UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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


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

For the quarterly period ended ~~September 30, 2017~~

March 31, 2024

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


☐			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: 001-36376

2U, INC.

(Exact name of registrant as specified in its charter)

~~Delaware~~

~~26-2335939~~

Delaware

26-2335939

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

7900 Harkins Road
~~Lanham, MD~~

Lanham,

20706

(Address of ~~principal executive offices)~~

Principal Executive Offices)

(Zip Code)

(301) 892-4350

(Registrant’s telephone number, including area code)

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, $0.001 par value per share

TWOU

The 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. x☒ Yes o☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). x☒ Yes o☐ 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”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filerx			☐		Accelerated filero		☒

Non-accelerated filer o	☐			Smaller reporting companyo		☐

		Emerging growth companyo	☐

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. o

☐

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

As of ~~November 2, 2017,~~April 30, 2024, there were ~~52,222,343~~84,159,626 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

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TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3 4

Item 1.	Financial Statements	3 4

Condensed Consolidated Balance Sheets ~~(unaudited)~~ as of ~~September 30, 2017~~March 31, 2024 (unaudited) and December 31, ~~2016~~ 2023		3 4

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~ 2023		4 5

Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity (unaudited) for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2024 and 2023		5

Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~ 2023		6 8

Notes to Condensed Consolidated Financial Statements (unaudited)		7 9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 39

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24 54

Item 4.	Controls and Procedures	25 55

PART II. OTHER INFORMATION		25 56

Item 1.	Legal Proceedings	25 56

Item 1A.	Risk Factors	26 56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28 89

Item 3.	Defaults Upon Senior Securities	28 89

Item 4.	Mine Safety Disclosures	28 89

Item 5.	Other Information	28 89

Item 6.	Exhibits	28 90

Signatures			30 91

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, ~~and~~ which are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, are forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. ~~Forward-looking statements~~Factors that may cause actual results to differ materially from current expectations include, ~~statements about:~~

·but are not limited to:

•trends in the higher education market and the market for online education, and expectations for growth in those markets;

•our ability to maintain minimum Recurring Revenue (as defined by the Second Amended Credit Agreement) or other financial ratios during required periods through the maturity date of our Second Amended Credit Agreement (as defined below);

•the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies;

•the impact of competition on our industry and innovations by competitors;

•our ability to comply with evolving regulations and legal obligations related to data privacy, data protection, artificial intelligence, and information security;

•our expectations about the potential benefits of our cloud-based software-as-a-service ~~(“SaaS”)~~ technology and technology-enabled services to university clients and students;

· ~~anticipated launch dates of~~

•our ~~graduate programs and short courses;~~

·dependence on third parties to provide certain technological services or components used in our platform;

•our expectations about the predictability, visibility and recurring nature of our business model;

•our ability to meet the anticipated launch dates of our offerings;

•our ability to acquire new ~~university~~ clients and expand our ~~graduate programs and short courses~~offerings with existing university clients;

•our ability to successfully integrate the operations of ~~Get Educated International Proprietary Limited, or GetSmarter,~~our acquisitions, including the edX Acquisition (as defined below), to achieve the expected benefits of ~~the acquisition~~our acquisitions and manage, expand and grow the combined company;

•our ability to refinance our indebtedness on attractive terms, if at all, to better align with our focus on profitability and address impending maturities and the impact any refinancing or related transaction may have on the price and trading of our common stock;

•our ability to regain compliance with the continued listing standards for listing of our common stock on the Nasdaq Global Select Market;

•our ability to service our substantial indebtedness and comply with the covenants and conversion obligations contained in the Indenture (as defined below) governing our Convertible Notes (as defined below) and the Second Amended Credit Agreement (as defined below) governing our term loan facilities;

•our ability to implement our platform strategy and achieve the expected benefits;

•our ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not impaired;

•our ability to execute our growth strategy ~~in the international, undergraduate~~including expansion internationally and ~~non-degree alternative markets;~~

·growing our enterprise business;

•our ability to continue to ~~acquire~~recruit prospective students for our ~~graduate programs and short courses;~~

·offerings;

•our ability to ~~affect~~maintain or increase student retention rates in our ~~graduate~~degree programs;

•our ~~growth strategy;~~

·ability to attract, hire and retain senior management and other key personnel;

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•our expectations about the scalability of our ~~cloud-based SaaS technology;~~

· ~~our expected expenses in future periods and their relationship to revenue;~~

·platform;

•potential changes in laws, regulations or guidance applicable to us or our university clients; ~~and~~

•our expectations regarding the amount of time ~~that we expect~~ our cash balances and other available financial resources towill be sufficient to fund our ~~operations.~~

operations;

•the impact and cost of stockholder activism;

•the potential negative impact of the significant decline in the market price of our common stock, including the impairment of goodwill and indefinite-lived intangible assets;

•the expected impact of our 2022 Strategic Realignment Plan, or similar performance improvement initiatives and the estimated savings and amounts expected to be incurred in connection therewith;

•the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) pandemic;

•our expectations regarding the effect of the Capped Call Transactions (as defined below) and actions of the option counterparties and/or their respective affiliates; and

•other factors beyond our control.

You should refer to the risks described in Part I,II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q ~~and in our Annual Report on Form 10-K for the year ended December 31, 2016~~ for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified ~~timeframe,~~time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In this Quarterly Report on Form 10-Q, the terms “2U,” “our company,” “we,” “us,” and “our” refer to 2U, Inc. and its subsidiaries, unless the context indicates otherwise.

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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

2U, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	March 31, 2024		December 31, 2023
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	124,728	$	60,689
Restricted cash	12,710		12,710
Accounts receivable, net	67,235		115,944
Other receivables, net	24,196		28,293
Prepaid expenses and other assets	30,521		33,828
Total current assets	259,390		251,464
Other receivables, net, non-current	14,955		12,507
Property and equipment, net	37,978		40,233
Right-of-use assets	61,813		63,986
Goodwill	650,008		651,498
Intangible assets, net	357,078		371,198
Other assets, non-current	51,715		68,797
Total assets	$	1,432,937	$	1,459,683
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	114,000	$	103,378
Deferred revenue	102,286		81,949
Lease liability	14,472		15,158
Accrued restructuring liability	7,409		14,506
Other current liabilities	46,598		44,348
Total current liabilities	284,765		259,339
Long-term debt	898,416		896,514
Deferred tax liabilities, net	317		323
Lease liability, non-current	79,724		83,297
Other liabilities, non-current	1,137		1,165
Total liabilities	1,264,359		1,240,638
Commitments and contingencies (Note 5)
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued	—		—
Common stock, $0.001 par value, 200,000,000 shares authorized, 83,644,026 shares issued and outstanding as of March 31, 2024; 82,260,619 shares issued and outstanding as of December 31, 2023	84		83
Additional paid-in capital	1,747,529		1,741,657
Accumulated deficit	(1,552,228)		(1,497,579)
Accumulated other comprehensive loss	(26,807)		(25,116)
Total stockholders’ equity	168,578		219,045
Total liabilities and stockholders’ equity	$	1,432,937	$	1,459,683

See accompanying notes to condensed consolidated financial statements.

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2U, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited, in thousands, except share and per share amounts)

September 30,
2017

December 31,
2016

Assets

Current assets

Cash and cash equivalents

$
202,434

$
168,730

Accounts receivable, net

42,332

7,860

Prepaid expenses and other assets

12,950

8,108

Total current assets

257,716

184,698

Property and equipment, net

45,025

15,596

Goodwill

67,600

—

Amortizable intangible assets, net

84,795

34,131

Prepaid expenses and other assets, non-current

21,214

9,895

Total assets

$
476,350

$
244,320

Liabilities and stockholders’ equity

Current liabilities

Accounts payable and accrued expenses

$
32,496

$
14,724

Accrued compensation and related benefits

15,031

16,491

Deferred revenue

16,628

3,137

Other current liabilities

9,795

6,717

Total current liabilities

73,950

41,069

Non-current lease-related liabilities

17,626

7,620

Deferred government grant obligations

3,500

—

Deferred tax liabilities, net

9,602

—

Other non-current liabilities

2,160

394

Total liabilities

106,838

49,083

Commitments and contingencies (Note 6)

Stockholders’ equity

Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued

—

—

Common stock, $0.001 par value, 200,000,000 shares authorized, 52,136,056 shares issued and outstanding as of September 30, 2017; 47,151,635 shares issued and outstanding as of December 31, 2016

52

47

Additional paid-in capital

579,422

371,455

Accumulated deficit

(206,345
)
(176,265
)
Accumulated other comprehensive loss

(3,617
)
—

Total stockholders’ equity

369,512

195,237

Total liabilities and stockholders’ equity

$
476,350

$
244,320


	Three Months Ended March 31,
	2024		2023
Revenue	$	198,377	$	238,504
Costs and expenses
Curriculum and teaching	31,052		32,840
Servicing and support	25,511		36,109
Technology and content development	34,995		45,484
Marketing and sales	89,712		100,175
General and administrative	39,702		39,250
Restructuring charges	4,727		4,875

Total costs and expenses	225,699		258,733
Loss from operations	(27,322)		(20,229)
Interest income	577		365
Interest expense	(19,267)		(17,957)
Debt modification expense and loss on debt extinguishment	—		(16,735)
Other (expense) income, net	(8,404)		607
Loss before income taxes	(54,416)		(53,949)
Income tax expense	(233)		(113)
Net loss	$	(54,649)	$	(54,062)
Net loss per share, basic and diluted	$	(0.65)	$	(0.68)
Weighted-average shares of common stock outstanding, basic and diluted	83,448,101		79,310,434
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of $0 for all periods presented	(1,691)		(3,303)
Comprehensive loss	$	(56,340)	$	(57,365)

See accompanying notes to condensed consolidated financial statements.

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2U, Inc.

Condensed Consolidated Statements of ~~Operations and Comprehensive Loss~~

Changes in Stockholders’ Equity

(unaudited, in thousands, except share ~~and per share~~ amounts)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Revenue

$
70,250

$
51,960

$
200,074

$
148,514

Costs and expenses

Curriculum and teaching

1,792

—

1,792

—

Servicing and support

12,939

10,351

37,322

30,123

Technology and content development

12,735

8,670

33,080

24,787

Marketing and sales

41,311

28,165

113,223

79,304

General and administrative

17,227

11,569

44,821

32,960

Total costs and expenses

86,004

58,755

230,238

167,174

Loss from operations

(15,754
)
(6,795
)
(30,164
)
(18,660
)
Interest income

18

37

267

220

Interest expense

(36
)
—

(37
)
(35
)
Other income (expense), net

59

—

(972
)
—

Loss before income taxes

(15,713
)
(6,758
)
(30,906
)
(18,475
)
Income tax benefit

974

—

974

—

Net loss

$
(14,739
)
$
(6,758
)
$
(29,932
)
$
(18,475
)
Net loss per share, basic and diluted

$
(0.30
)
$
(0.14
)
$
(0.62
)
$
(0.40
)
Weighted-average shares of common stock outstanding, basic and diluted

48,961,914

46,903,628

47,962,201

46,453,480

Other comprehensive loss

Foreign currency translation adjustments, net of tax of $0 for all periods presented

(3,617
)
—

(3,617
)
—

Comprehensive loss

$
(18,356
)
$
(6,758
)
$
(33,549
)
$
(18,475
)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2023	82,260,619	$	83	$	1,741,657	$	(1,497,579)	$	(25,116)	$	219,045
Issuance of common stock in connection with employee stock purchase plan	627,663	—		661		—		—		661
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	755,744	1		(113)		—		—		(112)

Stock-based compensation expense	—	—		5,324		—		—		5,324
Net loss	—	—		—		(54,649)		—		(54,649)
Foreign currency translation adjustment	—	—		—		—		(1,691)		(1,691)
Balance, March 31, 2024	83,644,026	$	84	$	1,747,529	$	(1,552,228)	$	(26,807)	$	168,578

See accompanying notes to condensed consolidated financial statements.

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2U, Inc.

Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity

(unaudited, in thousands, except share amounts)

Additional

Accumulated

Total

Common Stock

Paid-In

Accumulated

Other

Stockholders’

Shares

Amount

Capital

Deficit

Comprehensive Loss

Equity

Balance, December 31, 2016

47,151,635

$
47

$
371,455

$
(176,265
)
$
—

$
195,237

Cumulative-effect of accounting change (Note 2)

—

—

148

(148
)
—

—

Balance, December 31, 2016, adjusted

47,151,635

47

371,603

(176,413
)
—

195,237

Exercise of stock options

485,146

—

4,118

—

—

4,118

Issuance of common stock in connection with settlement of restricted stock units, net of withholdings

451,775

1

(1,310
)
—

—

(1,309
)
Issuance of common stock, net of issuance costs

4,047,500

4

189,474

—

—

189,478

Stock-based compensation expense

—

—

15,537

—

—

15,537

Net loss

—

—

—

(29,932
)
—

(29,932
)
Foreign currency translation adjustment

—

—

—

—

(3,617
)
(3,617
)
Balance, September 30, 2017

52,136,056

$
52

$
579,422

$
(206,345
)
$
(3,617
)
$
369,512


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2022	78,334,666	$	78	$	1,700,855	$	(1,179,972)	$	(19,445)	$	501,516
Issuance of common stock in connection with employee stock purchase plan	207,160	1		1,176		—		—		1,177
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	1,047,765	1		(362)		—		—		(361)
Exercise of stock options	17,166	—		110		—		—		110
Stock-based compensation expense	—	—		14,563		—		—		14,563
Net loss	—	—		—		(54,062)		—		(54,062)
Foreign currency translation adjustment	—	—		—		—		(3,303)		(3,303)
Balance, March 31, 2023	79,606,757	$	80	$	1,716,342	$	(1,234,034)	$	(22,748)	$	459,640

See accompanying notes to condensed consolidated financial statements.

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2U, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

Nine Months Ended
September 30,

2017

2016

Cash flows from operating activities

Net loss

$
(29,932
)
$
(18,475
)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

13,318

7,060

Stock-based compensation expense

15,537

11,593

Changes in operating assets and liabilities:

Increase in accounts receivable, net

(33,915
)
(19,999
)
Increase in prepaid expenses and other assets

(1,638
)
(316
)
Increase in accounts payable and accrued expenses

6,101

2,810

(Decrease) increase in accrued compensation and related benefits

(1,447
)
386

Increase in deferred revenue

11,723

421

(Increase) decrease in payments to university clients

(12,146
)
1,320

Increase in other liabilities, net

5,349

778

Other

971

—

Net cash used in operating activities

(26,079
)
(14,422
)
Cash flows from investing activities

Purchase of a business, net of cash acquired

(97,102
)
—

Purchases of property and equipment

(20,924
)
(3,665
)
Additions of amortizable intangible assets

(16,383
)
(12,493
)
Net cash used in investing activities

(134,409
)
(16,158
)
Cash flows from financing activities

Proceeds from issuance of common stock, net of offering costs

189,917

—

Proceeds from exercise of stock options

4,118

4,324

Proceeds from debt

4,033

—

Payments on debt

(1,517
)
—

Tax withholding payments associated with settlement of restricted stock units

(1,310
)
(378
)
Other

—

(168
)
Net cash provided by financing activities

195,241

3,778

Effect of exchange rate changes on cash

(1,049
)
—

Net increase (decrease) in cash and cash equivalents

33,704

(26,802
)
Cash and cash equivalents, beginning of period

168,730

183,729

Cash and cash equivalents, end of period

$
202,434

$
156,927


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net loss	$	(54,649)	$	(54,062)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash interest expense	3,283		3,532
Depreciation and amortization expense	24,686		30,020
Stock-based compensation expense	5,324		14,563
Non-cash lease expense	4,162		4,457


Provision for credit losses	2,873		2,497
Loss on debt extinguishment	—		12,123
Loss on sale of receivables	8,120		—
Other	284		(598)
Changes in operating assets and liabilities:
Accounts receivable, net	39,186		(11,455)
Other receivables, net	(310)		947
Prepaid expenses and other assets	20,025		(1,213)
Accounts payable and accrued expenses	2,395		11,158
Deferred revenue	20,583		24,674
Other liabilities, net	(3,713)		(9,165)
Net cash provided by operating activities	72,249		27,478
Cash flows from investing activities

Additions of amortizable intangible assets	(7,134)		(10,586)
Purchases of property and equipment	(176)		(1,222)



Net cash used in investing activities	(7,310)		(11,808)
Cash flows from financing activities
Proceeds from debt	—		239,223
Payments on debt	(1,376)		(321,078)
Prepayment premium on extinguishment of senior secured term loan facility	—		(5,666)
Payment of debt issuance costs	—		(2,867)
Tax withholding payments associated with settlement of restricted stock units	(112)		(361)
Proceeds from exercise of stock options	—		110
Proceeds from employee stock purchase plan share purchases	661		1,176
Net cash used in financing activities	(827)		(89,463)
Effect of exchange rate changes on cash	(73)		501
Net increase (decrease) in cash, cash equivalents and restricted cash	64,039		(73,292)
Cash, cash equivalents and restricted cash, beginning of period	73,399		182,578
Cash, cash equivalents and restricted cash, end of period	$	137,438	$	109,286

See accompanying notes to condensed consolidated financial statements.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1.Organization

2U, Inc. (together with its subsidiaries, the “Company”) is a leading online education platform company. The Company’s mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their educational offerings online at scale.

The Company provides 86 million people worldwide with access to world-class education in partnership with 260 top-ranked global universities and other leading organizations. Through edX, its education consumer marketplace, the Company offers more than 4,600 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, professional certificates as well as undergraduate and graduate degree programs.

The Company’s offerings cover a wide range of topics including artificial intelligence, business, healthcare, education, and social work, and provide learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. The Company’s platform provides its clients with the digital infrastructure to launch world-class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location.

The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment.

The Company’s Degree Program Segment provides the technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus.

The Company’s Alternative Credential Segment provides premium online open courses, executive education programs, technical, and skills-based boot camps through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, the Company also sells to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces.

2. Significant Accounting Policies

Basis of Presentation and ~~Recent Accounting Pronouncements~~

~~2U, Inc. (the “Company”) provides an integrated solution comprised~~Principles of cloud-based software-as-a-service (“SaaS”), fused with technology-enabled services (together, the “Platform”), that allows leading colleges and universities to deliver high-quality digital graduate programs and short courses, extending the universities’ reach and distinguishing their brands. The Company’s SaaS technology consists of (i) a comprehensive learning environment, which acts as the hub for all student and faculty academic and social interaction, and (ii) a comprehensive suite of integrated applications, which the Company uses to launch, operate and support the graduate programs it enables. The Company also provides a suite of technology-enabled services optimized with data analysis and machine learning techniques that support the complete lifecycle of a higher education program, including attracting students, advising prospective students through the admissions application process, providing technical, success coaching and other ~~support, facilitating accessibility to individuals with disabilities, and facilitating in-program field placements.~~

~~On July 1, 2017, the Company completed its acquisition of all of the outstanding equity interests of~~ Get Educated International Proprietary Limited (“GetSmarter”), a leader in collaborating with universities to offer premium online short courses to working professionals. The acquisition will enable the Company to expand its total addressable market by offering short course certificates to students not seeking a full graduate degree and to provide a better product-market fit for international audiences. As a result of the acquisition of GetSmarter, the Company now manages its operations in two operating segments: the Graduate Program Segment and the Short Course Segment. See Note 3 for further information on the GetSmarter acquisition.

~~Basis of Presentation~~

Consolidation

The accompanying unaudited condensed consolidated financial statements, which include the assets, liabilities, results of operations and cash flows of the Company have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities ~~and~~ Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the Securities and Exchange Commission ~~(“SEC”~~(the “SEC”). ~~They include the assets, liabilities, results of operations and cash flows of the Company, including~~ ~~its wholly owned subsidiaries.~~ As permitted under such rules, certain notes and other financial information normally required by U.S. GAAP have been condensed or omitted. The Company believes the ~~accompanying~~ condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2023. All significant intercompany accounts and transactions have been eliminated in consolidation.

The ~~year-end~~ condensed consolidated balance sheet data as of December 31, 2023 was derived from the audited financial statements, but does not include all disclosures required by ~~GAAP.~~

~~Reclassifications~~

U.S. GAAP on an annual reporting basis.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Going Concern

At each annual and interim period, the Company evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The evaluation is based on relevant conditions or events that are known or reasonably knowable at the date that the consolidated financial statements are issued.

Pursuant to the Second Amended Credit Agreement, as defined in Note 8, if more than $40 million of the Company’s 2025 Notes, as defined below, remain outstanding on January 30, 2025, the maturity date of the outstanding term loan balance of $372.4 million springs forward to January 30, 2025.

The Second Amended Credit Agreement also contains a financial covenant that requires the Company to maintain $900 million minimum Recurring Revenues (as defined by the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters. As of March 31, 2024, the Company was in compliance with this covenant and Recurring Revenues exceeded the minimum Recurring Revenue amount by $5.8 million. Management cannot provide assurance that minimum Recurring Revenues will be achieved by the Company in future periods. Based on the Company’s current outlook, it believes Recurring Revenues for the four consecutive quarters ending June 30, 2024 will be less than $900 million. If the Company is unable to comply with this financial covenant and is otherwise unable to cure or obtain a waiver related to this covenant, the obligations under the Second Amended Credit Agreement could accelerate. Refer to Note 8 for further information about the Company’s debt.

On March 14, 2024, the Company received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) that it had failed to comply with Nasdaq’s minimum bid price requirement. In accordance with Nasdaq rules, the Company has a period of 180 calendar days, or until September 10, 2024 (the “Compliance Period”) to regain compliance with the minimum bid price requirement. If the Company fails to regain compliance by September 10, 2024, it may be eligible for a second 180 calendar day compliance period. The Company can regain compliance at any time during the Compliance Period if the Common Stock has ~~reclassified capitalized technology~~a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days (unless the staff of Nasdaq exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)). If the Company fails to regain compliance in a timely manner, the delisting of the Company’s common stock would constitute a “fundamental change” under the terms of (i) the 2025 Notes and ~~content development,~~(ii) the 2030 Notes (together with the 2025 Notes, the “Convertible Notes”), whereupon holders of the Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes at a purchase price equal to the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. The Company is evaluating options for regaining compliance with the minimum bid price requirement, including by effecting a reverse stock split.

The Company’s ability to continue as ~~well~~a going concern is dependent on refinancing its debt or raising capital to reduce its debt in the short term and regaining compliance with the Nasdaq’s minimum bid price requirements or obtaining a waiver related to the fundamental change provisions of the Convertible Notes. If it is unable to complete the foregoing, the Company likely would not have sufficient cash on hand or available liquidity to meet its debt obligations as ~~other amortizable intangible assets, into amortizable intangible assets, net~~they become due. The Company is currently evaluating options to refinance its debt in the short term; however, there can be no assurance that such financing would be available to the Company on favorable terms or at all. Given these factors, substantial doubt exists about the Company’s ability to continue as a going concern within one year from the date that the consolidated financial statements are issued.

The accompanying condensed consolidated ~~balance sheets~~financial statements have been prepared on a going concern basis, which assumes the Company will be able to continue as a going concern and contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of ~~cash flows. In addition, certain other prior period~~this uncertainty, nor do they include adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts inand classifications of liabilities that might be necessary should the ~~condensed consolidated balance sheets and condensed consolidated statements of cash flows have been reclassified~~Company be unable to conform to the current period’s presentation. These reclassifications had no impact on total assets, total liabilities, total operating activities or total investing activities previously reported for any periods presented.

continue as a going concern.

Use of Estimates

The preparation of ~~the~~ condensed consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.

~~Recent Accounting Pronouncements~~

~~In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04,~~ ~~Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~~~, which eliminates step two from the goodwill impairment test and requires an entity to recognize an impairment charge for the amount by which the~~

Fair Value Measurements

The carrying ~~amount~~amounts of a reporting unit exceeds its fair value, up to the amount of goodwill allocated to that reporting unit. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact that this standard will have on its consolidated financial position or related disclosures.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~~~, which revises the definition of a business and provides new guidance in evaluating when a set of transferred~~certain assets and ~~activities~~liabilities, including cash and cash equivalents, receivables, advances to university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a ~~business. The amendments~~liability in ~~this ASU are effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company early adopted this ASU in~~an orderly transaction between market participants at the ~~third quarter of 2017, in connection with the acquisition of GetSmarter.~~

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash~~, a consensus of the FASB Emerging Issues Task Force. The ASU requires companies to explain the changes in the combined total of restricted and unrestricted cash balances in the statement of cash flows. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, with early adoption permitted. Adoption of the ASU is retrospective to each prior period presented. The Company early adopted this ASU in the second quarter of 2017. Adoption of this standard did not have a material impact on the presentation of prior periods.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~. The ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice surrounding how certain transactions are classified in the statement of cash flows. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the effect that this standard will have on its consolidated statements of cash flows and related disclosures.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Compensation~~ ~~—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~. The ASU simplifies various aspects related to the accounting and presentation of share-based payments. The guidance also allows employers to withhold shares to satisfy minimum statutory withholding requirements up to the employees’ maximum individual tax rate without causing the award to be classified as a liability. Additionally, the guidance stipulates that cash paid by an employer to a taxing authority when directly withholding shares for tax withholding purposes should be classified as a financing activity on the statement of cash flows, and allows companies to elect an accounting policy to either estimate the share-based award forfeitures (and expense) or account for forfeitures (and expense) as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016. The Company adopted this ASU on January 1, 2017. In connection with the adoption of this standard, the Company elected to no longer apply an estimated forfeiture rate and will instead account for forfeitures as they occur. Accordingly, the Company applied the modified retrospective adoption approach, which resulted in a $0.1 million cumulative-effect reduction to retained earnings with an offset to additional paid-in-capital.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The ASU introduces a model for lessees requiring most leases to be reported on the balance sheet. Lessor accounting remains substantially similar to current U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the effect that this ASU will have on its consolidated financial position and related disclosures, and believes that this standard may materially increase its other non-current assets and non-current liabilities on the consolidated balance sheets in order to record right-of-use assets and related liabilities for its existing operating leases.

~~In August 2014, the FASB issued ASU No. 2014-15,~~ ~~Presentation of Financial Statements~~ ~~— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~. The ASU requires that an entity’s management evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after themeasurement date, that the financial statements are issued. The amendments in this ASU are effective for annual reporting periods ending after December 15, 2016. The Company adopted this ASU on January 1, 2017. Adoption of this standard did not have a material impact on the Company’s financial reporting process.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB deferred the mandatory effective date of this ASU by one year from January 1, 2017 to January 1, 2018. Early application is permitted, but not prior to the original effective date of January 1, 2017. Subsequently, the FASB has issued the following standards related to ASU No. 2014-09: ASU No. 2016-08, ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations~~~~; ASU No. 2016-10,~~ ~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~~~; ASU No. 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients~~~~; and ASU~~

~~No. 2016-20,~~ ~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~. The Company must adopt ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12 and ASU No. 2016-20 with ASU No. 2014-09 (collectively, the “new revenue standard”). The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. While we are still in the process of finalizing our assessment, primarily related to costs associated with revenue and revenue related to the Company’s Short Course Segment (established in July 2017 in connection with the Company’s acquisition of GetSmarter), the Company has concluded that the impact of the new revenue standard related to its Graduate Program Segment will not have a material impact on the amount and timing of revenue recognized. The Company will adopt the new revenue standard on January 1, 2018 and will determine the method of adoption in part based on the Company’s ~~completion~~principal or, in the absence of ~~its overall assessment.~~

2.~~Summary~~a principal, most advantageous, market for the specific asset or liability.

