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Strategic Education, Inc.

Strategic Education, Inc. is an American educational services company based in Herndon, active since 1996.2

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Last updated Oct 21, 2026.

Overview

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  • TickerSTRA on Nasdaq2
  • IndustryServices-Educational Services2
  • HeadquartersHerndon, United States2
  • Incorporated inMD3
  • Business address2303 Dulles Station Boulevard, Herndon, Va 201713
  • Filer categoryLarge accelerated filer3
  • Legal formStock Corporation2
  • LEI2549002UYIM8Q5EC8H362
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O THE CORPORATION TRUST, INCORPORATED, 21093-2264 Lutherville Timonium, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D044041742

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This document and the documents incorporated by reference herein include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the statements about our plans, strategies, and prospects under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” We have typically used the words “expect,” “estimate,” “assume,” “believe,” “anticipate,” “may,” “will,” “forecast,” “outlook,” “plan,” “project,” “potential” and similar expressions in this document and the documents incorporated by reference herein to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and fin…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

13.7%Operating margin6
10.0%Net margin6
4.0%Revenue growth, 20256
7.7%Return on equity6
$153.9MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

US Higher Education brought in 68% of the revenue Strategic Education, Inc. broke down this way in fiscal 2025.

  1. US Higher Education$868.2M668%up 1% from 2024
  2. Australia New Zealand$251.6M620%down 2% from 2024
  3. Education Technology Services$148.4M612%up 41% from 2024
Business segments by year
Business segments202320242025
US Higher Education$819.0M$857.9M$868.2M
Australia New Zealand$233.5M$257.1M$251.6M
Education Technology Services$80.5M$104.9M$148.4M

Regions

United States brought in 80% of the revenue Strategic Education, Inc. broke down this way in fiscal 2025.

  1. United States$1.0B680%up 6% from 2024
  2. Outside the United States$251.6M620%down 2% from 2024
Regions by year
Regions202320242025
United States$899.4M$962.8M$1.0B
Outside the United States$233.5M$257.1M$251.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs86¢$1.1B
  • Income tax4¢$50.8M
  • Profit10¢$126.6M

Out of $1.3B in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Capital spending18¢$44.3M
  • Dividends paid24¢$57.5M
  • Share buybacks58¢$138.9M

Out of $198.2M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue789106$1.3B in 2025+27% since 2019
0$500.0M$1.0B$1.5B2019: $997.1M$997.1M20192020: $1.0B$1.0B2020+3%2021: $1.1B$1.1B2021+10%2022: $1.1B$1.1B2022−6%2023: $1.1B$1.1B2023+6%2024: $1.2B$1.2B2024+8%2025: $1.3B$1.3B2025+4%
Operating income789106$174.2M in 2025+58% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $110.5M$110.5M20192020: $109.4M$109.4M2020−1%2021: $73.9M$73.9M2021−32%2022: $70.8M$70.8M2022−4%2023: $95.3M$95.3M2023+35%2024: $155.6M$155.6M2024+63%2025: $174.2M$174.2M2025+12%
Net income789106$126.6M in 2025+56% since 2019
0$50.0M$100.0M$150.0M2019: $81.1M$81.1M20192020: $86.3M$86.3M2020+6%2021: $55.1M$55.1M2021−36%2022: $46.7M$46.7M2022−15%2023: $69.8M$69.8M2023+50%2024: $112.7M$112.7M2024+61%2025: $126.6M$126.6M2025+12%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Revenues$1.3B$1.2B$1.1B
Instructional and support costs$647.1M$650.5M$623.9M
General and administration$425.0M$412.2M$384.4M
Amortization of intangible assets$0$0$11.5M
Merger and integration costs$0$0$1.5M
Restructuring costs$21.9M$1.6M$16.3M
Total costs and expenses$1.1B$1.1B$1.0B
Income from operations$174.2M$155.6M$95.3M
Other income$3.2M$5.8M$5.4M
Income before income taxes$177.4M$161.4M$100.7M
Provision for income taxes$50.8M$48.7M$30.9M
Net income$126.6M$112.7M$69.8M
Basic (dollars per share)$5.57$4.81$2.98
Diluted (dollars per share)$5.41$4.67$2.91
Basic (in shares)22.7M shares23.4M shares23.4M shares
Diluted (in shares)23.4M shares24.1M shares24.0M shares

Compare Strategic Education, Inc. with another company

Corporate structure

Strategic Education, Inc. sits at the top of its group. 19 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Strategic Education, Inc.

