UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 0-23245

PERDOCEO EDUCATION CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	36-3932190
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1750 E. Golf Road Schaumburg, Illinois	60173
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PRDO	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

Number of shares of registrant’s common stock, par value $0.01, outstanding as of October 29, 2025: 64,322,476

PERDOCEO EDUCATION CORPORATION

FORM 10-Q

TABLE OF CONTENTS



		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Income (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows (Unaudited)	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	30

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 5.	Other Information	31
Item 6.	Exhibits	31

SIGNATURES		33

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
(In Thousands, Except Share and Per Share Amounts)	2025			2024
ASSETS	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents, unrestricted	$	159,470		$	109,130
Restricted cash		21,309			22,623
Total cash, cash equivalents and restricted cash		180,779			131,753
Short-term investments		487,843			459,795
Total cash and cash equivalents, restricted cash and short-term investments		668,622			591,548
Student receivables, gross		80,724			63,925
Allowance for credit losses		(39,422	)		(41,118	)
Student receivables, net		41,302			22,807
Receivables, other		6,148			5,330
Prepaid expenses		15,877			16,910
Inventories		4,016			3,388
Other current assets		188			171
Total current assets		736,153			640,154

NON-CURRENT ASSETS:
Property and equipment, net of accumulated depreciation of $82,711 and $67,492 as of September 30, 2025 and December 31, 2024, respectively		85,194			95,508
Right of use asset, net - operating		45,050			50,099
Right of use asset, net - finance		11,538			15,375
Goodwill		258,191			258,012
Intangible assets, net of amortization of $40,611 and $27,725 as of September 30, 2025 and December 31, 2024, respectively		82,120			95,006
Student receivables, gross		9,358			8,597
Allowance for credit losses		(4,490	)		(2,402	)
Student receivables, net		4,868			6,195
Deferred income tax assets, net		68,774			68,774
Other assets		7,496			7,911
TOTAL ASSETS	$	1,299,384		$	1,237,034
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Lease liability-operating	$	5,750		$	7,792
Lease liability-finance		5,334			5,466
Accounts payable		20,218			12,805
Accrued expenses:
Payroll and related benefits		38,989			35,059
Advertising and marketing costs		7,588			8,135
Income taxes		10,670			4,926
Other		16,295			21,239
Deferred revenue		59,796			36,740
Total current liabilities		164,640			132,162

NON-CURRENT LIABILITIES:
Lease liability-operating		46,014			50,224
Lease liability-finance		7,518			11,555
Sale lease-back financing		56,878			-
Construction financing		-			56,500
Other liabilities		26,483			27,057
Total non-current liabilities		136,893			145,336
Commitments and Contingencies (Note 9)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.01 par value; 300,000,000 shares authorized; 92,070,138 and 91,023,660 shares issued, 64,322,476 and 65,719,224 shares outstanding as of September 30, 2025 and December 31, 2024, respectively		921			910
Additional paid-in capital		717,385			707,212
Accumulated other comprehensive income		1,230			166
Retained earnings		692,761			595,672
Treasury stock, at cost; 27,747,662 and 25,304,436 shares as of September 30, 2025 and December 31, 2024, respectively		(414,446	)		(344,424	)
Total stockholders' equity		997,851			959,536
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,299,384		$	1,237,034

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

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	For the Quarter Ended September 30,						For the Year to Date Ended September 30,
(In Thousands, Except Per Share Amounts)	2025			2024			2025			2024
REVENUE:
Tuition and fees, net	$	210,674		$	168,442		$	630,897		$	500,844
Other		1,198			1,386			3,560			3,988
Total revenue		211,872			169,828			634,457			504,832

OPERATING EXPENSES:
Educational services and facilities		49,141			28,287			147,924			85,661
General and administrative		101,757			93,694			300,478			270,487
Depreciation and amortization		10,015			3,053			31,970			9,138
Asset impairment		-			-			-			2,468
Total operating expenses		160,913			125,034			480,372			367,754
Operating income		50,959			44,794			154,085			137,078

OTHER INCOME:
Interest income		6,652			7,702			19,588			21,685
Interest expense		(1,592	)		(82	)		(4,885	)		(529	)
Miscellaneous income (expense)		2			(52	)		(24	)		(7	)
Total other income		5,062			7,568			14,679			21,149

PRETAX INCOME		56,021			52,362			168,764			158,227
Provision for income taxes		16,171			14,107			44,198			42,101
NET INCOME		39,850			38,255			124,566			116,126

NET INCOME PER SHARE - BASIC:	$	0.62		$	0.58		$	1.91		$	1.77

NET INCOME PER SHARE - DILUTED:	$	0.60		$	0.57		$	1.87		$	1.73

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		64,647			65,699			65,215			65,622
Diluted		66,007			67,312			66,510			67,110

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	For the Quarter Ended September 30,				For the Year to Date Ended September 30,
(In Thousands)	2025		2024		2025		2024
NET INCOME	$	39,850	$	38,255	$	124,566	$	116,126
OTHER COMPREHENSIVE INCOME, net of tax:
Foreign currency translation adjustments		-		46		-		7
Unrealized gain on investments		508		3,243		1,064		2,227
Total other comprehensive income		508		3,289		1,064		2,234
COMPREHENSIVE INCOME	$	40,358	$	41,544	$	125,630	$	118,360

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

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Common Stock				Treasury Stock								Accumulated Other
(In Thousands)	Issued Shares		$0.01 Par Value		Purchased Shares			Cost			Additional Paid-in Capital		Comprehensive Income			Retained Earnings			Total
BALANCE, July 1, 2025		92,041	$	920		(27,088	)	$	(393,807	)	$	713,940	$	722		$	662,856		$	984,631
Net income		-		-		-			-			-		-			39,850			39,850
Unrealized gain on investments, net of tax		-		-		-			-			-		508			-			508
Dividends to shareholders, per share $0.15		-		-		-			-			-		-			(9,945	)		(9,945	)
Treasury stock purchased		-		-		(660	)		(20,639	)		-		-			-			(20,639	)
Share-based compensation expense		-		-		-			-			3,160		-			-			3,160
Common stock issued		29		1		-			-			285		-			-			286
BALANCE, September 30, 2025		92,070	$	921		(27,748	)	$	(414,446	)	$	717,385	$	1,230		$	692,761		$	997,851

	Common Stock				Treasury Stock								Accumulated Other
(In Thousands)	Issued Shares		$0.01 Par Value		Purchased Shares			Cost			Additional Paid-in Capital		Comprehensive (Loss) Income			Retained Earnings			Total
BALANCE, July 1, 2024		90,978	$	910		(25,304	)	$	(344,424	)	$	701,153	$	(1,721	)	$	543,606		$	899,524
Net income		-		-		-			-			-		-			38,255			38,255
Foreign currency translation		-		-		-			-			-		46			-			46
Unrealized gain on investments, net of tax		-		-		-			-			-		3,243			-			3,243
Dividends to shareholders, per share $0.13		-		-		-			-			-		-			(8,830	)		(8,830	)
Share-based compensation expense		-		-		-			-			2,828		-			-			2,828
Common stock issued		43		-		-			-			365		-			-			365
BALANCE, September 30, 2024		91,021	$	910		(25,304	)	$	(344,424	)	$	704,346	$	1,568		$	573,031		$	935,431

	Common Stock				Treasury Stock								Accumulated Other
(In Thousands)	Issued Shares		$0.01 Par Value		Purchased Shares			Cost			Additional Paid-in Capital		Comprehensive Income			Retained Earnings			Total
BALANCE, January 1, 2025		91,024	$	910		(25,304	)	$	(344,424	)	$	707,212	$	166		$	595,672		$	959,536
Net income		-		-		-			-			-		-			124,566			124,566
Unrealized gain on investments, net of tax		-		-		-			-			-		1,064			-			1,064
Dividends to shareholders, per share $0.41		-		-		-			-			-		-			(27,477	)		(27,477	)
Treasury stock purchased		-		-		(2,295	)		(66,721	)		-		-			-			(66,721	)
Earnout payments for business acquisition		-		-		158			4,243			-		-			-			4,243
Share-based compensation expense		-		-		-			-			8,603		-			-			8,603
Common stock issued		1,046		11		(307	)		(7,544	)		1,570		-			-			(5,963	)
BALANCE, September 30, 2025		92,070	$	921		(27,748	)	$	(414,446	)	$	717,385	$	1,230		$	692,761		$	997,851

	Common Stock				Treasury Stock								Accumulated Other
(In Thousands)	Issued Shares		$0.01 Par Value		Purchased Shares			Cost			Additional Paid-in Capital		Comprehensive (Loss) Income			Retained Earnings			Total
BALANCE, January 1, 2024		90,270	$	903		(24,726	)	$	(334,220	)	$	694,798	$	(666	)	$	480,606		$	841,421
Net income		-		-		-			-			-		-			116,126			116,126
Foreign currency translation		-		-		-			-			-		7			-			7
Unrealized gain on investments, net of tax		-		-		-			-			-		2,227			-			2,227
Dividends to shareholders, per share $0.35		-		-		-			-			-		-			(23,701	)		(23,701	)
Treasury stock purchased		-		-		(385	)		(6,769	)		-		-			-			(6,769	)
Share-based compensation expense		-		-	-				-			7,385		-			-			7,385
Common stock issued		751		7		(193	)		(3,435	)		2,163		-			-			(1,265	)
BALANCE, September 30, 2024		91,021	$	910		(25,304	)	$	(344,424	)	$	704,346	$	1,568		$	573,031		$	935,431

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

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Year to Date Ended September 30,
(In Thousands)	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	124,566		$	116,126
Adjustments to reconcile net income to net
cash provided by operating activities:
Asset impairment		-			2,468
Depreciation and amortization expense		31,970			9,138
Bad debt expense		20,928			21,364
Compensation expense related to share-based awards		8,603			7,385
Deferred income taxes		-			794
Changes in operating assets and liabilities		(937	)		(13,280	)
Net cash provided by operating activities		185,130			143,995

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale investments		(303,248	)		(266,842	)
Sales of available-for-sale investments		278,926			277,111
Purchases of property and equipment		(6,342	)		(2,997	)
Business acquisition		854			-
Net cash (used in) provided by investing activities		(29,810	)		7,272

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		1,581			2,170
Purchase of treasury stock		(66,721	)		(6,769	)
Payments of employee tax associated with stock compensation		(7,544	)		(3,435	)
Payments of cash dividends and dividend equivalents		(27,383	)		(23,156	)
Release of cash held in escrow		(300	)		(276	)
Earnout payments for business acquisition		(1,757	)		-
Principal payments for finance lease		(3,681	)		-
Principal payments for failed sale leaseback		(489	)		-
Net cash used in financing activities		(106,294	)		(31,466	)

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		49,026			119,801
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period		131,753			119,021
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period	$	180,779		$	238,822

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

PERDOCEO EDUCATION CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY

Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degree offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce.

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “the Company,” “Perdoceo” and “PEC” refer to Perdoceo Education Corporation and our wholly-owned subsidiaries.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete audited financial statements. The condensed consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete audited financial statements. This report should be read in conjunction with our 2024 Form 10-K filed on February 18, 2025. In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation.

Operating results for the quarter and year to date ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025.

