPX would later announce that only one campus would remain open in 2025.

On September 20, 2023, the Biden administration canceled nearly $37 million of federal student loan debt for more than 1,200 borrowers who were enrolled at the University of Phoenix between September 21, 2012, and December 31, 2014.

Through the 2023-24 school year, UoPX was the largest for-profit university based on the number of students taking classes for credit, having 156,956 students enrolled under that qualifier. In 2024, UoPX published a survey of its students that found 83% of respondents were satisfied or very satisfied with their online learning. The university attributed a decrease in enrollment over the past years to the elimination of struggling programs and the de-emphasis of associate degrees.

Phoenix Education Partners, IPO (2025–present)

On August 29, 2025, AP VIII Queso Holdings LP, the new parent company of the University of Phoenix, filed for an initial public offering. The company announced that its name would change to Phoenix Education Partners Inc. before the closing of the offering. The entity began to be traded under the ticker symbol PXED. Phoenix Education Partners received backing from Apollo Global Management.

Prior to its IPO, multiple acquisition proposals were made for the University of Phoenix since 2021, including those by Tuskegee University, UMass Global, the University of Arkansas System, and the University of Idaho. The University of Idaho initially announced a deal worth $685 million to acquire the University of Phoenix in May 2023. Idaho Attorney General Raúl Labrador sued the Idaho State Board of Education, due to alleged violations of Idaho's Open Meetings Law, pausing the acquisition. The lawsuit was first dismissed and later appealed, continuing until the case was eventually dropped due to the decision to abandon the purchase in June 2025. The University of Phoenix reimbursed the University of Idaho for legal fees related to exploring the purchase and paid an additional $15 million to the school for seeking an IPO.

Through its IPO, Phoenix Education raised $136 million, giving the university a market value of $1.48 billion. The offering was oversubscribed, with demand reaching roughly ten times the supply of available shares. Additionally, Phoenix's IPO was among the last to receive SEC approval prior to the 2025 United States federal government shutdown.

From Wikipedia’s article on University of Phoenix, shared under CC BY-SA 4.0.6

Leadership

Who has led University of Phoenix, and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Blair Wilde Westblom2025–now

Chief operating officer

  1. Raghu Ram Krishnaiah2025–now
19801990200020102020
Board members and other officers (14)

Subsidiaries and ownership

Parent company

Subsidiaries (Exhibit 21)

  • Phoenix Education Operating Corp. Arizona7
  • The University of Phoenix, Inc. Arizona7

From Wikidata.1 The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Employees over time

  • 20224,5781

Former names

  • AP VIII Queso Holdings, L.P.Feb 18, 2014 to Sep 30, 20255

Timeline

  1. Oct 9, 20268-K Executive or director change26
  2. Sep 17, 20268-K Other events27
  3. Jul 14, 20268-K Results of operations28
  4. Jul 13, 20268-K Executive or director change29
  5. Apr 7, 20268-K Results of operations30
  6. Feb 13, 20268-K Shareholder vote31
  7. Jan 13, 20268-K Results of operations32
  8. Dec 2, 20258-K Other events33
  9. Nov 20, 20258-K Results of operations34
  10. Nov 13, 20258-K Entered a material agreement; New debt or obligation35
  11. Oct 15, 20258-K Entered a material agreement; Other events36
  12. Oct 9, 2025Went public Listed on NYSE1
  13. Oct 8, 2025New chief executive Christopher Mark Lynne becomes CEO10
  14. 1976Founded Founded1

Calendar

Coming up

  1. Around Oct 20, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Jul 14, 2026Reported quarterly or annual results28
  2. Apr 7, 2026Reported quarterly or annual results30
  3. Jan 13, 2026Reported quarterly or annual results32
  4. Nov 20, 2025Reported quarterly or annual results34

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

95 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 11 major events, 60 insider forms, 4 large holders, 16 other. The latest 20:

  1. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  2. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Oct 13, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Oct 13, 20263 OWNERSHIP DOCUMENT EDGAR
  9. Oct 9, 2026144 EDGAR
  10. Oct 9, 20268-K EDGAR
  11. Sep 17, 20268-K EDGAR
  12. Aug 27, 20264 OWNERSHIP DOCUMENT EDGAR
  13. Aug 27, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Aug 27, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Aug 21, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Aug 10, 2026SCHEDULE 13G/A EDGAR
  17. Jul 14, 202610-Q EDGAR
  18. Jul 14, 20268-K EDGAR
  19. Jul 13, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jul 13, 20263 OWNERSHIP DOCUMENT EDGAR