  • Strategic Education, Inc. Herndon, Virginia, United States
    • Blue Mountains Hotel Management Consulting (Shanghai) Co., Ltd Subsidiary · China
    • Capella Education Company, Inc. Subsidiary · Minnesota, United States
    • Capella Learning Solutions, LLC Subsidiary · Delaware, United States
    • Capella University, LLC Subsidiary · Minnesota, United States
    • Media Design School at Strayer Limited Subsidiary · New Zealand
    • SEI Australia Education Pty Ltd Subsidiary · Australia
    • SEI Australia Holdings Pty Ltd Subsidiary · Australia
    • SEI New Zealand Limited Subsidiary · New Zealand
    • SEI NewCo, Inc. Subsidiary · Delaware, United States
    • Sophia Learning, LLC Subsidiary · Delaware, United States
    • Strayer University, LLC Subsidiary · Maryland, United States
    • Think: Colleges Pty Ltd Subsidiary · Australia
    • Think: Education Group Pty Ltd Subsidiary · Australia
    • Think: Education Services Pty Ltd Subsidiary · Australia
    • Torrens Global Education Holdings Pty Ltd Subsidiary · Australia
    • Torrens Global Education Services Pty Ltd Subsidiary · Australia
    • Torrens University Australia Ltd Subsidiary · Australia
    • Workforce Edge, LLC Subsidiary · Delaware, United States

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; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Strategic Education, Inc. 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.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$316.5M6 Dec 31, 2025$310.9M6 Dec 31, 2024+1.8%
Accumulated depreciation$209.2M6 Dec 31, 2025$199.7M6 Dec 31, 2024+4.8%
Property and equipment, net$107.4M6 Dec 31, 2025$111.2M6 Dec 31, 2024−3.5%
Operating-lease assets (leased space)$91.1M6 Dec 31, 2025$103.7M6 Dec 31, 2024−12.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$140.8M6 Dec 31, 2025$137.1M6 Dec 31, 2024+2.7%
Marketable securities, current$7.3M6 Dec 31, 2025$46.9M6 Dec 31, 2024−84.5%
Marketable securities, non-current$5.0M6 Dec 31, 2025$15.0M6 Dec 31, 2024−66.6%
Debt securities available for sale$06 Dec 31, 2025$499.0K6 Dec 31, 2024−100.0%
Debt securities held to maturity$12.3M6 Dec 31, 2025$61.4M6 Dec 31, 2024−80.0%
Stakes in other companies (equity method)$9.5M6 Dec 31, 2025$13.4M6 Dec 31, 2024−29.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.2B6 Dec 31, 2025$1.2B6 Dec 31, 2024+2.9%
Intangible assets, net (excluding goodwill)$249.2M6 Dec 31, 2025$245.1M6 Dec 31, 2024+1.7%

Properties, in its own words

All of our campus and administrative facilities are leased. The Company’s corporate headquarters is located at 2303 Dulles Station Blvd., Herndon, VA 20171. Our primary location in Minneapolis, also the headquarters for Capella University, is located at 225 South 6th Street, Minneapolis, MN 55402. The headquarters and main campus of Strayer University is located at 1133 15th Street NW, Washington, D.C. 20005. The headquarters of ANZ is located at 1-37 Foveaux Street, Surry Hills, New South Wales, 2010 in Australia.

We evaluate current utilization of our facilities and anticipated enrollment to determine facility needs. We did not open any net new campuses during 2025; however, certain existing campuses were relocated to new leased facilities during the year.

The rest of Item 2

Our leases generally range from three to fifteen years with one to two renewal options for extended terms. As of December 31, 2025, the Company leased approximately 60 campus and administrative facilities in the United States consisting of approximately 0.5 million square feet, and approximately 10 campuses in Australia and New Zealand. In 2025, we reduced our leased and owned facility footprint in the United States by approximately 200,000 square feet, primarily due to lease expirations, reductions in space at the time of renewal, and the sale of our last owned campuses.

For more information regarding our ongoing lease commitments, see Note 7, Leases, in the consolidated financial statements appearing in Part II, Item 8 of this report.