On December 2, 2024, the Company acquired the University of St. Augustine for Health Sciences (the "USAHS acquisition"). Results of operations related to the USAHS acquisition are included in the consolidated financial statements from the date of acquisition. See Note 3 "Business Acquisition" for further information.

The unaudited condensed consolidated financial statements presented herein include the accounts of Perdoceo Education Corporation and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

Our reporting segments are determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 – Segment Reporting and are based upon how the Company analyzes performance and makes decisions. Each segment represents a postsecondary education provider that offers a variety of academic programs. We organize our business across three reporting segments: CTU, AIUS and USAHS.

During the third quarter of 2025, the oversight and management of the non-degree professional development and continuing education programs offered by Hippo Education (“Hippo”) were transitioned from the CTU segment to the AIUS segment. All prior periods have been recast to reflect this change for comparability, and the results of operations related to Hippo are now reported within the AIUS segment for all periods presented.

3. BUSINESS ACQUISITION

On December 2, 2024, the Company completed the acquisition of the University of St. Augustine for Health Sciences ("USAHS").

USAHS is among the nation’s reputable universities offering graduate health sciences degrees, primarily in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Founded in 1979, USAHS educates students through its network of campuses in San Marcos, California; St. Augustine and Miami, Florida; and Austin and Dallas, Texas and through its online programs.

The purchase price of $137.0 million for USAHS was allocated to the preliminary fair values of acquired tangible and identifiable intangible assets of $268.5 million and assumed liabilities of $131.5 million as of December 2, 2024. The purchase price consisted of an initial cash payment made in December 2024, and a working capital true up of $0.8 million, which was received from the former owners in April 2025. Based on our preliminary purchase price allocation, we have recorded goodwill of $17.0 million. Goodwill reflects the inherent value of the acquired workforce as well as identified revenue growth opportunities following the acquisition. All of this goodwill balance will not be deductible for income tax reporting purposes. Management's purchase price allocation is provisional as the fair value of deferred tax assets are still being finalized, primarily due to the timing of the acquisition which occurred in December 2024.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of acquisition date (dollars in thousands):


	USAHS
	December 2, 2024
Assets:
Student and other receivables	$	1,771
Prepaid assets		4,727
Property, plant and equipment		78,800
ROU assets		53,271
Intangible assets
Trade name (indefinite-lived)		9,800
Customer relationships (2 year life)		14,000
Course curriculum (4 year life)		15,500
Accreditation rights (12 year life)		25,000
Deferred tax asset, net		47,626
Other assets		977
Goodwill		17,029
Total assets acquired	$	268,501
Liabilities:
Accounts payable and other accrued liabilities	$	9,269
Deferred revenue		10,137
Lease liabilities		55,625
Construction financing		56,500
Total liabilities assumed	$	131,531

Net assets acquired	$	136,970

4. RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting guidance adopted in 2025

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis 1) disclose specific categories in the rate reconciliation, and 2) provide additional information for reconciling items that meet a quantitative threshold. The amendments require disclosure about income taxes paid by federal, state and foreign taxes, and by individual jurisdictions in which income taxes paid is equal or greater than 5 percent of total income taxes paid. The amendment also requires entities to disclose income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. For all public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. We have evaluated and adopted this guidance. The adoption did not significantly impact the presentation of our financial condition, results of operations and disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair

value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For all public business entities, ASU 2022-03 is effective for annual periods and interim periods beginning after December 15, 2024; early adoption is permitted. We have evaluated and adopted this guidance. The adoption did not significantly impact the presentation of our financial condition, results of operations and disclosures.

Recent accounting guidance not yet adopted

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this ASU provide all public business entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. For all public business entities, ASU 2025-05 is effective for annual periods and interim periods beginning after December 15, 2025; early adoption is permitted. We are currently evaluating this guidance and believe the adoption will not significantly impact the presentation of our financial condition, results of operations and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this ASU require public business entities to disclose specific costs and expenses in the notes to financial statements for both interim and annual reporting periods. Key requirements include: 1) disclosing amounts for purchases of inventory, employee compensation, depreciation, and intangible asset amortization in relevant expense categories on the income statement; 2) combining certain disclosures already required under GAAP with new disaggregation requirements; 3) providing a qualitative description of remaining amounts in relevant expense captions that aren't disaggregated quantitatively; and 4) disclosing total selling expenses, with a definition of selling expenses in annual reports. For all public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027; early adoption is permitted. We are currently evaluating this guidance and believe the adoption will not significantly impact the presentation of our financial condition, results of operations and disclosures.

5. FINANCIAL INSTRUMENTS

Investments consist of the following as of September 30, 2025 and December 31, 2024 (dollars in thousands):


	September 30, 2025
			Gross Unrealized
	Cost		Gain		(Loss)			Fair Value
Short-term investments (available-for-sale):
Non-governmental debt securities	$	297,963	$	1,071	$	(59	)	$	298,975
Treasury and federal agencies		188,485		444		(61	)		188,868
Total short-term investments (available-for-sale)	$	486,448	$	1,515	$	(120	)	$	487,843


	December 31, 2024
			Gross Unrealized
	Cost		Gain		(Loss)			Fair Value
Short-term investments (available-for-sale):
Non-governmental debt securities	$	246,070	$	466	$	(278	)	$	246,258
Treasury and federal agencies		213,394		258		(115	)		213,537
Total short-term investments (available-for-sale)	$	459,464	$	724	$	(393	)	$	459,795

In the table above, unrealized holding gains (losses) relate to short-term investments that have been in a continuous unrealized gain (loss) position for less than one year, which are recorded within accumulated other comprehensive income on our condensed consolidated balance sheets.

Our non-governmental debt securities primarily consist of corporate bonds, certificates of deposit and commercial paper. Our treasury and federal agencies primarily consist of U.S. Treasury bills and federal home loan debt securities.

There were no realized gains or losses from the sale of investments for the quarters and years to date ended September 30, 2025 and September 30, 2024.

Fair Value Measurements

FASB ASC Topic 820 – Fair Value Measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of September 30, 2025, we held investments that are required to be measured at fair value on a recurring basis. These investments (available-for-sale) consist of non-governmental debt securities and treasury and federal agencies securities. Available-for-sale securities included in Level 2 are estimated based on observable inputs other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Financial instruments measured at fair value on a recurring basis subject to the disclosure requirements of FASB ASC Topic 820 - Fair Value Measurements at September 30, 2025 and December 31, 2024 were as follows (dollars in thousands):


	As of September 30, 2025
	Level 1		Level 2		Total
Cash and cash equivalents - money market funds	$	30,178	$	-	$	30,178
Cash and cash equivalents - federal agency debt securities		-		7,951		7,951
Short-term investments - non-governmental debt securities		-		298,975		298,975
Short-term investments - treasury and federal agencies		-		188,868		188,868
Totals	$	30,178	$	495,794	$	525,972

	As of December 31, 2024
	Level 1		Level 2		Total
Cash and cash equivalents - money market funds	$	30,189	$	-	$	30,189
Cash and cash equivalents - federal agency debt securities		-		13,078		13,078
Short-term investments - non-governmental debt securities		-		246,258		246,258
Short-term investments - treasury and federal agencies		-		213,537		213,537
Totals	$	30,189	$	472,873	$	503,062

Equity Method Investment

We make periodic operating maintenance payments to an equity affiliate. The total fees recorded during the quarters and years to date ended September 30, 2025 and 2024 were as follows (dollars in thousands):


	Maintenance Fee Payments
For the quarter ended September 30, 2025	$	471
For the quarter ended September 30, 2024	$	429
For the year to date ended September 30, 2025	$	1,351
For the year to date ended September 30, 2024	$	1,296

6. REVENUE RECOGNITION

Disaggregation of Revenue

The following tables disaggregate our revenue by major source for the quarters and years to date ended September 30, 2025 and 2024 (dollars in thousands):


	For the Quarter Ended September 30, 2025										For the Quarter Ended September 30, 2024
	CTU (3)		AIUS (3)		USAHS (4)		Corporate and Other		Total		CTU (3)		AIUS (3)		USAHS (4)		Corporate and Other		Total
Tuition and fees, net (1)	$	116,311	$	56,394	$	37,969	$	-	$	210,674	$	111,379	$	57,063	$	-	$	-	$	168,442
Other revenue (2)		758		273		2		165		1,198		896		291		-		199		1,386
Total revenue	$	117,069	$	56,667	$	37,971	$	165	$	211,872	$	112,275	$	57,354	$	-	$	199	$	169,828

	For the Year to Date Ended September 30, 2025										For the Year to Date Ended September 30, 2024
	CTU (3)		AIUS (3)		USAHS (4)		Corporate and Other		Total		CTU (3)		AIUS (3)		USAHS (4)		Corporate and Other		Total
Tuition and fees, net (1)	$	345,376	$	171,676	$	113,845	$	-	$	630,897	$	329,631	$	171,213	$	-	$	-	$	500,844
Other revenue (2)		2,246		769		6		539		3,560		2,506		903		-		579		3,988
Total revenue	$	347,622	$	172,445	$	113,851	$	539	$	634,457	$	332,137	$	172,116	$	-	$	579	$	504,832

__________________

(1)

Tuition and fees, net, includes revenue earned for all degree-granting programs as well as revenue earned for non-degree and professional development programs.

(2)

Other revenue primarily includes contract training revenue and miscellaneous non-student related revenue.

(3)

The prior period operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

(4)

USAHS includes revenue beginning on the acquisition date of December 2, 2024.

Performance Obligations

Our revenue, which is derived primarily from academic programs taught to students who attend our universities, is generally segregated into two categories: (1) tuition and fees, and (2) other. Tuition and fees represent costs to our students for educational services provided by our universities and are reflected net of scholarships and tuition discounts. Our universities charge tuition and fees at varying amounts and bill students a single charge that covers tuition, certain fees and required program materials, such as textbooks and supplies, which we treat as a single performance obligation. Generally, we bill student tuition at the beginning of each academic term for our degree programs and recognize the tuition as revenue on a straight-line basis over the academic term. As part of a student’s course of instruction, certain fees, such as technology fees and graduation fees, are billed separately to students. These fees are generally earned over the applicable term and are not considered separate performance obligations. We generally bill student tuition upon enrollment for our non-degree professional development programs and recognize the tuition as revenue on a straight-line basis over the length of the offering.

Other revenue, which primarily consists of contract training revenue and miscellaneous non-student related revenue, is billed and recognized as goods are delivered or services are performed.

Contract Assets

For each term, the portion of tuition and fee payments received from students but not yet earned is recorded as deferred revenue and reported as a current liability on our condensed consolidated balance sheets, as we expect to earn these revenues within the next year. A contract asset is recorded for each student for the current term for which they are enrolled for the amount charged for the current term that has not yet been received as payment and to which we do not have the unconditional right to receive payment because the student has not reached the point in the student’s current academic term at which the amount billed is no longer refundable to the student. On a student by student basis, the contract asset is offset against the deferred revenue balance for the current term and the net deferred revenue balance is reflected within current liabilities on our condensed consolidated balance sheets. For certain of our institutions, students are billed as they enroll in courses, including courses related to future periods. Any billings for future periods would meet the definition of a contract asset as we do not have the unconditional right to receive payment as the course has not yet started. Contract assets related to future periods are offset against the respective deferred revenue associated with the future period.