U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of ~~Significant Accounting Policies~~

~~Business Combinations~~

impairment charges. The ~~purchase price of an acquisition is allocated to the~~Company remeasures non-financial assets ~~acquired, including~~such as goodwill, intangible assets and other long-lived assets at fair value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. Refer to Note 3 for further discussion of assets measured at fair value on a nonrecurring basis. The three tiers are defined as follows:

•Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities ~~assumed,~~in active markets;

•Level 2—Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

•Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The Company has financial instruments, including cash deposits, receivables, accounts payable and debt. The carrying values for such financial instruments, other than the Company’s convertible senior notes, each approximated their ~~respective~~ fair values ~~at the acquisition date. Acquisition-related costs are expensed~~ as ~~incurred. The excess~~ of ~~the cost of an acquired entity of the net of the amounts assigned~~March 31, 2024 and December 31, 2023. Refer to ~~the assets acquired and liabilities assumed is recognized as goodwill. The net assets and results of operations of an acquired entity are included in~~Note 8for more information regarding the Company’s ~~condensed consolidated financial statements from the acquisition date.~~

~~Goodwill~~

convertible senior notes.

Goodwill ~~is the excess of purchase price over the fair value of identified net assets of the business acquired.~~ and Other Indefinite-lived Intangible Assets

The Company reviews goodwill ~~at least~~and other indefinite-lived intangible assets for impairment annually, as of October 1, ~~for possible impairment. Goodwill is reviewed for possible impairment between annual tests~~and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of ~~the reporting unit~~goodwill or an indefinite-lived asset below its carrying value.

Goodwill

Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The Company tests ~~its~~ goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company initially assesses qualitative factors to determine if it is necessary to perform ~~the two-step~~a quantitative goodwill impairment review. The Company ~~will review its~~reviews goodwill for impairment using ~~the two-step process~~a quantitative approach if it decides to bypass the qualitative assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on ~~its~~a qualitative assessment. Upon ~~the~~ completion of ~~the two-step process,~~a quantitative assessment, the Company may be required to recognize an impairment based on the difference between the carrying value and the fair value of the ~~goodwill recorded.~~

~~Concentration~~reporting unit.

Table of ~~Credit Risk~~

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2U, Inc.

Notes to Condensed Consolidated Financial ~~instruments that subject~~Statements (Continued)

(unaudited)

During the second quarter of 2023, the Company completed the update of its internal financial reporting structure to better align with the executive structure following the 2022 Strategic Realignment. As a result of this update, the Company’s three reporting units within the Alternative Credential Segment (Executive Education, Boot Camp, and Open Courses) were combined into a single reporting unit (Alternative Credential). The Degree Program Segment continues to have one reporting unit (Degree Program). The Company performed impairment assessments before and after the change in reporting units. Refer to the Interim Impairment Assessments section below for further information regarding the results of these assessments.

The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based approaches.

The income-based approach requires the Company to make significant ~~concentrations~~assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of ~~credit risk consist~~revenue and margins. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns.

In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value.

Other Indefinite-lived Intangible Assets

In November 2021, the Company acquired an indefinite-lived intangible asset, which represented the established edX trade name. The Company concluded that due to changes in facts and circumstances, effective July 1, 2023, the edX trade name should no longer have an indefinite useful life. The Company began amortizing the edX trade name on a straight-line basis over its estimated remaining useful life of 25 years.

The Company determined the fair value of its indefinite-lived asset utilizing the income-based approach. The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, forecasts of revenue and margins, and royalty rates. When determining these assumptions and preparing these estimates, the Company considers historical results and current operating trends, revenue, profitability, cash flow results and ~~cash equivalents~~forecasts, and ~~accounts receivable. All~~industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, the continued efforts of competitors to gain market share and prospective student enrollment patterns.

Interim Impairment Assessments

During the second quarter of 2023, the Company experienced a significant decline in its market capitalization, which management deemed to be a triggering event related to the Company’s goodwill and indefinite-lived intangible asset. In addition, as a result of the change in the Company’s ~~cash is held at financial institutions that management believes to be~~reporting units in the second quarter of ~~high credit quality. The Company’s bank accounts exceed federally insured limits at times.~~2023, the Company performed interim impairment assessments before and after the change in reporting units. The Company ~~has not experienced any losses on cash to date. To manage accounts receivable risk,~~performed these interim impairment assessments as of May 1, 2023.

For the quantitative interim impairment assessment performed as of May 1, 2023, before the change in reporting units, management determined the carrying value of the Open Courses reporting unit and the carrying value of an indefinite-lived intangible asset, both within the Alternative Credential Segment, exceeded their respective estimated fair value. As a result, during the three months ended June 30, 2023, the Company ~~maintains an allowance for doubtful accounts, if needed.~~

recorded impairment charges of $16.7 million to goodwill, all of which related to the Open Courses reporting unit, and $117.4 million to the indefinite-lived intangible asset. These charges are included within operating expense on the Company’s condensed consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more.

For the interim impairment assessment performed as of May 1, 2023, after the change in reporting units, management determined it was not more likely than not that the fair values of the Degree Program reporting unit and the Alternative Credential reporting unit were less than their respective carrying amounts. As such, the Company concluded that the goodwill relating to those reporting units was not impaired and further quantitative impairment assessment was not necessary.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

During the third quarter of ~~2017, four university~~ ~~clients each accounted for 10% or more of~~2023, the ~~Graduate Program Segment’s revenue,~~Company experienced a significant decline in its market capitalization, which management deemed to be a triggering event related to the Company’s goodwill. The Company performed a quantitative interim impairment assessment as follows: $19.6 million, $10.8 million, $7.2 million and $7.1 million, which equals 28%, 15%, 10% and 10% of the segment’s total revenue, respectively. During the third quarter of 2016, three university clients each accounted for 10% or more of the Graduate Program Segment’s revenue, as follows: $18.4 million, $8.7 million and $5.5 million, which equals 35%, 17% and 11% of the segment’s total revenue, respectively.

~~During the first nine months of 2017, four university~~ clients each accounted for 10% or more of the Graduate Program Segment’s revenue, as follows: $58.4 million, $34.6 million, $21.0 million and $20.3 million, which equals 30%, 17%, 11% and 10% of the segment’s total revenue, respectively. During the first nine months of 2016, three university clients each accounted for 10% or more of the Graduate Program Segment’s revenue, as follows: $53.9 million, $25.5 million and $15.8 million, which equals 36%, 17% and 11% of the segment’s total revenue, respectively.

As of September 30, ~~2017, three university~~ ~~clients~~2023. The estimated fair value of each ~~accounted for 10% or more~~ of the ~~Graduate Program Segment’s accounts receivable balance,~~Company’s reporting units exceeded their respective carrying value by more than 10%. Based on the qualitative assessment performed as ~~follows: $14.4 million, $6.7 million and $6.4 million, which equals 34%, 16% and 15%~~of October 1, 2023, the date of the ~~segment’s total accounts receivable, respectively. As~~annual goodwill impairment assessment, the Company had no reporting units whose estimated fair value exceeded their carrying value by less than 10%.

During the fourth quarter of 2023, the Company experienced a significant decline in its market capitalization. In addition, the Company made updates to certain long-term financial projections. Management deemed these factors to be triggering events related to the Company’s goodwill. The Company performed a quantitative interim impairment assessment as of December 31, ~~2016, two university clients~~2023 and determined the carrying value of its Alternative Credential reporting unit exceeded its estimated fair value. As a result, during the three months ended December 31, 2023, the Company recorded impairment charges of $62.8 million to goodwill. This charge is included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of the Degree Program reporting unit exceeded its carrying value by more than 10%.

It is possible that future changes in circumstances, such as a decline in our market capitalization, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of our reporting units, could require us to record additional impairment charges in the future.

For each of the interim impairment assessments, the Company utilized a weighted combination of an income-based approach and market-based approach to determine the fair value of each reporting unit and an income-based approach to determine the fair value of its indefinite-lived intangible asset. Key assumptions used in the income-based approach included discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment, terminal growth rates, forecasts of revenue and margins, and royalty rates. The income-based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements, as defined in the Fair Value Measurements section above. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result.

Convertible Senior Notes

In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private offering. Refer to Note 8 for more information regarding the 2025 Notes.

In January 2023, the Company issued 4.50% convertible senior notes due February 1, 2030 (the “2030 Notes”) in an aggregate principal amount of $147.0 million in a private offering. Refer to Note 8 for more information regarding the 2030 Notes.

Pursuant to ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the Company’s convertible senior notes are accounted for ~~10% or more~~as a single instrument.

Debt Issuance Costs

Debt issuance costs are incurred as a result of entering into certain borrowing transactions and are presented as a reduction from the carrying amount of the ~~Graduate Program Segment’s accounts receivable~~debt liability on the Company’s consolidated balance ~~as follows: $5.8 million and $1.4 million, which equals 74% and 17%~~sheets. Debt issuance costs are amortized over the term of the ~~segment’s total accounts receivable, respectively.~~

~~During the third quarter and first nine months~~associated debt instrument. The amortization of ~~2017, Short Course Segment revenue associated with two university~~ ~~clients each accounted for 10% or more~~debt issuance costs is included as a component of ~~the segment’s total revenue, as follows: $2.4 million and $1.1 million, which equals 56% and 26% of the segment’s total revenue, respectively.~~

~~Government Grants~~

~~Government grants awarded to the Company in the form of forgivable loans are recorded as deferred government grant obligations within long-term liabilities~~interest expense on the ~~condensed consolidated balance sheets until all contingencies are resolved and the grant is~~ ~~determined to be realized.~~

~~Income Taxes~~

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent that it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations; this evaluation is made on an ongoing basis. In the event the Company was to determine that it was able to realize net deferred income tax assets in the future in excess of their net recorded amount, the Company would record an adjustment to the valuation allowance, which would reduce the provision for income taxes.

~~Revenue Recognition~~

~~Consistent with the~~ Company’s revenue recognition policy related to the Graduate Program Segment, revenue related to the Short Course Segment is recognized when all of the following conditions are met: (i) persuasive evidence of an arrangement exists, (ii) rendering of services is complete, (iii) fees are fixed or determinable and (iv) collection of fees is reasonably assured. Please refer to Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2017, for the significant accounting policy on revenue recognition of the Graduate Program Segment.

With respect to the Company’s Graduate Program Segment, the Company recognizes revenue based on its share of net program proceeds from its university clients. With respect to the Company’s Short Course Segment, the Company derives its revenue from providing premium online short courses to working professionals. A portion of revenues is shared with the university clients, in the form of a royalty, for providing the content and certifying the course. The Company has determined that it is the principal in this arrangement as the Company is the entity that has promised to provide the short course to the student. Therefore, revenues for the Short Course Segment reflect gross proceeds from students and the university client royalty amounts are recorded as an expense within curriculum and teaching on the condensed consolidated statements of operations and comprehensive loss.

~~Foreign Currency Translation~~

~~For~~ If the ~~portion~~Company extinguishes debt prior to the end of the Company’s non-U.S. business where the local currency is the functional currency, operating results are translated into U.S. dollars using the average rate of exchange for the period, and assets and liabilities are converted at the closing rates on the period end date. Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholder’s equity and comprehensive loss.

~~For any transaction that is in a currency different from the entity’s functional currency, the Company records a gain~~underlying instrument’s full term, some or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

~~Non-cash Investing and Financing Activities~~

During the first nine months of 2017, the Company had new capital asset additions of $49.6 million, which was comprised of $25.0 million of leasehold improvements, $17.0 million in capitalized technology and content development and $7.6 million of other property and equipment. The $49.6 million increase consisted of $37.3 million in cash capital expenditures, with the remainder primarily comprised of landlord funded leasehold improvements.

During the first nine months of 2016, the Company had new capital asset additions of $18.4 million, which was primarily comprised of $4.4 million of leasehold improvements and $13.0 million in capitalized technology and content development. The $18.4 million increase consisted of $16.2 million in cash capital expenditures, with the remainder primarily comprised of landlord funded leasehold improvements.

3.~~Business Combination~~

~~On July 1, 2017, the Company, through a wholly owned subsidiary (“2U South Africa”), completed its acquisition of~~ all of the ~~outstanding equity interests~~unamortized debt issuance costs may need to be written off, and a loss on extinguishment may need to be recognized. Refer to Note 8 for further information about the Company’s debt.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of ~~GetSmarter pursuant~~the Effects of Reference Rate Reform on Financial Reporting. This ASU is intended to ~~a Share Sale Agreement, dated~~provide optional expedients and exceptions for

Table of Contents

2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the potential accounting and financial reporting burden associated with the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of ~~May 1, 2017 (the “Share Sale Agreement”)~~the beginning of any interim period that includes its effective date (i.e., as amended by an addendum, dated as of June 29, 2017, for a net purchase price of $98.7 million in cash. In addition, 2U South Africa agreed to pay a potential earn out payment of up to $20.0 million, subject toMarch 12, 2020) through December 31, 2022. On December 21, 2022, the ~~achievement of certain financial milestones in calendar years 2017 and 2018. Under the terms~~FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the ~~Share Sale Agreement,~~Sunset Date of Topic 848. This ASU defers the sunset date from December 31, 2022 to December 31, 2024 and is effective immediately. The Company ~~has~~will adopt the standard when LIBOR is discontinued and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ~~restricted stock units~~ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for ~~shares~~fiscal years beginning after December 15, 2023 and should be adopted on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its ~~common stock, par value $0.001 per share,~~consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740): Improvements to ~~certain employees~~Income Tax Disclosures. This ASU requires new disclosures about income taxes, primarily focused on the disclosure of income taxes paid and ~~officers~~the rate reconciliation table. The ASU is effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ~~GetSmarter. These awards are subject to~~adoption of this standard on its consolidated financial statements and related disclosures.

3. Goodwill and Intangible Assets

The following tables present the ~~2014 2U, Inc. Equity Incentive Plan and will vest over either a two or four-year period. As a result~~changes in the carrying amount of ~~the transaction, GetSmarter became an indirect wholly owned subsidiary of the Company. The net assets and results of operations of GetSmarter are included in~~goodwill by reportable segment on the Company’s condensed consolidated ~~financial statements and in~~balance sheets for the ~~newly established Short Course Segment as~~periods indicated.


		Balance as of December 31, 2023		Foreign Currency Translation Adjustments		Balance as of March 31, 2024

	(in thousands)
Degree Program Segment
Gross goodwill		$	192,459	$	—	$	192,459
Accumulated impairments		—		—		—
Net goodwill		192,459		—		192,459

Alternative Credential Segment
Gross goodwill		$	687,880	$	(1,490)	$	686,390
Accumulated impairments		(228,841)		—		(228,841)
Net goodwill		459,039		(1,490)		457,549

Total
Gross goodwill		$	880,339	$	(1,490)	$	878,849
Accumulated impairments		(228,841)		—		(228,841)
Net goodwill		$	651,498	$	(1,490)	$	650,008

Table of ~~July 1, 2017.~~

~~The Company has completed its provisional valuation of the assets acquired and liabilities assumed of GetSmarter. The fair values assigned~~Contents

2U, Inc.

Notes to the intangible assets acquired were based on preliminary estimates, assumptions, and other information compiled by management. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition:

Estimated Average
Useful Life (in years)

Purchase Price
Allocation

(in thousands)

Cash and cash equivalents

$
1,584

Current assets

3,568

Property and equipment, net

479

Amortizable intangible assets:

Capitalized technology

3

3,000

Capitalized content development

4

7,700

University client relationships

9

25,000

Trade names and domain names

10

9,100

Goodwill*

70,147

Current liabilities

(9,110
)
Non-current liabilities**

(12,782
)

$
98,686

Condensed Consolidated Financial Statements (Continued)

(unaudited)

* During the third quarter of 2017, the provisional goodwill balance changed as a result of a currency translation adjustment of approximately $2.6 million.

** Included in non-current liabilities is contingent consideration in the amount of $1.9 million.

The Company’s provisional valuation of the assets acquired and liabilities assumed is preliminary and the fair values recorded were based upon provisional valuations and estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period (up to one year from the acquisition date). As of September 30, 2017, the Company is awaiting information to finalize the valuation, primarily related to the recording of intangible assets, contingent consideration, the related deferred taxes and the final amount of residual goodwill.

The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and cost and other operating synergies anticipated upon the integration of the operations of 2U and GetSmarter. The goodwill resulting from the acquisition is not expected to be tax deductible.

The unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the dates indicated or what the results would be for any future periods.

The following table presents the ~~Company’s unaudited pro forma combined revenue and pro forma combined net loss, for the three and nine months ended September 30, 2017 and 2016 as if the acquisition~~components of ~~GetSmarter had occurred on January 1, 2016:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

(in thousands)

Pro forma revenue

$
70,250

$
58,703

$
207,768

$
160,508

Pro forma net loss

(14,739
)
(7,386
)
(34,306
)
(24,535
)
Pro forma net loss per share, basic and diluted

$
(0.30
)
$
(0.16
)
$
(0.72
)
$
(0.53
)

4.~~Amortizable~~ ~~Intangible Assets~~

~~Amortizable~~ intangible assets, ~~consisted~~net on the Company’s condensed consolidated balance sheets as of each of the ~~following as of:~~

September 30, 2017

December 31, 2016

Estimated
Average Useful
Life (in years)

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

(in thousands)

Capitalized technology

3

$
26,678

$
(10,457
)
$
16,221

$
17,100

$
(7,822
)
$
9,278

Capitalized content development

4

54,365

(19,913
)
34,452

37,956

(15,367
)
22,589

University client relationships

9

24,162

(671
)
23,491

—

—

—

Trade names and domain names

10

11,555

(924
)
10,631

2,761

(497
)
2,264

Total amortizable intangible assets, net

$
116,760

$
(31,965
)
$
84,795

$
57,817

$
(23,686
)
$
34,131

~~Included~~dates indicated.


		March 31, 2024						December 31, 2023
	Estimated Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization and Impairments		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization and Impairments		Net Carrying Amount

		(in thousands)
Capitalized technology	3-5	$	251,689	$	(168,016)	$	83,673	$	245,867	$	(159,155)	$	86,712
Capitalized content development	4-5	234,688		(181,540)		53,148		233,592		(176,374)		57,218
University client relationships	9-10	208,198		(80,675)		127,523		208,823		(75,849)		132,974
Enterprise client relationships	10	14,300		(3,396)		10,904		14,300		(3,039)		11,261
Trade names and domain names*	5-25	277,706		(195,876)		81,830		284,810		(201,777)		83,033
Total intangible assets		$	986,581	$	(629,503)	$	357,078	$	987,392	$	(616,194)	$	371,198



*						The Company concluded that due to changes in facts and circumstances, the edX trade name, which was classified as indefinite-lived as of June 30, 2023, is now finite-lived. In the third quarter of 2023, the Company began amortizing the trade name on a straight-line basis over its estimated useful life. The gross carrying amount of the edX trade name was $255.0 million as of both March 31, 2024 and December 31, 2023. Accumulated amortization and impairments include $176.7 million of impairment charges related to the edX trade name as both March 31, 2024 and December 31, 2023. Refer to Note 2 for further information about these impairment charges.

The amounts presented in the ~~amounts presented~~table above ~~are $10.5~~include $40.5 million and ~~$8.7~~$43.4 million of ~~in process~~in-process capitalized technology and content development as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively.

~~The Company recorded~~ ~~amortization expense related to amortizable intangible assets of $3.6 million and $2.1 million for the third quarter of 2017 and 2016, respectively.~~

The Company recorded amortization expense related to amortizable intangible assets of ~~$8.7~~$22.1 million and ~~$5.7~~$27.2 million for the ~~first nine~~three months ~~of 2017~~ended March 31, 2024 and ~~2016,~~2023, respectively.

~~As of September 30, 2017,~~

The following table presents the estimated future amortization expense ~~for~~of the Company’s amortizable intangible assets placed in service is as ~~follows (in thousands):~~

Remainder of 2017

$
4,538

2018

18,215

2019

16,248

2020

10,040

2021

6,666

Thereafter

18,566

Total

$
74,273

5.~~Accrued~~of March 31, 2024.

Future Amortization Expense
(in thousands)
Remainder of 2024 $ 57,329
2025 60,127
2026 43,758
2027 30,737
2028 26,012
Thereafter 98,585
Total $ 316,548

Table of Contents
2U, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

4. Other Balance Sheet Details

Prepaid Expenses

and Other Assets

As of ~~September 30, 2017,~~March 31, 2024 and December 31, 2023, the Company had balances of $20.5 million and $19.8 million, respectively, of prepaid assets within prepaid expenses and other assets on the condensed consolidated balance sheets.

Other Assets, Non-current

As of March 31, 2024 and December 31, 2023, the Company had balances of $13.8 million and $13.6 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the condensed consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three to five years. The Company incurred $1.2 million and $0.8 million of such amortization for the three months ended March 31, 2024 and 2023, respectively.

Accounts Payable and Accrued Expenses

The following table presents the components of accounts payable and accrued expenses ~~included $12.5 million in marketing costs and $5.6 million in facility costs for both operational expenses and improvements.~~ on the Company’s condensed consolidated balance sheets as of each of the dates indicated.


	March 31, 2024		December 31, 2023

	(in thousands)
Accrued university and instructional staff compensation	$	28,666	$	28,339
Accrued marketing expenses	26,271		19,652
Accrued compensation and related benefits	13,613		9,870
Accounts payable and other accrued expenses	45,450		45,517
Total accounts payable and accrued expenses	$	114,000	$	103,378

Other Current Liabilities

As of March 31, 2024 and December 31, ~~2016,~~2023, the Company had balances of $13.4 million and $10.5 million, respectively, within other current liabilities on the condensed consolidated balance sheets, which represent proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client. As of March 31, 2024 and December 31, 2023, the Company had accrued ~~expenses included $5.6~~interest balances of $13.7 million ~~of marketing costs.~~

6.and $13.6 million, respectively, within other current liabilities on the condensed consolidated balance sheets.

5. Commitments and Contingencies

Legal Contingencies

~~From time to time, the~~

The Company ~~may become~~is involved in various claims and legal proceedings ~~or other contingencies~~arising in the ordinary course of ~~its~~ business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. While the Company does not ~~presently involved in~~expect that the ultimate resolution of any ~~legal proceeding or other contingency that,~~existing claims and proceedings (other than the specific matters described below, if ~~determined adversely to it, would~~decided adversely), individually or in the aggregate, will have a material adverse effect on its ~~business, operating~~financial position, an unfavorable outcome in some or all of these proceedings could have a material adverse impact on the results ~~financial condition~~of operations or cash ~~flows. Accordingly,~~flows for a particular period. This assessment is based on the Company’s current understanding of relevant facts and circumstances. With respect to current legal proceedings, the Company does not believe ~~that there~~it is ~~a reasonable possibility that~~probable a material loss exceeding amounts already recognized ~~may have~~has been incurred as of the date of the balance sheets presented herein.

~~Operating Leases~~

~~In February 2017,~~ As such, the Company’s view of these matters is subject to inherent uncertainties and may change in the future.

Favell, et al. v. University of Southern California and 2U, Inc. Consumer Class Action

On December 20, 2022, Plaintiffs Iola Favell, Sue Zarnowski, and Mariah Cummings filed a putative class action in the Superior Court of the State of California, County of Los Angeles, against the University of Southern California (“USC”) and the Company ~~signed a lease~~on behalf of “[a]ll students who were enrolled in an online graduate degree program at USC Rossier, from April 1, 2009 through April 27, 2022.” (“Favell I”) Compl. ¶ 135. Plaintiffs purported to allege violations of California’s False

Table of Contents

2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Advertising Law (“FAL”), Cal. Civ. Code § 17500, California’s Unfair Competition Law (“UCL”), Cal. Civ. Code § 17200, California’s Consumers Legal Remedies Act (“CLRA”), Cal. Civ. Code § 1770, as well as for ~~new office space~~unjust enrichment related to the use of USC Rossier’s rankings in Brooklyn, New York, which is expected to be occupied beginning in 2018. The lease covers three floors totaling approximately 80,000 square feet, requires total future minimum lease payments of approximately $51.8 million and will expire approximately eleven years and nine months after the July 1, 2017 lease commencement date. ~~Related to this lease,~~certain marketing materials.

On February 3, 2023, the Company removed the case to the United States District Court for the Central District of California. Then, on March 8, 2023, the Company filed a motion to dismiss the lawsuit, arguing, among other things, that all of Plaintiffs’ allegations lacked merit and that certain claims for relief could not be ~~eligible~~brought in federal court in light of other allegations Plaintiffs had made. On March 28, 2023, before the court could rule on that motion, Plaintiffs filed an amended complaint (the “First Amended Complaint”), dropping the challenged claims for ~~certain~~relief and instead asserting only a single cause of action under the CLRA. The First Amended Complaint is based on the same factual allegations as the original complaint but seeks declaratory relief, actual damages, incidental damages, consequential damages, compensatory damages, punitive damages, and attorneys’ fees and costs in connection with their CLRA claim.

On March 28, 2023, Plaintiffs also filed a separate class action lawsuit in the Superior Court of the State of California, County of Los Angeles, reasserting the FAL, UCL, and CLRA claims they dropped from the federal lawsuit (“Favell II”). The state court lawsuit is based on the same factual allegations as the federal lawsuit. Plaintiffs seek declaratory and ~~local incentives~~injunctive relief, restitution, and attorneys’ fees and costs in connection with the claims in state court.

On April 17, 2023, the Company moved to dismiss the First Amended Complaint in Favell I in its entirety, arguing that ~~are dependent~~all of Plaintiffs’ claims lack merit. On May 4, 2023, the Company removed the Favell II lawsuit from state court to the United States District Court for the Central District of California, and Plaintiffs later filed a motion to remand it back to state court. On July 6, 2023, the Court held a hearing on ~~construction build, employment levels,~~ the Company’s ~~taxable income~~motion to dismiss the First Amended Complaint in Favell I and the Plaintiffs’ motion to remand in Favell II, and issued a ruling granting the Company’s motion to dismiss with leave to amend and denying Plaintiffs’ motion to remand. On July 28, 2023, Plaintiffs filed amended complaints in both Favell I and Favell II, adding an additional plaintiff and more detailed allegations but otherwise reasserting the same claims in each case. 2U moved to dismiss the amended complaints on August 31, 2023, and a hearing was held on November 16, 2023. On January 23, 2024, the Court issued an order dismissing Plaintiffs’ amended complaints in both Favell I and II, but granting Plaintiffs leave to amend within twenty-one days of the order. Plaintiffs did not file an amended complaint within twenty-one days of the order. Therefore, there are no active claims against 2U in the matter any longer. The Company has always maintained that both lawsuits’ claims against 2U were meritless.

2U, Inc., et al. v. Cardona, et al.

On April 4, 2023, the Company filed a lawsuit on behalf of itself and its South African subsidiary, Get Educated International Proprietary Ltd., against the Department of Education (the “Department”) and Secretary of Education Miguel Cardona. The suit challenges a Dear Colleague Letter issued by the Department that would treat the Company and other ~~factors.~~Online Program Managers (OPMs) as highly regulated “Third-Party Servicers” for purposes of the Higher Education Act (“HEA”). The Company contends that the Department has exceeded its authority by seeking to expand the definition of “Third-Party Servicer” contained in the HEA, 20 U.S.C. § 1088(c), as well as in the Department’s regulations and longstanding guidance documents. The Company also argues that the Department violated both the HEA and the Administrative Procedure Act in issuing its new understanding of Third-Party Servicer without following required rulemaking procedures. The case is now pending in the District of D.C., under case number 1:23-cv-00925. On April 7, 2023, the Company filed a motion for a stay and preliminary injunction to block the new Dear Colleague Letter to take effect as planned on September 1, 2023. On April 11, 2023, the Department announced that it would suspend the September 1, 2023 effective date and consider changes to the Dear Colleague Letter. The Department indicated that when it finalizes an updated version of the Dear Colleague Letter, the updated version will not go into effect for at least six months, to give regulated entities sufficient time to comply. Given these developments, the Company withdrew its motion for a stay and preliminary injunction and the court stayed the litigation pending the release of the finalized Dear Colleague Letter. On March 18, 2024, the parties filed a joint status report to the court, in which the government indicated that it was still in the process of ~~applying for such eligibility, but~~developing an updated guidance, and that it did not anticipate issuing an updated guidance in the next 90 days. The Company believes that it has a meritorious claim and intends to vigorously pursue its challenge against the Department if the Department continues seeking to treat the Company as a Third-Party Servicer. Due to the complex nature of the legal issues involved, the outcome of this matter is not ~~currently able~~presently determinable.