Item 2 of the 10-K filed Feb 27, 2026.5

Leadership

Who has led Strategic Education, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Robert S. Silberman2006–2013
  2. Raymond Karl McDonnell2013–now

Chair

  1. Robert S. Silberman2006–now

President

  1. Raymond Karl McDonnell2006–2013
  2. Sondra F. Stallard2008–2011
  3. Michael A. Plater2011–2014

Chief financial officer

  1. Mark C. Brown2006–2014
  2. Daniel Wayne Jackson2016–now

Chief operating officer

  1. Raymond Karl McDonnell2006–2013
  2. Rosemary Rose2016
  3. Andrew E. Watt2019–2020
2010201520202025
Board members and other officers (39)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Blue Mountains Hotel Management Consulting (Shanghai) Co., Ltd China4
  • Capella Education Company, Inc. Minnesota, USA4
  • Capella Learning Solutions, LLC Delaware, USA4
  • Capella University, LLC Minnesota, USA4
  • Media Design School at Strayer Limited New Zealand4
  • SEI Australia Education Pty Ltd Australia4
  • SEI Australia Holdings Pty Ltd Australia4
  • SEI New Zealand Limited New Zealand4
  • SEI NewCo, Inc. Delaware, USA4
  • Sophia Learning, LLC Delaware, USA4
  • Strayer University, LLC Maryland, USA4
  • Think: Colleges Pty Ltd Australia4
  • Think: Education Group Pty Ltd Australia4
  • Think: Education Services Pty Ltd Australia4
  • Torrens Global Education Holdings Pty Ltd Australia4
  • Torrens Global Education Services Pty Ltd Australia4
  • Torrens University Australia Ltd Australia4
  • Workforce Edge, LLC Delaware, USA4

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

Former names

  • STRAYER EDUCATION INCJul 24, 1996 to Jul 9, 20183

Timeline

  1. Jul 29, 20268-K Results of operations61
  2. Apr 23, 20268-K Results of operations62
  3. Feb 26, 20268-K Results of operations63
  4. Nov 6, 20258-K Results of operations64
  5. Jul 30, 20258-K Results of operations65
  6. May 23, 20258-K Executive or director change66
  7. Apr 24, 20258-K Results of operations67
  8. Mar 3, 20258-K Change of auditor68
  9. Feb 27, 20258-K Results of operations69
  10. Nov 7, 20248-K Results of operations70
  11. Jul 31, 20248-K Results of operations71
  12. Apr 25, 20248-K Results of operations72
  13. May 3, 2013New chief executive Raymond Karl McDonnell becomes CEO14
  14. Feb 16, 2006New chief executive Robert S. Silberman becomes CEO15
  15. May 10, 1996Founded Strategic Education, Inc. is founded2

Calendar

Coming up

  1. Nov 5, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $1.63 a share, on Nov 6, 2025.73

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results61
  2. Apr 23, 2026Reported quarterly or annual results62
  3. Feb 26, 2026Reported quarterly or annual results63
  4. Nov 6, 2025Reported quarterly or annual results64
  5. Jul 30, 2025Reported quarterly or annual results65
  6. Apr 24, 2025Reported quarterly or annual results67
  7. Feb 27, 2025Reported quarterly or annual results69
  8. Nov 7, 2024Reported quarterly or annual results70

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

Filings

246 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 27 major events, 124 insider forms, 36 large holders, 39 other. The latest 20:

  1. Oct 8, 2026SCHEDULE 13G/A EDGAR
  2. Jul 31, 2026SCHEDULE 13G/A EDGAR
  3. Jul 29, 202610-Q EDGAR
  4. Jul 29, 20268-K EDGAR
  5. Jun 5, 20264 EDGAR
  6. Jun 4, 2026144 EDGAR
  7. May 15, 2026SCHEDULE 13G/A EDGAR
  8. May 15, 2026SCHEDULE 13G/A EDGAR
  9. May 5, 20264 EDGAR
  10. Apr 30, 2026SCHEDULE 13G EDGAR
  11. Apr 29, 2026SCHEDULE 13G EDGAR
  12. Apr 24, 20264 EDGAR
  13. Apr 24, 20264 EDGAR
  14. Apr 24, 20264 EDGAR
  15. Apr 24, 20264 EDGAR
  16. Apr 24, 20264 EDGAR
  17. Apr 24, 20264 EDGAR
  18. Apr 24, 20264 EDGAR
  19. Apr 24, 20264 EDGAR
  20. Apr 24, 20264 EDGAR