The 95 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 0 buys and 6 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Oct 15, 2025TVG-I-E-AEG Holdings, LP10% ownerSale105,452$29.92$3.2MForm 4
Oct 15, 2025Nisar Adnan A.DirectorSale105,452$29.92$3.2MForm 4
Oct 15, 2025Nesbitt Martin H.DirectorSale105,452$29.92$3.2MForm 4
Oct 10, 2025TVG-I-E-AEG Holdings, LP10% ownerSale703,015$29.92$21.0MForm 4
Oct 10, 2025Nisar Adnan A.DirectorSale703,015$29.92$21.0MForm 4
Oct 10, 2025Nesbitt Martin H.DirectorSale703,015$29.92$21.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Christopher LynneChief Executive Officer52$895.7K$10.7M39
2025Srini MediChief Legal Officer and Secretary57$427.4K$4.4M39
2025Blair WestblomChief Financial Officer and Treasurer50$443.5K$3.9M39
2024Christopher LynneChief Executive Officer52$855.0K$3.3M39

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 96. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Apollo Management Holdings, L.P.24,901,320$818.0M13.3%+1
First Eagle Investment Management, LLC831,020$27.3M0.0%+555,210
Wellington Management Group Llp743,112$24.4M0.0%+241,997
Massachusetts Financial Services Co /ma/659,360$21.7M0.0%−17,972
BlackRock, Inc.384,179$12.6M0.0%+52,067
FIL Ltd250,000$8.2M0.0%No change
Vanguard Capital Management LLC224,932$7.4M0.0%+178,602
Geode Capital Management, LLC119,736$3.9M0.0%+8,877
State Street Corp115,975$3.8M0.0%+17,922
American Century Companies Inc94,623$3.1M0.0%+54,364
Segall Bryant & Hamill, LLC83,821$2.8M0.0%+56,560
Morgan Stanley73,233$2.4M0.0%+33,911
Heartland Advisors Inc73,005$2.4M0.1%New
Curated Wealth Partners LLC65,005$2.1M0.2%+5
Bnp Paribas Financial Markets60,380$2.0M0.0%+39,713
Alyeska Investment Group, L.P.57,696$1.9M0.0%−185,859
Trexquant Investment LP51,273$1.7M0.0%New
Goldman Sachs Group Inc49,956$1.6M0.0%−17,364
Walleye Capital LLC47,493$1.6M0.0%+31,331
Two Sigma Investments, LP46,296$1.5M0.0%+18,681
Jpmorgan Chase & Co42,684$1.4M0.0%+40,672
Northern Trust Corp39,216$1.3M0.0%+4,417
XTX Topco Ltd37,252$1.2M0.0%+21,191
Vanguard Portfolio Management LLC36,859$1.2M0.0%+7,637
Citadel Advisors LLC36,677$1.2M0.0%−110,490

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How University of Phoenix is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPhoenix Education Partners, Inc.2
  • CIK0001600222
  • Employer ID (EIN)38-39225402
  • Filer status<br>emerging growth company2
  • Incorporated inDelaware2
  • Fiscal year endsAugust 312
  • Industry code (SIC)8200 Services-Educational Services2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address4035 S. Riverpoint Parkway, Phoenix, AZ 850402
  • Phone800-990-27652
  • Shares outstanding36,047,376 as of Jul 7, 202640
  • On EDGAR sinceFeb 18, 20142
  • Filings96 in all: 4 (39), 3 (21), 8-K (11), 10-Q (3), DRS/A (2), S-1/A (2), S-8 (2), SCHEDULE 13G (2)2
    All 21 form types

    SCHEDULE 13G/A (2), 10-K (1), 144 (1), 4/A (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Nov 20, 2025
    Quarterly report (10-Q) Jul 14, 2026
    Proxy statement (DEF 14A) Dec 29, 2025
    Latest 8-K (8-K) Oct 9, 2026

Risk factors and legal proceedings

The risks University of Phoenix names in Item 1A of its 10-K filed Nov 20, 2025: 58 risks under these headings, as written.9