Table of Contents

2U, Inc.

Notes to ~~assess the potential benefit these incentives may yield over the lease term.~~

7.~~Debt~~

~~Lines of Credit~~

~~In June 2017,~~Condensed Consolidated Financial Statements (Continued)

(unaudited)

Francis v. 2U, Inc. et al; Privacy Class Action

On October 10, 2023, plaintiff Chad Francis filed a putative class action against the Company and ~~Comerica amended~~edX LLC in the United States District Court for the District of Massachusetts, alleging violations of the federal Video Privacy Protection Act. The plaintiff, who seeks to represent a class of individuals who viewed a video on edX while they had a Facebook account, alleges that 2U and edX disclosed his personal viewing information to Facebook without his consent. Plaintiff seeks damages of $2,500 for each violation, punitive damages, injunctive relief and attorney fees. On December 15, 2023, the Company and edX filed a motion to dismiss the complaint for failure to state a claim. The plaintiff filed a response on February 12, 2024, and the Company and edX filed a reply on March 13, 2024. The motion to dismiss is currently pending before the Court. The Company intends to vigorously defend against these claims. However, due to the complex nature of the legal and factual issues involved, the outcome of the matter is not presently determinable.

Marketing and Sales Commitments

Certain agreements entered into between the Company and its ~~credit~~university clients in the Degree Program Segment require the Company to commit to meet certain staffing and spending investment thresholds related to marketing and sales activities. In addition, certain agreements in the Degree Program Segment require the Company to invest up to agreed-upon levels in marketing the programs to achieve specified program performance. The Company believes it is currently in compliance with all such commitments.

Other Vendor Commitments

In September 2023, as part of an effort to consolidate vendors to reduce the cost of launching programs, the Company entered into an agreement with an existing vendor to purchase content development and other services at more favorable pricing, with a total minimum commitment of $30.0 million through December 31, 2026.

Future Minimum Payments to University Clients

Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to make, payments to university clients in exchange for ~~a $25.0 million revolving line~~contract extensions and various marketing and other rights. The following table presents the estimated future minimum payments due to university clients as of ~~credit pursuant~~March 31, 2024.


	Future Minimum Payments
	(in thousands)
Remainder of 2024	$	3,523
2025	3,500
2026	3,500
2027	3,500
2028	3,500
Thereafter	—
Total future minimum payments to university clients	$	17,523

Contingent Payments

The Company has entered into agreements with certain of its university clients in the Degree Program Segment that require the Company to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. The Company recognizes any estimated contingent payments under these agreements as contra revenue over the period to which ~~among~~they relate, and records a liability in other ~~things, Comerica consented~~current liabilities on the condensed consolidated balance sheets.

6. Restructuring Charges

During the second quarter of 2022, the Company accelerated its planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the Company around a single platform allowing it to pursue a portfolio-based marketing strategy that drives traffic to the ~~Company’s acquisition~~edX marketplace. As part of ~~GetSmarter~~the plan, the Company simplified its executive structure, reduced employee headcount, rationalized its real estate footprint and ~~the Company’s formation~~implemented steps to optimize

Table of ~~certain subsidiaries in connection therewith, and the parties extended the maturity date through July 31, 2017. In~~Contents

2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

marketing spend. During the third quarter of ~~2017,~~2022, the Company completed the planned headcount reductions and consolidated its in-person operations to its offices in Lanham, Maryland and Cape Town, South Africa. In furtherance of the 2022 Strategic Realignment Plan, the Company reduced employee headcount during the third quarter of 2023.

The Company anticipates that it will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $70 million to $75 million. The Company recorded $2.9 million and $4.5 million in restructuring charges related to the 2022 Strategic Realignment Plan for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company incurred cumulative restructuring charges of $58.5 million related to the 2022 Strategic Realignment Plan. The majority of the estimated remaining restructuring charges relate to leased facilities and will be recognized as expense over the remaining lease terms, ranging from 1 to 7 years.

In late 2023, the Company announced leadership changes and commenced a comprehensive performance improvement exercise aimed at, among other things, further improving its profitability and optimizing its operating model and balance sheet. Part of this exercise includes headcount reductions associated with implementing changes to the Company’s organizational structure, as management works to align staffing levels with business priorities across functional areas.

The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated.


	Three Months Ended March 31, 2024				Three Months Ended March 31, 2023
	Degree Program Segment		Alternative Credential Segment		Degree Program Segment		Alternative Credential Segment

Leadership and organizational structure changes
Severance and severance-related costs	$	1,140	$	308	$	—	$	—

2022 Strategic Realignment Plan
Severance and severance-related costs	—		—		1,231		—
Lease and lease-related charges	2,011		742		2,143		759
Professional and other fees relating to restructuring activities	—		119		340		—
Other*	—		—		13		—
	2,011		861		3,727		759

Other restructuring charges**	407		—		380		9
Total restructuring charges	$	3,558	$	1,169	$	4,107	$	768



*						Includes the acceleration of certain technology and content development costs.
**						Includes severance and severance-related costs and lease-related charges.

Table of Contents

2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Summary of Accrued Restructuring Liability

The following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated.


		Balance as of December 31, 2023		Additional Costs		Cash Payments		Balance as of March 31, 2024

	(in thousands)
Leadership and organizational structure changes
Severance and severance-related costs		$	9,779	$	1,319	$	(5,219)	$	5,879

2022 Strategic Realignment Plan
Severance and severance-related costs		4,093		—		(2,786)		1,307
Professional and other fees relating to restructuring activities		363		232		(550)		45
Lease and lease-related charges		28		3,131		(3,132)		27

Other severance and severance-related costs		243		—		(92)		151
Total restructuring		$	14,506	$	4,682	$	(11,779)	$	7,409

7. Leases

The Company leases facilities under non-cancellable operating leases primarily in the United States, South Africa, and the United Kingdom. The Company’s operating leases have remaining lease terms of between less than one to 10 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. These options to extend the terms of the Company’s operating leases were not deemed to be reasonably certain of exercise as of lease commencement and are therefore not included in the determination of their respective non-cancellable lease terms. The future lease payments due under non-cancellable operating lease arrangements contain fixed rent increases over the term of the lease.

The following table presents the components of lease expense on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated.


	Three Months Ended March 31,
	2024		2023

	(in thousands)
Operating lease expense	$	4,168	$	4,457
Short-term lease expense	43		34
Variable lease expense	1,930		1,907
Sublease income	(636)		(427)
Total lease expense	$	5,505	$	5,971

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

As of March 31, 2024, for the Company’s operating leases, the weighted-average remaining lease term was 6.0 years and the weighted-average discount rate was 10.7%. For the three months ended March 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities was $6.1 million and $6.0 million, respectively. There were no lease liabilities arising from obtaining right-of-use assets for each of the three months ended March 31, 2024 and 2023.

The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $4.1 million in aggregate.


	March 31, 2024
	(in thousands)
Remainder of 2024	$	18,106
2025	20,440
2026	20,991
2027	21,564
2028	17,083
Thereafter	32,281
Total lease payments	130,465
Less: imputed interest	(36,269)
Total lease liability	$	94,196

8. Debt

The following table presents the components of outstanding long-term debt on the Company’s condensed consolidated balance sheets as of each of the dates indicated.


	March 31, 2024		December 31, 2023

	(in thousands)
Term loan facilities	$	375,250	$	376,200
Revolving facility	40,000		40,000
Convertible senior notes	527,000		527,000
Deferred government grant obligations	3,500		3,500
Other borrowings	1,273		1,699
Less: unamortized debt discount and issuance costs	(40,648)		(43,670)
Total debt	906,375		904,729
Less: current portion of long-term debt	(7,959)		(8,215)
Total long-term debt	$	898,416	$	896,514

The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2025 Notes, which had an estimated fair value of $177.1 million and $191.7 million as of March 31, 2024 and December 31, 2023, respectively, and the 2030 Notes, which had an estimated fair value of $51.2 million and $55.0 million as of March 31, 2024 and December 31, 2023, respectively. The 2030 Notes, described below, were issued in January 2023. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Term Loan Credit and Guaranty Agreement

On January 9, 2023, the Company entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”), which amended ~~its credit agreement~~the Company’s existing term loan facilities, previously referred to as the Amended Term Loan Facilities. The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to reduce the outstanding principal amount of term loans outstanding under the Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of the Company’s 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and to provide a senior secured first lien revolving loan facility to the Company in the principal amount of $40 million (the “Revolving Loan Facility”). The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the Company’s 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). If the Company does not refinance or raise capital to reduce its debt in the short term, and in the event that the maturity date of the outstanding term loan balance of $372.4 million springs forward to January 30, 2025, the Company’s liquidity may not be sufficient to pay off the balance on the accelerated maturity date if the Company does not otherwise sufficiently increase revenues, realize additional operating efficiencies and reduce its expenses. As of March 31, 2024, outstanding borrowings under the Revolving Loan Facility were $40 million. In addition, our Second Amended Credit Agreement includes a financial covenant that requires the Company to maintain $900 million minimum Recurring Revenues (as defined by the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters, commencing with the fiscal quarter ending September 30, 2021 through the maturity date. Failure to maintain this minimum Recurring Revenue may result in a default under the aforementioned financing facilities and therefore result in the acceleration of due dates.

Loans under the Second Amended Credit Agreement bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. If the term loans under the Second Amended Credit Agreement are prepaid or amended prior to the six month anniversary of the Second Amended Credit Agreement in connection with a Repricing Event (as defined in the Second Amended Credit Agreement), the Company shall pay a prepayment premium of 1.0% of the amount of the loans so prepaid.

Prior to the amendment, loans under the Amended Term Loan Facilities bore interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Company is required to make quarterly principal repayments equal to 0.25% of the aggregate principal amount.

The obligations under the Second Amended Credit Agreement are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Second Amended Credit Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets.

The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Second Amended Credit Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Second Amended Credit Agreement contains (i) a financial covenant for the benefit of the lenders that requires the Company to maintain minimum Recurring Revenues (as defined in the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the maturity date and (ii) three financial covenants solely for the benefit of the revolving lenders, in respect of a maximum consolidated senior secured net leverage ratio, a maximum consolidated total net leverage ratio, and a minimum consolidated fixed charge coverage ratio. The Second Amended Credit Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Second Amended Credit Agreement); failure of any material provision of the Second Amended

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Credit Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Second Amended Credit Agreement. As of March 31, 2024, the Company was in compliance with the covenants under the Second Amended Credit Agreement.

If an event of default under the Second Amended Credit Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding the applicable requisite amount of commitments and loans under the Second Amended Credit Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Second Amended Credit Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Second Amended Credit Agreement will automatically become immediately due and payable.

As of March 31, 2024 and December 31, ~~2017. No amounts~~2023, the balance of unamortized debt discount and issuance costs related to the term loan under the Second Amended Credit Agreement was $20.0 million and $21.7 million, respectively. For the three months ended March 31, 2024 and 2023, the associated effective interest rate for the term loan under the Second Amended Credit Agreement was approximately 14.7% and 13.8%, respectively. For the three months ended March 31, 2024 and 2023 the associated interest rate for the revolving loan under the Second Amended Credit Agreement was approximately 10.9% and 10.1%, respectively. For the three months ended March 31, 2024 and 2023, the associated interest expense for these facilities was approximately $14.1 million and $13.2 million, respectively.

Convertible Senior Notes

2025 Notes

In April 2020, the Company issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the 2025 Notes were ~~outstanding~~approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company.

The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted and contain a cross-acceleration provision tied to the acceleration of other material debt, including the Second Amended Credit Agreement and the 2030 Notes.

The 2025 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2025 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under ~~this credit agreement~~the Second Amended Credit Agreement), to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The net carrying amount of the 2025 Notes consists of the following as of each of the dates indicated:


	March 31, 2024		December 31, 2023

	(in thousands)
Principal	$	380,000	$	380,000
Unamortized issuance costs	(2,282)		(2,807)
Net carrying amount	$	377,718	$	377,193

Issuance costs are being amortized to interest expense over the contractual term of the 2025 Notes. Subsequent to the adoption of ASU 2020-06 in the first quarter of 2022, the effective interest rate used to amortize the issuance costs was 2.9%. The interest expense related to the 2025 Notes for the three months ended March 31, 2024 and 2023 was $2.7 million and $2.7 million, respectively.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Holders may convert their 2025 Notes at their option in the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on September 30, ~~2017~~2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or ~~December~~not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;

•upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the 2025 Indenture;

•if the Company calls such 2025 Notes for redemption; and

•at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.

The initial conversion rate for the 2025 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2025 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the 2025 Notes for redemption or the holders of the 2025 Notes electing to convert their 2025 Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2025 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time.

In addition, upon the occurrence of a “fundamental change” (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any.

The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2025 Notes.

As of March 31, ~~2016.~~2024, the conditions allowing holders of the 2025 Notes to convert had not been met and the Company has the right under the 2025 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2025 Notes are classified as non-current on the condensed consolidated balance sheets.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

In connection with the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million.

In April 2020, the Company used a portion of the proceeds from the sale of the 2025 Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to ~~extend this~~use the remaining net proceeds from the sale of the 2025 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions.

2030 Notes

On January 11, 2023, the Company issued the 2030 Notes in an aggregate principal amount of $147.0 million. The 2030 Notes are governed by an indenture (the “2030 Indenture” and together with the 2025 Indenture, the Indentures) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by the Company or converted and contain a cross-acceleration provision tied to the acceleration of other material debt, including the Second Amended Credit Agreement and the 2025 Notes. The net proceeds from the issuance of the 2030 Notes was $127.1 million.

The 2030 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2030 Notes, effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The net carrying amount of the 2030 Notes consist of the following as of the date indicated:


	March 31, 2024		December 31, 2023

	(in thousands)
Principal	$	147,000	$	147,000
Unamortized debt discount and issuance costs	(18,402)		(19,136)
Net carrying amount	$	128,598	$	127,864

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Issuance costs are being amortized to interest expense over the contractual term of the 2030 Notes. The effective interest rate used to amortize the issuance costs was 7.5% and 7.2% for three months ended March 31, 2024 and 2023, respectively. The interest expense related to the 2030 Notes for the three months ended March 31, 2024 and 2023 was $2.4 million and $2.0 million, respectively.

Holders may convert their 2030 Notes at their option in the following circumstances:

•at any time from, and after January 11, 2023 until the close of business on the second scheduled trading day immediately before the maturity date;

•upon the occurrence of certain corporate events or distributions on the Common Stock as provided in the Indenture;

•if the Company calls such 2030 Notes for redemption; subject to the right of certain holders to elect a delayed conversion period for any such 2030 Notes called for redemption that would cause such holders to beneficially own shares of Common Stock, in excess of the Ownership Cap (as defined in the 2030 Indenture), over which threshold a settlement of such conversion could be made in cash; and

•upon the occurrence of a default with regard to the Company’s financial covenants under the 2030 Indenture.

The initial conversion rate for the 2030 Notes is 111.1111 shares of Common Stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $9.00 per share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election (subject to aforementioned Ownership Cap). Upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) the Company will in certain circumstances increase the conversion rate for a specified period of time.

In addition, upon the occurrence of a “Fundamental Change” (as defined in the 2030 Indenture), holders of the 2030 Notes may require the Company to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.

The 2030 Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, subject to limited exceptions with respect to 2030 Notes that cannot be immediately physically settled due to the Ownership Cap, on or after January 11, 2026 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of Common Stock exceeds 130% of the conversion price on each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2030 Notes. The Company used cash on hand and the proceeds from the offering of the 2030 Notes to repay a portion of the amounts outstanding under the Amended Term Loan Facilities.

The Company has the right under the 2030 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2030 Notes are classified as non-current on the condensed consolidated balance sheets.

Deferred Government Grant Obligations

The Company has two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. The conditional loan with Prince George’s County has a maturity date of June 22, 2027 and the conditional loan agreement ~~under comparable terms, prior~~with the State of Maryland has a maturity date of June 30, 2028. The interest expense related to ~~expiration.~~

these loans for the three months ended March 31, 2024 and 2023 was immaterial.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Letters of Credit

Certain of the Company’s operating lease agreements entered into ~~prior to September 30, 2017~~ require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of ~~September 30, 2017,~~March 31, 2024, the Company has entered into standby letters of credit totaling ~~$11.5~~$12.1 million as security deposits for the applicable leased ~~facilities. Additionally,~~facilities and in ~~June 2017,~~connection with the deferred government grant obligations.

The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations.

Future Principal Payments

Future principal payments for the term loan under the Second Amended Credit Agreement, the 2025 Notes, the 2030 Notes, and the government grants, as of the date indicated are as follows:


	March 31, 2024
	(in thousands)
Remainder of 2024*	$	6,350
2025	383,800
2026	368,600
2027	—
2028	—
Thereafter	147,000
Total future principal payments	$	905,750



*						Amounts due in 2024 include $1.5 million and $2.0 million of conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters.

Debt Refinancing Costs

In January 2023, the Company entered into ~~standby letters~~the Second Amended Credit Agreement, which amended the Amended Term Loan Facilities. Certain investors in the Amended Term Loan Facilities participated in the Second Amended Credit Agreement and the change in the present value of ~~credit totaling $3.5 million~~future cash flows between the investments was less than 10%. Accordingly, the Company accounted for this refinancing event for these investors as a debt modification. Certain investors in the Amended Term Loan Facilities did not participate in the Second Amended Credit Agreement or the change in the present value of future cash flows between the investments was greater than 10%. Accordingly, the Company accounted for this refinancing event for these investors as a debt extinguishment. In applying debt modification accounting in connection with ~~two government grants, as described later in~~ this ~~Note. These letters~~refinancing event, during the first quarter of ~~credit reduced the aggregate amount~~2023, the Company ~~may borrow under its revolving line~~recorded $12.1 million in loss on debt extinguishment and $4.6 million in debt modification expense.

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2U, Inc.

Notes to ~~$10.0 million.~~

Condensed Consolidated Financial Statements (Continued)

(unaudited)

9. Income Taxes

The Company’s ~~Short Course Segment has $1.9 million~~income tax provisions for all periods consist of ~~revolving debt facilities. All~~federal, state and foreign income taxes. The income tax provision for the three months ended March 31, 2024 and 2023 were based on estimated full-year effective tax rates, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions, after giving effect to significant items related specifically to the interim periods, and loss-making entities for which it is not more likely than not that a tax benefit will be realized.

The Company’s effective tax rate for each of the ~~facilities mature on December~~three months ended March 31, ~~2017 with payment due on January 1, 2018. As of September 30, 2017, no significant amounts were outstanding under these facilities~~2024 and 2023 was less than 1%. For the ~~interest rate was 10.25%.~~

~~Government Grants~~

On June 22, 2017, the Company executed a conditional loan agreement and received financing from Prince George’s County, Maryland that provides for a grant in the form of a forgivable loan of $1.5 million. The financing was secured by a letter of credit pursuant tothree months ended March 31, 2024, the Company’s ~~line of credit with Comerica Bank. The conditional loan obligation is recorded as “Deferred government grant obligations” on~~income tax expense was $0.2 million. For the condensed consolidated balance sheets. The proceeds from this loan are to be used in connection with the relocation of 2U’s headquarters, leasehold improvements thereto and other purposes. The loan has a maturity date of June 22, 2027, and bears interest at a rate of 3% per annum. If 2U does not employ at least 650 employees at its Lanham headquarters at any time during the term of the loan period or otherwise defaults on the loan, the entire principal balance, plus accrued interest, will become due and payable. If 2U does not employ at least 1,300 employees at its Lanham headquarters by January 1, 2020, the Company will be required to repay a prorated portion of the loan ($2,252 per employee, for every employee below 1,300), plus interest. During the third quarter and first ninethree months ~~of 2017, the Company did not incur a material amount of interest expense on this forgivable loan.~~

On June 27, 2017, 2U Harkins Road LLC (a wholly owned subsidiary of the Company) executed a loan agreement and received financing from the Department of Commerce (a principal department of the State of Maryland) that provides for a grant in the form of a forgivable loan of $2.0 million. The financing was secured by a letter of credit pursuant toended March 31, 2023, the Company’s line of credit with Comerica Bank. The conditional loan obligation is recorded as “Deferred government grant obligations” on the condensed consolidated balance sheets. The proceeds from this loan are to be used in connection with the relocation of 2U’s headquarters, leasehold improvements thereto and other purposes. The loan has a maturity date of December 31, 2026, and bears interest at a rate of 3% per annum. If 2U does not employ at least 650 employees at its Lanham headquarters at any time during the term of the loan period or otherwise defaults on the loan, the entire principal balance, plus accrued interest, will become due and payable. If 2U does not employ at least 1,600 employees at its Lanham headquarters by December 31, 2020, and at each December 31st thereafter through 2026, the Company will be required to repay a prorated portion of the loan ($2,105 per employee, for every employee below 1,600), plus interest. During the third quarter and first nine months of 2017, the Company did not incur a material amount of interestincome tax expense ~~on this forgivable loan.~~

8.~~Income Taxes~~

During the third quarter and first nine months of 2017, the Company recognized a $1.0 million tax benefit. The tax benefit primarily relates to the amortization of intangible assets established in connection with the GetSmarter acquisition and losses generated from the acquired operations. was $0.1 million.

To date, the Company has not been required to pay U.S. federal income taxes because of ~~its~~ current and accumulated net operating losses.

10. Stockholders’ Equity

On September 7, 2017, the Company sold 4,047,500 shares of its common stock to the public, including 547,500 shares sold pursuant to the underwriters’ over-allotment option. The Company received net proceeds of $189.5 million, which the Company intends to use for general corporate purposes, including expenditures for graduate program and short course marketing, technology and content development, in connection with new graduate program and short course launches and growing existing graduate programs and short courses.

Common Stock

As of ~~September 30, 2017,~~March 31, 2024, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. ~~At September 30, 2017,~~As of March 31, 2024, there were 83,644,026 shares of common stock outstanding, and the Company had reserved a total of ~~10,757,992~~46,969,043 of its authorized shares of common stock for future issuance as follows:

~~Outstanding stock options~~		~~4,912,509~~
			Shares Reserved for Future Issuance
~~Possible future issuance under 2014 Equity Incentive Plan~~				~~4,410,303~~
Outstanding restricted stock units	3,514,250		~~1,435,180~~
Outstanding performance restricted stock units			2,919,288
Outstanding stock options			3,422,446
Reserved for convertible senior notes			37,113,059
Total shares of common stock reserved for future issuance			46,969,043		~~10,757,992~~

The Compensation Committee of the Company’s board of directors, acting under authority delegated from the board of directors, granted in October 2017 option awards to employees to purchase an aggregate of 32,356 shares of common stock at a weighted-average exercise price of $56.77 and restricted stock unit awards for an aggregate of 20,126 shares of common stock, in each case under the 2014 Equity Incentive Plan (as defined in Note 10 below).

~~10.~~

Stock-Based Compensation

~~The Company provides equity-based compensation awards to employees, independent contractors and directors as an effective means for attracting, retaining and motivating such individuals.~~

The Company maintains ~~two share-based~~a stock-based compensation ~~plans:~~plan: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) ~~and the 2008 Stock Incentive Plan (the “2008 Plan”). Upon the~~, which became effective ~~date of the 2014 Plan~~ in January ~~2014, the Company ceased using the 2008 Plan to grant new equity awards and began using the 2014 Plan~~2014. The shares available for ~~grants of new equity awards.~~

~~The number of shares of the Company’s common stock that may be issued~~future issuance under the 2014 Plan ~~will automatically increase~~increased by 4,113,030 and 3,916,733 on ~~January 1st of each year, for a period of ten years, from January 1, 2015 continuing through~~ January 1, 2024 ~~by 5% of the total number of shares of the Company’s common stock outstanding on December 31~~st ~~of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The shares available for issuance increased by 2,357,579~~ and ~~2,288,820 on January 1, 2017 and 2016,~~2023, respectively, pursuant to the automatic share reserve increase provision ~~under~~in the 2014 Plan.

~~Stock-Based Compensation Expense~~

~~Stock-based compensation expense related to stock-based awards is included in the following line items in the accompanying condensed consolidated statements of operations and comprehensive loss:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

(in thousands)

Curriculum and teaching

$
2

$
—

$
2

$
—

Servicing and support

1,100

825

2,956

2,399

Technology and content development

904

633

2,447

1,739

Marketing and sales

463

360

1,235

973

General and administrative

3,678

2,255

8,897

6,482

Total stock-based compensation expense

$
6,147

$
4,073

$
15,537

$
11,593

~~Employee Stock Purchase Plan~~

~~On June 5, 2017, 2U’s stockholders voted upon and approved the Company’s~~

The Company also has a 2017 Employee Stock Purchase Plan (the “ESPP”). ~~The ESPP provides~~During the second quarter of 2023, shares available for ~~(i) multiple offering periods each year and (ii) that the~~ purchase ~~price for shares of 2U common stock purchased~~ under the ESPP ~~will not be less than 85%~~increased by 2,000,000 shares, pursuant to an amendment to the Company’s ESPP to increase the number of authorized shares available under such plan. As of March 31, 2024, 1,289,678 shares remained available for purchase under the ESPP.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

The following table presents stock-based compensation expense related to the 2014 Plan and the ESPP, contained on the following line items on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated.


	Three Months Ended March 31,
	2024		2023

	(in thousands)
Curriculum and teaching	$	40	$	40
Servicing and support	1,474		3,277
Technology and content development	609		1,657
Marketing and sales	513		1,154
General and administrative	2,688		8,435
Total stock-based compensation expense	$	5,324	$	14,563

Restricted Stock Units

The 2014 Plan provides for the issuance of restricted stock units (“RSUs”) to eligible participants. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of grant, with most RSUs vesting in equal quarterly or annual tranches, generally over a period of three years.

The following table presents a summary of the Company’s RSU activity for the period indicated. No RSUs were granted during the three months ended March 31, 2024.


	Number of Units	Weighted- Average Grant Date Fair Value per Share

Outstanding balance as of December 31, 2023	4,595,630	$	8.09
Granted	—	—
Vested	(681,643)	10.45
Forfeited	(399,737)	7.77
Outstanding balance as of March 31, 2024	3,514,250	$	7.67

The total fair value of RSUs vested during the three months ended March 31, 2024 and 2023 was $0.7 million and $5.2 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of March 31, 2024 was $17.1 million, and will be recognized over a weighted-average period of approximately 1.5 years.

Performance Restricted Stock Units

The 2014 Plan provides for the issuance of performance restricted stock units (“PRSUs”) to eligible participants. PRSUs generally include both service conditions and market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index and/or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 1.7 million PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.6 million were granted in March 2022 with a weighted-average grant date fair value per share of $10.77, 0.6 million were granted in February 2023 with a weighted-average grant date fair value per share of $11.13, and 0.3 million were granted in February 2024 with a weighted-average grant date fair value of $0.40. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first and second performance periods, 100% and 27.8% of the eligible PRSUs were earned, respectively.