The 246 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

37 open-market trades by officers, directors and large owners since October 2021: 13 buys and 24 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 4, 2026Hokenson ChristaCHIEF HUMAN RESOURCES OFFICERSale2,000$80.00$160.0KForm 4
May 5, 2026WAITE G THOMAS IIIDirectorSale666$77.68$51.7KForm 4
Apr 24, 2026Thawley MichaelDirectorBuy665$72.71$48.4KForm 4
Mar 18, 2026HERRAIZ LIZETTE BENEDIGENERAL COUNSELSale2,982$79.88$238.2KForm 4
Mar 13, 2026HERRAIZ LIZETTE BENEDIGENERAL COUNSELSale7,598$79.97$607.6KForm 4
Mar 13, 2026SILBERMAN ROBERT SCHAIRMANBuy718$80.82$58.0KForm 4
Mar 2, 2026JACKSON DANIEL WAYNECHIEF FINANCIAL OFFICERSale13,000$82.37$1.1MForm 4
Feb 24, 2026MCDONNELL RAYMOND KARLCHIEF EXECUTIVE OFFICERSale38,840$75.35$2.9MForm 4
Dec 11, 2025GRUSKY ROBERT RDirectorSale1,403$80.03$112.3KForm 4
Aug 29, 2025JACKSON DANIEL WAYNECHIEF FINANCIAL OFFICERBuy1,900$81.50$154.8KForm 4
Aug 26, 2025WAITE G THOMAS IIIDirectorSale700$81.69$57.2KForm 4
Apr 25, 2025GRUSKY ROBERT RDirectorSale1,494$80.27$119.9KForm 4
Mar 10, 2025McRobbie Michael A.DirectorBuy600$81.80$49.1KForm 4
Mar 10, 2025HERRAIZ LIZETTE BENEDIGENERAL COUNSELSale1,452$82.21$119.4KForm 4
Mar 5, 2025Slocum William JDirectorBuy250$82.25$20.6KForm 4
Mar 4, 2025Slocum William JDirectorBuy2,000$81.46$162.9KForm 4
Mar 3, 2025Thawley MichaelDirectorBuy1,200$81.02$97.2KForm 4
Mar 3, 2025SILBERMAN ROBERT SCHAIRMANBuy10,528$80.70$849.6KForm 4
Feb 25, 2025JACKSON DANIEL WAYNECHIEF FINANCIAL OFFICERSale6,025$97.83$589.4KForm 4
Feb 25, 2025MCDONNELL RAYMOND KARLCHIEF EXECUTIVE OFFICERSale31,855$97.83$3.1MForm 4

All 37 trades can be filtered by person here when JavaScript is on.

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
2025Karl McDonnellChief Executive Officer & Director60$1.0M$5.7M86
2025Robert S. SilbermanChairman68$855.5K$4.1M86
2025Daniel W. JacksonExecutive Vice President, Chief Financial Officer & Chief Administrative Officer$617.0K$3.3M86
2025Lizette B. HerraizSenior Vice President, Chief Legal Officer & General Counsel$514.1K$1.9M86
2025Christa E. HokensonSenior Vice President & Chief Human Resources Officer$514.1K$1.9M86
2024Karl McDonnellChief Executive Officer & Director60$990.0K$5.5M86
2024Robert S. SilbermanChairman68$832.0K$4.1M86
2024Daniel W. JacksonExecutive Vice President, Chief Financial Officer & Chief Administrative Officer$600.0K$3.2M86
2024Lizette B. HerraizSenior Vice President, Chief Legal Officer & General Counsel$500.0K$1.9M86
2024Christa E. HokensonSenior Vice President & Chief Human Resources Officer$500.0K$1.9M86
2023Karl McDonnellChief Executive Officer & Director60$961.2K$5.4M86
2023Robert S. SilbermanChairman68$800.0K$4.0M86
2023Daniel W. JacksonExecutive Vice President, Chief Financial Officer & Chief Administrative Officer$574.0K$3.2M86
2023Lizette B. HerraizSenior Vice President, Chief Legal Officer & General Counsel$486.0K$1.9M86
2023Christa E. HokensonSenior Vice President & Chief Human Resources Officer$466.0K$1.8M86