Due to the short-term nature of our academic terms, the contract asset balance which exists at the beginning of each quarter will no longer be a contract asset at the end of that quarter, with the exception of the contract assets associated with future periods. The decrease in contract asset balances are a result of one of the following: it becomes a student receivable balance once a student reaches the point in a student’s academic term where the amount billed is no longer refundable to the student; a refund is made to withdrawn students for the portion entitled to be refunded under each institutions’ refund policy; we receive funds to apply against the contract asset balance; or a student makes a change to the number of classes they are enrolled in which may cause an adjustment to their

previously billed amount. As of the end of each quarter, a new contract asset is determined on a student-by-student basis based on the most recently started term and a student’s progress within that term as compared to the date at which the student is no longer entitled to a refund under each institution’s refund policy. Contract assets associated with future periods remain as contract assets until the course begins and the student reaches the point in that course that they are no longer entitled to a refund.

The amount of deferred revenue balances which are being offset with contract asset balances as of September 30, 2025 and December 31, 2024 were as follows (dollars in thousands):


	As of
	September 30, 2025			December 31, 2024
Gross deferred revenue	$	124,920		$	61,291
Gross contract assets		(65,124	)		(24,551	)
Deferred revenue, net	$	59,796		$	36,740

Deferred Revenue

Changes in our deferred revenue balances for the quarters and years to date ended September 30, 2025 and 2024 were as follows (dollars in thousands):


	For the Quarter Ended September 30, 2025												For the Quarter Ended September 30, 2024
	CTU (2)			AIUS (2)			USAHS (3)			Total			CTU (2)			AIUS (2)			USAHS (3)		Total
Gross deferred revenue, July 1	$	64,396		$	22,716		$	26,473		$	113,585		$	61,297		$	29,488		$	-	$	90,785
Revenue earned from prior balances		(59,163	)		(16,104	)		(25,713	)		(100,980	)		(54,925	)		(21,876	)		-		(76,801	)
Billings during period(1)		101,912			64,006			56,204			222,122			97,256			62,871			-		160,127
Revenue earned for new billings during the period		(57,148	)		(40,290	)		(12,256	)		(109,694	)		(56,454	)		(35,187	)		-		(91,641	)
Other adjustments		(524	)		(322	)		733			(113	)		(152	)		(111	)		-		(263	)
Gross deferred revenue, September 30	$	49,473		$	30,006		$	45,441		$	124,920		$	47,022		$	35,185		$	-	$	82,207

	For the Year to Date Ended September 30, 2025												For the Year to Date Ended September 30, 2024
	CTU (2)			AIUS (2)			USAHS (3)			Total			CTU (2)			AIUS (2)			USAHS (3)		Total
Gross deferred revenue, January 1	$	33,168		$	26,555		$	1,568		$	61,291		$	36,409		$	27,561		$	-	$	63,970
Revenue earned from prior balances		(29,825	)		(25,022	)		(455	)		(55,302	)		(32,389	)		(26,164	)		-		(58,553	)
Billings during period(1)		361,969			175,160			157,734			694,863			340,676			178,592			-		519,268
Revenue earned for new billings during the period		(315,551	)		(146,654	)		(113,390	)		(575,595	)		(297,242	)		(145,049	)		-		(442,291	)
Other adjustments		(288	)		(33	)		(16	)		(337	)		(432	)		245			-		(187	)
Gross deferred revenue, September 30	$	49,473		$	30,006		$	45,441		$	124,920		$	47,022		$	35,185		$	-	$	82,207

______________

(1)

Billings during period includes adjustments for prior billings.

(2)

The prior period amounts for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

(3)

USAHS includes deferred revenue starting from the acquisition date on December 2, 2024.

Tuition Refunds

If a student withdraws from one of our academic institutions prior to the completion of the academic term, we refund the portion of tuition and fees already paid that, pursuant to our refund policy and applicable federal and state law and accrediting agency standards, we are not entitled to retain. Generally, the amount to be refunded to a student is calculated based upon the percent of the term attended and the amount of tuition and fees paid by the student as of their withdrawal date. In certain circumstances, we have recognized revenue for students who have withdrawn that we are not entitled to retain. We have estimated a reserve for these limited circumstances based on historical evidence in the amount of $2.3 million and $2.1 million as of September 30, 2025 and December 31, 2024, respectively. Students are typically entitled to a partial refund until approximately a little more than halfway through their term. Pursuant to each university’s policy, once a student reaches the point in the term where no refund is given, the student would not have a refund due if withdrawing from the university subsequent to that date.

7. STUDENT RECEIVABLES

Student receivables represent funds owed to us in exchange for the educational services provided to a student. Student receivables are reflected net of an allowance for credit losses at the end of the reporting period. Student receivables, net, are reflected on our condensed consolidated balance sheets as components of both current and non-current assets.

Our students pay for their costs through a variety of funding sources, including federal loan and grant programs, institutional payment plans, employer tuition assistance, Veterans’ Administration and other military funding and grants, private and institutional scholarships and cash payments, as well as private loans. Cash receipts from government related sources are typically received during the current academic term. We typically receive funds after the end of an academic term for students who receive employer tuition assistance. Students who have not applied for any type of financial aid or students whose financial aid may not fully cover the cost of their tuition and fees generally set up a payment plan with the institution and make payments on a monthly basis per the terms of the payment plan. For those balances that are not received during the academic term, the balance is typically due within the current academic year which is approximately 30 weeks in length. Generally, a student receivable balance is written off once a student has been out of school for greater than 90 days and has not made a payment.

Our standard student receivable allowance is based on an estimate of lifetime expected credit losses for student receivables. Our estimation methodology considers a number of quantitative and qualitative factors that, based on our collection experience, we believe have an impact on our repayment risk and ability to collect student receivables. Changes in the trends in any of these factors may impact our estimate of the allowance for credit losses. These factors include, but are not limited to: internal repayment history, changes in the current economic, legislative or regulatory environments, internal cash collection forecasts and the ability to complete the federal financial aid process with the student. These factors are monitored and assessed on a regular basis. Overall, our allowance estimation process for student receivables is validated by trend analysis of our collections and write-off experience as well as monitoring any emerging factors that we believe impact the ability to collect our student receivables.

We have student receivables that are due greater than 12 months from the date of our condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the amount of non-current student receivables under payment plans that are longer than 12 months in duration, net of allowance for credit losses, was $4.9 million and $6.2 million, respectively.

Allowance for Credit Losses

We define student receivables as a portfolio segment under ASC Topic 326 – Financial Instruments – Credit Losses. Changes in our current and non-current allowance for credit losses related to our student receivable portfolio in accordance with the guidance under ASU 2016-13 for the quarters and years to date ended September 30, 2025 and 2024 were as follows (dollars in thousands):


	For the Quarter Ended September 30,						For the Year to Date Ended September 30,
	2025			2024			2025			2024
Balance, beginning of period	$	42,314		$	37,271		$	43,520		$	37,782
Provision for credit losses		7,913			8,733			20,928			21,364
Amounts written-off		(6,722	)		(8,032	)		(21,799	)		(22,085	)
Recoveries		407			361			1,263			1,272
Balance, end of period	$	43,912		$	38,333		$	43,912		$	38,333

Fair Value Measurements

The carrying amount reported in our consolidated balance sheets for the current portion of student receivables approximates fair value because of the nature of these financial instruments as they generally have short maturity periods. It is not practicable to estimate the fair value of the non-current portion of student receivables, since observable market data is not readily available, and no reasonable estimation methodology exists.

8. LEASES

We lease most of our administrative and educational facilities under non-cancelable operating or finance leases expiring at various dates through 2050. In most cases, we are required to make additional payments under facility leases for taxes, insurance and other operating expenses incurred during the lease period, which are typically variable in nature.

We determine if a contract contains a lease when the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Upon identification and commencement of a lease, we establish a right of use (“ROU”) asset and a lease liability.

Quantitative information related to leases is presented in the following table (dollars in thousands):


	For the Quarter Ended September 30, 2025			For the Quarter Ended September 30, 2024
Lease expenses (1)
Operating fixed lease expenses	$	2,557		$	1,104
Finance lease and failed sale leaseback amortization expense		1,573			-
Finance lease and failed sale leaseback interest expense		1,542			-
Variable lease expenses		1,076			207
Sublease income (2)		(109	)		-
Total lease expenses	$	6,639		$	1,311

Other information
Gross operating cash flows for operating leases (3)	$	(2,898	)	$	(2,031	)
Gross operating cash flows for finance leases and failed sale leasebacks		(1,432	)		-
Gross financing cash flows for finance leases		(1,249	)		-
Operating cash flows from subleases (3)		109			-

	For the Year to Date Ended September 30, 2025			For the Year to Date Ended September 30, 2024
Lease expenses (1)
Operating fixed lease expenses	$	7,764		$	3,670
Finance lease and failed sale leaseback amortization expense		4,719			-
Finance lease and failed sale leaseback interest expense		4,671			-
Variable lease expenses		3,294			544
Sublease income (2)		(277	)		-
Total lease expenses	$	20,171		$	4,214

Other information
Gross operating cash flows for operating leases (3)	$	(9,617	)	$	(6,513	)
Gross operating cash flows for finance leases and failed sale leasebacks		(4,298	)		-
Gross financing cash flows for finance leases		(3,681	)		-
Gross financing cash flows for failed sale leaseback		(489	)		-
Operating cash flows from subleases (3)		277			-
	As of September 30, 2025			As of September 30, 2024
Weighted average remaining lease term (in months) – operating leases		87			68
Weighted average remaining lease term (in months) – finance leases		28			-

Weighted average discount rate – operating leases		6.2	%		5.2	%
Weighted average discount rate– finance leases		5.9	%		-

__________________

(1)

Lease expense and sublease income represent the amount recorded within our unaudited condensed consolidated statements of income. Variable lease amounts represent expenses recognized as incurred which are not included in the lease liability.

(2)

For certain of our leased locations, we have vacated the facility and have fully or partially subleased the space.

(3)

Cash flows are presented on a consolidated basis and represent cash payments for fixed and variable lease costs.

Failed Sale-Leaseback

Upon construction commencement of the new St. Augustine campus in April 2023, the Company determined that it was the deemed owner for accounting purposes during the construction period under a build to suit (“BTS”) arrangement due to the extent of the Company’s involvement in the project. Accordingly, the Company had recognized all cash and non-cash assets contributed by the landlord to the project as of December 31, 2024 as a component of construction in progress with a corresponding construction financing liability. As of December 31, 2024, the Company had recognized $56.5 million in construction contributions made by the landlord as construction financing on the consolidated balance sheet. Lease commencement began in January 2025 upon substantial completion of the BTS arrangement with a stated lease term of 25 years from commencement date.

Upon lease commencement, the Company determined that it did not meet the criteria under ASC 606-10-25-30 to derecognize the asset as the Company retained control of the asset and the risks and rewards of ownership did not transfer to the landlord. As such, the transaction is considered a failed sale leaseback and the Company will retain the asset on its condensed consolidated balance sheet and depreciate the asset over its useful life. A financing obligation liability was recognized in the amount of the net proceeds received in the amount of $56.5 million. The Company will not recognize rent expense related to the leased asset. Instead, monthly rent payments under the lease agreement will be recorded as interest expense and a reduction of the outstanding financing obligation liability.