During the first quarter of 2023, as part of its annual equity award cycle, the Company awarded 1.4 million PRSUs with an aggregate intrinsic value of $12.2 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 150% to 0% of the granted quantities. For the first performance period, which began on January 1, 2023 and ended on December 31, 2023, and the second performance period, which began on January 1, 2024 and ends on December 31, 2024, the quantity of units eligible to be earned ranges from 130% to 0% depending on the achievement of internal financial performance-based targets, which are established annually. Additionally, the actual number of PRSUs earned may be adjusted upward or downward by 20% based upon the Company’s total shareholder return (“TSR”) performance compared to the Russell 3000 Index’s TSR performance over the same period. If the Company’s absolute TSR is negative, the TSR multiplier cannot exceed 0% and the achievement percentage based up on the internal financial performance-based targets is capped at 125%. Of the PRSUs awarded, 0.5 million were granted in March 2023 with a weighted-average grant date fair value per share of $7.15 and 0.4 million were granted in February 2024 with a weighted-average grant date fair value per share of $0.39. These include the fair values per share of the TSR-performance component of the awards, which were determined using a Monte Carlo valuation model, and were $0.39 and $0.00 per share for the first and second performance periods, respectively. For the first performance period, 0% of the eligible PRSUs were earned.

During the first quarter of 2024, as part of a one-time award cycle, the Company granted 0.8 million PRSUs with a grant date fair value per share of $0.49. The PRSU award agreements provide that the awards are eligible to vest upon the 30-day average stock price of the Company attaining at least $10.00 on or prior to the two-year anniversary of the grant date.

The following tables present a summary of (i) for the three months ended March 31, 2024 and 2023, the assumptions used for estimating the fair values of the TSR-performance component of the PRSUs, and (ii) for the three months ended March 31, 2024, the assumptions used for estimating the fair value of the ~~Company’s common stock on~~PRSUs subject to market-based vesting conditions. As of March 31, 2024 and December 31, 2023, there were 0.4 million and 1.2 million outstanding PRSUs for which the ~~purchase~~performance metrics had not been defined as of each respective date. ~~Notwithstanding~~Accordingly, such awards are not considered granted for accounting purposes as of March 31, 2024 and December 31, 2023, and have been excluded from the ~~foregoing, the Compensation Committee~~tables below.


	Three Months Ended March 31,
	2024	2023

Risk-free interest rate	5.11%	4.68%
Expected term (years)	1.00	1.00
Expected volatility	162%	108%
Dividend yield	0%	0%


			Three Months Ended March 31, 2024

Risk-free interest rate			4.33%
Expected term (years)			1.30
Expected volatility			126%
Dividend yield			0%

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

The following table presents a summary of the Company’s ~~Board of Directors may exercise its discretion, subject to certain conditions, to make changes to certain aspects of~~PRSU activity for the ~~ESPP including, but not limited~~period indicated.


	Number of Units	Weighted- Average Grant Date Fair Value per Share
Outstanding balance as of December 31, 2023	1,404,125	$	11.15
Granted	1,780,669	0.44
Vested	—	—
Forfeited	(265,506)	0.40
Outstanding balance as of March 31, 2024	2,919,288	$	5.59

The total compensation expense related to the ~~length~~unvested PRSUs not yet recognized as of ~~the offering periods~~March 31, 2024 was $1.9 million, and ~~that the purchase price~~ will be ~~85%~~recognized over a weighted-average period of approximately 1.3 years.

Stock Options

The 2014 Plan provides for the ~~lesser~~issuance of ~~the fair market value of 2U’s common~~ stock ~~on the purchase date or the fair market value of 2U’s common stock on the first day of the offering period. The first offering period is expected~~options to ~~begin on~~

January 1, 2018, and will end on June 30, 2018. Eligible employees will be able to select a rate of payroll deduction between 1% and 15% of their salary or wage compensation received from the Company as in effect at the start of the offering period, subject to a maximum payroll deduction per calendar year of $25,000. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 1,000,000 shares of 2U’s common stock may beeligible participants. Stock options issued under the ~~ESPP, subject~~2014 Plan generally are exercisable for periods not to ~~adjustments~~exceed 10 years and generally vest over a three-year period.

The following table summarizes the assumptions used for ~~certain capital transactions.~~

estimating the fair value of the stock options granted for the period presented. No stock options were granted during the three months ended March 31, 2024.


			Three Months Ended March 31, 2023

Risk-free interest rate			3.6%
Expected term (years)			5.69
Expected volatility			87%
Dividend yield			0%
Weighted-average grant date fair value per share			$4.93

The following table presents a summary of the Company’s stock option activity for the period indicated.

Number of
Options Weighted-Average
Exercise Price per
Share Weighted-Average
Remaining
Contractual Term
(in years) Aggregate
Intrinsic
Value
(in thousands)
Outstanding balance as of December 31, 2023 4,103,758 $ 27.79 4.63 $ —
Granted — — 0.00
Exercised — — 0.00
Forfeited (85,812) 10.11
Expired (595,500) 14.58
Outstanding balance as of March 31, 2024 3,422,446 30.53 4.84 —
Exercisable as of March 31, 2024 2,799,038 $ 34.23 4.21 $ —

The aggregate intrinsic value of options exercised during the three months ended March 31, 2023 was $0.1 million.

The total unrecognized compensation cost related to the unvested options as of March 31, 2024 was $3.1 million, and will be recognized over a weighted-average period of approximately 0.9 years.

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2U, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

11.Net Loss per Share

Diluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the ~~three and nine months ended September 30, 2017 and 2016:~~

Three and Nine Months Ended
September 30,

2017

2016

Stock options

4,912,509

4,943,556

Restricted stock units

1,435,180

1,411,878

~~Basic~~periods indicated.


	Three Months Ended March 31,
	2024	2023

Stock options	3,422,446	5,138,770
Restricted stock units	3,514,250	7,424,337
Performance restricted stock units	2,919,288	2,181,702
Shares related to convertible senior notes	29,776,706	29,776,706
Total antidilutive securities	39,632,690	44,521,515

The following table presents the calculation of the Company’s basic and diluted net loss per share ~~is calculated as follows:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Numerator (in thousands):

Net loss

$
(14,739
)
$
(6,758
)
$
(29,932
)
$
(18,475
)
Denominator:

Weighted-average shares of common stock outstanding, basic and diluted

48,961,914

46,903,628

47,962,201

46,453,480

Net loss per share, basic and diluted

$
(0.30
)
$
(0.14
)
$
(0.62
)
$
(0.40
)

~~12.~~~~Segment Information~~

~~As a result~~for each of the ~~acquisition of GetSmarter on July 1, 2017, the Company’s operations consist of two operating segments~~periods indicated.


	Three Months Ended March 31,
	2024		2023

Numerator (in thousands):
Net loss	$	(54,649)	$	(54,062)
Denominator:
Weighted-average shares of common stock outstanding, basic and diluted	83,448,101		79,310,434
Net loss per share, basic and diluted	$	(0.65)	$	(0.68)

12. Segment and Geographic Information

The Company has two reportable segments: the ~~Graduate~~Degree Program Segment and the ~~Short Course~~Alternative Credential Segment. The Company’s ~~Graduate~~reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s Degree Program Segment ~~provides~~includes the technology and services provided to ~~well-recognized~~ nonprofit colleges and universities ~~primarily in the United States~~ to enable the online delivery of ~~graduate~~degree programs. The Company’s ~~Short Course~~Alternative Credential Segment ~~provides~~includes the premium online ~~short courses~~executive education programs and technical skills-based boot camps provided through relationships with nonprofit colleges, universities, and other leading organizations.

Significant Customers

For each of the three months ended March 31, 2024 and 2023, no university clients accounted for 10% or more of the Company’s consolidated revenue.

As of March 31, 2024, no university clients accounted for 10% or more of the Company’s consolidated accounts receivable, net balance. As of December 31, 2023, two university clients in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $36.4 million and $14.3 million, which equaled 31% and 12% of the Company’s consolidated accounts receivable, net balance, respectively.

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2U, Inc.

Notes to ~~working professionals.~~ The reportable segments represent businesses for which separate financial information is utilized by the chief operating decision maker for the purpose of allocating resources and evaluating performance.

Condensed Consolidated Financial Statements (Continued)

(unaudited)

Segment Performance

The following table ~~summarizes~~presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods ~~presented:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

(in thousands)

Revenue by segment*

Graduate Program Segment

$
65,924

$
51,960

$
195,748

$
148,514

Short Course Segment**

4,326

—

4,326

—

Total revenue

$
70,250

$
51,960

$
200,074

$
148,514

Adjusted EBITDA (loss) by segment

Graduate Program Segment

$
(718
)
$
(188
)
$
1,693

$
(7
)
Short Course Segment

(3,002
)
—

(3,002
)
—

Total adjusted EBITDA (loss)

$
(3,720
)
$
(188
)
$
(1,309
)
$
(7
)

indicated.


	Three Months Ended March 31,
	2024			2023

	(dollars in thousands)
Revenue by segment*
Degree Program Segment	$	111,546		$	140,480
Alternative Credential Segment	86,831			98,024
Total revenue	$	198,377		$	238,504

Segment profitability**
Degree Program Segment	$	31,985		$	47,204
Alternative Credential Segment	(14,690)			(17,013)
Total segment profitability	$	17,295		$	30,191

Segment profitability margin***
Degree Program Segment	28.7		%	33.6		%
Alternative Credential Segment	(16.9)			(17.4)
Total segment profitability margin	8.7		%	12.7		%



*						The Company has excluded immaterial amounts of intersegment revenues from each of the three months ended March 31, 2024 and 2023.
**						The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, performance improvement initiative implementation expense, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, debt modification expense and losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.
***						The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue.

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* ~~The Company did not have any material intersegment revenues for any periods presented.~~

** ~~Revenue excludes $0.7 million which is related~~

2U, Inc.

Notes to ~~an adjustment recorded as part of the provisional valuation of GetSmarter (see Note 3).~~

Condensed Consolidated Financial Statements (Continued)

(unaudited)

The following table ~~reconciles~~presents a reconciliation of the Company’s total segment profitability to net loss ~~to adjusted EBITDA (loss):~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

(in thousands)

Net loss

$
(14,739
)
$
(6,758
)
$
(29,932
)
$
(18,475
)
Adjustments:

Interest income

(18
)
(37
)
(267
)
(220
)
Interest expense

36

—

37

35

Foreign currency (gain) loss

(59
)
—

972

—

Depreciation and amortization expense

5,887

2,534

13,318

7,060

Income tax benefit

(974
)
—

(974
)
—

Stock-based compensation expense

6,147

4,073

15,537

11,593

Total adjustments

11,019

6,570

28,623

18,468

Adjusted EBITDA (loss)*

$
(3,720
)
$
(188
)
$
(1,309
)
$
(7
)

for each of the periods indicated.


	Three Months Ended March 31,
	2024		2023

	(in thousands)
Net loss	$	(54,649)	$	(54,062)
Adjustments:
Stock-based compensation expense	5,324		14,563
Other expense (income), net	8,404		(607)
Net interest expense	18,690		17,592
Income tax expense	233		113
Depreciation and amortization expense	24,686		30,020

Debt modification expense and loss on debt extinguishment	—		16,735
Restructuring charges	4,727		4,875
Other*	9,880		962
Total adjustments	71,944		84,253
Total segment profitability	$	17,295	$	30,191



*						Includes (i) transaction and integration costs of $0.3 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively, (ii) litigation-related costs of $2.6 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively, and (iii) performance improvement initiative implementation expense of $7.0 million and $0 for the three months ended March 31, 2024 and 2023, respectively.

The Company evaluates segment performance based on adjusted EBITDA, that it defines as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization, foreign currency gains or losses, acquisition-related gains or losses and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.

~~The~~following table presents the Company’s total assets by segment as of each of the dates indicated.


	March 31, 2024		December 31, 2023

	(in thousands)
Total assets
Degree Program Segment	$	358,426	$	377,395
Alternative Credential Segment	1,074,511		1,082,288
Total assets	$	1,432,937	$	1,459,683

Geographical Information

The Company’s non-U.S. revenue is based on the currency of the country in which the university client primarily operates. The Company’s non-U.S. revenue was $28.5 million and $30.7 million for the three months ended March 31, 2024 and 2023, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of March 31, 2024 and December 31, 2023 totaled approximately $3.2 million and $3.5 million, respectively.

13. Receivables and Contract Liabilities

Trade Accounts Receivable

The Company’s trade accounts receivable balances relate to amounts due from students or customers occurring in the normal course of business. Trade accounts receivable balances have a term of less than one year and are included in accounts

Table of Contents

2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

receivable, net on the Company’s condensed consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as ~~follows:~~

September 30,
2017

December 31,
2016

(in thousands)

Total assets

Graduate Program Segment

$
361,455

$
244,320

Short Course Segment*

114,895

—

Total assets

$
476,350

$
244,320

of each of the dates indicated.


	March 31, 2024		December 31, 2023

	(in thousands)
Degree Program Segment accounts receivable	$	11,483	$	3,207
Degree Program Segment unbilled revenue	17,584		72,525
Alternative Credential Segment accounts receivable	45,187		47,455
Total	74,254		123,187
Less: Provision for credit losses	(7,019)		(7,243)
Trade accounts receivable, net	$	67,235	$	115,944

* ~~Total goodwill recorded~~

The Company regularly reviews its portfolio of offerings for alignment with its business objectives, including cost to operate, expected enrollments, and other factors, and from time to time, the Company has entered into, and may in ~~connection~~the future enter into, agreements to strategically exit certain programs. As of March 31, 2024 and December 31, 2023, the Company had balances of $10.5 million and $68.2 million, respectively, of unbilled revenue associated with portfolio management activities within accounts receivable, net on the ~~acquisition~~condensed consolidated balance sheets. In addition, as of ~~GetSmarter has been allocated~~March 31, 2024 and December 31, 2023, the Company had balances of $1.0 million and $16.9 million, respectively, of non-current accounts receivable associated with portfolio management activities within other assets, non-current on the condensed consolidated balance sheets. These non-current accounts receivable are typically due within 12 to 24 months.

In January 2024, the Company entered into a receivables factoring transaction whereby a counterparty committed to purchase certain receivables owing to the ~~Short Course Segment.~~company related to portfolio management activities at a purchase rate of 88% (the “Factoring Agreement”). Under the Factoring Agreement, the Company could sell eligible receivables without recourse in exchange for cash. In accordance with ASC 860 Transfers and Servicing of Financial Assets, the sold receivables were derecognized from the Company’s balance sheet. The ~~assessment~~fair value of ~~goodwill~~the sold receivables approximated their book value due to ~~reporting units~~their short-term nature. Proceeds from the sale of receivables are reflected as cash flows from operating activities on the condensed consolidated statement of cash flows.

During the three months ended March 31, 2024, the Company sold, without recourse, $82.1 million of receivables under the Factoring Agreement, with net proceeds of $74.0 million. The loss on the sale of these receivables of $8.1 million is included within other income (expense), net on the Company’s condensed consolidated statements of operations.

The following table presents the change in provision for ~~purposes~~credit losses for trade accounts receivable on the Company’s condensed consolidated balance sheets for the period indicated.


	Provision for Credit Losses
	(in thousands)
Balance as of December 31, 2023	$	7,243
Current period provision	1,036
Amounts written off	(1,245)
Foreign currency translation adjustments	(15)
Balance as of March 31, 2024	$	7,019

Table of ~~future assessments~~Contents

2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Other Receivables

The Company’s other receivables are comprised of ~~goodwill impairment has~~amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These payment plans, which are managed and serviced by third-party providers, are designed to assist students with paying tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. The carrying value of these receivable balances approximate their fair value. The following table presents the components of the Company’s other receivables, net, as of each of the dates indicated.


	March 31, 2024		December 31, 2023

	(in thousands)
Other receivables, amortized cost	$	49,546	$	49,358
Less: Provision for credit losses	(10,395)		(8,558)
Other receivables, net	$	39,151	$	40,800
Other receivables, net, current	$	24,196	$	28,293
Other receivables, net, non-current	$	14,955	$	12,507

The following table presents the change in provision for credit losses for other receivables on the Company’s condensed consolidated balance sheets for the period indicated.


	Provision for Credit Losses
	(in thousands)
Balance as of December 31, 2023	$	8,558
Current period provision	1,837
Balance as of March 31, 2024	$	10,395

The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been ~~completed~~paid. As of March 31, 2024, 70% of other receivables, net due under extended payment plans were current.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as ~~September 30, 2017.~~

of the dates indicated.


	March 31, 2024
	Year of Origination
	2024		2023		2022		2021		2020 & Prior		Total

	(in thousands)
Credit Quality Tier
High	$	3,874	$	8,184	$	244	$	492	$	1,073	$	13,867
Mid	4,317		8,755		2,759		2,111		2,867		20,809
Low	2,837		4,906		2,092		2,090		2,945		14,870
Total	$	11,028	$	21,845	$	5,095	$	4,693	$	6,885	$	49,546


	December 31, 2023
	Year of Origination
	2023		2022		2021		2020		2019 & Prior		Total

	(in thousands)
Credit Quality Tier
High	$	12,744	$	1,229	$	404	$	311	$	205	$	14,893
Mid	13,178		3,067		2,614		735		674		20,268
Low	7,658		2,464		2,684		734		657		14,197
Total	$	33,580	$	6,760	$	5,702	$	1,780	$	1,536	$	49,358

Contract Liabilities

The Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated.


	March 31, 2024		December 31, 2023

	(in thousands)

Degree Program Segment deferred revenue	$	20,322	$	1,735
Alternative Credential Segment deferred revenue	81,964		80,214
Total contract liabilities	$	102,286	$	81,949

For the Degree Program Segment, during the three months ended March 31, 2024 and 2023 the Company recognized $1.7 million and $1.1 million, respectively, of revenue related to deferred revenue balances that existed at the end of each preceding year.

For the Alternative Credential Segment, during the three months ended March 31, 2024 and 2023 the Company recognized $54.9 million and $54.9 million, respectively, of revenue related to deferred revenue balances that existed at the end of each preceding year.

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2U, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Contract Acquisition Costs

The Degree Program Segment had $1.0 million and $1.0 million of net capitalized contract acquisition costs recorded primarily within other assets, non-current on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. For each of the three months ended March 31, 2024 and 2023, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment.

14. Supplemental Cash Flow Information

The Company’s cash interest payments, net of amounts capitalized, were $16.0 million and $13.9 million for the three months ended March 31, 2024 and 2023, respectively. The Company’s accrued but unpaid capital expenditures were $1.4 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023. Certain statements contained in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~, as amended.~~. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions, or the negative of such words or phrases, are intended to identify “forward-looking statements.” We have based these forward-looking statements on our current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Many factors could cause or contribute to these differences, including those discussed in ~~Part I,~~ Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2023, and our other filings with the Securities and Exchange Commission ~~or “SEC.”~~(the “SEC”). Statements made herein are as of the date of the filing of this Form 10-Q with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law,we do not undertake, and we specifically disclaim, any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Unless the context otherwise requires, all references to “we,” “us” or “our” refer to 2U, Inc., together with its subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes for the year ended December 31, ~~2016,~~2023, which are included in our Annual Report on Form 10-K, filed with the SEC on ~~February 24, 2017.~~

March 6, 2024.

Overview

~~Our Business~~

We are a leading ~~provider of cloud-based software-as-a-service, or SaaS,~~online education platform company. Our mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver technology and ~~technology-enabled~~ services that enable our clients to bring their educational offerings online at scale. We provide 86 million people worldwide with access to world-class education in partnership with 260 top-ranked global universities and other leading organizations. Through edX, our education consumer marketplace, we offer more than 4,600 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, professional certificates as well as undergraduate and graduate degree programs.

Our offerings cover a wide range of topics including artificial intelligence, business, healthcare, education, and social work, and provide learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education offerings and allows students to easily access high-quality, job-relevant education without the barriers of cost or location.

We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment.

In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to ~~deliver~~enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus.

In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, and skills-based boot camps through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their ~~graduate programs at scale to students anywhere.~~ workforces.

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Our ~~SaaS technology consists~~Business Model and Components of ~~an innovative online learning environment, where~~Operating Results

The key elements of our business model and components of our operating results are described below.

Revenue Drivers

In our Degree Program Segment, we derive substantially all of our revenue from revenue-share arrangements with our university clients ~~deliver their high-quality educational content to students in~~under which we receive a live, intimate and engaging setting. We also provide a comprehensive suite of integrated applications, including a content management system and a customer relationship management system, that serve as the back-end infrastructurecontractually specified percentage of the ~~graduate~~amounts students pay them to enroll in degree programs. Our contracts to provide our entire bundle of services generally have 10 to 15 year terms and do not include termination rights for convenience. Our contracts to provide services under our flexible degree model generally have terms of five years or more and do not include termination rights for convenience. From time to time, we enter into agreements to strategically exit certain programs. These portfolio management agreements may provide for compensation related to the transfer of these programs and make-whole fees. In our Alternative Credential Segment, we ~~enable. This technology~~derive substantially all of our revenue from tuition and fees from students taking our executive education programs, boot camps, and premium online open courses. Revenue in each segment is ~~fused with technology-enabled services, including~~primarily driven by the number of student ~~acquisition services, content development services, student~~enrollments in our offerings.

Operating Expense

Marketing and ~~faculty support, clinical placement services,~~Sales

Our most significant expense relates to marketing and ~~admissions applications advising services~~. This suite of technology tightly integrated with technology-enabled services, optimized with data analysis and machine learning techniques, provides a comprehensive set of capabilities that would otherwise require the purchase of multiple, disparate point solutions, and allows our graduate programs to expand and operate at scale, providing the comprehensive infrastructure colleges and universities needsales activities to attract ~~enroll, educate, support~~students to our offerings across both of our segments. This includes the cost of search engine optimization, search engine marketing and ~~graduate students.~~

~~Recent Developments~~

~~GetSmarter Acquisition~~

~~On July 1, 2017, through~~social media optimization, as well as personnel and personnel-related expense for our ~~wholly owned subsidiary (“2U South Africa”), we completed~~marketing and recruiting teams.

In our acquisition of all of the outstanding equity interests of GetSmarter pursuant to a Share Sale Agreement, dated as of May 1, 2017 (the “Share Sale Agreement”), as amended by an Addendum, dated as of June 29, 2017, for a net purchase price of $98.7 million in cash. In addition, 2U South Africa agreed to pay a potential earn out payment of up to $20.0 million, subject to the achievement of certain financial milestones in calendar years 2017 and 2018. We will include the results of GetSmarter in our financial statements from the closing date forward. Refer to Note 3 in the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the GetSmarter acquisition.

GetSmarter powers engaging online short courses in collaboration with some of the world’s most renowned higher education institutions, including three of the top universities in the United Kingdom — University of Cambridge, University of Oxford and London School of Economics, three of the top universities in the United States — Harvard University’s strategic online learning initiative, HarvardX, Massachusetts Institute of Technology and University of Chicago, and three of Africa’s top universities — University of Cape Town, University of the Witwatersrand and University of Stellenbosch Business School. GetSmarter’s portfolio currently includes over 70 short courses and, since inception, GetSmarter has served more than 50,000 students from more than 140 countries with course completion rates that average 88%.

The GetSmarter acquisition will expand our product offering to short course certificiates and extend our reach to international audiences. We also believe that the GetSmarter acquisition will accelerate our growth as a result of GetSmarter’s increased new ~~university client acquisition activities during 2016 and 2017. As a result of the GetSmarter acquisition, we now manage our business in two operating segments: our Graduate~~Degree Program Segment, our marketing and sales expense in any period generates student enrollments seven to twelve months later, on average. We then generate revenue as students progress through their programs, which generally occurs over a two-year period following initial enrollment. Accordingly, our ~~Short Course Segment.~~

~~September 2017 Public Offering~~

~~On September 11, 2017,~~marketing and sales expense in any period is an investment to generate revenue in future periods. Therefore, we ~~sold 4,047,500 shares~~do not believe it is meaningful to directly compare current period revenue to current period marketing and sales expense.

In our Alternative Credential Segment, our marketing and sales expense in any period generates student enrollments as much as 24 weeks later. We then generate revenue as students progress through their courses, which typically occurs over a two- to six-month period following initial enrollment.

Curriculum and Teaching

Curriculum and teaching expense consists primarily of ~~our common stock~~amounts due to ~~the public, including 547,500 shares sold pursuant to the underwriters’ over-allotment option. We received net proceeds of $189.5 million, which we intend~~universities for licenses to use ~~for general corporate purposes, including expenditures for graduate program~~their brand names and ~~short course marketing, technology and content development,~~other trademarks in connection with ~~new graduate program~~our executive education and ~~short course launches and growing existing graduate programs and short courses.~~

~~Components of Operating Results and Results of Operations~~

~~Third Quarter 2017 Highlights~~

· ~~Revenue was $70.3 million, an increase of 35.2% from $52.0 million in the third quarter of 2016.~~

· ~~Net loss was $(14.7) million, or $(0.30) per share, compared to $(6.8) million or $(0.14) per share, in the third quarter of 2016.~~

· ~~Adjusted EBITDA loss was $(3.7) million, compared to $(0.2) million in the third quarter of 2016.~~

~~Revenue~~

~~Revenue for the third quarter of 2017 was $70.3 million,~~ an increase of 35.2%, from $52.0 million for the same period of 2016. Graduate Program Segment revenue increased by 26.9%, primarily due to a 25.8% increase in full course equivalent enrollments. We also reported an incremental revenue increase of 8.3% related to our Short Course Segment.

~~Revenue for the first nine months of 2017 was $200.1 million,~~ an increase of 34.7%, from $148.5 million for the same period of 2016. Graduate Program Segment revenue increased by 31.8%, primarily due to a 29.0% increase in full course equivalent enrollments. We also reported an incremental revenue increase of 2.9% related to our Short Course Segment.

~~Costs~~

Costs consist of curriculum and teaching, servicing and support, technology and content development, marketing and sales, and general and administrative. To support our anticipated growth, we expect to continue to hire new employees (which will increase both our cash and non-cash compensation and benefit costs, including stock-based compensation), increase our promotion and student acquisition efforts, expand our technology infrastructure and increase our other support capabilities. As a result, we expect our costs to increase in absolute dollars, but to decrease as a percentage of revenue over time as we achieve economies of scale through the expansion of our business.

~~Non-cash stock-based compensation expense is a component of compensation cost within each~~boot camp offerings. The payments are based on contractually specified percentages of the ~~five cost categories~~ described above. In early 2014, the Compensation Committee of our Board of Directors approved a framework for granting equity awards under our 2014 Equity Incentive Plan. Under this framework, the majority of our equity awards are made on or around April 1 of each yeartuition and ~~typically have four-year vesting periods.~~

~~Curriculum and teaching.~~fees we receive from students in those offerings. Curriculum and teaching ~~costs are associated with our Short Course Segment and consist primarily of costs related to royalties due to our university clients based on the revenue associated with short course offerings. It~~expense also includes ~~costs to compensate short course tutors, as well as cash compensation costs to employees related to~~personnel and personnel-related expense for our ~~support of this function. Curriculum~~executive education and ~~teaching costs for the third quarter and first nine months of 2017 were each $1.8 million.~~

boot camp instructional staff.

Servicing and ~~support.~~Support

Servicing and support ~~costs consist~~expense consists primarily of ~~cash~~personnel and ~~non-cash compensation and benefit costs (including stock-based compensation) related to~~personnel-related expense associated with the management and operations of ~~graduate programs~~our educational offerings, as well as supporting students and ~~short courses. It~~faculty members. Servicing and support expense also includes ~~software licensing, telecommunications, technical~~expenses to support ~~and other costs related to providing access to and support for~~ our ~~SaaS technology for our university clients and students. In addition, servicing and support includes costs to~~platform, facilitate in-program field placements and student immersions, and ~~other student enrichment experiences, as well as costs to~~ assist ~~our university clients~~ with ~~their state~~ compliance requirements.