  • Risks Related to the Highly Regulated Industry in Which We Operate
  • If we fail to comply with the extensive regulatory requirements applicable to our business, we could face significant monetary liabilities, fines and penalties, including loss of or limitations upon access to U.S. federal student loans, grants and military program benefits for our students.
  • If the Department of Education were to limit, suspend, or terminate our eligibility or certification to participate in the Title IV programs or if it were to choose not to renew our certification in the future, our students could lose their access to Title IV program funds, our participation in Title IV programs would be restricted or terminated, or we could be required to accept significant limitations as a condition of our continued participation in Title IV programs.
  • Government agencies, regulatory agencies, and third parties may conduct compliance reviews, bring claims, or initiate litigation against us based on alleged violations of the extensive regulatory requirements applicable to us.
  • “Borrower Defense to Repayment” regulations may subject us to significant repayment liability for certain discharged federal student loans and require us to be provisionally certified or post a letter of credit or other security, or result in the limitation or termination of the University’s eligibility to participate in Title IV programs.
  • “Closed School Loan Discharge” regulations may subject us to significant repayment liability for certain student loans pursuant to Title IV programs and require us to be provisionally certified or to post a letter of credit or other security, or may result in the limitation or termination of the University’s eligibility to participate in Title IV programs.
  • Recent action by Congress that revised the laws governing federal student financial aid programs, including changes to the level of federal student aid funding available to higher education students and to the requirements educational programs must meet to qualify for such funding, could reduce our enrollment and revenue, and increase our costs of operation.
  • Further action by Congress to revise the laws governing federal student financial aid programs, including changes applicable only to proprietary educational institutions, could reduce our enrollment and revenue, and increase our costs of operation.
  • Shifts in higher education policy at the federal and state levels could have a material adverse effect on our business or render our current business impractical or unsustainable.
  • If we do not meet specific financial responsibility standards established by the Department of Education, we may be required to post a letter of credit or accept other limitations in order to continue participating in Title IV programs, or we could lose our eligibility to participate in Title IV programs.
  • “Business—Regulatory Environment—Regulation of Student Financial Aid Programs—Standards of Financial Responsibility.”
  • If we do not comply with the Department of Education’s administrative capability standards, we could suffer financial penalties, be required to accept other limitations in order to continue participating in Title IV programs, or lose our eligibility to participate in Title IV programs.
The other 47 risks
  • The University may lose eligibility to participate in Title IV programs if the percentage of our revenue derived from federal funding sources is too high.
  • Any failure to comply with the Department of Education’s “gainful employment” metrics and financial transparency regulations could limit the programs we can offer students, the Title IV eligibility of the impacted programs and/or increase our cost of operations.
  • If we fail to maintain our institutional accreditation, or our institutional accrediting body loses recognition by the Department of Education, we will lose our ability to participate in Title IV programs.
  • If we fail to satisfy the various accreditation standards of our programmatic accreditors, or fail to satisfy state licensure and certification requirements applicable to our professional licensing programs, we could face restrictions on, or the loss of accreditation for or the ability to offer, certain programs.
  • Failure of the University to resolve examination pass rate concerns with the Commission on Collegiate Nursing Education could result in potential action by the accreditor to limit or remove accreditation from all of the University’s Master of Science in Nursing programs.
  • If we fail to maintain our state authorization, we would lose our ability to participate in Title IV programs.
  • agencies that regulate us delay their approval of, or do not approve, any transaction involving us that constitutes a “change in control,” our ability to operate or participate in Title IV programs may be materially impaired.”
  • If our graduates are unable to obtain professional licenses or certifications required for employment in their chosen fields of study, our reputation may suffer and we may face declining enrollments and revenue or be subject to student litigation.
  • We may lose our eligibility to participate in Title IV programs if our student loan default rates are too high.
  • If we fail to comply with the Department of Education’s incentive compensation rule, we could be subject to sanctions and other liabilities.
  • If we fail to comply with the Department of Education’s misrepresentation rules or its rules prohibiting aggressive and deceptive recruitment tactics, we could be subject to sanctions and other liabilities.
  • If any of the education regulatory agencies that regulate us delay their approval of, or do not approve, any transaction involving us that constitutes a “change in control,” our ability to operate or participate in Title IV programs may be materially impaired.
  • The University is subject to sanctions if it fails to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw from the University.
  • If our institution fails to maintain adequate systems and processes to detect and prevent fraudulent activity in student enrollment and financial aid, our institution may lose the ability to participate in Title IV programs, Department of Defense military tuition assistance programs, or Department of Veterans Affairs veterans’ education benefits programs, or have participation in these programs conditioned or limited, or face claims from third parties.