Future minimum lease payments for failed sale-leaseback financing transactions as of September 30, 2025 are as follows:


	Sale Leaseback Payments


2025 (1)	$	1,236
2026		5,043
2027		5,143
2028		5,246
2029		5,351
2030 and thereafter		133,284
Total minimum lease payments	$	155,303

Less – Amount representing interest		(112,207	)
Present value of minimum lease payments		43,096
Plus - liability remaining at term end representing residual value of asset		13,782
Failed sale leaseback liability		56,878

__________________

(1)

Liabilities remaining for the year ending December 31, 2025.

9. CONTINGENCIES

An accrual for estimated legal fees and settlements of $1.9 million and $1.2 million at September 30, 2025 and December 31, 2024, respectively, is presented within other current liabilities on our condensed consolidated balance sheets.

We record a liability when we believe that it is both probable that a loss will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least quarterly, developments in our legal matters that could affect the amount of liability that was previously accrued and make adjustments as further information develops, circumstances change or contingencies are resolved. Significant judgment is required to determine both probability and the estimated amount. We may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (1) if the damages sought are indeterminate; (2) if the proceedings are in early stages; (3) if there is uncertainty as to the outcome of pending appeals, motions or settlements; (4) if there are significant factual issues to be determined or resolved; and (5) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including estimating a possible eventual loss, if any.

United States of America, ex rel. Fiorisce LLC v. Perdoceo Education Corporation, Colorado Technical University, Inc. and American InterContinental University, Inc. On July 19, 2023, we became aware of an amended complaint filed in the U.S. District Court for the District of Colorado on May 19, 2023. The original complaint was filed under seal on February 25, 2021 by a former employee of Colorado Technical University through a limited liability company, on behalf of herself, any other interested parties affiliated with the LLC and the federal government. On July 18, 2023, the district court ordered the complaint unsealed and we were notified that the U.S. Department of Justice ("DOJ") had declined to intervene in the action on February 3, 2023. The Company had

previously received a Civil Investigative Demand ("CID") related to this complaint on April 8, 2022 from the DOJ and had been cooperating with the DOJ in its review. After the federal government declined to intervene in this case, the relator elected to pursue the litigation on behalf of the federal government. If she is successful, she would receive a portion of the federal government’s recovery. The amended complaint alleges violations of the False Claims Act related to the company’s compliance with federal financial aid credit hour requirements in connection with its use of its learning management system. Relator claims that defendants’ conduct caused the government to make payments of federal funds to defendants which the government would not have made if not for defendants’ alleged violation of the law. Relator seeks treble damages plus civil penalties and attorneys’ fees. On January 4, 2024, the Court granted a motion to dismiss with respect to Perdoceo Education Corporation and American InterContinental University, Inc. which removes them as defendants in the case. The Court’s dismissal was “without prejudice”, which allows the relator in the case the opportunity to amend and refile a further amended complaint with respect to those two parties. On May 16, 2025, the Court granted the relator’s request to amend its complaint for a second time to again include Perdoceo Education Corporation, but not American InterContinental University, Inc., as a defendant. Relator filed its second amended complaint on May 19, 2025.

September 24 CID. On September 7, 2024, the Company received a new CID from the DOJ pursuant to the False Claims Act. The CID requests information and documentation from CTU regarding its compensation practices for its admissions staff, as well as information about how CTU has discussed its Fast Track credit program with prospective students. The information sought covers the time period from November 13, 2017 to the present. The Company is cooperating with the DOJ with a view towards resolving this inquiry as promptly as possible.

Because of the many questions of fact and law that may arise, the outcome of these legal proceedings are uncertain at this point. Based on information available to us at present, we cannot reasonably estimate a range of potential loss, if any, for these actions. Accordingly, we have not recognized any liability associated with these actions.

We receive from time-to-time requests from state attorneys general, federal and state government agencies and accreditors relating to our institutions, to specific complaints they have received from students or former students or to student loan forgiveness claims which seek information about students, our programs, and other matters relating to our activities. These requests can be broad and time consuming to respond to, and there is a risk that they could expand and/or lead to a formal action or claims of non-compliance. We are subject to a variety of other claims, lawsuits, arbitrations and investigations that arise from time to time out of the conduct of our business, including, but not limited to, matters involving prospective students, students or former students, alleged violations of the Telephone Consumer Protection Act, both individually and on behalf of a putative class, and employment matters. Periodically matters arise that we consider outside the scope of ordinary routine litigation incidental to our business. While we currently believe that these matters, individually or in aggregate, will not have a material adverse impact on our business, reputation, financial position, cash flows or results of operations, these matters are subject to inherent uncertainties, and management’s view of these matters may change in the future. Were an unfavorable outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on our business, reputation, financial position, cash flows or results of operations.

10. INCOME TAXES

The determination of the annual effective tax is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which we operate and the ongoing development of tax planning strategies during the year. In addition, our provision for income taxes can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.

The following is a summary of our provision for income taxes and effective tax rate:


	For the Quarter Ended September 30,						For the Year to Date Ended September 30,
(Dollars in Thousands)	2025			2024			2025			2024
Pretax income	$	56,021		$	52,362		$	168,764		$	158,227
Provision for income taxes	$	16,171		$	14,107		$	44,198		$	42,101
Effective rate		28.9	%		26.9	%		26.2	%		26.6	%

The effective tax rate for the quarter and year to date ended September 30, 2025 was impacted by the tax effect of stock-based compensation, which decreased the effective tax rate for the quarter and year to date by 0.2% and 2.0%, respectively. The effective tax rate for the quarter and year to date ended September 30, 2025 also includes the effect of a state income tax assessment, which increased the effective tax rate for the quarter and year to date by 0.4% and 0.1%, respectively. The effective tax rate for the quarter and year to date ended September 30, 2024 reflects federal tax credits claimed for the 2023 tax return, which decreased the effective tax rate for the quarter and year to date by 0.4% and 0.1%, respectively. Additionally, the tax effect of stock-based compensation

reduced the effective tax rate for the quarter and year to date ended September 30, 2024 by 0.2% and 0.5%, respectively. As of September 30, 2025, a valuation allowance of $12.0 million was maintained with respect to our affiliate equity investment noted above and state net operating losses.

The income tax rate for the quarter and year to date ended September 30, 2025 does not take into account the possible future reduction of the liability for unrecognized tax benefits. The impact of a reduction to the liability will be treated as a discrete item in the period the reduction occurs. We recognize interest and penalties related to unrecognized tax benefits in tax expense. As of September 30, 2025, we had accrued $5.4 million as an estimate for reasonably possible interest and accrued penalties.

Our tax returns are routinely examined by federal, state and local tax authorities and these audits are at various stages of completion at any given time. The Company’s federal income tax filings are open to examinations for the tax years ended December 31, 2022 and forward.

While the One Big Beautiful Bill Act is not expected to have a material impact on the tax provision, the allowing of 100% bonus depreciation and the immediate expensing of domestic research expenditures will reduce the cash taxes paid in the current year.

11. SHARE-BASED COMPENSATION

Overview

The Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”) became effective (as the Career Education Corporation 2016 Incentive Compensation Plan) on May 24, 2016, and the amendment and restatement of the 2016 Plan became effective on June 3, 2021, upon its approval by the Company’s stockholders. Under the 2016 Plan, Perdoceo may grant to eligible participants awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, annual incentive awards, and substitute awards, which generally may be settled in cash or shares of our common stock. The vesting of all types of awards is subject to possible acceleration in certain circumstances. If a plan participant terminates employment for any reason other than by death or disability during the vesting period, the right to unvested awards is generally forfeited.

Restricted Stock Units

For the years to date ended September 30, 2025 and 2024, the Company granted approximately 0.2 million and 0.3 million, respectively, restricted stock units which are not "performance-based" and which have a grant-date fair value of approximately $6.5 million and $5.3 million, respectively.

For the years to date ended September 30, 2025 and 2024, the Company granted approximately 0.2 million restricted stock units in each period which are "performance-based" and which have a grant-date fair value of approximately $3.8 million and $3.5 million, respectively. The performance-based restricted stock units are subject to performance conditions which are determined at the time of grant and typically cover a three-year performance period. The Company's failure to achieve these performance conditions may result in all units being forfeited even if the requisite service period is met.

There were no restricted stock units granted during each of the quarters ended September 30, 2025 and 2024.

All restricted stock units granted in 2025 and 2024 are to be settled in shares of our common stock.

Stock Options

There were no stock options granted during each of the quarters and years to date ended September 30, 2025 and 2024.

Share-Based Compensation Expense

For the quarters ended September 30, 2025 and 2024, the total share-based compensation expense was approximately $3.2 million and $2.8 million, respectively. For the years to date ended September 30, 2025 and 2024, the total share-based compensation expense was approximately $8.6 million and $7.4 million, respectively.

As of September 30, 2025, we estimate that total compensation expense of approximately $21.0 million will be recognized over the next four years for all unvested share-based awards that have been granted to participants. This amount excludes any estimates of forfeitures.

12. STOCK REPURCHASE PROGRAM

On July 31, 2025, the Board of Directors of the Company approved a new stock repurchase program for up to $75.0 million, which commenced July 31, 2025 and expires January 31, 2027. The new stock repurchase program replaced the previous stock repurchase program approved on February 20, 2024. The other terms of the stock repurchase program are consistent with the Company’s previous stock repurchase program.

The timing of purchases and the number of shares repurchased under the program is determined by the Company’s management and will depend on a variety of factors including stock price, trading volume and other general market and economic conditions, its assessment of alternative uses of capital, regulatory requirements and other factors. Repurchases will be made in open market transactions, including block purchases, conducted in accordance with Rule 10b-18 under the Exchange Act as well as may be made pursuant to trading plans established under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The stock repurchase program does not obligate the Company to purchase shares and the Company may, in its discretion, begin, suspend or terminate repurchases at any time, without any prior notice.

During the quarter ended September 30, 2025, we repurchased 0.7 million shares of our common stock for $20.6 million at an average price of $31.27 per share. During the quarter ended September 30, 2024, the Company did not repurchase any shares of our common stock.

As of September 30, 2025, approximately $54.3 million was available under our current authorized stock repurchase program to repurchase outstanding shares of our common stock. Shares of stock repurchased under the program are held as treasury shares. These repurchased shares reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations.

13. WEIGHTED AVERAGE COMMON SHARES

Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares assuming dilution. Dilutive common shares outstanding is computed using the Treasury Stock Method and reflects the additional shares that would be outstanding if dilutive stock options were exercised and restricted stock units were settled for common shares during the period.

The weighted average number of common shares used to compute basic and diluted net income per share for the quarters and years to date ended September 30, 2025 and 2024 were as follows (shares in thousands):


	For the Quarter Ended September 30,				For the Year to Date Ended September 30,
	2025		2024		2025		2024
Basic common shares outstanding		64,647		65,699		65,215		65,622
Common stock equivalents		1,360		1,613		1,295		1,488
Diluted common shares outstanding		66,007		67,312		66,510		67,110

Certain unexercised stock option awards are excluded from our computations of diluted earnings per share, as these shares were out-of-the-money and their effect would have been anti-dilutive. There were no anti-dilutive options for the quarters ended September 30, 2025 and 2024, or for the year-to-date ended September 30, 2025. For the year-to-date ended September 30, 2024, less than 0.1 million shares were excluded from the diluted earnings per share calculation.