Servicing and support costs for the third quarter of 2017 were $12.9 million, an increase of 25.0%, from $10.3 million for the same period of 2016. This was primarily due to a 18.6% increase in cash and non-cash compensation and benefit costs within our Graduate Program Segment, as we increased our headcount by 15% to serve a growing number of students and faculty in existing and new graduate programs. The increase also included 3.3% of additional servicing and support costs associated with our Short Course Segment. The remainder of the increase related to other net costs to service and support our Graduate Program Segment.

Servicing and support costs for the first nine months of 2017 were $37.3 million, an increase of 23.9%, from $30.1 million for the same period of 2016. This was primarily due to a 16.8% increase in cash and non-cash compensation and benefit costs within our Graduate Program Segment, as we increased our headcount by 16% to serve a growing number of students and faculty in existing and graduate programs. Additionally, 3.9% of the increase related to rent, other facilities costs and travel costs within our Graduate Program Segment. The increase also included 1.1% of additional servicing and support costs associated with our Short Course Segment. The remainder of the increase related to other net costs to service and support our Graduate Program Segment.

Technology and ~~content development.~~Content Development

Technology and content development ~~costs consist~~expense consists primarily of ~~cash~~personnel and ~~non-cash compensation and benefit costs (including stock-based compensation) and outsourced services costs related to~~personnel-related expense associated with the ongoing improvement and maintenance of our ~~SaaS technology, and the developed content for our graduate programs and short courses. It also includes the associated amortization expense related to capitalized technology and content development,~~platform, as well as hosting and ~~other costs associated with maintaining our SaaS technology in a cloud environment. Additionally, it includes the costs to support our internal infrastructure, including our cloud-based server usage.~~

licensing expenses. Technology and content ~~development costs for~~expense also includes the ~~third quarter~~amortization of 2017 were $12.7 million, an increase of 46.9%, from $8.7 million for the same period of 2016. This was due in part to a 13.1% increase in cash and non-cash compensation and benefit costs (net of amounts capitalized for technology and content development) within our Graduate Program Segment, as we increased our headcount by 24% to support the scaling of existing and launch of new graduate programs. Additionally, 15.1% of the increase related to higher amortization expense associated with capitalized technology and content development, as well as higher hosting and licensing costs, within our Graduate Program Segment due to the larger number of courses that have been developed and the continued maintenance of our SaaS technology in a cloud environment. The increase also included 18.1% of additional technology and content development costs associated with our Short Course Segment. The remainder of the increase related to other net costs to support and maintain our internal software applications in our Graduate Program Segment.

Technology and content development costs for the first nine months of 2017 were $33.1 million, an increase of 33.4%, from $24.8 million for the same period of 2016. This was due in part to a 11.1% increase in cash and non-cash compensation and benefit costs (net of amounts capitalized for technology and content development) within our Graduate Program Segment, as we increased our headcount by 28% to support the scaling of existing and launch of new graduate programs. Additionally, 13.8% of the increase related to higher amortization expense associated with capitalized technology and content development, as well as higher hosting and licensing costs, within our Graduate Program Segment due to the larger number of courses that have been developed and the continued maintenance of our SaaS technology in a cloud environment. The increase also included 6.3% of additional technology and content development costs associated with our Short Course Segment. The remainder of the increase related to other net costs to support and maintain our internal software applications in our Graduate Program Segment.

~~Marketing and sales.~~ Marketing and sales costs consist primarily of costs related to student acquisition. This includes the cost of online advertising and prospective student generation, as well as cash and non-cash compensation and benefit costs (including stock-based compensation) for our graduate program and short course marketing, search engine optimization, marketing analytics and admissions application counseling personnel.

Marketing and sales costs for the third quarter of 2017 were $41.3 million, an increase of 46.7%, from $28.2 million for the same period of 2016. This was primarily due to a 18.4% increase in direct internet marketing costs to acquire students for our Graduate Program Segment. Additionally, 6.8% of the increase related to cash and non-cash compensation and benefit costs, as we increased our headcount by 23% within our Graduate Program Segment to acquire students for, and drive revenue growth in existing and new graduate programs. The increase also included 15.2% of additional marketing and sales costs associated with our Short Course Segment. The remainder of the increase related to other net costs to support graduate program marketing efforts within our Graduate Program Segment.

Marketing and sales costs for the first nine months of 2017 were $113.2 million, an increase of 42.8%, from $79.3 million for the same period of 2016. This was primarily due to a 23.0% increase in direct internet marketing costs to acquire students for our Graduate Program Segment. Additionally, 8.6% of the increase related to cash and non-cash compensation and benefit costs, as we increased our headcount by 24% within our Graduate Program Segment to acquire students for, and drive revenue growth in, existing and new graduate programs. The increase also included 5.4% of additional marketing and sales costs associated with our Short Course

~~Segment. The remainder of the increase related to other net costs to support our graduate program marketing efforts within our Graduate Program Segment.~~

content.

General and ~~administrative.~~Administrative

General and administrative ~~costs consist~~expense consists primarily of ~~cash~~personnel and ~~non-cash compensation and benefit costs (including stock-based compensation)~~personnel-related expense for ~~employees in~~ our centralized functions, including executive ~~administrative,~~management, legal, finance, ~~and accounting, legal, communications and~~ human resources, ~~functions. It~~and other departments that do not provide direct operational services. General and administrative expense also includes ~~external legal, accounting and other~~certain professional fees ~~telecommunications charges~~ and other corporate ~~costs such as insurance~~expenses.

Restructuring charges

Restructuring charges consist of severance and ~~travel that are not related to another function.~~

~~General and administrative~~severance-related costs, for the third quarter of 2017 were $17.2 million, an increase of 48.9%, from $11.6 million for the same period of 2016. This was primarily due to a 19.5% increase in cash and non-cash compensation and benefit costs within our Graduate Program Segment, as we increased our headcount by 15% to support our growing business. ~~Additionally, 8.8% of the increase related to higher consulting and other professional services within our Graduate Program Segment primarily driven by additional recurring and non-recurring~~ costs associated with the ~~acquisition~~exit of GetSmarter, partially offset by reductions in year-over-year costs after the integration of our enterprise resource planning system which was completed in the second quarter of 2017. The increase also included 14.0% of additional generalfacilities, and ~~administrative~~ costs associated with ~~our Short Course Segment. The remainder~~professional services.

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Impairment charges

Impairment charges consist of amounts recorded to write down the ~~increase related~~carrying value of assets to ~~other net costs to support growth within our Graduate Program Segment.~~

General and administrative costs for the first nine months of 2017 were $44.8 million, an increase of 36.0%, from $33.0 million for the same period of 2016. This was primarily due to a 14.6% increase in cash and non-cash compensation and benefit costs within our Graduate Program Segment, as we increased our headcount by 17% to support our growing business, and a 4.0% combined increase in rent, other facilities costs and travel costs within our Graduate Program Segment. Additionally, 7.0% of the increase related to higher consulting and other professional services within our Graduate Program Segment primarily driven by additional recurring and non-recurring costs associated with the acquisition of GetSmarter and partially offset by reductions in year-over-year costs after the integration of our enterprise resource planning system which was completed in the second quarter of 2017. The increase also included 4.9% of additional general and administrative costs associated with our Short Course Segment. The remainder of the increase related to other net costs to support growth within our Graduate Program Segment.

fair value.

Net Interest Income (Expense)

~~Interest~~

Net interest income ~~is derived~~(expense) consists primarily of interest expense from our long-term debt and interest ~~received on~~income from our cash and cash equivalents. Interest expense ~~consists primarily of~~also includes the amortization of ~~deferred financing costs associated with~~debt issuance costs.

Debt modification expense and loss on debt extinguishment

Debt modification expense and loss on debt extinguishment consists of amounts recorded related to the refinancing of certain of our line of credit. Net interest income (expense) reflects the aggregation of interest income and interest expense. In the third quarter of 2017, we incurred net interest expense of $18,000, compared to net interest income of $37,000 in the same period of 2016. In the first nine months of 2017, we earned interest income of $230,000, an increase of 24.1%, from $185,000 for the same period of 2016.

debt obligations.

Other Income (Expense), Net

Other income (expense), net consists primarily ~~consists~~ of foreign currency gains and ~~losses. In~~losses, gains and losses related to the ~~third quarter~~sale of ~~2017,~~receivables and other non-operating income and expense.

Income Taxes

Our income tax provisions for all periods consist of U.S. federal, state and foreign income taxes. Our effective tax rate for the period is based on a mix of higher-taxed and lower-taxed jurisdictions.

Results of Operations

Consolidated Operating Results

Comparison of Three Months Ended March 31, 2024 and 2023

The following table presents selected condensed consolidated statement of operations and comprehensive loss data for each of the periods indicated.


	Three Months Ended March 31,
	2024				2023				Period-to-Period Change
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Amount		Percentage

	(dollars in thousands)
Revenue	$	198,377	100.0	%	$	238,504	100.0	%	$	(40,127)	(16.8)	%
Costs and expenses
Curriculum and teaching	31,052		15.7		32,840		13.8		(1,788)		(5.4)
Servicing and support	25,511		12.9		36,109		15.1		(10,598)		(29.4)
Technology and content development	34,995		17.6		45,484		19.1		(10,489)		(23.1)
Marketing and sales	89,712		45.2		100,175		42.0		(10,463)		(10.4)
General and administrative	39,702		20.0		39,250		16.5		452		1.2
Restructuring charges	4,727		2.4		4,875		2.0		(148)		(3.0)

Total costs and expenses	225,699		113.8		258,733		108.5		(33,034)		(12.8)
Loss from operations	(27,322)		(13.8)		(20,229)		(8.5)		(7,093)		35.1
Interest income	577		0.3		365		0.2		212		58.1
Interest expense	(19,267)		(9.7)		(17,957)		(7.5)		(1,310)		7.3
Debt modification expense and loss on debt extinguishment	—		—		(16,735)		(7.0)		16,735		(100.0)
Other income (expense), net	(8,404)		(4.2)		607		0.3		(9,011)		*
Loss before income taxes	(54,416)		(27.4)		(53,949)		(22.5)		(467)		0.9
Income tax expense	(233)		(0.1)		(113)		—		(120)		106.2
Net loss	$	(54,649)	(27.5)	%	$	(54,062)	(22.5)	%	$	(587)	1.1	%

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Revenue. Revenue for the three months ended March 31, 2024 decreased $40.1 million, or 16.8%, to $198.4 million as compared to $238.5 million in 2023.

Revenue from our Degree Program Segment decreased $28.9 million, or 20.6%. This decrease was due to certain programs operating in 2023 that are no longer operating in 2024 due to portfolio management activities and a greater number of students graduating from our programs, who enrolled during the pandemic, than the number of student enrollments in these programs in the period. Full course equivalent (“FCE”) enrollments decreased by 10,798 or 19.5%.

Revenue from our Alternative Credential Segment decreased $11.2 million, or 11.4%. This decrease was primarily due to a $21.9 million decrease in revenue from our boot camp offerings driven by a 30% decrease in FCE enrollments, particularly in coding boot camps. This decrease was partially offset by an $11.0 million increase in revenue from the company’s executive education offerings driven by a 32% increase in FCE enrollments.

Curriculum and Teaching. Curriculum and teaching expense decreased $1.8 million, or 5.4%, to $31.1 million as compared to $32.8 million in 2023. This decrease was primarily due to lower revenue in certain offerings in our Alternative Credential Segment resulting in a decrease in amounts due to university clients.

Servicing and Support. Servicing and support expense decreased $10.6 million, or 29.4%, to $25.5 million as compared to $36.1 million in 2023. This decrease was primarily due to a decrease in personnel and personnel-related expense.

Technology and Content Development. Technology and content development expense decreased $10.5 million, or 23.1%, to $35.0 million as compared to $45.5 million in 2023. This decrease was primarily due to a $6.5 million decrease in personnel and personnel-related expense and a $6.4 million decrease in depreciation and amortization expense. These decreases were partially offset by a $2.1 million increase in expenses to support our platform and software applications.

Marketing and Sales. Marketing and sales expense decreased $10.5 million, or 10.4%, to $89.7 million as compared to $100.2 million in 2023. This decrease was primarily due to a $6.3 million decrease in marketing expense and a $3.0 million decrease in personnel and personnel-related expense.

General and Administrative. General and administrative expense increased $0.5 million, or 1.2%, to $39.7 million as compared to $39.3 million in 2023. This increase was primarily due to a $7.0 million increase in costs to implement the company’s comprehensive performance improvement initiative, a $1.8 million increase in certain litigation-related expense, and a $1.1 million increase in depreciation and amortization expense. These increases were partially offset by a $9.8 million decrease in personnel and personnel-related expense.

Restructuring Charges. Restructuring charges of $4.7 million for the three months ended March 31, 2024 were comparable to the three months ended March 31, 2023.

Net Interest Income (Expense). Net interest expense increased $1.1 million, or 6.2%, to $18.7 million as compared to $17.6 million in 2023. This increase was primarily due a $0.9 million increase in interest expense incurred under our Second Amended Credit Agreement.

Debt modification expense and loss on debt extinguishment. During the three months ended March 31, 2023, we ~~earned~~recorded $12.1 million in loss on debt extinguishment and $4.6 million in debt modification expense related to the refinancing of the Second Amended Credit Agreement.

Other Income (Expense), Net. Other expense, net was $8.4 million for the three months ended March 31, 2024, as compared to other income, net of ~~$59,000, compared~~$0.6 million for the three months ended March 31, 2023. This change was primarily due to ~~no activity~~an $8.1 million loss on the sale of receivables under the Factoring Agreement during the three months ended March 31, 2024 and fluctuations in foreign currency rates impacting our operations in the same period of 2016. In the first nine months of 2017, we incurred other expense, net, of $972,000 primarly due to foreign currency rate fluctuations associated with the acquisition and operations of our Short Course Segment, compared to no activity in the same period of 2016.

Alternative Credential Segment.

Income Tax ~~Benefit~~

~~During~~Expense. For the ~~third quarter and first nine~~three months ~~of 2017,~~ended March 31, 2024, we recognized ~~a $1.0~~income tax expense of $0.2 million, and our effective tax ~~benefit. The~~rate was less than 1%. For the three months ended March 31, 2023, we recognized an income tax ~~benefit primarily relates to the amortization~~expense of ~~intangible assets established in connection with the GetSmarter acquisition~~$0.1 million, and ~~losses generated from the acquired operations.~~our effective tax rate was less than 1%. To date, we have not been required to pay U.S. federal income taxes because of our current and accumulated net operating losses. ~~Our tax rate will fluctuate from~~

Tab l e of Contents

Business Segment Operating Results

We define segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, performance improvement initiative implementation expense, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, debt modification expense and losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period ~~to period due to changes in the mix of earnings between countries~~ and ~~the need to record valuation allowances against our subsidiaries’ earnings.~~

~~Consolidated Statements of Operations as a Percentage of Revenue~~

~~The following table sets forth selected consolidated statements of operations data as a percentage of revenue for each of the periods indicated.~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Revenue

100.0
%
100.0
%
100.0
%
100.0
%
Costs and expenses

Curriculum and teaching

2.6

—

0.9

—

Servicing and support

18.4

19.9

18.7

20.3

Technology and content development

18.1

16.7

16.5

16.7

Marketing and sales

58.8

54.2

56.6

53.4

General and administrative

24.5

22.3

22.4

22.2

Total costs and expenses

122.4

113.1

115.1

112.6

Loss from operations

(22.4
)
(13.1
)
(15.1
)
(12.6
)
Other income (expense):

Interest income

0.0

0.1

0.1

0.2

Interest expense

(0.0
)
0.0

0.0

0.0

Other income (expense), net

0.0

—

(0.5
)
—

Total other income (expense)

0.0

0.1

(0.4
)
0.2

Loss before income taxes

(22.4
)
(13.0
)
(15.5
)
(12.4
)
Income tax benefit

1.4

—

0.5

—

Net loss

(21.0
)%
(13.0
)%
(15.0
)%
(12.4
)%

~~Key Business and Financial Performance Metrics~~

We use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. In addition to adjusted EBITDA, which we discuss below and revenue and the components of loss from operations in the section above entitled “—Components of Operating Results and Results of Operations”, we utilize full course equivalent enrollments as a key metric to evaluate the success of our growth strategy.

~~Platform Revenue Retention Rate~~

~~Beginning with this Quarterly Report on Form 10-Q, we have ceased~~ using platform revenue retention rate to evaluate the success of our growth strategy. In our Graduate Program Segment, we operate under long-term contracts, and since inception, have not lost a contract for an operating program or had material period over period revenue declines in the programs we operate under these contracts. We have also extended seven of our first 11 contracts prior to expiration and have no contracts that are scheduled to expire prior to 2021. Given these facts, we have determined that platform revenue retention rate currently provides little to no value in evaluating our business and is not expected to provide value in the future.

~~Full Course Equivalent Enrollments~~

We measure full course equivalent enrollments for each of the courses offered during a particular period, the number of students enrolled in that course multiplied by the percentage of the course completed during that period. We use this metric to account for the fact that many courses we enable straddle two or more fiscal quarters. For example, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count the course as having 10 full course equivalent enrollments for that period. Any individual student may be enrolled in more than one course during a period.

Average revenue per full course equivalent enrollment represents our weighted-average revenue per course across the mix of courses being offered during a period within each of our operating segments. This number is derived by dividing the total revenue for a period for each of our operating segments by the number of full course equivalent enrollments within the applicable segment during that same period. This amountthey may vary from period to period depending on the academic calendars of our university clients, the relative growth rates of graduate programs and short courses, as applicable, with varying tuition levels, the launch of new graduate programs or short courses with higher or lower than average net tuition costs and annual tuition increases instituted by our university clients.

~~The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment in our Graduate Program Segment for the periods presented.~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Graduate program full course equivalent enrollments

24,062

19,126

71,822

55,658

Graduate program average revenue per full course equivalent enrollment

$
2,740

$
2,717

$
2,725

$
2,668

* Of the increase in full course equivalent enrollments for the third quarter and first nine months of 2017, 502 or 10.2% and 927 or 5.7%, respectively, were attributable to graduate programs launched during the 12 months ended September 30, 2017.

~~The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment in our Short Course Segment for the periods presented.~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Short courses full course equivalent enrollments

4,079

—

*

—

Short courses average revenue per full course equivalent enrollment**

$
1,232

$
—

$
*

$
—

* We acquired GetSmarter on July 1, 2017 and their results of operations are included in our financial results effective with the third quarter of 2017. As such, the full course equivalent enrollment measures of our short courses are measured only for the third quarter of 2017.

** The calculation of short courses average revenue per full course equivalent enrollment includes $0.7 million of revenue that was excluded in the results of operations for the third quarter of 2017, due to an adjustment recorded as partperiod. Total segment profitability is a non-GAAP measure when presented outside of the ~~provisional valuation of GetSmarter.~~

~~Adjusted EBITDA~~

Adjusted EBITDA represents our earnings before net interest income (expense), taxes, depreciation and amortization, foreign currency gains or losses, acquisition-related gains or losses and stock-based compensation expense. Adjusted EBITDAfinancial statement footnotes. Total segment profitability is a key measure used by our management and board of directors to understand and evaluate our ~~core~~ operating performance and trends, ~~to prepare and approve our annual budget and~~ to develop short- and long-term operational ~~plans.~~plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses in calculating ~~adjusted EBITDA~~total segment profitability can provide a useful measure for period-to-period comparisons of our ~~core~~ business. Accordingly, we believe that ~~adjusted EBITDA~~total segment profitability provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with U.S. GAAP. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate adjusted EBITDA in the same manner as we do. We prepare adjusted EBITDA to eliminate the impact of stock-based compensation expense, which we do not consider indicative of our core operating performance.

Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are:

· although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

· ~~adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;~~

· ~~adjusted EBITDA does not reflect acquisition related gains and losses such as, but not limited to, post-acquisition changes in the value of contingent consideration reflected in operations;~~

· ~~adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;~~

· ~~adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and~~

· ~~other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.~~

~~Because of these and other limitations, you should consider adjusted EBITDA alongside other U.S. GAAP-based financial~~ ~~performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results.~~

The following table presents a reconciliation of total segment profitability to net loss ~~to adjusted EBITDA~~ for each of the periods ~~indicated:~~


	Three Months Ended March 31,
	2024		2023

	(in thousands)
Net loss	$	(54,649)	$	(54,062)
Adjustments:
Stock-based compensation expense	5,324		14,563
Other expense (income), net	8,404		(607)
Net interest expense	18,690		17,592
Income tax expense	233		113
Depreciation and amortization expense	24,686		30,020

Debt modification expense and loss on debt extinguishment	—		16,735
Restructuring charges	4,727		4,875
Other*	9,880		962
Total adjustments	71,944		84,253
Total segment profitability	$	17,295	$	30,191



*						Includes (i) transaction and integration expense of $0.3 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively, and (ii) litigation-related expense of $2.6 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively, and (iii) performance improvement initiative implementation expense of $7.0 million and $0 for the three months ended March 31, 2024 and 2023, respectively.

Tab

~~Liquidity~~l e of Contents

Three Months Ended March 31, 2024 and ~~Capital Resources~~

~~Sources of Liquidity~~

In June 2017, we amended our credit agreement with Comerica for a $25.0 million revolving line of credit pursuant to which, among other things, Comerica consented to our acquisition of GetSmarter and our formation of certain subsidiaries in connection therewith, and we extended the maturity date through July 31, 2017. In the third quarter of 2017, we further amended our credit agreement to extend the maturity date through December 31, 2017. No amounts were outstanding under this credit agreement as of September 30, 2017 or December 31, 2016.

Certain of our operating lease agreements entered into require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of September 30, 2017, we have entered into standby letters of credit totaling $11.5 million, as security deposits for the applicable leased facilities. Additionally, in June 2017, the Company entered into standby letters of credit totaling $3.5 million in connection with two government grants. These letters of credit reduced the aggregate amount we may borrow under our revolving line of credit to $10.0 million.

Under this revolving line of credit, we have the option of borrowing funds subject to (i) a base rate, which is equal to 1.5% plus the greater of Comerica Bank’s prime rate, the federal funds rate plus 1% or the 30 day LIBOR plus 1%, or (ii) LIBOR plus 2.5%. For amounts borrowed under the base rate, we may make interest-only payments quarterly, and may prepay such amounts with no penalty. For amounts borrowed under LIBOR, we may make interest-only payments in periods of one, two and three months and will be subject to a prepayment penalty if we repay such borrowed amounts before the end of the interest period.

Borrowings under the line of credit are collateralized by substantially all of our assets. The availability of borrowings under this credit line is subject to our compliance with reporting and financial covenants, including, among other things, that we achieve specified minimum three-month trailing revenue levels during the term of the agreement and specified minimum six-month trailing profitability levels for some of our graduate programs, measured quarterly. In addition, we are required to maintain a minimum adjusted quick ratio, which measures our short-term liquidity, of at least 1.10 to 1.00. As of September 30, 2017 and December 31, 2016, our adjusted quick ratios were 6.27 and 5.43, respectively.

The covenants under the line of credit also place limitations on our ability to incur additional indebtedness or to prepay permitted indebtedness, grant liens on or security interests in our assets, carry out mergers and acquisitions, dispose of assets, declare, make or pay dividends, make capital expenditures in excess of specified amounts, make investments, loans or advances, enter into transactions with our affiliates, amend or modify the terms of our material contracts, or change our fiscal year. If we are not in compliance with the covenants under the line of credit, after any opportunity to cure such non-compliance, or we otherwise experience an event of default under the line of credit, the lenders may require repayment in full of all principal and interest outstanding. If we fail to repay such ~~amounts, the lenders could foreclose on the assets we have pledged as collateral under the line of credit. We are currently in compliance with all such covenants.~~

Our Short Course Segment has $1.9 million of revolving debt facilities. All of the facilities mature on December 31, 2017 with payment due on January 1, 2018. As of September 30, 2017, no significant amounts were outstanding under these facilities and the interest rate was 10.25%.

~~Public Offering of Common Stock~~

On September 11, 2017, we sold 4,047,500 shares of our common stock to the public, including 547,500 shares sold pursuant to the underwriters’ over-allotment option. We received net proceeds of $189.5 million, which we intend to use for general corporate purposes, including expenditures for graduate program and short course marketing, technology and content development, in connection with new graduate program and short course launches and growing existing graduate program and short courses.

~~Cash Flows~~

2023

The following table ~~summarizes our cash flows~~presents revenue by segment and segment profitability for each of the periods ~~presented:~~

Nine Months Ended
September 30,

2017

2016

(in thousands)

Cash (used in) provided by:

Operating activities

$
(26,079
)
$
(14,422
)
Investing activities

(134,409
)
(16,158
)
Financing activities

195,241

3,778

Effects of exchange rate changes on cash

(1,049
)
—

Net changes in cash and cash equivalents

$
33,704

$
(26,802
)

~~Operating Activities~~

~~Cash used~~indicated.


	Three Months Ended March 31,				Period-to-Period Change
	2024		2023		Amount		Percentage

	(dollars in thousands)
Revenue by segment*
Degree Program Segment	$	111,546	$	140,480	$	(28,934)	(20.6)	%
Alternative Credential Segment	86,831		98,024		(11,193)		(11.4)
Total revenue	$	198,377	$	238,504	$	(40,127)	(16.8)	%

Segment profitability
Degree Program Segment	$	31,985	$	47,204	$	(15,219)	(32.2)	%
Alternative Credential Segment	(14,690)		(17,013)		2,323		13.7
Total segment profitability	$	17,295	$	30,191	$	(12,896)	(42.7)	%



*						Immaterial amounts of intersegment revenue have been excluded from the above results for the three months ended March 31, 2024 and 2023.

Degree Program Segment profitability decreased $15.2 million, or 32.2%, to $32.0 million as compared to $47.2 million in ~~operating activities for the first nine months of 2017 was $26.1 million, an increase of 80.8% from $14.4 million for the same period of 2016.~~2023. This decrease was primarily due to a ~~42.8%~~$28.9 million decrease in revenue, partially offset by a $13.7 million decrease in operating expense driven by a decrease in personnel and personnel-related expense.

Alternative Credential Segment profitability increased $2.3 million, or 13.7%, to $(14.7) million as compared to $(17.0) million in 2023. This increase was primarily due a $13.5 million decrease in ~~net loss~~operating expense driven by a decrease in personnel and ~~a 93.4% increase in up front~~personnel-related costs and marketing ~~rights payments to universities,~~expense, partially offset by an $11.2 million decrease in revenue.

Liquidity and Capital Resources

As of March 31, 2024, our principal sources of liquidity were cash and cash equivalents totaling $124.7 million, which were ~~offset by changes in~~held for working capital and ~~non-cash expenses.~~ general corporate purposes.

In ~~addition, there was~~April 2020, we issued the 2025 Notes in an ~~increase~~aggregate principal amount of ~~10.4%~~$380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in ~~cash used~~a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in ~~operating activites associated~~arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes mature on May 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to November 1, 2024, the 2025 Notes are convertible only upon satisfaction of certain conditions, and thereafter at any time until the close of business on the second scheduled trading date immediately before the maturity date. In connection with the ~~GetSmarter acquisition.~~

~~Investing Activities~~

~~Cash~~2025 Notes, we entered into privately negotiated capped call transactions with a premium cost of approximately $50.5 million. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2025 Notes and/or to offset any cash payments we are required to make in excess of the principal amount of the converted 2025 Notes, with such reduction and/or offset subject to the cap. The net proceeds from the issuance of the 2025 Notes were $319.0 million after deducting the initial purchasers’ discount, offering expenses and the cost of the capped call transactions. As of March 31, 2024, the conditions allowing holders of the 2025 Notes to convert had not been met and we have the right under the 2025 Indenture to determine the method of settlement at the time of conversion, and the 2025 Notes, therefore, are classified as a non-current on the condensed consolidated balance sheets.