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.3,800,430$291.2M0.0%+99,367
Vanguard Portfolio Management LLC1,460,171$111.9M0.0%+41,009
Dimensional Fund Advisors LP1,457,242$111.7M0.0%−1,498
Bank Of Montreal /can/1,257,266$96.3M0.0%−150,937
Vanguard Capital Management LLC945,402$72.4M0.0%−34,360
State Street Corp909,679$69.7M0.0%+33,331
Geode Capital Management, LLC598,896$45.9M0.0%+7,563
Morgan Stanley591,719$45.3M0.0%+280,749
Marshfield Associates559,012$42.8M1.0%−233,918
Arrowstreet Capital, Limited Partnership447,693$34.3M0.0%−6,816
Qube Research & Technologies Ltd413,080$31.7M0.0%−24,545
Nuveen, LLC357,121$27.4M0.0%−25,640
Aqr Capital Management LLC343,994$26.3M0.0%+111,230
Charles Schwab Investment Management Inc339,542$26.0M0.0%−14,363
Two Sigma Investments, LP292,593$22.4M0.0%−62,439
Algert Global LLC275,342$21.1M0.3%+57,824
Van Lanschot Kempen Investment Management N.v.255,391$19.6M0.1%−41,589
Northern Trust Corp251,898$19.3M0.0%+946
Public Sector Pension Investment Board237,781$18.2M0.0%+55,777
Triodos Investment Management BV220,000$16.8M1.0%No change
Bank of New York Mellon Corp218,972$16.8M0.0%−4,348
Lightrock Netherlands B.V.210,155$16.1M3.2%+69,792
Royal Bank Of Canada193,230$14.8M0.0%−75,286
Barclays PLC175,748$13.5M0.0%+51,836
D. E. Shaw & Co., Inc.161,008$12.3M0.0%+19,455

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

SEC filer profile

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

  • Name on EDGARStrategic Education, Inc.1
  • CIK0001013934
  • Employer ID (EIN)52-19759785
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8200 Services-Educational Services1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address2303 Dulles Station Boulevard, Herndon, VA 201711
  • Phone703-561-16001
  • Shares outstanding22,207,559 as of Jul 17, 202612
  • Public float$2.0B as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, McLean, Virginia PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceMay 17, 19961
  • Filings1,384 in all: 4 (624), 8-K (183), SC 13G/A (139), 10-Q (91), SC 13G (46), 3 (43), DEF 14A (31), 10-K (29)1
    All 42 form types

    SC 13D/A (27), 144 (20), UPLOAD (19), 425 (17), CORRESP (14), DEFA14A (14), ARS (11), S-8 (9), SCHEDULE 13G/A (8), 4/A (7), S-1/A (7), SC TO-I/A (5), 424B4 (3), 5 (3), 8-K/A (3), SC 13D (3), SCHEDULE 13G (3), 424B3 (2), 424B5 (2), S-1 (2), S-3 (2), S-3/A (2), S-3ASR (2), SC TO-C (2), SC TO-I (2), 10-K405 (1), 10-Q/A (1), 8-A12G (1), EFFECT (1), PRE 14A (1), PRER14A (1), PRES14A (1), S-4 (1), S-4/A (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Mar 11, 2026
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
COMMON STOCK, $0.01 PAR VALUESTRANasdaq Global Select Market

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Strategic Education, Inc. names in Item 1A of its 10-K filed Feb 27, 2026: 39 risks under these headings, as written.5