14. SEGMENT REPORTING

Our segments are determined in accordance with FASB ASC Topic 280—Segment Reporting and are based on how the Company's chief operating decision maker ("CODM") evaluates performance and allocates resources. Perdoceo's CODM as defined under ASC Topic 280 is its President and Chief Executive Officer. Each segment is comprised of an accredited postsecondary education institution that offers a variety of academic programs.

As of September 30, 2025, our three reporting segments are:

•

Colorado Technical University (CTU) is committed to providing industry-relevant higher education to a diverse student population, including non-traditional adult learners seeking career advancement and the military community. CTU utilizes innovative technology and experienced faculty, enabling the pursuit of academic and professional goals for learners. CTU offers academic programs in the career-oriented disciplines of business and management, nursing, healthcare management, computer science, engineering, information systems and technology, project management, cybersecurity and criminal justice. Students pursue their degrees through fully-online programs, local campuses and blended formats, which combine campus-based and online education. As of September 30, 2025, students enrolled at CTU represented approximately 69% of our total enrollments. Approximately 98% of CTU’s students are enrolled in programs offered fully online. Students at CTU's ground-based campuses take both in-person and virtual classes.

•

The American InterContinental University System (AIUS or AIU System) is committed to providing industry-relevant higher education opportunities for a diverse student population, including non-traditional adult learners and the military community. AIUS places emphasis on the educational, professional and academic growth of each student. AIUS offers academic programs in the career-oriented disciplines of business studies, information technologies, education, behavioral sciences and criminal justice. Students pursue their degrees through fully-online programs, local campuses and blended formats, which combine campus-based and online education. As of September 30, 2025, students enrolled at AIUS represented approximately 22% of our total enrollments. Approximately 97% of AIUS’ students are enrolled in programs offered fully online. Students at AIUS' ground-based campus take both in-person and virtual classes.

•

University of St. Augustine for Health Sciences (USAHS) is dedicated to offering graduate education opportunities in health sciences to a diverse range of students. USAHS focuses on developing professional healthcare practitioners through innovative and personalized classroom, clinical, and distance education opportunities. USAHS offers graduate degrees in health sciences, primarily in physical therapy, occupational therapy, speech-language therapy and nursing, along with continuing education programs and prepares professionals to serve and provide quality medical care to communities across the country. Students pursue their degrees through a network of campuses and through its online programs. As of September 30, 2025, students enrolled at USAHS represented approximately 9% of our total enrollments.

We evaluate segment performance based on operating results. Specifically, our CODM analyzes segment revenue and operating expenses which are directly attributable to the cost to serve and educate prospective students, when making decisions to allocate resources based on segment performance. Adjustments to reconcile segment results to consolidated results are included under the caption “Corporate and Other,” which primarily includes unallocated corporate activity. Substantially all revenue earned by our reporting segments are generated in the United States of America (“U.S.”) and segment and total assets are substantially held in the U.S. Additionally, interest, net and other miscellaneous income (expense) are not material by segment and are not reviewed by our CODM by segment.

Summary financial information by reporting segment is as follows (dollars in thousands):


	For the Quarter Ended September 30,
	Revenue										Operating Income (Loss)
	2025		% of Total			2024		% of Total			2025			2024
CTU (1)	$	117,069		55.3	%	$	112,275		66.1	%	$	47,762		$	44,742
AIUS (1)		56,667		26.7	%		57,354		33.8	%		9,257			8,520
USAHS (2)		37,971		17.9	%		-		0.0	%		66			-
Corporate and Other		165		0.1	%		199		0.1	%		(6,126	)		(8,468	)
Total	$	211,872		100.0	%	$	169,828		100.0	%	$	50,959		$	44,794


	For the Year to Date Ended September 30,
	Revenue										Operating Income (Loss)
	2025		% of Total			2024		% of Total			2025			2024
CTU (1)	$	347,622		54.8	%	$	332,137		65.8	%	$	141,369		$	131,611
AIUS (1)		172,445		27.2	%		172,116		34.1	%		31,973			28,909
USAHS (2)		113,851		17.9	%		-		0.0	%		(1,958	)		-
Corporate and Other		539		0.1	%		579		0.1	%		(17,299	)		(23,442	)
Total	$	634,457		100.0	%	$	504,832		100.0	%	$	154,085		$	137,078


	Total Assets as of (3)
	September 30, 2025		December 31, 2024
CTU (1)	$	177,093	$	175,115
AIUS (1)		161,480		164,985
USAHS (2)		329,872		306,552
Corporate and Other		630,939		590,382
Total	$	1,299,384	$	1,237,034

(1)

The prior period operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

(2)

USAHS includes results of operations starting from the acquisition date on December 2, 2024.

(3)

Total assets are presented on a condensed consolidated basis and do not include intercompany receivable or payable activity between segments and corporate and other.

Significant expense category by reporting segment is as follows (dollars in thousands):


	For the Quarter Ended September 30, 2025						For the Quarter Ended September 30, 2024
Significant expense categories	CTU (1)		AIUS (1)		USAHS (2)		CTU (1)		AIUS (1)		USAHS (2)
Academics and student related	$	14,972	$	11,565	$	16,126	$	14,925	$	11,278	$	-
Advertising and marketing		14,502		11,160		3,923		14,854		11,953		-
Admissions		11,812		8,746		1,231		11,301		8,726		-
Administrative (3)		20,745		10,830		5,182		19,408		10,331		-
Bad debt		5,262		2,588		55		5,003		3,732		-
Depreciation and amortization		1,451		1,358		7,133		1,427		1,548		-
All other expenses (4)		563		1,163		4,255		615		1,266		-

	For the Year to Date Ended September 30, 2025						For the Year to Date Ended September 30, 2024
Significant expense categories	CTU (1)		AIUS (1)		USAHS (2)		CTU (1)		AIUS (1)		USAHS (2)
Academics and student related	$	46,206	$	34,565	$	47,520	$	45,152	$	33,895	$	-
Advertising and marketing		41,002		31,881		11,699		40,389		33,789		-
Admissions		36,092		26,565		3,948		34,386		26,496		-
Administrative (3)		63,176		33,059		15,989		60,134		32,203		-
Bad debt		13,681		6,847		395		13,033		8,331		-
Depreciation and amortization		4,300		4,227		23,207		4,217		4,681		-
All other expenses (4)		1,796		3,328		13,051		3,215		3,812		-

_________________________

(1)

The prior period operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

(2)

USAHS includes financial information starting from the acquisition date on December 2, 2024.

(3)

Administrative expense includes allocations from Corporate and Other.

(4)

All other expenses primarily include occupancy and asset impairment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion below and other items in this Quarterly Report on Form 10-Q contain “forward-looking statements,” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, that reflect our current expectations regarding our future growth, results of operations, cash flows, performance and business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “expect,” “plan,” “may,” “should,” ”will,” “continue to,” “focused on” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to us and are subject to various risks, uncertainties, and other factors, including, but not limited to, those matters discussed in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Among the factors that could cause actual results to differ materially from those expressed in, or implied by, our forward-looking statements are the following:

•

declines in enrollment or interest in our programs or our ability to attract or connect with prospective students;

•

our continued compliance with and eligibility to participate in Title IV Programs under the Higher Education Act of 1965, as amended, and the regulations thereunder (including the new 90-10, gainful employment, financial responsibility and administrative capability standards prescribed by the U.S. Department of Education (the “Department”)), as well as applicable accreditation standards and state regulatory requirements;

•

the impact of various versions of “borrower defense to repayment” regulations;

•

the final outcome of various legal challenges to the Department's loan discharge and forgiveness efforts;

•

rulemaking or changing interpretations of existing regulations, guidance or historical practices by the Department or any state or accreditor and increased focus by Congress and governmental agencies on, or increased negative publicity about, for-profit education institutions;

•

the impact of any federal budget reconciliation or other legislative process on the availability of current levels of federal student aid or the conditions associated with participating in such aid programs;

•

the success of our initiatives to improve student experiences, retention and academic outcomes;

•

our continued eligibility to participate in educational assistance programs for key employers, veterans and other military personnel;

•

our ability to pay dividends on our common stock and execute our stock repurchase program;

•

increased competition;

•

the impact of management changes; and

•

changes in the overall U.S. economy.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. The MD&A is intended to help investors understand the results of operations, financial condition and present business environment. The MD&A is organized as follows:

•

Overview

•

Consolidated Results of Operations

•

Segment Results of Operations

•

Summary of Critical Accounting Policies and Estimates

•

Liquidity, Financial Position and Capital Resources

OVERVIEW

Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”) and University of St. Augustine for Health Sciences ("USAHS") – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degrees offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo's academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce.

On December 2, 2024, the Company acquired the University of St. Augustine for Health Sciences (the "USAHS acquisition"). Results of operations related to the USAHS acquisition are included in the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q from the date of acquisition.

Regulatory Environment and Political Uncertainty

As indicated in “Scrutiny of the For-Profit Postsecondary Education Sector” section within Item 1, "Business" in our Annual Report on Form 10-K for the year ended December 31, 2024, the for-profit education industry is scrutinized by various policymakers, agencies and interest groups. Congressional hearings and roundtable discussions were previously held regarding certain aspects of the education industry, including issues surrounding student debt, as well as publicly reported student outcomes that may be used as part of an institution’s recruiting and admissions practices, and reports were issued that are highly critical of for-profit colleges and universities. Many of the most highly criticized institutions have been closed now for several years.

The November 2024 federal elections resulted in a new President and Congress. We cannot predict the actions that the new Administration or Congress may take or their effect on the higher education sector. The new Congress or Administration may delay, block, modify, or eliminate certain Title IV and other regulations applicable to higher education institutions. In addition, the new Administration may interpret, apply, and enforce Title IV and other regulations in a manner different from current Department guidance and practice. We expect to continue to need to operate nimbly, making necessary changes to the extent possible to comply with new rules or interpretations as well as new interpretations of existing rules.

We encourage you to review Item 1, “Business,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 to learn more about our highly regulated industry and related risks and uncertainties, in addition to the MD&A in our 2025 Quarterly Reports on Form 10-Q.

Note Regarding Non-GAAP measures

We believe it is useful to present non-GAAP financial measures which exclude certain non-cash items as a means to better understand the performance of our core business. As a general matter, we use non-GAAP financial measures in conjunction with results presented in accordance with GAAP to help analyze the operating performance of our core business, assist with preparing the annual operating plan, and measure performance for some forms of compensation. In addition, we believe that non-GAAP financial information is used by analysts and others in the investment community to analyze our historical results and to provide estimates of future performance.

We believe certain non-GAAP measures allow us to compare our current operating results with respective historical periods and with the operational performance of other companies in our industry because it does not give effect to potential differences caused by items we do not consider reflective of underlying operating performance. We believe the items we are adjusting for are operating expenses which are not reflective of our underlying business. In evaluating the use of non-GAAP measures, investors should be aware that in the future we may incur expenses similar to the adjustments presented below. Our presentation of non-GAAP measures should

not be construed as an inference that our future results will be unaffected by expenses that are unusual, non-routine or non-recurring. A non-GAAP measure has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for net income, operating income, earnings per diluted share, or any other performance measure derived in accordance with and reported under GAAP or as an alternative to cash flow from operating activities or as a measure of our liquidity.

Non-GAAP financial measures, when viewed in a reconciliation to respective GAAP financial measures, provide an additional way of viewing the Company's results of operations and the factors and trends affecting the Company's business. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the respective financial results presented in accordance with GAAP.