In June 2021, we entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”), with Alter Domus (US) LLC as administrative agent and collateral agent, to make term loans to us in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”), which had an initial maturity date of December 28, 2024. Loans under this facility, which was amended in January 2023 as described below, bore interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. We used ~~in investing activies for~~ the ~~first nine months~~proceeds of ~~2017 was $134.4 million, an increase~~the 2021 Term Loan Facilities to fund a portion of ~~$118.2 million from $16.2 million for~~ the ~~same period of 2016. This was primarily due~~edX acquisition and to ~~$97.1 million in net cash paid~~pay related costs, fees and expenses. On November 4, 2021, we entered into a First Amendment to ~~acquire GetSmarter, a $17.3 million increase due to purchases of property, plant~~Term Loan Credit and ~~equipment for our new office locations~~Guaranty Agreement and a ~~$3.9 million increase~~Joinder Agreement, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facilities”) primarily to provide for an incremental facility to us in ~~additions~~an

Tab l e of Contents

original principal amount of $100 million. The proceeds of the Amended Term Loan Facilities may be used for general corporate purposes.

In January 2023, we entered into an Extension Amendment, Second Amendment and First Incremental Agreement to ~~amortizable intangible assets~~Credit and Guaranty Agreement, (the “Second Amended Credit Agreement”), which amended the Amended Term Loan Facilities. The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to ~~support a greater number~~reduce the outstanding principal amount of ~~launched graduate programs and short courses.~~

~~Financing Activities~~

Cash provided by financing activities for the first nine months of 2017 was $195.2 million, an increase of $191.5 million from $3.8 million for the same period of 2016. This was primarily due to $189.9 million in proceeds received from our public offering of common stock and $2.5 million in debt.

~~Operating and Capital Expenditure Requirements~~

During the first nine months of 2017, we had new capital asset additions of $49.6 million, which was comprised of $25.0 million of leasehold improvements, $17.0 million in capitalized technology and content development and $7.6 million of other property and equipment. The $49.6 million increase consisted of $37.3 million in cash capital expenditures, with the remainder primarily comprised of landlord funded leasehold improvements. We also incurred approximately $0.4 million of deferred offering costs included in accounts payable and accrued expenses, in connection with our public offering of common stock. For the full year of 2017, we expect new capital asset additions of approximately $64 to $69 million, of which approximately $11 to $13 million will be funded by landlord leasehold improvement allowances.

~~Contractual Obligations and Commitments~~

We have non-cancelable operating leases for our office space, and we are also contractually obligated to make fixed payments to certain of our university clients in exchange for contract extensions and various marketing and other rights.

We have a $25.0 million line of credit from Comerica Bank (with letters of credit reducing the aggregate amount we may borrow to $10.0 million), as well as $1.9 million of revolving debt facilities. As of September 30, 2017, no amounts wereterm loans outstanding under the ~~line~~Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of ~~credit~~the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of our 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and ~~no significant~~to provide a senior secured first lien revolving loan facility in the principal amount of $40 million. The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). Loans under the Second Amended Credit Agreement bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans.

In January 2023, we consummated the issuance of the notes (the “2030 Notes”) in an aggregate principal amount of $147.0 million in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The 2030 Notes are governed by an indenture (the “2030 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by us or converted. At any time from, and after January 11, 2023, the 2030 Notes are convertible only upon satisfaction of certain conditions, and thereafter at any time until the close of business on the second scheduled trading date immediately before the maturity date. The net proceeds from the issuance of the 2030 Notes were $127.1 million. We used the proceeds from the offering of the 2030 Notes, along with cash on our balance sheet, to repay a portion of the amounts ~~were~~ outstanding under the ~~revolving debt facilities.~~

~~See~~Amended Term Loan Facilities. We have the right under the 2030 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2030 Notes are classified as non-current on the condensed consolidated balance sheets.

Refer to Note 68 in the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 ~~and “Legal Proceedings” contained in Part II, Item 1~~ of this Quarterly Report on Form 10-Q for ~~additional~~more information regarding ~~contingencies.~~

~~Critical Accounting Policies~~

~~Revenue Recognition~~

~~Consistent with~~ our ~~revenue recognition policy related~~debt. Refer to the Graduate Program Segment, revenue related to the Short Course Segment is recognized when all of the following conditions are met: (i) persuasive evidence of an arrangement exists, (ii) rendering of services is complete, (iii) fees are fixed or determinable and (iv) collection of fees is reasonably assured. Please refer to Note 2 in the “Notes to Consolidated Financial Statements” includedrisks described in Part II, Item ~~8 of our Annual~~1A “Risk Factors” in this Quarterly Report on Form ~~10-K, filed~~10-Q, for a discussion of the risks related to our indebtedness and capital structure. Specifically, refer to the risk factors titled, “The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility,” and, “We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business.”

We have financed our operations primarily through payments from our clients and students for our technology and services, the borrowings under our Second Amended Credit Agreement, the 2025 Notes, the 2030 Notes, and public and private equity financings. In January 2024, we entered into a receivables factoring transaction with Morgan Stanley Senior Funding (“Morgan Stanley”) whereby Morgan Stanley has committed to purchase certain receivables owing to the company related to portfolio management activities at a purchase rate of 88% (the “Factoring Agreement”). During the three months ended March 31, 2024, the Company sold, without recourse, $82.1 million of receivables under the Factoring Agreement, with net proceeds of $74.0 million. We believe that our existing cash and cash equivalents, together with cash generated from operations and available borrowing capacity under our Second Amended Credit Agreement, will be sufficient to meet our working capital and capital expenditure requirements for the next twelve months. However, our ability to continue as a going concern within one year from the date our condensed consolidated financial statements are issued is dependent on refinancing our debt or raising capital to reduce our debt in the short term and, as described below, regaining compliance with the ~~SEC~~Nasdaq’s minimum bid price requirements or obtaining a waiver related to the fundamental change provisions of the Convertible Notes (as defined below). If we are unable to complete the foregoing, we likely would not have sufficient cash on ~~February 24, 2017,~~hand or available liquidity to meet our debt obligations as they become due.

Pursuant to the Second Amended Credit Agreement, if more than $40 million of our 2025 Notes, which mature on May 1, 2025, remain outstanding on January 30, 2025, the maturity date of the outstanding term loan balance of $372.4 million springs forward to January 30, 2025. In addition, our Second Amended Credit Agreement includes a financial covenant that requires us to maintain $900 million minimum Recurring Revenues (as defined by the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters. As of March 31, 2024, we were in compliance with this covenant and Recurring Revenues exceeded the minimum Recurring Revenue amount by $5.8 million. We cannot provide assurance that we will achieve minimum Recurring Revenues in future periods. Based on our current outlook, we believe Recurring Revenues for the ~~significant accounting policy on revenue recognition~~four consecutive quarters ending June 30, 2024 will be less than $900 million. If we are unable to

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comply with this financial covenant and are unable to cure or obtain a waiver related to this covenant, the obligations under the Second Amended Credit Agreement could accelerate.

On March 14, 2024, we received a written notification from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that we had failed to comply with Nasdaq’s minimum bid price requirement. In accordance with Nasdaq rules, we have 180 calendar days, or until September 10, 2024 (the “Compliance Period”), to regain compliance with the minimum bid price requirement. If we fail to regain compliance by September 10, 2024, we may be eligible for a second 180 calendar day compliance period. We can regain compliance at any time during the Compliance Period if our common stock has a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days (unless the staff of Nasdaq exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)). If the Company fails to regain compliance with Nasdaq’s minimum bid requirement in a timely manner, the delisting of our common stock would constitute a “fundamental change” under the terms of (i) the 2025 Notes and (ii) the 2030 Notes (together with the 2025 Notes, the “Convertible Notes”), whereupon holders of the ~~Graduate Program Segment.~~

~~With respect~~Convertible Notes may require us to repurchase for cash all or part of their Convertible Notes at a purchase price equal to the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. We are evaluating options for regaining compliance with the minimum bid price requirement, including by effecting a reverse stock split.

We are currently evaluating options to refinance our debt in the short term, however there can be no assurance that such financing would be available to us on favorable terms or at all. Refer to the risks described in Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q, for a discussion of the risks related to our ~~Graduate~~indebtedness and capital structure. Given these factors, substantial doubt exists about our ability to continue as a going concern within one year from the date that the condensed consolidated financial statements are issued.

The implementation of the 2022 Strategic Realignment Plan has resulted in improved profitability and we expect this, in conjunction with the comprehensive performance improvement exercise initiated in the fourth quarter of 2023, will lead to further profitability improvements going forward. We believe these profitability improvements will be further aided by our long-term revenue contracts. Our ability to support our cash requirements in the long term will depend on many factors, including our ability to realize the anticipated benefits of the 2022 Strategic Realignment Plan and the comprehensive performance improvement exercise initiated in the fourth quarter of 2023 and our ability to obtain equity or debt financing on reasonable terms, if at all.

Our principal uses of cash include refinancing our debt, debt service requirements, and capital expenditures for content development, capitalized technology, and property and equipment. During the three months ended March 31, 2024 and 2023, our capital asset additions were $8.7 million and $12.8 million, respectively.

We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands).


	Three Months Ended March 31,
	2024		2023

Net cash provided by operating activities	$	72,249	$	27,478
Net cash used in investing activities	(7,310)		(11,808)
Net cash used in financing activities	(827)		(89,463)
Effect of exchange rate changes on cash	(73)		501
Net increase (decrease) in cash, cash equivalents and restricted cash	$	64,039	$	(73,292)

Operating Activities

Cash flows from operating activities have typically been generated from our net income (loss) and by changes in our operating assets and liabilities, adjusted for non-cash expense items such as depreciation and amortization expense and stock-based compensation expense. Our cash flows from operations can fluctuate from quarter to quarter due to changes in accounts receivable and deferred revenue driven by varying academic schedules and enrollment levels in our offerings. In addition to these fluctuations in working capital, cash flows from operations at the beginning of the year are impacted by greater marketing

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spend and the timing of certain payments. We also typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season, contributing to improvements in working capital in the fourth quarter.

The following sections set forth the components of our $72.2 million of cash provided by operating activities during the three months ended March 31, 2024.

Net income (loss) (adjusted for non-cash charges)

The following table sets forth our net loss (adjusted for non-cash charges) during the three months ended March 31, 2024 (in thousands):


Net loss	$	(54,649)
Non-cash interest expense	3,283
Depreciation and amortization expense	24,686
Stock-based compensation expense	5,324
Non-cash lease expense	4,162
Provision for credit losses	2,873
Loss on sale of receivables	8,120
Other	284
Net loss (adjusted for non-cash charges)	$	(5,917)

Changes in operating assets and liabilities, net of assets and liabilities acquired

The following table sets forth the net cash provided by changes in operating assets and liabilities during the three months ended March 31, 2024 (in thousands):


Changes in operating assets and liabilities:
Cash provided by accounts receivable, net and other receivables, net	$	38,876
Cash provided by prepaid expenses, other assets, and other liabilities, net	16,312
Cash provided by accounts payable and accrued expenses	2,395
Cash provided by deferred revenue	20,583
Net cash provided by changes in operating assets and liabilities	$	78,166

From December 31, 2023 to March 31, 2024:

•Accounts receivable, net and other receivables, net decreased $38.9 million. The decrease in accounts receivable, net and other receivables, net was primarily due to the sale of certain receivables under the Factoring Agreement, partially offset by an increase of accounts receivable, net due to the timing of our Degree Program Segment clients’ academic terms.

•Prepaid expenses, other assets, and other liabilities, net decreased $16.3 million. The decrease was primarily due to the sale of non-current accounts receivable under the Factoring Agreement.

•Accounts payable and accrued expenses increased $2.4 million, primarily due to a higher accrual for marketing expense.

•Deferred revenue increased $20.6 million, primarily due to the timing of our clients’ academic terms.

Investing Activities

Our investing activities primarily consist of capital expenditures to support the overall growth of our business, strategic acquisitions, and divestitures. We expect our investing cash flows to be affected by the timing of payments we ~~recognize revenue based~~make for capital expenditures and the strategic acquisition or other growth opportunities we decide to pursue.

During the three months ended March 31, 2024, net cash used in investing activities was $7.3 million. This use of cash was driven by cash outflows of $7.1 million for the addition of amortizable intangible assets and $0.2 million for purchases of property and equipment.

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Financing Activities

Our financing activities primarily consist of long-term debt borrowings, the repayment of principal on ~~our share~~long-term debt, tax withholding payments associated with the settlement of ~~net program~~restricted stock units, and cash proceeds from ~~our university clients.~~

~~With respect to our Short Course Segment, we derive~~the exercise of stock options.

During the three months ended March 31, 2024, net cash used in financing activities was $0.8 million. This use of cash was driven by net cash outflows of $1.4 million under the Second Amended Credit Agreement and the 2030 Notes and $0.1 million for tax withholding payments associated with the settlement of restricted stock units, partially offset by $0.7 million from cash proceeds received from employee stock purchase plan share purchases.

Critical Accounting Policies and Estimates

Revenue Recognition, Receivables and Provision for Credit Losses

We generate substantially all of our revenue from ~~providing premium online short courses to working professionals. A portion of revenues is shared~~contractual arrangements, with either our university clients or students, to provide our technology and services.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the ~~form~~transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of ~~a royalty,~~cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, we adjust our estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method.

Our Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts our university clients receive from their students in 2U-enabled degree programs for ~~providing the content~~tuition and ~~certifying the course. We~~fees, less credit card fees and other specified charges we have ~~determined that we are the principal~~agreed to exclude in certain university contracts. Our contracts with university clients in this ~~arrangement~~segment have a single performance obligation, as ~~we are~~ the ~~entity that has promised~~promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the ~~short course~~context of the contracts. Our contracts to provide our entire bundle of services generally have 10 to 15 year terms and our contracts to provide services under our flexible degree model generally have terms of five years or more. The single performance obligation is delivered as the ~~student. Therefore, revenues~~university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the tuition charged and the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for our expected obligation to refund tuition and fees to university clients.

Our Alternative Credential Segment derives revenue primarily from contracts with students for the ~~Short Course Segment reflect gross~~tuition and fees paid to enroll in, and progress through, our executive education programs and boot camps. Our executive education programs run between two and 16 weeks, while our boot camps run between 12 and 24 weeks. In this segment, our contracts with students include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. We recognize the proceeds received, net of any applicable pricing concessions, from the students enrolled and share contractually specified amounts received from students ~~and~~with the associated university client, in exchange for licenses to use the university ~~client royalty~~brand name and other university trademarks and other services that the university agrees to provide. These amounts are ~~recorded~~recognized as ~~an expense within~~ curriculum and teaching expenses on ~~the~~our condensed consolidated statements of operations and comprehensive loss.

~~Goodwill~~

~~Goodwill~~ Our contracts with university clients in this segment typically have a shorter duration than our contracts with university clients in our Degree Program Segment.

We do not disclose the value of unsatisfied performance obligations for our Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. We do not disclose the value of unsatisfied performance obligations for our Alternative Credential Segment because the performance obligations are part of contracts that have original durations of less than one year.

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Payments to University Clients

Pursuant to certain of our contracts in the Degree Program Segment, we have made, or are obligated to make, payments to university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and other rights. Generally, these amounts are capitalized as other assets on our condensed consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins.

Receivables, Contract Assets and Liabilities

Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net and deferred revenue on our condensed consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. Our trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. Our methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. Our estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates.

We recognize unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in our Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. Our unbilled revenue represents contract assets.

Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of our alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that exceed one year and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables.

Deferred revenue represents the excess of ~~purchase price~~amounts billed or received as compared to amounts recognized in revenue on our condensed consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed consolidated balance sheets. Our deferred revenue represents contract liabilities. We generally receive payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized.

Long-Lived Assets

Amortizable Intangible Assets

Acquired Definite-lived Intangible Assets. We capitalize purchased definite-lived intangible assets, such as software, websites and domains, trade names, and amortize them on a straight-line basis over their estimated useful life. Historically, we have assessed the useful lives of these acquired intangible assets to be between three and 10 years.

Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third-party costs, and internal payroll and payroll-related costs used in the creation of our internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating our technology with and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to five years.

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Capitalized Content Development. We develop content for each offering on a course-by-course basis in collaboration with university client faculty and industry experts. Depending upon the offering, we may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. We are responsible for the creation of materials suitable for delivery through our online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of our single performance obligation and is considered a contract fulfillment cost.

The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and other services associated with creating digital content. Additionally, we capitalize internal payroll and payroll-related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via our online learning platform. Capitalization ends when content has been fully developed by both us and the university client, at which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on a course-by-course basis and included in amortizable intangible assets, net on our condensed consolidated balance sheets. These amounts are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on-campus offerings.

Evaluation of Long-Lived Assets

We review long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value ~~of identified net assets~~(discounted cash flow) of the ~~business acquired.~~ asset or asset group. Our impairment analysis is based upon cumulative results and forecasted performance.

Goodwill and Other Indefinite-lived Intangible Assets

We review goodwill ~~at least~~and other indefinite-lived intangible assets for impairment annually, as of October 1, ~~for possible impairment. Goodwill is reviewed for possible impairment between annual tests~~and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of ~~the reporting unit~~goodwill or an indefinite-lived asset below its carrying value.

Goodwill

We test our goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. During the second quarter of 2023, we completed the update of our internal financial reporting structure to better align with the executive structure following the 2022 Strategic Realignment Plan. As a result of this update, our three reporting units within the Alternative Credential Segment (Executive Education, Boot Camp, and Open Courses) were combined into a single reporting unit (Alternative Credential). The Degree Program Segment continues to have one reporting unit (Degree Program). We performed impairment assessments before and after the change in reporting units. The results of these assessments are described further below.

We initially assess qualitative factors to determine if it is necessary to perform ~~the two-step~~a quantitative goodwill impairment review. We ~~will~~ review goodwill for impairment using ~~the two-step process~~a quantitative approach if we decide to bypass the qualitative assessment or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on ~~our~~a qualitative assessment. Upon ~~the~~ completion of ~~the two-step process,~~a quantitative assessment, we may be required to recognize an impairment based on the difference between the carrying value and the fair value of the reporting unit.

We determine the fair value of a reporting unit by utilizing a weighted combination of income-based and market-based approaches. The income-based approach requires us to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, we consider each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns.

In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly-traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies.

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We also make estimates and assumptions for market values to determine a reporting unit’s estimated fair value. Changes in these estimates and assumptions could materially affect the determination of fair value and the goodwill ~~recorded.~~

~~Recent Accounting Pronouncements~~

impairment test result.

Other Indefinite-lived Intangible Assets

In November 2021, we acquired an indefinite-lived intangible asset, which represented the established edX trade name. We concluded that due to changes in facts and circumstances, effective July 1, 2023, the edX trade name should no longer have an indefinite useful life. We began amortizing the edX trade name on a straight-line basis over its estimated remaining useful life of 25 years. The impact of this change in accounting estimate was immaterial to our consolidated statements of operations for year ended December 31, 2023. We expect the impact to be immaterial in future periods. Refer to Note 3 in the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the indefinite-lived intangible asset.

We determined the fair value of our indefinite-lived asset utilizing the income-based approach. The income-based approach requires us to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, forecasts of revenue and margins, and royalty rates. When determining these assumptions and preparing these estimates, we consider historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, the continued efforts of competitors to gain market share and prospective student enrollment patterns.

Impairment Assessments

During the second quarter of 2023, we experienced a significant decline in our market capitalization, which management deemed to be a triggering event related to our goodwill and indefinite-lived intangible asset. In addition, as a result of the change in the our reporting units in the second quarter of 2023, we performed interim impairment assessments before and after the change in reporting units. We performed these interim impairment assessments as of May 1, 2023.

For the interim impairment assessment performed as of May 1, 2023, before the change in reporting units, we determined the carrying value of our Open Courses reporting unit and the carrying value of our indefinite-lived intangible asset, both within the Alternative Credential Segment, exceeded their respective estimated fair value. As a result, during the three months ended June 30, 2023, we recorded impairment charges of $16.7 million to goodwill and $117.4 million to the indefinite-lived intangible asset. These charges are included within operating expense on our condensed consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more.

For the interim impairment assessment performed as of May 1, 2023, after the change in reporting units, management determined it was not more likely than not that the fair values of the Degree Program reporting unit and the Alternative Credential reporting unit were less than their respective carrying amounts. As such, we concluded that the goodwill relating to those reporting units was not impaired and further quantitative impairment assessment was not necessary.

During the third quarter of 2023, we experienced a significant decline in our market capitalization, which management deemed to be a triggering event related to our goodwill. We performed an interim impairment assessment as of September 30, 2023. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by more than 10%.

During the fourth quarter of 2023, we experienced a significant decline in our market capitalization. In addition, we made updates to certain long-term financial projections. Management deemed these factors to be triggering events related to our goodwill. We performed a quantitative interim impairment assessment as of December 31, 2023 and determined the carrying value of the Alternative Credential reporting unit exceeded its estimated fair value. As a result, during the three months ended December 31, 2023, we recorded impairment charges of $62.8 million to goodwill, These charges are included within operating expense on our consolidated statements of operations. The estimated fair value of the Degree Program reporting unit exceeded its carrying value by more than 10%.

For each of the interim impairment assessments, we utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of each reporting unit and an income-based approach to determine the fair value of its indefinite-lived intangible asset. For the goodwill impairment assessments performed in 2023, key assumptions used in the income-based approach included discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment, terminal growth rates and forecasts of revenue and margins. For the indefinite-lived intangible asset impairment assessment performed as of May 1, 2023, key assumptions used in the income-based approach included discount rates, terminal growth rates, forecasts of revenue, and a royalty rate. The income-based approach largely relied on inputs that were not observable to

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active markets, which would be deemed “Level 3” fair value measurements. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result.

The income-based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result.

As of March 31, 2024 and December 31, 2023, the goodwill balance was $650.0 million and $651.5 million, respectively. As of March 31, 2024 the Degree Program reporting unit and the Alternative Credential reporting unit had goodwill balances of $192.5 million and $457.5 million, respectively. It is possible that future changes in circumstances, such as a decline in our market capitalization, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of our reporting units, could require us to record additional impairment charges in the future.

Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. For the impairment analysis of the Open Courses reporting unit performed as of May 1, 2023, a 1% increase or decrease to the discount rate, in isolation, would result in a $6.6 million decrease or a $7.5 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the terminal growth rate, in isolation, would result a $2.2 million decrease or a $2.5 million increase to the estimated fair value of the reporting unit, respectively.

For the impairment analysis of the indefinite-lived intangible asset performed as of May 1, 2023, a 1% increase or decrease to the discount rate, in isolation, would result in a $8.9 million decrease or a $11.2 million increase to the estimated fair value, respectively, and a 1% decrease or increase to the royalty rate, in isolation, would result a $9.8 million decrease or a $9.7 million increase to the estimated fair value, respectively.

For the impairment analysis of the Alternative Credential reporting unit performed as of December 31, 2023, a 1% increase or decrease to the discount rate, in isolation, would result in an $18.6 million decrease or a $20.7 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the terminal growth rate, in isolation, would result a $6.3 million decrease or a $7.0 million increase to the estimated fair value of the reporting unit, respectively.

Refer to Note 3 in the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding goodwill and our indefinite-lived intangible asset.

Recent Accounting Pronouncements

Refer to Note 2 in the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of the FASB’s recent accounting pronouncements and their effect on us.

Key Business and Financial Performance Metrics

We use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. In addition to adjusted EBITDA (loss), which we discuss below, and revenue and the components of loss from operations in the section above entitled “Our Business Model and Components of Operating Results,” we utilize FCE enrollments as a key metric to evaluate the success of our business.

Full Course Equivalent Enrollments

We measure FCE enrollments for each of the courses offered during a particular period by taking the number of students enrolled in that course and multiplying it by the percentage of the course completed during that period. We add the FCE enrollments for each course within each segment to calculate the total FCE enrollments per segment. This metric allows us to consistently view period-over-period changes in enrollments by accounting for the fact that many courses we enable straddle multiple fiscal quarters. For example, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count the course as having 10 FCE enrollments for that period. Any individual student may be enrolled in more than one course during a period, and therefore count as multiple FCE enrollments.

Average revenue per FCE enrollment represents our weighted-average revenue per course across the mix of courses being offered during a period in each of our operating segments. This number is derived by dividing the total revenue for a period for each of our operating segments by the number of FCE enrollments within the applicable segment during that same period. This amount may vary from period to period depending on the academic calendars of our university clients, the enrollment levels in our offerings, and varying tuition levels, among other factors.

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For the Degree Program Segment, FCE enrollments and average revenue per FCE enrollment include enrollments and revenue from edX bachelor’s and master’s degree offerings. For the Alternative Credential Segment, FCE enrollments and average revenue per FCE enrollment exclude enrollments and revenue from edX offerings due to the large number of learners taking free or low-cost courses. We believe excluding the impact of these enrollments and revenue is useful to investors because it facilitates a period-to-period comparison.
The following table presents the FCE enrollments and average revenue per FCE enrollment in our Degree Program Segment and Alternative Credential Segment for each of the periods indicated.
Three Months Ended
March 31,
2024 2023
Degree Program Segment
FCE enrollments 44,693 55,491
Average revenue per FCE enrollment $ 2,496 $ 2,532
Alternative Credential Segment
FCE enrollments 24,955 21,990
Average revenue per FCE enrollment $ 3,260 $ 4,193
Adjusted EBITDA (Loss)
We define adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, performance improvement initiative implementation expense, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt modification and extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period.
Adjusted EBITDA (loss) is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses that are not reflective of our ongoing operating results in calculating adjusted EBITDA (loss) can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA (loss) provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Adjusted EBITDA (loss) is not a measure calculated in accordance with U.S. GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with U.S. GAAP.
Our use of adjusted EBITDA (loss) has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of the limitations are:
•although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA (loss) does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•adjusted EBITDA (loss) does not reflect (i) changes in, or cash requirements for, our working capital needs; (ii) the impact of changes in foreign currency exchange rates; (iii) acquisition related gains or losses such as, but not limited to, post-acquisition changes in the value of contingent consideration reflected in operations; (iv) transaction and integration costs; (v) performance improvement initiative implementation expense: (vi) restructuring-related costs; (vii) impairment charges; (viii) stockholder activism costs; (ix) certain litigation-related costs; (x) losses on debt extinguishment; (xi) interest or tax payments that may represent a reduction in cash; or (xii) the non-cash expense or the potentially dilutive impact of equity-based compensation, which has been, and we expect will continue to be, an important part of our compensation plan; and
•other companies, including companies in our industry, may calculate adjusted EBITDA (loss) differently, which reduces its usefulness as a comparative measure.
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Because of these and other limitations, you should consider adjusted EBITDA (loss) alongside other U.S. GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results. The following table presents a reconciliation of adjusted EBITDA (loss) to net loss for each of the periods indicated.
Three Months Ended
March 31,
2024 2023
(in thousands)
Net loss $ (54,649) $ (54,062)
Adjustments:
Stock-based compensation expense 5,324 14,563
Other (income) expense, net 8,404 (607)
Net interest expense 18,690 17,592
Income tax expense (benefit) 233 113
Depreciation and amortization expense 24,686 30,020
Debt modification expense and loss on debt extinguishment — 16,735
Restructuring charges 4,727 4,875
Other* 9,880 962
Total adjustments 71,944 84,253
Adjusted EBITDA $ 17,295 $ 30,191
* Includes (i) transaction and integration expense of $0.3 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively, (ii) litigation-related expense of $2.6 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively, and (iii) performance improvement initiative implementation expense of $7.0 million and $0 for the three months ended March 31, 2024 and 2023, respectively.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to market risk from the information provided in Part II, Item 7A of our Annual Report on Form 10-K, filed with the SEC on ~~February 24, 2017, except for~~March 6, 2024.