  • Risks Related to Extensive Regulation of Our U.S. Business
  • If Capella University and Strayer University fail to comply with the extensive legal and regulatory requirements for higher education institutions, they could face significant monetary or other liabilities and penalties, including loss of access to federal student loans and grants for their students.
  • Congressional examination of for-profit post-secondary education could lead to legislation or other governmental action that may negatively affect the industry.
  • Capella University and Strayer University are dependent on the renewal and maintenance of Title IV programs.
  • Capella University and Strayer University are subject to compliance reviews, which, if they result in a material finding of noncompliance, could affect their ability to participate in Title IV programs.
  • If either Capella University or Strayer University fails to maintain its institutional accreditation or if its institutional accrediting body loses recognition by the Department of Education, the University would lose its ability to participate in Title IV programs.
  • If either Capella University or Strayer University fails to maintain any of its state or foreign authorizations, the University would lose its ability to operate in the relevant jurisdiction and to participate in Title IV programs there.
  • If either Capella University or Strayer University fails to obtain recertification by the Department of Education when required, that University would lose its ability to participate in Title IV programs.
  • A failure to demonstrate financial responsibility or administrative capability may result in the loss of eligibility to participate in Title IV programs.
  • Student loan defaults in the U.S. could result in the loss of eligibility to participate in Title IV programs.
  • Capella University or Strayer University could lose its eligibility to participate in federal student financial aid programs or be provisionally certified with respect to such participation if the percentage of its revenues derived from those programs were too high, or could be restricted from enrolling students in certain states if the percentage of the University’s revenues from federal or state programs were too high.
  • The failure by Capella University or Strayer University to comply with the Department of Education’s incentive compensation rules could result in sanctions and other liability.
The other 28 risks
  • The failure by Capella University or Strayer University to comply with the Department of Education’s misrepresentation rules could result in sanctions and other liability.
  • Our failure to comply with the Department of Education’s gainful employment regulations effective July 1, 2024, as well as Congressionally legislated accountability metrics effective July 2026, could result in heightened disclosure requirements and loss of Title IV eligibility.
  • The failure by Capella University or Strayer University to comply with the Department of Education’s credit hour or direct assessment rules could result in sanctions and other liability.
  • The failure by Capella University or Strayer University to comply with Federal civil rights laws could result in sanctions and other liability.
  • Capella University and Strayer University are subject to sanctions if they fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program.
  • Investigations, legislative and regulatory developments, and general credit market conditions related to the student loan industry may result in fewer lenders and loan products and increased regulatory burdens and costs in the U.S.
  • We rely on third parties for software and services necessary to administer our participation in Title IV programs and failure of such a third party to provide compliant software and services, or by us in our use of the software, could cause Capella University or Strayer University to lose eligibility to participate in Title IV programs.
  • Our business could be harmed if Capella University or Strayer University experience a disruption in their ability to process student loans under the Federal Direct Loan Program.
  • Our business could be harmed if Congress makes changes to the availability of Title IV funds.
  • As enforcement of laws related to the accessibility of technology continues to evolve in the U.S., information technology development costs and compliance risks could increase.
  • Risks Related to Our Business
  • Our enrollment rate is uncertain, and we may not be able to estimate our future enrollments effectively.
  • Adding new locations, programs, and services is dependent on our forecast of the demand for those locations, programs, and services and on regulatory approvals.
  • Our future success depends in part upon our ability to recruit and retain key personnel.
  • Our success depends in part on our ability to update and expand the content of existing academic programs and develop new programs in a cost-effective and timely manner.
  • Congressional and other governmental activities in the U.S. could damage the reputation of Capella University or Strayer University and limit our ability to attract and retain students.
  • We face strong competition in the post-secondary education market, including in the online education market, which is subject to rapid technological changes.
  • The Company relies on exclusive proprietary rights and intellectual property, and competitors may attempt to duplicate our programs and methods.
  • Seasonal and other fluctuations in our operating results could adversely affect the trading price of our common stock.
  • Regulatory requirements in the U.S. may make it more difficult to acquire us.
  • Capacity constraints or system disruptions to our university’s computer networks could damage the reputation of the institutions and limit our ability to attract and retain students.
  • The Company’s computer networks, and those of third parties we use in our operations, may be vulnerable to cybersecurity risks that could disrupt operations and require the expenditure of significant resources.
  • The personal information that the Company collects may be vulnerable to breach, theft, or loss that could adversely affect our reputation and operations and is subject to privacy and data security laws which may impact operational efficiency.
  • Failure to maintain adequate processes to prevent and detect fraudulent activity related to student online enrollment or financial aid could adversely affect our universities’ operations.
  • Our use of generative artificial intelligence tools poses risks, including risks relating to the quality and results of such tools, reputational risks, competitive risks, cybersecurity risks, and regulatory risks.
  • The Company operates institutions in the U.S., Australia, and New Zealand, and is subject to complex business, economic, legal, political, geopolitical, and foreign currency risks, which risks may be difficult to address adequately.
  • Integrating SEI and Torrens University and associated assets in ANZ may be more difficult, costly or time consuming than expected, and the combined company may not realize all of the anticipated benefits of the acquisition.
  • The goodwill and indefinite-lived intangible assets recorded in connection with the acquisitions of Capella Education Company and ANZ could become impaired in the future.
  • The impact of pandemics and other possible future public health emergencies may adversely affect our business, our future results of operations, and our overall financial performance.

Legal proceedings

We are involved in litigation and other legal proceedings arising out of the ordinary course of our business. From time to time, certain matters may arise that are other than ordinary and routine. The outcome of such matters is uncertain, and we may incur costs in the future to defend, settle, or otherwise resolve them. We currently believe that the ultimate outcome of such matters will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect future results of operations in a particular period. See Note 21, Litigation, in the consolidated financial statements appearing in Part II, Item 8 of this report for additional information regarding our legal proceedings and related matters, which information is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.5

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