2025 Third Quarter Overview

During the third quarter ended September 30, 2025 ("current quarter"), our academic institutions remained focused on furthering their goal of changing lives through education and preparing learners for essential skills needed in today’s job market. CTU and AIUS provide diverse, career-focused degree programs designed to help students excel in a rapidly changing job market, while USAHS develops professionals to serve communities across the country with quality healthcare services. During the current quarter, we experienced total enrollment growth, supported by continued momentum in student retention and engagement as well as increased interest from prospective students looking to pursue a degree at our academic institutions. During the quarter, we also continued to invest in student technology and student support processes that we believe further enhance student experiences and academic outcomes.

Total student enrollments increased 15.1% at September 30, 2025 as compared to September 30, 2024, primarily driven by the St. Augustine acquisition and enrollment growth at CTU. CTU's total student enrollments increased 6.7% as compared to the prior year quarter end, supported by high levels of student retention and engagement, growth within the corporate student program and higher levels of prospective student interest. Total student enrollments decreased 2.9% at AIUS for the current quarter end as compared to the prior year quarter end, driven, in part by the academic calendar at AIUS that resulted in a lower number of enrollment days in the current quarter as compared to the prior year quarter. Lastly, for USAHS, the fall term which began in September of 2025 had total student enrollments of 4,420 as of the current quarter end.

For the current quarter, our academic institutions continued to experience increased levels of prospective student interest and we continued to refine our marketing and admissions spending strategies, including integrating artificial intelligence to help identify and engage with prospective students who, we believe, are more likely to succeed at one of our academic institutions. We also continued to improve the technology that supports our admissions, academic and student support functions to ensure that our teams are well-equipped with the necessary tools to counsel and support the growing number of students enrolled at one of our academic institutions.

We expect the high levels of student retention and student engagement we experienced over the past few quarters, as well as the prospective student interest experienced, to continue through the remainder of 2025. As a result, full year revenue is expected to be higher for 2025 primarily driven by the USAHS acquisition as well as expected growth in total student enrollments as a result of these trends.

Financial Highlights

Revenue for the current quarter increased by 24.8% or $42.0 million as compared to the prior year quarter, primarily due to $38.0 million of revenue from the USAHS acquisition which was completed in December 2024 and therefore did not have comparable results in the prior year quarter. CTU also contributed to the increase in revenue due to growth in total student enrollments driven by strong student retention and engagement trends along with increased prospective student interest, while AIUS remained relatively flat as compared to the prior year quarter.

Operating income for the current quarter increased to $51.0 million as compared to operating income of $44.8 million in the prior year quarter, driven by increased operating income within CTU and AIUS as well as reduced operating losses within Corporate and Other. The increase in operating income for the current quarter was a result of revenue growth at CTU and continued management of operating expenses.

The Company believes it is useful to present non-GAAP financial measures, such as adjusted operating income, which exclude certain non-cash items, as a means to better understand the core performance of its operations. (See tables below for a GAAP to non-GAAP reconciliation.) Adjusted operating income was $61.0 million for the current quarter as compared to $47.8 million for the prior year quarter.

Adjusted operating income and adjusted earnings per diluted share for the quarters and years to date ended September 30, 2025 and 2024 is presented below (dollars in thousands, unless otherwise noted):


	For the Quarter Ended					For the Year to Date Ended
	September 30,					September 30,
Adjusted Operating Income	2025			2024		2025			2024

Operating income	$	50,959		$	44,794	$	154,085		$	137,078
Depreciation and amortization		10,015			3,053		31,970			9,138
Adjusted Operating Income	$	60,974		$	47,847	$	186,055		$	146,216

	For the Quarter Ended					For the Year to Date Ended
	September 30,					September 30,
Adjusted Earnings Per Diluted Share	2025			2024		2025			2024

Earnings Per Diluted Share	$	0.60		$	0.57	$	1.87		$	1.73
Pre-tax adjustments included in operating expenses:
Amortization for acquired intangible assets		0.06			0.02		0.19			0.06
Total pre-tax adjustments	$	0.06		$	0.02	$	0.19		$	0.06
Tax effect of adjustments (1)		(0.01	)		-		(0.04	)		(0.02	)
Total adjustments after tax		0.05			0.02		0.15			0.04
Adjusted Earnings Per Diluted Share	$	0.65		$	0.59	$	2.02		$	1.77

(1)

The tax effect of adjustments was calculated by multiplying the pre-tax adjustments with a tax rate of 25%. This tax rate is intended to reflect federal and state taxable jurisdictions as well as the nature of the adjustments.

Regulatory Update

Student Loan Program Limits

In July 2025, Congress passed, and President Trump signed into law a reconciliation bill, H.R. 1 (the “Act”) that made broad changes to many areas of federal spending. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—2025 Second Quarter Overview—Recent Legislative Development,” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for a description of higher education related changes adopted.

The provisions in the Act must be implemented by the Department. On September 29, 2025, the Department convened the first of two negotiated rulemaking committees scheduled to meet this fall and early next year. This first committee, referred to as Reimagining and Improving Education (RISE), began discussions regarding changes to the federal student loan programs to implement statutory changes to the Title IV programs under the Higher Education Act of 1965, as amended (“HEA”), included in the Act. Based on current information, student Title IV borrowing at each of AIUS and CTU has generally been within the new loan levels and limits contemplated by the Act. At USAHS, many of its graduate students have historically relied on Grad PLUS loans to finance a portion of their education. The Act phases out the Grad PLUS loan program which becomes unavailable for new students enrolling after July 1, 2026 and replaces it with a more targeted funding framework. While graduate and professional students were formerly considered a single category of students with comparable loan limits, the new targeted loan framework treats graduate and professional students separately, providing higher Stafford Loan limits to students who are enrolled in “professional programs” as currently defined in regulation. The Act allows for the Department to clarify the existing definition of “professional programs” and designate additional programs that satisfy that definition for inclusion in the current non-exhaustive regulatory list. These topics are being considered in the RISE negotiated rulemaking. Any final definition or interpretation of “professional programs” adopted by the Department that conflicts with the authority granted in the Act could be subject to legal challenge and judicial review.

We are monitoring these discussions and the Department’s interpretations to assess the impact on federal funding availability for new USAHS students after July 1, 2026. Based on historical borrowing patterns, most USAHS graduate students’ borrowing has generally been within the levels and limits established for “professional programs,” if our programs ultimately qualify as such under the Department’s final regulations. In addition, we are actively engaging in conversations with private lending institutions to evaluate and analyze how they can further expand loan programs currently offered to students regardless of whether the new federal loan limits will cover the full cost of attendance for certain students. Although USAHS’s programs are in the types of in-demand licensed health care fields that have been the subject of the ongoing discussions for “professional programs” in the RISE rulemaking, there is

uncertainty regarding the Department’s final determination concerning which programs will be eligible for the higher federal loan funding and whether students at USAHS will need to rely on private lending sources to fund their education. In all cases we will continue to support responsible student borrowing of federal financial aid prior to consideration of alternative sources of private lending for those that may need to borrow to pursue their programs of study.

Gainful Employment

On October 10, 2023, the Biden Administration published final regulations for a new rule defining what qualifies as “gainful employment” (“GE”). See Item 1, “Business - Student Financial Aid and Related Federal Regulation – GE and FVT Negotiated Rulemaking,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a description of this regulation.

On December 22, 2023, the American Association of Cosmetology Schools (“AACS”) filed a lawsuit in the U.S. District Court for the Northern District of Texas seeking to set aside the GE rule. The AACS action challenges the rule on constitutional, statutory and administrative-law grounds, alleging that the Department exceeded its authority under the HEA and violated the Administrative Procedure Act. On March 20, 2024, Ogle School Management, LLC and Tricoci University of Beauty Culture, LLC filed a separate lawsuit in the same court, asserting that the Department exceeded its statutory authority and acted arbitrarily and capriciously in developing and applying the GE metrics and disclosure requirements. On October 2, 2025, the district court ruled in favor of the Department and upheld the GE rule. The plaintiffs have 60 days to file notices of appeal, and we expect at least one of the parties to appeal.

The Act requires the Department to undertake rulemaking to implement a new, universally applicable earnings-premium standard for program eligibility under Title IV. This new requirement appears to overlap with, and in some respects is inconsistent with, the existing GE rule, which applies primarily to programs at proprietary schools. The Company believes that this new universally applied earnings requirement will be less restrictive than the existing GE rules. This assessment remains subject to the Department’s forthcoming rulemaking and interpretive decisions, and there can be no assurance regarding the ultimate scope, rigor, or interaction of the two frameworks. Any failure to meet the new earnings-premium requirement would only impact Title IV loan eligibility and would not impact Pell Grant eligibility. The Department has scheduled a second negotiating committee, referred to as Accountability in Higher Education and Access through Demand-driven Workforce Pell (AHEAD), to begin negotiations on December 8, 2025 on regulations to implement these requirements and potentially review and reconcile the overlapping and inconsistent provisions of the GE rule.

We are continuing to evaluate the new earnings premium requirement and to monitor ongoing discussions regarding any potential changes to the gainful employment regulations. Given the complexity of the rules, lack of access to underlying earnings data used to calculate the metrics, and the absence of formal regulations, we are unable to determine the ultimate impact or potential timing of these requirements on our business at this time. See Item 1, “Business - Student Financial Aid and Related Federal Regulation – GE and FVT Negotiated Rulemaking,” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information. Also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—2025 Second Quarter Overview—Recent Legislative Development,” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for a discussion of the new program eligibility requirement. A loss or material reduction in eligible Title IV programs due to either of these requirements would materially impact our student enrollments and profitability.

CONSOLIDATED RESULTS OF OPERATIONS

The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the quarters and years to date ended September 30, 2025 and 2024 (dollars in thousands):


	For the Quarter Ended September 30,															For the Year to Date Ended September 30,
	2025			% of Total Revenue			2024			% of Total Revenue			2025 vs 2024 % Change			2025			% of Total Revenue			2024			% of Total Revenue			2025 vs 2024 % Change
TOTAL REVENUE	$	211,872					$	169,828						24.8	%	$	634,457					$	504,832						25.7	%
OPERATING EXPENSES
Educational services and facilities (1)		49,141			23.2	%		28,287			16.7	%		73.7	%		147,924			23.3	%		85,661			17.0	%		72.7	%
General and administrative: (2)
Advertising and marketing		29,585			14.0	%		26,807			15.8	%		10.4	%		84,582			13.3	%		74,178			14.7	%		14.0	%
Admissions		21,788			10.3	%		20,027			11.8	%		8.8	%		66,604			10.5	%		60,881			12.1	%		9.4	%
Administrative		42,471			20.0	%		38,127			22.5	%		11.4	%		128,364			20.2	%		114,064			22.6	%		12.5	%
Bad debt		7,913			3.7	%		8,733			5.1	%		-9.4	%		20,928			3.3	%		21,364			4.2	%		-2.0	%
Total general and administrative expense		101,757			48.0	%		93,694			55.2	%		8.6	%		300,478			47.4	%		270,487			53.6	%		11.1	%
Depreciation and amortization		10,015			4.7	%		3,053			1.8	%		228.0	%		31,970			5.0	%		9,138			1.8	%		249.9	%
Asset impairment		-			0.0	%		-			0.0	%	NM				-			0.0	%		2,468			0.5	%	NM
OPERATING INCOME		50,959			24.1	%		44,794			26.4	%		13.8	%		154,085			24.3	%		137,078			27.2	%		12.4	%

PRETAX INCOME		56,021			26.4	%		52,362			30.8	%		7.0	%		168,764			26.6	%		158,227			31.3	%		6.7	%
PROVISION FOR INCOME TAXES		16,171			7.6	%		14,107			8.3	%		14.6	%		44,198			7.0	%		42,101			8.3	%		5.0	%
Effective tax rate		28.9	%					26.9	%								26.2	%					26.6	%

NET INCOME	$	39,850			18.8	%	$	38,255			22.5	%		4.2	%	$	124,566			19.6	%	$	116,126			23.0	%		7.3	%

(1)

Educational services and facilities expense includes costs attributable to the educational activities of our campuses, including: salaries and benefits of faculty, academic administrators and student support personnel, costs of educational supplies and other goods and services, including costs of textbooks and laptops, and rents on leased campus and administrative facilities.