  • The U.S. political and economic environment, including the legal, regulatory, administrative and policy changes being pursued by the new U.S. presidential administration, may materially affect our business operations and financial performance.
  • Our unauthorized release of, or failure to secure, confidential information could subject us to civil penalties or cause us to lose our eligibility to participate in Title IV programs.
  • Our reputation and our stock price may be negatively affected by the actions of other postsecondary educational institutions.
  • Risks Related to Our Business
  • We face intense and increasing competition in the post-secondary education market, which could decrease our market share and create pricing pressures.
  • A decline in the overall growth of enrollment in post-secondary institutions, or in the number of students seeking degrees online, could lead to lower enrollment, which could negatively impact our future growth.
  • Our financial performance depends on our ability to develop and maintain favorable awareness of the University among, and enroll and retain, students.
  • Our Tuition Price Guarantee program limits our ability to raise additional revenue from current students through tuition increases, and any changes to the Tuition Price Guarantee program could harm our reputation, enrollment numbers, retention rates and overall business and financial performance.
  • The occurrence of natural or man-made catastrophes could have a material adverse effect on our business, financial condition, cash flows and results of operations.
  • If we fail to adapt to changing market needs or new technologies, our business may be adversely affected.
  • Our strategy is to focus on positive student outcomes and the long-term success of students rather than short-term interests of our stockholders, which may negatively influence financial performance.
  • If we do not maintain existing, and develop additional, B2B relationships with employers, our business may be impaired.
  • If we cannot attract or retain a qualified senior management team, our business could be adversely affected.
  • To effectively educate our students, we must continue to attract and retain qualified faculty members.
  • If we are unable to successfully conclude pending litigation and governmental inquiries, our business and financial condition could be adversely affected.
  • Our business may be adversely affected if we are unable to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of such rights.
  • We may become subject to litigation brought by third parties claiming infringement, misappropriation or other violation by us of their intellectual property rights.
  • System disruptions to our computer networks, phone systems, digital platforms or infrastructure could have a material adverse effect on our business.
  • Our collection, use, retention, and processing of personal information makes us a target for security incidents, increasing the risks of personal data breaches, which can impact our business and result in reporting, notice and regulatory obligations.
  • We are subject to rapidly changing laws and regulations relating to privacy and data security. Failure to comply with such laws and regulations could lead to government enforcement actions (including civil or criminal penalties), private litigation or adverse publicity and could have a material adverse effect on our business.
  • The types of data that we collect and process are generally higher risk and/or sensitive, which comes with higher regulatory scrutiny and makes us a bigger target for malicious cyber threats.
  • We face risks of cyber and other data security incidents, which can impact our business, result in harm to our operations, and require costly remediation measures.
  • Our use of artificial intelligence may subject us to increased compliance obligations and legal risk.
  • We rely on third-party vendors whose service may be of lower quality than ours, whose responsiveness may be less timely than ours, and whose compliance practices may increase our operational and compliance risk.
  • We may incur liability for the unauthorized duplication, distribution or other use of materials posted online.
  • We may have unanticipated tax liabilities that could adversely impact our results of operations and financial condition.
  • Risks Related to Ownership of Our Common Stock
  • Our stock price may fluctuate significantly
  • We are an “emerging growth company” and take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could make our common stock less attractive to investors.
  • We have incurred and will continue to incur significant costs and devote substantial management time as a result of operating as a public company, particularly after we are no longer an “emerging growth company.”
  • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and financial condition and the trading price of our common stock.
  • We continue to be controlled by the Apollo Stockholder, and Apollo’s interests may conflict with our interests and the interests of other stockholders.
  • We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • We are a holding company and rely on dividends, distributions, and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.
  • Future sales of our common stock in the public market, or the perception in the public market that such sales may occur, could reduce our stock price.
  • We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends, and in the event we determine not to pay any cash dividends on our common stock in the future, stockholders may not receive any return on investment unless they sell their common stock for a price greater than that which they paid for it.

Legal proceedings

We are subject to various claims and contingencies that arise from time to time in the ordinary course of business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material effect on our consolidated financial position, results of operations or cash flows.

A description of pending litigation, settlements, and other proceedings that fall outside the scope of ordinary and routine litigation incidental to our business is provided under Note 13 to our audited consolidated financial statements included in this Annual Report on Form 10-K, which are incorporated herein by reference.

The opening of Item 3, Legal Proceedings.9

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