Interest Rate Risk

We are subject to interest rate risk through our borrowings under our Second Amended Credit Agreement. Loans under the ~~changes~~Second Amended Credit Agreement bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in ~~foreign currency exchange risk resulting from~~the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. As of March 31, 2024, borrowings under our ~~acquisition~~Second Amended Credit Agreement were $415.3 million. A hypothetical increase in interest rates by 100 basis points would result in a change to 2024 interest expense of ~~GetSmarter, as described below.~~

approximately $4.2 million.

Foreign Currency Exchange Risk

~~Prior to July 1, 2017, we did not have significant foreign currency exchange risk. Beginning in the third quarter of 2017, with the acquisition of GetSmarter, we now~~

We transact material business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. Our primary exposures are related to non-U.S. dollar denominated revenue and operating expenses in South Africa and the United Kingdom. Accounts relating to foreign operations are translated into U.S. dollars using prevailing exchange rates at the relevant period end. As a result, we would experience increased revenue and operating expenses atin our non-U.S. operations if there were a decline in the value of the U.S. dollar relative to these foreign currencies. Conversely, we would experience decreased revenue and operating expenses atin our non-U.S. operations if there were an increase in the value of the U.S. dollar relative to these foreign currencies. Translation adjustments are included as a separate component of stockholders’ equity.

For the ~~third quarter of 2017~~three months ended March 31, 2024 and ~~2016,~~2023, our foreign currency translation adjustment ~~was a loss of $3.6~~losses were $1.7 million and ~~zero,~~$3.3 million, respectively. For the ~~third quarter of 2017~~three months ended March 31, 2024 and ~~2016,~~2023, we recognized a foreign currency exchange loss of $0.3 million and foreign currency exchange gain of ~~$0.1~~$0.6 million, ~~and zero,~~ respectively, included inon our condensed consolidated statements of operations and comprehensive loss.

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The foreign exchange rate volatility of the trailing 12 months ended March 31, 2024 was 11% and 5% for the South African rand and British pound, respectively. The foreign exchange rate volatility of the trailing 12 months ended March 31, 2023 was 12% and 10% for the South African rand and British pound, respectively. A 10% fluctuation of foreign currency exchange rates would have had an immaterial effect on our results of operations and cash flows for all periods presented.

The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given fiscal period. Such volatility, even when it increases our revenue or decreases our expense, impacts our ability to accurately predict our future results and earnings.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations for the three months ended March 31, 2024 and 2023, however, our business could be materially affected by inflation in the future. As inflation has accelerated in the U.S. and globally, we continue to monitor all inflation-driven costs, regardless of where they are incurred. If our costs were to become subject to significant inflationary pressures, the price increases implemented by our university clients and our own pricing strategies might not fully offset the higher costs, which could harm our business, financial condition and results of operations.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” as promulgated under the Exchange Act and the rules and regulations thereunder. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The scope of management’s assessment of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017 includes all of the Company’s consolidated operations except for, as permitted by SEC guidance for newly acquired businesses, those disclosure controls and procedures of GetSmarter that are subsumed by internal control over financial reporting. We acquired GetSmarter on July 1, 2017 and their results of operations are included in our financial statements effective with the third quarter of 2017. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of ~~September 30, 2017. GetSmarter represented 24.1% of total assets as of September 30, 2017 and 6.2% and 2.2% of total revenue for the third quarter and first nine months of 2017, respectively.~~

March 31, 2024 at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the first quarter of 2017, we finished the migration of our Human Capital Management and payroll systems to a single enterprise resource planning (“ERP”) system called Workday and in the second quarter of 2017 we finished the migration of our accounting and financial reporting systems to Workday. This two-phase ERP system implementation impacts various internal processes and controls for business activities within human resources, payroll and accounting, as well as financial reporting. While the Company believes that this new system and the related changes to internal controls will ultimately strengthen its internal controls over financial reporting, there are inherent risks in implementing any ERP system, and the Company will continue to evaluate and test control

We made no changes in ~~order to provide certification on the effectiveness, in all material respects, of its internal controls over financial reporting for the year ending December 31, 2017.~~

~~In addition to~~ our implementation of Workday as described above, we enhanced our internal controls over financial reporting for the consolidation process during the third quarter of 2017 in light of the GetSmarter acquisition. The Company has modified and will continue to modify its internal controls relating to its business and financial processes throughout the entire ERP system implementation. Additionally, we are currently in the process of assessing and integrating GetSmarter’s internal control over financial reporting ~~with~~during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our ~~existing~~ internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

The information required by this Item is incorporated herein by reference to Note 65 in “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A.Risk Factors

~~The~~

Risk Factors Summary

Our business is subject to numerous risks ~~described~~and uncertainties, including those highlighted in ~~Part I, Item 1A “Risk Factors” in~~this section of our ~~Annual~~Quarterly Report on Form ~~10-K~~10-Q and summarized below. This risk factor summary does not contain all of the information that may be important to you, and you should read the risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section as well as elsewhere in this Quarterly Report on Form 10-Q.

Risks Related to Our Business Model

•We have incurred significant net losses since inception and may not achieve or maintain profitability in the future.

•Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do so may be affected by circumstances beyond our control.

•Our business depends heavily on the ~~year~~adoption by colleges and universities of online delivery of their educational offerings.

•To launch a new degree program, we generally incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs.

•If new offerings do not launch and scale efficiently and in the time frames we expect, our reputation and our revenue will suffer.

•Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control.

Risks Related to Our Operations and Our Growth Strategy

•Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms.

•If our security measures or those of our third-party service providers are breached or fail and result in unauthorized disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation.

•Disruption to or failures of our online learning platforms could reduce client and student satisfaction with our offerings and could harm our reputation.

•We face competition from established and emerging companies, which could divert clients or students to our competitors, result in pricing pressure and significantly reduce our revenue.

•If we are unable to maintain and enhance our brand, our reputation and business may suffer.

•We have undergone recent changes to our senior management team and organizational structure, and if we are unable to successfully implement our new organizational structure, or if we lose the services of any of our senior management, our business, operating results, and financial condition could be adversely affected.

•Implementation of our 2022 Strategic Realignment Plan (as defined below) or similar plans may not be successful, which could affect our ability to increase our profitability.

•If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve our results of operations may be adversely affected.

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Risks Related to Our Indebtedness and Capital Structure

•Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our indebtedness.

•Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could further exacerbate the risks associated with our substantial financial leverage.

•To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control.

•We may be unable to raise the funds necessary to repurchase the Convertible Notes (as defined below) for cash following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Convertible Notes or pay cash upon their conversion.

•Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.

•We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business.

•We are required to meet the Nasdaq Global Select Market’s continued listing requirements and other Nasdaq rules, or we may risk delisting. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for stockholders to sell our common stock.

Risks Related to Regulation of Our Business and That of Our University Clients

•Our business model relies on university client institutions complying with federal and state laws and regulations.

•Our activities are subject to federal and state laws and regulations and other requirements.

•Activities of the U.S. Congress or the DOE could result in adverse legislation, regulations, guidance, actions or investigations.

•Our business model, which depends in part on our ability to receive a share of tuition revenue as payment from our university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and may be subject to change.

•If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities.

•Our future growth could be negatively impacted if our university clients fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within certain states.

•Evolving regulations and legal obligations related to data privacy, data protection and information security and our actual or perceived failure to comply with such obligations, could have an adverse effect on our business.

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Risk Factors

Risks Related to Our Business Model

The evolving scope of our offerings and changes to our operating model make it difficult to predict our future financial and operating results, and we may not achieve our expected financial and operating results in the future.

From 2008 to 2017, our offerings generally only consisted of graduate degree programs.In July 2017, we expanded our offerings to include premium online executive education programs and in May 2019, we further expanded our offerings to include skills-based boot camps. In 2020 we launched our first undergraduate degree program and in November 2021 we expanded our offerings to include open courses and added a consumer facing marketplace. In addition, from time to time, we have entered into and we may in the future enter into agreements to strategically exit certain of our clients’ programs to better align with our evolving scope of offerings and our business. Given the significant evolution of our current scope of offerings and changes to our operating model, our ability to forecast our future operating results, including revenue, cash flows and profitability, is limited and subject to a number of risks and uncertainties. For example, a decline in our revenue due to a mutually agreed strategic exit from a program may not be apparent in our financial results until a few quarters later. We may also experience a temporary increase in our revenue because of certain payments we receive upon the termination of these programs. If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business may suffer.

We have incurred significant net losses since inception and may not achieve or maintain profitability in the future.

We incurred net losses of $317.6 million, $322.2 million and $194.8 million during the years ended December 31, ~~2016, which was filed with~~2023, 2022 and 2021, respectively, and $54.6 million and $54.1 million during the ~~SEC~~three months ended March 31, 2024 and 2023, respectively. We will need to generate and sustain increased revenue levels and/or reduce operating expenditures in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our profitability. We have invested, and expect to continue to invest, substantial financial and other resources in developing our platform, including expanding our platform offerings, developing or acquiring new platform features and services, expanding into new markets and geographies, developing new content, and on ~~February 24, 2017, remain current~~our sales and marketing efforts. Our efforts to grow our business may be more costly than we expect, and we may not be able to achieve or maintain profitability or to increase our revenue enough to offset our operating expenses. We may incur significant losses in ~~all material respects, except~~the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays and other unknown events. As a result, we may be unable to achieve and maintain profitability, and the ~~additional risk factors below. These risks~~value of our company and our common stock could decline significantly.

Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do ~~not identify all risks that we face. Our operations could also~~so may be affected by circumstances beyond our control.

Building awareness of our offerings is critical to our ability to recruit prospective students for our university clients’ offerings and generate revenue. A substantial portion of our expenses is attributable to marketing and sales efforts dedicated to attracting potential students to our offerings. Because we generate revenue based on a portion of the tuition and fees that students pay, it is critical to our success that we identify prospective students for our offerings in a cost-effective manner, and that enrolled students remain active in our offerings until graduation or completion.

We have experienced, and may in the future experience, fluctuations in our student enrollments based on a variety of factors.For example, student enrollments have declined, and may decline in the future, due to our university clients changing their admissions standards and the COVID-19 pandemic and macroeconomic conditions have each contributed to significant fluctuations in student enrollment across our offerings.

The following factors, many of which are largely outside of our control, may prevent us from successfully driving and maintaining student enrollment in our offerings in a cost-effective manner or at all, which would adversely affect our revenue and ability to achieve profitability:

•Negative perceptions about online learning programs. Online offerings that we or our competitors provide may not be successful, operate efficiently, or perform well. Any such underperformance could create the perception that online offerings in general are not an effective way to educate students, whether or not our offerings achieve satisfactory performance. In addition, special interest groups have in the past and may in the future take actions to create negative perceptions about online learning programs through the media, litigation or other tactics.

•Unsuccessful marketing efforts. We invest substantial resources in developing and implementing data-driven marketing strategies that focus on identifying the right potential student at the right time. In connection with our platform-based and product-level marketing efforts, we make substantial use of search engine optimization, paid

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search, social media and custom website development and deployment and we rely on a small number of internet search engines and marketing partners. The effectiveness and cost of our marketing efforts has varied over time and from offering to offering based on economic conditions, competition, advertising prices, offerings type, university client reputation and other factors, including the effectiveness of our marketing partners to identify students and learners.

•Damage to university client reputation. Because we often use a university client’s brand in connection with our marketing efforts for their offerings, our university clients’ reputations are critical to our ability to enroll students. Many factors affecting our university clients’ reputations are beyond our control, including ranking among nonprofit educational institutions, internal university matters, changes in university leadership positions and other matters that impact the public perception of our university clients.

•Lack of interest in an offering. We may encounter difficulties attracting students for offerings that are not ~~presently known to us~~highly desired or that are relatively new within their fields. Macroeconomic conditions beyond our control may diminish interest in employment in a field, which could contribute to a lack of interest in offerings related to that field.

•Reduced support from our university clients. Our ability to grow our revenue from a particular offering depends on the growth of enrollment in that offering. Our university clients could limit enrollment in certain offerings, cease providing the offerings altogether or significantly curtail or inhibit our ability to promote their offerings, any of which would negatively impact our revenue.

•Our lack of control over our university clients’ admissions standards and admissions decisions for degree programs. Even if we ~~currently consider~~identify prospective students for a degree program, there is no guarantee that our university clients will admit these students to that program. Our university clients retain complete discretion over setting admissions standards and making admissions decisions, and university clients may change admissions standards or inconsistently apply admissions standards.

•Our lack of control over our university clients’ tuition decisions, particularly for our degree programs. We do not control tuition decisions for our offerings and, in particular, for our degree programs, our university clients retain complete control over tuition decisions. If we are not able to effectively recruit and retain students for a program because the tuition is too high, or perceived as being too high, it could negatively impact our business.

•Inability to maintain sufficient high-quality content from our clients. Our success depends on our ability to provide students with high-quality learning experiences. For certain of our offerings, including many of our degree programs, while our clients are primarily responsible for curriculum development, we provide learning design and development experts that collaborate with faculty to ensure the final course content is engaging and digestible in an online format. For other offerings, including our open course offerings, our clients are solely responsible for curriculum development and we provide limited self-help resources. If the course content in our offerings is not high-quality and students are dissatisfied with their experience in an offering on our platform or do not find the content of our offerings appealing, they may stop accessing our content. In turn, if clients perceive that our platform lacks an adequate learner audience, clients may be ~~immaterial~~less willing to provide content to offer on our ~~operations.~~

~~Risks Relating to the GetSmarter Acquisition~~platform, and the ~~Combined Company~~

~~Combining~~experience of students could be further negatively impacted.

•Inability of students to secure funding. Like on-campus college and university students, many of the ~~two companies~~students in our university clients’ offerings, in particular degree programs and boot camps, rely on the availability of third-party financing to pay for tuition and other costs of their education. This may include federal, state or private student loans, scholarships and grants, or benefits or reimbursement provided by an employer. Any developments that reduce the availability or increase the cost of financial aid for higher education generally, or for our university clients’ offerings, such as a government shutdown as a result of failure to enact funding legislation for the government’s fiscal year, could impair students’ abilities to meet their financial obligations and could negatively impact future enrollment in our offerings.

•General economic conditions. Student enrollment in our offerings may be ~~more difficult, costly or time consuming than expected~~affected by changes in global economic conditions. An improvement in economic conditions and, in particular, an improvement in the economic conditions in the U.S. and the ~~anticipated strategic benefits~~U.S. unemployment rate, may reduce demand among potential students for educational services, as they may find adequate employment without additional education. Conversely, a worsening of economic and employment conditions may reduce the willingness of employers to sponsor educational opportunities for their employees or discourage existing or potential students from pursuing additional education due to a perception that there are insufficient job opportunities, increased economic uncertainty or other factors.

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Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. If we fail to attract new university clients, or if new leadership at existing university clients does not have an interest in continuing or expanding online delivery of their educational offerings, our revenue growth and profitability may suffer.

The success of our business depends in large part on our ability to enter into agreements with additional nonprofit colleges and universities to provide their offerings online. In particular, to engage new university clients, we need to convince potential university clients, many of which have been educating students only in on-campus programs for hundreds of years, to invest significant time and resources to introduce a new teaching modality. The delivery of online education at leading nonprofit colleges and universities is evolving, but many administrators and faculty members continue to have concern regarding the perceived loss of control over the education process that might result from offering content online, as well as skepticism regarding the ability of colleges and universities to provide high-quality education online that maintains the standards they set for their on-campus programs. It may be difficult to overcome this resistance, and certain online offerings of the ~~GetSmarter acquisition~~kind we develop with our university clients may not achieve significant market acceptance. In addition, our university clients have regular turnover in their leadership positions, and there is no guarantee that any new leader will have an interest in continuing or expanding online delivery of the university’s educational offerings. If new leaders at our university clients do not embrace online delivery of educational offerings, we may not be ~~realized.~~

able to add additional offerings with the university client and the university client may attempt to terminate or may not renew their relationship with us.

The ~~success~~market for our offerings may be limited due to exclusivity provisions in certain of our contracts with university clients. We have agreed to incur, and we may incur in the future, costs to terminate some or all of the ~~GetSmarter~~exclusivity obligations in certain of our university client contracts.

Certain of our contracts with our university clients limit our ability to enable competitive offerings with other schools. In our Degree Program Segment, we have determined that enabling some of these contractually prohibited competitive programs may be part of our business strategy. We have in the past agreed and may in the future agree with certain university clients to do some or all of the following to reduce or eliminate certain exclusivity obligations: make fixed and contingent cash payments over time, reduce our revenue share over time, and/or make minimum investments in marketing under certain conditions.

In addition, in order to maintain good relations with our university clients, we may decide not to approach certain institutions that our university clients regard as their direct competitors to offer similar programs or courses, even if we are allowed to do so under our contracts. A limited number of our contracts with our university clients include provisions that may result in pricing adjustments in limited circumstances. If we need to incur contingent costs in connection with enabling competitive offerings or if we determine not to approach certain institutions, or if we have to adjust our pricing provisions, our ability to grow our business and achieve profitability would be impaired.

To launch a new degree program, we generally incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs.

To launch a new degree program, we generally integrate components of our platform with the various student information and other operating systems our university clients use to manage functions within their institutions and we must commence student acquisition activities. In addition, for university clients that have elected to purchase our content development services for a degree program, we provide content development staff that work closely with the university client’s faculty members to produce engaging online coursework and content. This process can be time-consuming and costly and, under our agreements with our university clients, we are primarily responsible for the significant costs of this effort for most of our degree programs, even before we generate any revenue and there is no guarantee we will ever recoup these costs.

In exchange for the upfront investments we make in our university clients’ degree programs and to align our incentives with those of our university clients, our university client agreements generally provide that we receive a fixed percentage of the tuition that the university clients receive from the students enrolled in their degree programs.We only begin to recover these upfront costs once students are enrolled and our university clients begin billing students for tuition and fees. The time that it takes for us to recover our investment in a new degree program depends on a variety of factors, primarily our content development costs, student acquisition costs, the rate of growth in student enrollment in the program, and the tuition of the program. We estimate that, on average, it takes approximately three years after signing an agreement with a university client to fully recover our investment in that university client’s new degree program. Because of the lengthy period that may be required to recoup our investment in these new degree programs, unexpected developments beyond our control could occur that result in the university client ceasing or significantly curtailing a degree program before we are able to fully recoup our investment. As a result, we may ultimately be unable to recover the full investment that we make in a new degree program or achieve our expected level of profitability for the degree program.

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If new offerings do not launch and scale efficiently and in the time frames we expect, our reputation and our revenue will suffer.

Our continued growth and ability to achieve profitability depends on our and our university clients’ ability to successfully launch and scale new offerings. The number of offerings we launch in a year has varied over time and we expect the number of newly launched programs to increase significantly in 2024. Our ability to launch and scale new offerings in the time frame we expect has varied over time and from offering to offering. If we are not successful in launching an offering in the planned timeframe or recruiting potential students for our offerings, it would adversely impact our ability to generate revenue, and our university clients and the students in their offerings could lose confidence in the knowledge and capability of our employees. If we cannot quickly and efficiently scale our technology to handle growing student enrollment and new offerings, our university clients’ and their students’ experiences may suffer, which could damage our reputation among colleges and universities and their faculty and students and impact our ability to acquire new university clients.

In addition, in our Degree Program Segment, if our university clients cannot quickly develop the infrastructure and hire sufficient faculty and administrators to handle growing student enrollments, our university clients’ and their students’ experiences with our platform may suffer, which could damage our reputation among colleges and universities and their faculty and students.

Our ability to efficiently scale new offerings may depend on a number of factors, including ~~anticipated strategic~~our ability to:

•satisfy existing students in, and attract and enroll new students for, our offerings;

•assist our university clients in their development and production of an increased volume of course content;

•successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and

•deliver high-quality support to our university clients and their faculty and students.

If student enrollments in our offerings do not increase, if we are unable to launch new offerings timely and in a cost-effective manner or if we are otherwise unable to manage new offerings effectively, our ability to grow our business and achieve profitability would be impaired, and the quality of our platform and the satisfaction of our university clients and their students could suffer.

If we fail to increase sales of our enterprise offerings, or if we need to change the contract terms associated therewith, including with respect to pricing or contract length, it could negatively affect our business, financial condition, and results of operations.

In addition to our offerings for individual learners, we sell our enterprise offerings to businesses, academic institutions, and governmental organizations. These customers utilize our platform to provide relevant training, skills, and credentialing programs to current and potential employees through our online platform. To maintain and expand our relationships with these entities, we must demonstrate the value, benefits, and return on investment of providing education, training, skills, and credentialing through our online platform and achieve acceptance from both employees and these entities of the merits and legitimacy of our offerings.

Our growth strategy is dependent upon increasing sales of our enterprise offerings to these entities, which we offer on a subscription basis. We have a limited history with our enterprise models and changes in our models could adversely affect our revenue and financial condition. In addition, as new competitors introduce competitive applications or services, or as we enter into new international markets, we may be unable to attract new customers at the same price or based on the same pricing models we have historically used, or for contract lengths consistent with our historical averages. Changes to our pricing models or contract lengths could negatively impact our revenue and financial position, and we may have increased difficulty achieving growth or profitability. As we drive a greater portion of our revenue through our enterprise offerings, this may also result in reduced margins in the future.

As we seek to increase sales of our enterprise offerings, we face upfront sales costs, higher customer acquisition costs, more complex customer requirements, and discount requirements. If we are unable to maintain or increase the number of enterprise customers offerings, our business, financial condition, and results of operations may be negatively impacted.

Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control.

Once a student is enrolled in an offering, we and our university client must retain the student over the life of the offering to generate ongoing revenue. Our strategy involves offering high-quality support to students enrolled in these offerings to support their retention. If we are unable to help students quickly resolve any educational, technological or logistical issues they

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encounter, otherwise provide effective ongoing support to students or deliver high-quality, engaging educational content, students may withdraw from the offering, which would negatively impact our revenue.

In addition, student retention could be compromised by the following factors, many of which are largely outside of our control:

•Lack of support from faculty members in our university clients’ degree programs. It takes a significant time commitment and dedication from our university clients’ faculty members to work with us to develop or to independently develop course content for their degree programs and other courses designed for an online learning environment. Our university clients’ faculty may be unfamiliar with the development and production process, may not understand the time commitment involved, or may otherwise be resistant to changing the ways in which they present the same content in an on-campus class. Our ability to maintain high student retention will depend in part on our ability to ~~successfully combine~~convince our university clients’ faculty of the value in the time and ~~integrate~~effort they will spend developing the course content. Lack of support from faculty could cause the quality of our degree programs to decline, which could contribute to decreased student satisfaction and retention in our Degree Program Segment.

•Student dissatisfaction. Enrolled students may drop out of our offerings based on their individual perceptions of the value they are getting from the offering. For example, we may face retention challenges as a result of students’ dissatisfaction with our university clients’ faculty, changing views of the value of our offerings and perceptions of employment prospects following completion of the offering.

•Personal factors. Personal factors, such as ability to continue to pay tuition, ability to meet the rigorous demands of the offering, and lack of time to continue classes, all of which are generally beyond our control, may impact a student’s willingness and ability to stay enrolled in an offering.

If student retention is compromised by any of these factors, it could significantly reduce the revenue that we generate from our offerings, which would negatively impact our return on investment for the particular offering and could compromise our ability to grow our business and achieve profitability.

The loss, or material underperformance, of any one of our offerings could harm our reputation, which could in turn affect our future revenue growth.

We rely on our reputation for delivering high-quality online educational offerings and recommendations from existing university clients to attract potential new university clients. Therefore, the loss of any single offering, whether due to a mutual decision between us and a university client to terminate an agreement or the failure of any university client to renew its agreement with us upon expiration, or otherwise, could harm our reputation and impair our ability to pursue our growth strategy and ultimately to become profitable.

The recent significant decline in the market price of our common stock and the impairment of intangible assets and goodwill arising from our acquisitions could continue to negatively impact and affect our net income and shareholders’ equity.

We review goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. We experienced a significant decline in the market price of our common stock subsequent to February 9, 2022 that resulted in a triggering event for assessing our goodwill and indefinite-lived intangible asset balances. When we acquire a business, a substantial portion of ~~GetSmarter.~~

~~The GetSmarter~~the purchase price of the acquisition may be allocated to goodwill and other indefinite-lived intangible assets. During the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended June 30, 2023, we recorded impairment charges of $16.7 million and $117.4 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended December 31, 2023, we recorded impairment charges of $62.8 million to goodwill.

Future declines in the results of our acquisitions and other factors could cause us to record an impairment of all or a portion of the relevant goodwill in the future. We may not be able to achieve our business targets for businesses we previously acquired or will ~~involve~~acquire in the ~~integration of GetSmarter’s business with our existing business,~~future, which ~~is a complex, costly and time-consuming process. It is possible that the integration process~~ could result in our incurring additional goodwill and other intangible assets impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another impairment analysis, which could result in an impairment of up to the entire balance of our goodwill and other intangible assets based on the quantitative assessment performed.

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We are working to incorporate generative artificial intelligence, or AI, into some of our products. This technology is new and developing and may present operational and reputational risks, competitive harm, legal and regulatory risk, and additional costs, any of which could materially and adversely affect our business, financial condition and result of operations.

We use AI technologies in our platform and offerings, and we are making investments in expanding the use of AI throughout our business. This new and emerging technology, which is in its early stages of commercial use, presents a number of inherent risks. For example, AI technologies can create accuracy issues, unintended biases, and discriminatory outcomes and create other perceived or actual technical, legal, compliance, privacy, security, and ethical risks which could slow our partners’ and customers’ adoption of our products and services that use AI. The use of AI technologies may in the future result in cybersecurity incidents that implicate the personal data of end users of AI applications. Such cybersecurity incidents may be more complicated to discover due to the nature of AI and the limited ability to track its reasoning mechanism when producing results. To the extent we experience cybersecurity incidents in connection with our use of AI technology, it could similarly adversely affect our reputation and expose us to legal liability or regulatory risk. Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively.

In addition, litigation or government regulation related to the use of AI (including the use of generative AI) may also adversely impact our ability to develop and offer products that use AI, as well as increase the cost and complexity of doing so. For example, the publication of the White House Blueprint for an AI Bill of Rights signals that compliance requirements on operators of AI systems in the U.S. may be significant. In addition, developing, testing and deploying AI in our platform, offerings and services involves significant technical complexity and requires specialized expertise. Any disruption or failure in our AI systems or infrastructure could result in delays or errors in our operations, which could harm our business and financial results. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our efforts related to deploying AI in our business.

Risks Related to Our Operations and Our Growth Strategy

Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms.

Our platform and program-level marketing efforts make substantial use of paid search, social media, search engine optimization and custom website development and deployment and we rely on advertising through a limited number of third-party advertising platforms such as Google, Meta Platforms and LinkedIn, to direct traffic to, and recruit new students for, our offerings. Changes in the way these platforms operate - whether due to changes in law, changes in the practices of mobile operating system providers, or otherwise - or changes in their advertising prices, data use practices, or other terms have impacted the cost and efficiency of our student acquisition efforts in the past and could in the future make marketing our offerings more expensive, or less effective. For example, on January 4, 2024, Google began testing a new feature on its Chrome browser called "Tracking Protection." This feature limits cross-site tracking by restricting website access to third-party cookies by default. Third-party cookies have been a fundamental part of the web for nearly three decades, aiding platforms in generating relevant ads, among other functions. However, the implementation of this change could have adverse consequences for the advertising platforms we use, negatively affecting our ability to effectively advertise our services. Google is expected to implement the Tracking Protection Tool in all Chrome browsers by the end of the second quarter of 2024.In addition, the elimination of a particular medium or platform on which we advertise, could limit our ability to direct traffic to our offerings and recruit new students on a cost-effective basis, any of which could have a material adverse effect on our business, results of operations and financial condition.