(2)

General and administrative expense includes operating expenses associated with corporate and campus administration, marketing, admissions, information technology, financial aid, accounting, human resources, legal and compliance. Other expenses within this expense category include costs of advertising and production of marketing materials and bad debt expense.

Revenue

The current quarter and year to date revenue increased by 24.8% or $42.0 million and 25.7% or $129.6 million, respectively, as compared to the prior year periods. The increase was primarily driven by the acquisition of USAHS completed in December 2024 that was not part of the comparative prior year periods, as well as increases in revenue for both the current quarter and year to date at CTU.

Educational Services and Facilities Expense (dollars in thousands)


	For the Quarter Ended September 30,					For the Year to Date Ended September 30,
	2025		2024		2025 vs 2024 % Change	2025		2024		2025 vs 2024 % Change
Educational services and facilities:
Academics & student related	$	43,060	$	26,607	61.8%	$	129,481	$	80,273	61.3%
Occupancy		6,081		1,680	262.0%		18,443		5,388	242.3%
Total educational services and facilities	$	49,141	$	28,287	73.7%	$	147,924	$	85,661	72.7%

The educational services and facilities expense for the current quarter and year to date increased by 73.7% or $20.9 million and 72.7% or $62.3 million, respectively, as compared to the prior year periods. The increase was primarily due to a full quarter of expenses related to the USAHS acquisition as compared to no expenses in the prior year periods for USAHS.

General and Administrative Expense (dollars in thousands)


	For the Quarter Ended September 30,					For the Year to Date Ended September 30,
	2025		2024		2025 vs 2024 % Change	2025		2024		2025 vs 2024 % Change
General and administrative:
Advertising and marketing	$	29,585	$	26,807	10.4%	$	84,582	$	74,178	14.0%
Admissions		21,788		20,027	8.8%		66,604		60,881	9.4%
Administrative		42,471		38,127	11.4%		128,364		114,064	12.5%
Bad debt		7,913		8,733	-9.4%		20,928		21,364	-2.0%
Total general and administrative expense	$	101,757	$	93,694	8.6%	$	300,478	$	270,487	11.1%

The general and administrative expense for the current quarter and year to date increased by 8.6% or $8.1 million and 11.1% or $30.0 million, respectively, as compared to the prior year periods. The increase was due to expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods, which more than offset the decrease in expenses for the remaining institutions.

Advertising and marketing expense for the current quarter and year to date increased by 10.4% or $2.8 million and 14.0% or $10.4 million, respectively, as compared to the prior year periods. The increase was primarily due to advertising and marketing expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods.

Admissions expense for the current quarter and year to date increased by 8.8% or $1.8 million and 9.4% or $5.7 million, respectively, as compared to the prior year periods. The increase was primarily due to admissions expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods. Excluding USAHS expenses, admissions expenses would have increased slightly as compared to the prior year periods, primarily due to efforts supporting the growth in total student enrollments at CTU.

The administrative expense for the current quarter and year to date increased by 11.4% or $4.3 million and 12.5% or $14.3 million, respectively, as compared to the prior year periods. The increase was due to administrative expenses related to the USAHS acquisition during the current year periods as compared to no expenses in the prior year periods, which more than offset the decrease in expenses within Corporate and Other.

Bad debt expense incurred by each of our segments during the quarters and years to date ended September 30, 2025 and 2024 was as follows (dollars in thousands):


	For the Quarter Ended September 30,														For the Year to Date Ended September 30,
	2025		% of Segment Revenue			2024			% of Segment Revenue			2025 vs 2024 % Change			2025		% of Segment Revenue			2024		% of Segment Revenue			2025 vs 2024 % Change
Bad debt expense:
CTU (1)	$	5,262		4.5	%	$	5,003			4.5	%		5.2	%	$	13,681		3.9	%	$	13,033		3.9	%		5.0	%
AIUS (1)		2,588		4.6	%		3,732			6.5	%		-30.7	%		6,847		4.0	%		8,331		4.8	%		-17.8	%
USAHS (2)		55		0.1	%		-		NA			NM				395		0.3	%		-	NA			NM
Corporate and Other		8	NM				(2	)	NM			NM				5	NM				-	NM			NM
Total bad debt expense	$	7,913		3.7	%	$	8,733			5.1	%		-9.4	%	$	20,928		3.3	%	$	21,364		4.2	%		-2.0	%

________________

(1) The prior year operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

(2) USAHS includes results of operations starting from the acquisition date on December 2, 2024.

Bad debt expense for the current quarter and year to date decreased by 9.4% or $0.8 million and 2.0% or $0.4 million, respectively, as compared to the prior year periods. The improvement for the current quarter and year-to-date periods was primarily driven by decreases at AIUS, which fully offset increased bad debt expenses at CTU and expense for USAHS.

We regularly evaluate our reserve rates, which includes a quarterly update of our analysis of historical student receivable collectability based on the most recent data available and a review of current known factors which we believe could affect future collectability of our student receivables, such as the number of students that do not complete the financial aid process. We continue to expect quarterly fluctuations in bad debt expense.

Depreciation and Amortization

Depreciation and amortization expense for the current quarter and year to date increased by $7.0 million and $22.8 million, respectively, as compared to the prior year periods, driven by the USAHS acquisition, which includes amortization for definite-lived intangible assets as well as amortization related to finance leases for ground-based campuses.

Operating Income

Operating income for the current quarter and year to date increased by 13.8% or $6.2 million and 12.4% or $17.0 million, respectively, as compared to the prior year periods. This improvement was primarily driven by increased revenue, which more than offset the increases in operating expenses, as compared to the prior year periods.

Provision for Income Taxes

For the quarter and year to date ended September 30, 2025, we recorded a provision for income taxes of $16.2 million reflecting an effective tax rate of 28.9% and $44.2 million reflecting an effective tax rate of 26.2%, respectively, as compared to a provision for income taxes of $14.1 million reflecting an effective tax rate of 26.9% and $42.1 million reflecting an effective tax rate of 26.6% for the respective prior year periods. The effective tax rate for the current quarter and year to date was impacted by the tax effect of stock-based compensation, which decreased the effective tax rate for the quarter and year to date by 0.2% and 2.0%, respectively. For the full year 2025, we expect our effective tax rate to be between 26.0% and 26.5%.

SEGMENT RESULTS OF OPERATIONS

The following tables present unaudited segment results for the reported periods (dollars in thousands):


	For the Quarter Ended September 30,
	REVENUE							OPERATING INCOME (LOSS)									OPERATING MARGIN
	2025		2024		% Change			2025			2024			% Change			2025			2024
REVENUE:
CTU (1)	$	117,069	$	112,275		4.3	%	$	47,762		$	44,742			6.7	%		40.8	%		39.9	%
AIUS (1)		56,667		57,354		-1.2	%		9,257			8,520			8.7	%		16.3	%		14.9	%
USAHS (2)		37,971		-	NM				66			-		NM				0.2	%	NA
Corporate and other		165		199		-17.1	%		(6,126	)		(8,468	)		27.7	%	NM			NM
Total	$	211,872	$	169,828		24.8	%	$	50,959		$	44,794			13.8	%		24.1	%		26.4	%


	For the Year to Date Ended September 30,
	REVENUE							OPERATING INCOME (LOSS)									OPERATING MARGIN
	2025		2024		% Change			2025			2024			% Change			2025			2024
REVENUE:
CTU (1)	$	347,622	$	332,137		4.7	%	$	141,369		$	131,611			7.4	%		40.7	%		39.6	%
AIUS (1)		172,445		172,116		0.2	%		31,973			28,909			10.6	%		18.5	%		16.8	%
USAHS (2)		113,851		-	NM				(1,958	)	-			NM				-1.7	%	NA
Corporate and other		539		579		-6.9	%		(17,299	)		(23,442	)		26.2	%	NM			NM
Total	$	634,457	$	504,832		25.7	%	$	154,085		$	137,078			12.4	%		24.3	%		27.2	%

________________

(1) The prior year operating results for CTU and AIUS were recast to reflect the transition of the Hippo Education institution from CTU to AIUS.

(2) USAHS includes results of operations beginning on the acquisition date of December 2, 2024. Operating income (loss) for the current quarter and year to date includes $7.1 million and $23.2 million, respectively, of depreciation and amortization expense associated with acquired tangible and intangible assets as well as finance leases.


	TOTAL STUDENT ENROLLMENTS
	As of September 30,
	2025		2024		% Change
CTU		32,000		30,000		6.7	%
AIUS		10,100		10,400		-2.9	%
USAHS (1)		4,420		-	NM
Total		46,520		40,400		15.1	%

______________

(1) Perdoceo completed the acquisition of USAHS on December 2, 2024.

Total student enrollments represent all students who are active as of the last day of the reporting period. Active students are defined as those students who are considered in attendance by participating in class related activities during the previous two weeks of the most recent academic term. Total student enrollments do not include learners participating in: a) non-degree seeking and professional development programs, and b) degree seeking, non-Title IV, self-paced programs at our universities.

CTU. Current quarter and year to date revenue increased by 4.3% or $4.8 million and 4.7% or $15.5 million, respectively, as compared to the prior year periods. The increase was driven by total student enrollment growth of 6.7% at September 30, 2025 as compared to the prior year quarter end. CTU's total student enrollment growth was supported by high levels of student retention and engagement, growth in the corporate student program and higher levels of prospective student interest.

Current quarter and year to date operating income for CTU increased by 6.7% or $3.0 million and 7.4% or $9.8 million, respectively, as compared to the prior year periods driven by the increase in revenue discussed above, which more than offset increased operating expenses.

AIUS. Current quarter revenue decreased slightly by 1.2% or $0.7 million as compared to the prior year period and remained relatively stable for the current year to date as compared to the prior year period. Total student enrollments decreased 2.9% at September 30, 2025, as compared to the prior year quarter end, driven by the academic calendar at AIUS that resulted in a lower number of enrollment days in the quarter as compared to prior year quarter.

Current quarter and year to date operating income for AIUS increased by 8.7% or $0.7 million and 10.6% or $3.1 million, respectively, as compared to the prior year period, driven by lower operating expenses as compared to the prior year periods.

USAHS. Revenue for the current quarter and year to date was approximately $38.0 million and $113.9 million, respectively. For the year-to-date period, USAHS reported operating losses of approximately $2.0 million, while reporting breakeven results for the current quarter. For the current quarter and year-to-date period, USAHS reported depreciation and amortization expenses of $7.1 million and $23.2 million, respectively, associated with acquired tangible and intangible assets, along with finance leases.

Corporate and Other. This category includes unallocated costs that are incurred on behalf of the entire company. Total Corporate and Other operating loss for the current quarter and year to date improved by 27.7% or $2.3 million and 26.2% or $6.1 million, respectively, as compared to the prior year periods, primarily due to lower acquisition-related expenses in both the current quarter and year to date as compared to the prior year periods.

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A detailed discussion of the accounting policies and estimates that we believe are most critical to our financial condition and results of operations that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties is included under the caption “Summary of Critical Accounting Policies and Estimates” included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. Note 2 “Summary of Significant Accounting Policies” of the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 also includes a discussion of these and other significant accounting policies.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

As of September 30, 2025, cash, cash equivalents, restricted cash and available-for-sale short-term investments (“cash balances”) totaled $668.6 million. Restricted cash as of September 30, 2025 was $21.3 million and primarily related to a letter of credit USAHS is required to maintain with the Department of Education. Our cash flows from operating activities have historically been adequate to fulfill our liquidity requirements. We have historically financed our operating activities, organic growth and

acquisitions primarily through cash generated from operations and existing cash balances. We expect to continue to generate cash during the remainder of 2025. We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, lease commitments, share repurchases and quarterly dividend payments through at least the next 12 months primarily with cash generated from operations and existing cash balances.

We maintain a balanced capital allocation strategy that focuses on maintaining a strong balance sheet and adequate liquidity, while (i) investing in organic projects at our universities, in particular technology-related initiatives which are designed to benefit our students, as well as real estate updates, and (ii) evaluating diverse strategies to enhance stockholder value, including acquisitions, quarterly dividend payments and share repurchases. Ultimately, our goal is to deploy resources in a way that drives long term stockholder value while supporting and enhancing the academic value of our institutions.

On July 31, 2025, the Board of Directors of the Company approved a new stock repurchase program for up to $75.0 million which commenced on July 31, 2025 and expires January 31, 2027. The new stock repurchase program replaced the previous stock repurchase program approved on February 20, 2024. The timing of purchases and the number of shares repurchased under the program is determined by the Company’s management and will depend on a variety of factors including stock price, trading volume and other general market and economic conditions, its assessment of alternative uses of capital, regulatory requirements and other factors.

During the year to date ended September 30, 2025, we repurchased 2.3 million shares of our common stock for $66.7 million at an average price of $29.07 per share, of which approximately 1.6 million shares of our common stock for approximately $46.1 million were purchased under the previous stock repurchase program. As of September 30, 2025, approximately $54.3 million was available under our current authorized stock repurchase program to repurchase outstanding shares of our common stock. Shares of stock repurchased under the program are held as treasury shares. These repurchased shares reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations.

On October 31, 2025 the Board of Directors declared a quarterly dividend of $0.15 per share, which will be paid on December 12, 2025 for holders of record of common stock as of November 28, 2025. Any decision to pay future cash dividends, however, will be made by the board of directors and depend on the Company’s available retained earnings, financial condition and other relevant factors. The Company expects quarterly dividend payments to be an integral and growing part of its balanced capital allocation strategy that also prioritizes investments in student support and technology projects, while also evaluating future acquisitions and share repurchases.

The discussion above reflects management’s expectations regarding liquidity; however, as a result of the significance of the Title IV Program funds received by our students, we are highly dependent on these funds to operate our business. Any reduction in the level of Title IV funds that our students are eligible to receive or any impact on timing or our ability to receive Title IV Program funds, or any requirement to post a significant letter of credit to the Department, may have a significant impact on our operations and our financial condition. In addition, our financial performance is dependent on the level of student enrollments which could be impacted by external factors. See Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Sources and Uses of Cash

Operating Cash Flows

During the years to date ended September 30, 2025 and 2024, net cash flows provided from operating activities totaled $185.1 million and $144.0 million, respectively. The increase in net cash flows from operating activities for the current year to date was primarily driven by increased operating income.

Our primary source of cash flows from operating activities is tuition collected from our students. Our students derive the ability to pay tuition costs through the use of a variety of funding sources, including, among others, federal loan and grant programs, state grant programs, private loans and grants, institutional payment plans, private and institutional scholarships and cash payments.

For further discussion of Title IV Program funding and other funding sources for our students, see Item 1, “Business - Student Financial Aid and Related Federal Regulation,” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Our primary uses of cash to support our operating activities include, among other things, cash paid and benefits provided to our employees for services, to vendors for products and services, to lessors for rents and operating costs related to leased facilities, to suppliers for textbooks and other institution supplies, and to federal, state and local governments for income and other taxes.

Investing Cash Flows

During the year to date ended September 30, 2025, net cash flows used in investing activities totaled $29.8 million compared to net cash flows provided by investing activities of $7.3 million for the prior year to date.

Purchases and Sales of Available-for-Sale Investments. Purchases and sales of available-for-sale investments resulted in a net cash outflow of $24.3 million for the current year to date as compared to a net cash inflow of $10.3 million for the prior year to date.

Capital Expenditures. Capital expenditures increased to $6.3 million for the year to date ended September 30, 2025 as compared to $3.0 million for the year to date ended September 30, 2024. For the full year 2025, we expect capital expenditures to be approximately 1.5% of revenue.

Business Acquisition. The Company received a working capital true up of $0.8 million from the former owners of USAHS in relation to the USAHS acquisition during the year to date ended September 30, 2025.

Financing Cash Flows

During the years to date ended September 30, 2025 and 2024, net cash flows used in financing activities totaled $106.3 million and $31.5 million, respectively. Payments to repurchase shares of our common stock were $66.7 million for the year to date ended September 30, 2025 and $6.8 million for the year to date ended September 30, 2024.

Payments of employee tax associated with stock compensation. Payments of employee tax associated with stock compensation were $7.5 million and $3.4 million for the years to date ended September 30, 2025 and 2024, respectively.

Payments of cash dividends and dividend equivalents. During the years to date ended September 30, 2025 and 2024, the Company made dividend and dividend equivalent payments of $27.4 million and $23.2 million, respectively.

Principal payments for finance leases and failed sale leaseback. During the year to date ended September 30, 2025, the Company made payments of $4.2 million for finance leases and a failed sale leaseback, both related to USAHS.

Earnout payments related to business acquisition. During the year to date ended September 30, 2025, the Company made cash earnout payments of $1.8 million related to the Coding Dojo acquisition.

Changes in Financial Position

Selected condensed consolidated balance sheet account changes from December 31, 2024 to September 30, 2025 were as follows (dollars in thousands):


	September 30,		December 31,
	2025		2024		% Change
ASSETS
CURRENT ASSETS:
Student receivables, net	$	41,302	$	22,807		81	%

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses - income taxes		10,670		4,926		117	%
Accrued expenses - other		16,295		21,239		-23	%
Deferred revenue		59,796		36,740		63	%
NON-CURRENT LIABILITIES:
Sale lease-back financing		56,878		-	NA
Construction financing		-		56,500		-100	%

Student receivables, net: The increase is driven by timing of student billings for academic terms at our universities.

Accrued expenses - income taxes: The increase primarily relates to amounts owed with respect to estimated payments of federal and state income tax for 2025.

Accrued expenses - other: The decrease primarily relates to cash and stock earnout payments for a previous acquisition.

Deferred revenue: The increase in deferred revenue is driven by timing of academic terms and related student billings.

Sale lease-back financing. The increase in sale lease-back financing liability is primarily due to the recategorization of construction financing upon lease commencement due to a failed sale leaseback transaction.

Construction financing. The decrease in construction financing liability is primarily due to the recategorization of the failed sale leaseback upon lease commencement.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks, primarily changes in interest rates. We use various techniques to manage our interest rate risk. We have no derivative financial instruments or derivative commodity instruments, and believe the risk related to cash equivalents and available-for-sale investments is limited due to the adherence to our investment policy, which focuses on capital preservation and liquidity. In addition, we use asset managers who conduct initial and ongoing credit analyses on our investment portfolio and monitor that investments are in compliance with our investment policy. Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments and may experience reduced investment earnings if the yields on investments deemed to be low risk remain low or decline.

Interest Rate Exposure

Our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell investments that have declined in market value due to changes in interest rates. At September 30, 2025, a 100 basis point increase or decrease in average interest rates applicable to our investments would not have had a material impact on our future earnings, fair values or cash flows.

Our financial instruments are recorded at their fair values as of September 30, 2025 and December 31, 2024. We believe that the exposure of our consolidated financial position and results of operations and cash flows to adverse changes in interest rates applicable to our investments is not significant.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We completed an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q (“Report”) under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the rules and forms provided by the U.S. Securities and Exchange Commission (“SEC”), and (ii) information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Note 9 “Contingencies” to our unaudited condensed consolidated financial statements is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, Item 1A “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 18, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 31, 2025, the Board of Directors of the Company approved a new stock repurchase program which authorizes the Company to repurchase up to $75.0 million of the Company’s outstanding common stock. See Note 12 “Stock Repurchase Program” to our unaudited condensed consolidated financial statements for further information.

The following table sets forth information regarding purchases made by us of shares of our common stock on a monthly basis during the year to date ended September 30, 2025:

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
December 31, 2024							$	47,106,022
January 1, 2025—January 31, 2025		-	$	-		-		47,106,022
February 1, 2025—February 28, 2025		350,000		25.81		350,000		38,065,303
March 1, 2025—March 31, 2025		941,657		25.17		635,000		21,894,476
April 1, 2025—April 30, 2025		-		-		-		21,894,476
May 1, 2025—May 31, 2025		240,000		31.11		240,000		14,422,532
June 1, 2025—June 30, 2025		410,000		32.74		410,000		990,720
July 1, 2025—July 31, 2025		-		-		-		75,000,000
August 1, 2025—August 31, 2025		545,000		30.89		545,000		58,154,087
September 1, 2025—September 30, 2025		115,000		33.07		115,000		54,348,316
Total		2,601,657				2,295,000

(1)

Includes 306,657 shares delivered back to the Company for payment of withholding taxes from employees for vesting restricted stock units pursuant to the terms of the Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan.

(2)

On July 31, 2025, the Board of Directors of the Company approved a new stock repurchase program of up to $75.0 million which commenced on July 31, 2025 and expires on January 31, 2027.

Item 5. Other Information

None

Item 6. Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the “Exhibit Index,” which is attached hereto and incorporated by reference herein.


	INDEX TO EXHIBITS
Exhibit Number	Exhibit	Incorporated by Reference to:

+31.1	Certification of CEO Pursuant to Rule 13a-14(a)

+31.2	Certification of CFO Pursuant to Rule 13a-14(a)

+32.1	Certification of CEO Pursuant to 18 U.S.C. 1350

+32.2	Certification of CFO Pursuant to 18 U.S.C. 1350

+101.INS	Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

+101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document

+104	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included in Exhibit 101)
	____
	* Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-Q
	+Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PERDOCEO EDUCATION CORPORATION

Date: November 4, 2025	By:	/s/ TODD S. NELSON
		Todd S. Nelson President and Chief Executive Officer (Principal Executive Officer)

Date: November 4, 2025	By:	/s/ ASHISH R. GHIA
		Ashish R. Ghia Senior Vice President and Chief Financial Officer (Principal Financial Officer)