If internet search engines’ methodologies are modified, our search engine optimization capability in connection with our student recruiting efforts could be harmed.

Our search engine optimization capability in connection with our student acquisition efforts substantially depends on various internet search engines, such as Google, to direct a significant amount of traffic to our marketplace at edX.org and other websites related to our offerings. Our ability to influence the number of visitors directed to these websites through search engines is not entirely within our control. For example, search engines frequently revise their algorithms in an attempt to optimize their search result listings. In this respect, we have experienced fluctuations in our search result listings and website traffic based on changes to search engine algorithms, and future algorithm changes by Google or any other search engines could cause edX.org and other websites for our offerings to receive less favorable placements, which could reduce the number of prospective students who visit these websites and impact our ability to effectively utilize search engine optimization as part of our student acquisition strategies in the long-term. Further, if our competitors’ search engine optimization efforts are more successful than ours, fewer prospective students may be directed to our websites.

The U.S. Department of Justice brought several antitrust lawsuits against Google claiming, among other things, that Google improperly uses its monopoly over internet search to impede competition and harm consumers. Certain of these

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lawsuits are ongoing and we cannot predict the impact that these lawsuits may have on advertising costs or Google’s future operations. Any reduction in the number of prospective students directed to our websites could negatively affect our ability to generate prospective students, and ultimately revenue, through our student acquisition activities.

If our security measures or those of our third-party service providers are breached or fail and result in unauthorized disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation.

Our platforms and computer systems store and transmit proprietary and confidential client, student, and company information, which may include personal information of students, prospective students, faculty and employees, subject to stringent legal and regulatory obligations. As a technology company, we have faced and continue to face an increasing number of threats to our platforms and computer systems, including unauthorized activity and access, system viruses, worms, malicious code, denial of service attacks, phishing attacks, ransomware attacks, social engineering attacks, and organized cyberattacks, any of which could breach our security, or threaten an open source platform that we do not control and create a data exfiltration condition and/or disrupt our platform and our clients’ offerings. The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems are growing in sophistication, change frequently and generally are not detected until after an incident has occurred. We have experienced, and may in the future experience, an increasing number of cybersecurity threats to our platform and computer systems and to the systems of our third-party service providers and our efforts to maintain the security and integrity of our platform, and the cybersecurity measures taken by our third-party service providers, may be unable to anticipate, detect or prevent all attempts to compromise our systems. While there can be no assurances of effectiveness, we have implemented certain safeguards and processes to thwart hackers, and all related activity, and protect the data in our platforms and computer systems. If our, or our third-party service providers’, security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, it could result in the loss or misuse of proprietary and confidential university, student (including prospective student), employee or company information, which could subject us to material liability, or materially interrupt our business, potentially over an extended period of time. Any such event could harm our reputation, adversely affect our ability to attract new clients and students, cause existing clients to scale back their offerings or elect not to renew their agreements, cause prospective students not to enroll or existing students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or liability. Further, any reputational damage resulting from breach of our security measures could create distrust of our company by prospective clients or students. In addition, our insurance coverage may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all costs, expenses or losses we could incur to respond to and remediate a security breach. As a result, we may be required to expend significant additional resources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptions or breaches.

Data protection laws in jurisdictions around the world require companies and institutions to notify impacted individuals of certain data breach incidents, usually in writing. Under the terms of our contracts with our university clients, we would be responsible for the costs of investigating and disclosing data breaches to the university clients’ students, if required by law. In addition to costs associated with investigating, disclosing, and remediating a data breach, we could be required to compensate victims by providing identity protection or monitoring services. We also could be subject to substantial monetary fines or private claims by affected parties and our reputation would likely be harmed.

Disruption to or failures of our online learning platforms could reduce university client and student satisfaction with our offerings and could harm our reputation.

The performance and reliability of our online learning platforms is critical to our operations, reputation and ability to attract new university clients, as well as our student acquisition and retention efforts. Our university clients rely on our platforms to provide their offerings online, and students access our platforms on a frequent basis as an important part of their educational experience. Because our platforms are complex and incorporate a variety of hardware and proprietary and third-party software, our platforms may have errors or defects that could result in unanticipated downtime for our university clients and students. Web- and mobile- based applications frequently contain undetected errors when first introduced or when new versions or enhancements are released, and we have from time to time found errors and defects in our technology and new errors and defects may be detected in the future. In addition, we have experienced and may in the future experience temporary system interruptions to our platforms for a variety of reasons, including network failures, power failures, problems with third-party firmware and software updates, as well as an overwhelming number of users trying to access our platforms. Any errors, defects, disruptions or other performance problems with our platforms could damage our or our university clients’ reputations, decrease student satisfaction and retention and impact our ability to attract new students and university clients. If any of these problems occur, our university clients could attempt to terminate their agreements with us or make indemnification or other claims against us. In addition, sustained or recurring disruptions in our platforms could adversely affect our and our university clients’ compliance with applicable regulations and accrediting body standards.

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We rely upon Amazon Web Services to host certain aspects of our platform and any disruption of or interference with our use of Amazon Web Services could impair our ability to deliver our platform to clients and students, resulting in client and student dissatisfaction, damage to our reputation, and harm to our business.

Our online learning platform and certain of our other technology and services are hosted on data centers provided by Amazon Web Services, or AWS. Given this, along with the fact that we cannot easily switch our AWS operations to another cloud provider, any disruption of, or interference with our use of, AWS would impact our operations and our business would be adversely impacted. AWS may terminate its agreement with us upon 30 days’ notice. Additionally, AWS has the right to terminate the agreement immediately with notice to us in certain scenarios, such as if AWS believes providing the services could create a substantial economic or technical burden or material security risk for AWS, or in order to comply with the law or requests of governmental entities. If any of our arrangements with AWS is terminated, we could experience interruptions in our platform as well as delays and additional expenses in arranging new facilities and services.

Our operations depend, in part, on AWS’s abilities to protect their data center hosting facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. The occurrence of spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, lack of network connectivity in one or more regions, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform, which would result in harm to our business. In the event of a system failure, the backup systems and disaster recovery services provided by AWS may be insufficient or fail. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability or cause our clients to fail to renew or terminate their contracts, any of which could harm our business.

Our internal information technology systems are critical to our business. System integration and implementation issues could disrupt our operations, which could have a material adverse impact on our business or result in significant deficiencies or material weaknesses in our internal controls.

We rely on the efficient and uninterrupted operation of complex information technology systems, including systems for billing, human resources, enterprise resource planning, and customer relationship management. As our business has grown in size and complexity, the growth has placed, and will continue to place, significant demands on our internal information technology systems. To effectively manage the volume of our business, we must commit significant financial resources and personnel to maintain and enhance existing systems and develop or acquire new systems to keep pace with continuing changes in our business and information-processing technology as well as evolving industry, regulatory, and accounting standards. If the information we rely upon to run our businesses is determined to be inaccurate or unreliable, or if we fail to properly maintain or enhance our internal information technology systems, we could have operational disruptions, significant deficiencies, or material weaknesses in our internal controls, incur increased operating and administrative expenses, lose our ability to produce timely and accurate financial reports, or suffer other adverse consequences.

If the mobile solutions available to our students and clients are not effective, the use of our platform could decline.

Students have been increasingly accessing our offerings and marketplace on mobile devices through our mobile applications in recent years. The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or our clients may believe that online learning through such mobile devices is not effective. If we are not able to provide our clients with the functionality to deliver a rewarding experience on mobile devices, our ability to attract students to our offerings may be harmed and, consequently, our business may suffer.

As new mobile devices and mobile features are released, we may encounter problems in developing or supporting apps for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources.

The success of our mobile apps could also be harmed by factors outside our control, such as:

•actions taken by mobile app distributors;

•unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement of our mobile apps in a mobile app download store;

•increased costs in the distribution and use of our mobile apps; or

•changes in mobile operating systems, such as iOS and Android, that degrade functionality of our mobile website or mobile apps or that give preferential treatment to competitive offerings.

If our clients or students encounter difficulty accessing or using, or if they choose not to use, our mobile platform, our growth prospects and our business may be adversely affected.

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We may expand by acquiring or investing in other companies or technologies, which may divert our management’s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business.

We have in the past acquired and may in the future acquire complementary products, services, technologies or businesses. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions may be subject to conditions or approvals that are beyond our control. In addition, we may not be able to identify desirable acquisition targets, may incorrectly estimate the value of an acquisition target or may not be successful in entering into an agreement with any particular target. Consequently, these transactions, even if undertaken and announced, may not close.

An acquisition, investment, or new business relationship may result in unforeseen operating difficulties, expenditures and integration challenges including ~~without limitation:~~

·the following:

•diversion of management’s attention from ongoing business concerns and ~~performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the GetSmarter acquisition;~~

·performance;

•managing a larger combined ~~international~~ company;

•maintaining employee morale and retaining key management and other employees;

· ~~the possibility of faulty assumptions underlying expectations regarding the integration process;~~

•retaining existing business and operational relationships and attracting new business and operational relationships;

•consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in standards, controls, procedures and policies;

•coordinating geographically separate organizations;

•unanticipated issues in integrating information technology, communications and other systems; ~~and~~

· ~~unforeseen expenses associated with integration~~

•undetected errors or unauthorized use of a third party’s code in the products of the ~~GetSmarter business.~~

acquired companies or in the technology acquired;

•breaches of our cybersecurity measures if there are cybersecurity issues we are not aware of at the time of the acquisition;

•entry into highly competitive markets in which we have no or limited direct prior experience and where competitors have stronger market positions; and

•exposure to unknown liabilities, including claims and disputes by third parties against the companies we acquire.

Many of these factors will be outside of the combined company’s control and any one of them could result in delays, increased costs, ~~decreases in revenues~~decreased revenue and diversion of management’s time and energy, which could materially affect ~~the combined company’s~~our financial position, results of operations and cash flows.

If we experience difficulties with the integration process following an acquisition, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than expected. ~~In addition,~~Moreover, the ~~actual strategic~~anticipated benefits of ~~the~~any acquisition, ~~could be less than anticipated.~~

~~The future results of the combined company may be adversely impacted if the combined company does not effectively manage its expanded operations following the completion of the GetSmarter acquisition.~~

~~Following the completion of the acquisition, the size of the combined company’s~~investment, or business may be significantly larger than the current size of either our or GetSmarter’s respective businesses. The combined company’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of two discrete companies in different geographic locations, but also the increased scale and scope of the combined business with its associated increased costs and complexity. The combined companyrelationship may not be ~~successful~~realized.

In addition, in connection with an acquisition, investment or new business relationship we may:

•issue additional equity securities that would dilute current shareholders;

•use cash that we may need in the future to operate our business;

•incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations;

•incur large charges or substantial liabilities; or

•become subject to adverse tax consequences.

Any of these outcomes could harm our business and operating results. In addition, a significant portion of the purchase price of companies we have acquired and may acquire in the future may be allocated to goodwill and indefinite-lived intangible assets, which must be assessed for impairment at least annually. If our acquisitions do not ~~realize~~ultimately yield expected returns, we may be required to make changes to our operating results based on our impairment assessment process. For example, during the ~~expected operating leverage~~three months ended March 31, 2022, we recorded impairment charges of $28.8 million and ~~strategic benefits currently anticipated~~$30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively. During the three

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months ended June 30, 2023, we recorded impairment charges of $16.7 million and $117.4 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended December 31, 2023, we recorded impairment charges of $62.8 million to goodwill. As of March 31, 2024 and December 31, 2023, our goodwill balances were $650.0 million and $651.5 million, respectively. In 2023, the Company concluded that due to changes in facts and circumstances, the edX trade name should be classified as a finite-lived intangible asset rather than an indefinite-lived asset. As of March 31, 2024 and December 31, 2023, the net carrying value of the edX trade name was $76.0 million and $76.7 million, respectively.

We face competition from established and emerging companies, which could divert clients or students to our competitors, result in pricing pressure and significantly reduce our revenue.

We expect that the ~~GetSmarter acquisition.~~

~~The combined company incurred substantial expenses related~~online learning market will continue to expand and that the number of degree and non-degree offerings available online will proliferate.

In the Degree Program Segment, the number of new competitive entrants into the online learning market has expanded rapidly in recent years. As the number of online degree programs expands, we face increasing competition to enroll students in our offerings. This expansion has also resulted in an increase in the number of regional online degree offerings for potential students. In addition to making enrollment decisions based on factors such as program quality and university brand strength, we have observed potential students giving preference to universities located in their region, which has further impacted the competitive landscape in our Degree Program Segment.

In our Alternative Credential Segment, which has a lower barrier to entry, we face increasing competition from other providers of massive open online courses, which directly compete with our open course offerings, but have also expanded their offerings to include certificate offerings, nano-degrees and similar non-degree alternatives. We also face competition from companies that provide corporate training programs and online courses taught outside the university environment (e.g., by experts in various fields).

We expect existing competitors and new entrants to the ~~completion~~online learning market to revise and improve their business models constantly in response to challenges from competing businesses, including ours. If these or other market participants introduce new or improved delivery of online education and technology-enabled services that we cannot match or exceed in a timely or cost-effective manner, our ability to grow our revenue and achieve profitability could be compromised.

Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition may result in pricing pressure for us in terms of the percentage of tuition and fees we are able to negotiate to receive. The competitive landscape may also result in longer and more complex sales cycles with a prospective university client or a decrease in our market share among select nonprofit colleges and universities seeking to offer online educational offerings, any of which could negatively affect our revenue and future operating results and our ability to grow our business.

A number of competitive factors could cause us to lose potential client and student opportunities or force us to offer our platform on less favorable economic terms, including:

•competitors may develop service offerings that our potential clients or students find to be more compelling than ours;

•competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in client and student requirements, and devote greater resources to the acquisition of ~~GetSmarter~~students than we can;

•current and ~~expects~~potential competitors may establish cooperative relationships among themselves or with third parties to ~~incur additional expense in connection with the integration~~enhance their products and expand their markets, and our industry is likely to see an increasing number of 2Unew entrants and ~~GetSmarter.~~

Weincreased consolidation. Accordingly, new competitors or alliances among competitors may emerge and ~~GetSmarter have incurred,~~rapidly acquire significant market share; and ~~expect~~

•colleges and universities may choose to continue using or to incur, a number of non-recurring costs associated with the GetSmarter acquisition and combining the operations of the two companies. The substantial majority of non-recurring expenses will be comprised of transaction costs related to the GetSmarter acquisition.

We also will incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the integration of the two companies’ businesses. Although we expect that the realization of other efficiencies related to the integration of the businesses should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

~~GetSmarter may underperform relative to~~develop their own online learning solutions in-house, rather than pay for our ~~expectations.~~

~~GetSmarter~~platform.

We may not be able to ~~achieve the levels of revenue, earnings~~compete successfully against current and future competitors. In addition, competition may intensify as our competitors raise additional capital and as established companies in other market segments or ~~operating efficiency that~~geographic markets expand into our market segments or geographic markets. If we ~~expected it to. GetSmarter’s~~cannot compete successfully against our competitors, our ability to grow our business and achieve profitability could be impaired.

If we are not able to maintain and enhance our brand, our reputation and business may suffer.

We believe that maintaining and enhancing our reputation and brand recognition is important to attract and retain students and clients, and that the importance of our reputation and brand recognition will continue to increase as competition in the

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markets in which we operate continues to develop. Our success in this arena will depend on a range of factors, both within and beyond our control. The following factors, many of which are beyond our control, may affect our reputation and brand recognition:

•our ability to market our platform effectively and efficiently;

•our ability to maintain a useful, innovative, and reliable platform;

•our ability to maintain a high satisfaction among students and partners;

•our ability to provide high quality, valuable content for our platform;

•our ability to successfully differentiate our platform from competing offerings;

•our ability to maintain a consistently high level of customer service;

•our ability to prevent any actual or perceived data security breach or incident or data loss, or misuse or perceived misuse of our platform;

•the actions of competitors or other third parties;

•positive or negative publicity, including with respect to events or activities attributed to us, our employees or our clients;

•interruptions, delays, or attacks on our platform; and

•litigation or legal developments.

Damage to our reputation and brand, from the factors listed above or otherwise, may reduce demand for our platform and have an adverse effect on our business, operating results and financial ~~performance are~~condition. Moreover, any attempts to rehabilitate our reputation and brand recognition may be costly and time-consuming, and there can be no assurance that any such efforts will ultimately be successful.

If for-profit postsecondary institutions, which offer online education alternatives different from ours, or online program management providers perform poorly or continue to attract negative publicity, it could tarnish our reputation or the reputation of online education as a whole, which could impair our ability to grow our business.

For-profit postsecondary institutions, many of which provide course offerings predominantly online, remain under intense regulatory and other scrutiny, which has led to media attention that has portrayed that sector in an unflattering light. Some for-profit online school operators have been subject to ~~certain risks~~governmental investigations alleging the misuse of public funds, financial irregularities, false or exaggerated promises to students, and ~~uncertainties,~~failure to achieve positive outcomes for students, including ~~among others,~~ the ~~following: (i)~~inability to obtain employment in their fields. These allegations have attracted significant adverse media coverage and have prompted ongoing legislative hearings and actions as well as regulatory responses at both the ~~risk~~state and federal level. These investigations have focused on specific companies and individuals, and the entire industry in the case of marketing and recruiting practices by for-profit higher education companies. Even though we do not market our platform to for-profit institutions, and have a different business model from them, this negative media attention has nevertheless fostered skepticism about online program management companies, online higher education generally and our company specifically. Allegations of abuse of federal financial aid funds and other statutory and regulatory violations against higher education companies, even if unfounded, could negatively impact our opportunity to succeed due to increased regulation or decreased demand for our offerings. Our company has been the ~~loss~~subject of articles and inquiries by critics of for-profit education models generally, and such critics continue to advocate for changes in law and regulation at the state and federal level that would be adverse to our business model and have sought information and increased oversight regarding the business practices of online program management companies. For example, such critics have sometimes compared our business to that of entities that were formally for-profit institutions and that subsequently converted to non-profit status, and the conflation of these newer business models with our own likely increased scrutiny of our business by Congress, the DOE or ~~changes to, its relationships with its customers; (ii) its~~other regulatory agencies. Any of these factors could negatively impact our ability to ~~acquire a new customers~~increase our university client base and ~~expand short courses with current customers; (iii) its ability~~grow our offerings and our revenue, which would make it difficult to continue to ~~acquire prospective students for its current short courses; (iv)~~grow our business.

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We have undergone recent changes to our senior management team and organizational structure, and if we are unable to successfully implement our new organizational structure, or if we lose the ~~acceptance, adoption~~services of any of our senior management, our business, operating results, and growth of online learning, particularly via short course certificates, by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies, if applicable; and (v) the lack of predictability and visibilityfinancial condition could be adversely affected.

In November 2023, Christopher “Chip” Paucek, our former Chief Executive Officer resigned and the ~~non-recurring nature~~Board of ~~its~~Directors appointed Paul Lalljie as our Chief Executive Officer. In addition, over the last twelve months, we have had several senior management changes and we have changed our organizational structure to appoint a leader of each business ~~model. GetSmarter~~segment.

Any significant leadership change, senior management transition or change to our organizational structure involves inherent risk and any failure to ensure a smooth transition could hinder our strategic planning, business execution and future performance. In particular, this or any future leadership transition or organizational change may result in a loss of personnel with deep institutional or technical knowledge and changes in business strategy or objectives, and has the potential to disrupt our operations and relationships with employees and partners due to added costs, operational inefficiencies, changes in strategy, decreased employee morale and productivity and increased turnover. We must successfully implement our new organizational structure to achieve our operating objectives.

Our future success depends in large part on the continued service of certain senior management. Our senior management team is critical to the development of our technology, platform, university client relationships, and overall financial and strategic direction and members of senior management are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. From time to time, there may be ~~unable~~changes in our senior management team resulting from the hiring or departure of executives. If we lose the services of senior management, or if our senior management team cannot work together effectively, our business, operating results, and financial condition could be adversely affected. We do not maintain key-person insurance on any of our employees, including our senior management team. The loss of the services of any key member of our senior management team, or failure to find a suitable successor, could make it more difficult to successfully operate our business and achieve ~~the same growth, revenues and earnings that GetSmarter has achieved in the past.~~

~~The combined company may underperform relative to~~ our ~~expectations.~~

If GetSmarter underperforms relative to our expectations, we may not be able to maintain the levels of revenue, earnings or operating efficiency that we and GetSmarter have achieved or might achieve separately. business goals.

In addition, ~~due to the short-term nature~~as a result of business acquisitions and lower price point of GetSmarter’s short course certificates and the shorter contractual terms with its university clients, we may not be able to reliably forecast or predict the impact that GetSmarter will have on the combined company’s revenue or other aspects of our ~~results of operations.~~

Uncertainties associated with the GetSmarter acquisition may cause the departure of management personnel and other key employees of GetSmarter or us, which could adversely affect the future business and operations of the combined company.

~~We and GetSmarter are dependent upon the experience and industry knowledge of~~recent organizational changes, our respective officers and other key employees to execute our respective business plans. The combined company’s success after the GetSmarter acquisition will depend in part upon its ability to retain key management personnel and other key employees of 2U and GetSmarter. Currentcurrent and prospective employees and employees of ~~2U and GetSmarter~~any acquired company may experience uncertainty about their future ~~roles~~roles. If our employees or the employees of any acquired company depart because of issues relating to uncertainty or perceived difficulties of integration, our ability to realize the anticipated benefits of an acquisition could be adversely impacted.

We have employees outside of the United States, have international residents that apply to and enroll in our offerings and plan to expand our international business, which exposes us to risks inherent in international operations.

Since 2017, and more recently as a result of the edX Acquisition, we have significantly increased our international operations, including the number of international applicants and students in our offerings. One element of our growth strategy is to continue expanding our international operations and to continue expanding our global student and client base. Our current international operations and future initiatives will involve a variety of risks that could constrain our operations and compromise our growth prospects, including:

•the need to localize and adapt online offerings for specific countries, including translation into foreign languages and ensuring that these offerings enable our university clients to comply with local education laws and regulations;

•difficulties in staffing and managing foreign operations, including different pricing environments, longer sales cycles, longer accounts receivable payment cycles and collections issues;

•lack of familiarity with and unexpected changes in foreign regulatory requirements;

•challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the ~~combined company,~~need to implement appropriate systems, policies, benefits and compliance programs;

•new and different sources of competition, and practices which may ~~materially adversely affect~~favor local competitors;

•weaker protection for intellectual property and other legal rights than in the ~~ability~~United States and practical difficulties in enforcing intellectual property and other rights outside of ~~each~~the United States;

•compliance challenges related to the complexity of 2Umultiple, conflicting and ~~GetSmarter~~changing governmental laws and regulations, including labor and employment, tax, education, privacy and data protection, and anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act;

•increased financial accounting and reporting burdens and complexities;

•restrictions on the transfer of funds;

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•adverse tax consequences, including liabilities for indirect taxes or the potential for required withholding taxes for our overseas employees;

•terrorist attacks, public health crises, labor strikes or other widespread work stoppages, adverse environmental conditions and acts of war such as the ongoing conflicts in Ukraine and the Middle East;

•unstable regional, economic or political conditions; and

•fluctuations in currency exchange rates or restrictions on foreign currency and resulting effects on our revenue and expenses.

Our expansion efforts may not be successful. Our experience with attracting university clients and students in the U.S. may not be relevant to our ability to attract clients and ~~retain key personnel after the acquisition which could adversely impact~~students in other markets. If we invest substantial time and resources to expand our international operations ~~of the combined company.~~

~~GetSmarter’s~~and are unable to attract university clients and students successfully and in a timely manner, our business and operating results will be harmed.

Our operations in South Africa expose us to risks that could have an adverse effect on our business.

~~As of September 30, 2017, GetSmarter employed approximately 330 employees~~

We have a significant employee base in South ~~Africa, and it expects to continue adding personnel. GetSmarter~~Africa. We may incur costs complying with labor laws, rules and regulations in South Africa, including laws that regulate work time, provide for mandatory compensation in the event of termination of employment for operational reasons, and impose monetary penalties for non-compliance with administrative and reporting requirements in respect of affirmative action policies. ~~GetSmarter’s~~Our reliance on a workforce in South Africa also exposes us to disruptions in the business, political, and economic environment in that ~~region.~~region, as well as natural disasters, public health crises, power outages and other environmental conditions. Maintenance of a stable political environment is important to ~~GetSmarter’s~~our operations in South Africa, and terrorist attacks and acts of violence or war may directly affect our physical facilities and workforce or contribute to general instability. ~~GetSmarter’s~~Our operations in South Africa require us to comply with complex local laws and regulatory requirements and expose us to foreign currency exchange rate risk. The economy of South Africa in the past has been, and in the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those prevailing in the United States, which could increase our ~~South-African based~~South-African-based costs and decrease our operating margins. ~~GetSmarter’s~~Our operations in South Africa may also subject us to trade restrictions, exchange control limitations, reduced or inadequate protection for intellectual property rights, security breaches, and other factors that may adversely affect our business. Negative developments in any of these areas could increase our costs of operations or otherwise harm our business.

~~GetSmarter’s~~

We engage some individuals classified as independent contractors, not employees, and if U.S. or international ~~operations expose~~regulatory authorities mandate that they be classified as employees, our business would be adversely impacted.

We engage independent contractors and are subject to U.S. and international regulations and guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to ~~flucutations in currency exchange rates that~~conduct our business as we choose, and could ~~negatively impact~~damage our

~~financial results~~ reputation and ~~cash flows.~~

~~After~~our ability to attract and retain other personnel.

We rely on certain third-party providers of software and services integral to the ~~GetSmarter acquisition, we conduct a more substantial portion~~operations of our ~~business outside~~business.

We rely on software that we license from third parties and services provided by third parties to offer certain components of our technology and services. In addition, we may need to obtain future licenses or services from third parties necessary for the ~~U.S.~~continued provision of our technology and services, which might not be available to us on acceptable terms, or at all. If our agreements with third-party software or services vendors are not renewed or the third-party software or services become obsolete, fail to function properly, are defective or otherwise fail to provide quality service or address our or our clients’ needs, there is no assurance that we ~~accordingly make~~ ~~certain business and resource decisions considering assumptions about foreign currency. As a result, we face exposure~~would be able to ~~adverse movements in foreign currency exchange rates, in particular~~replace the functionality provided by the third-party software or service provider with ~~respect to the volatility~~software or services from alternative providers. Any of ~~the South African rand. Our exposure to adverse movements in foreign currency exchange rates, including the South African rand,~~these factors could have a material adverse effect on our financial condition, cash flows or results of operations.

Implementation of our 2022 Strategic Realignment Plan or similar plans may not be successful, which could affect our ability to increase our profitability.

On July 28, 2022, we announced a plan to accelerate our transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio-

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based marketing strategy that drives traffic to the edX marketplace. As part of the plan, in 2022, we simplified our executive structure, reduced employee headcount, rationalized our real estate footprint and took steps to optimize our marketing spend. In furtherance of the 2022 Strategic Realignment Plan, we reduced employee headcount during the third quarter of 2023. We expect to record in the aggregate approximately $70 million to $75 million in restructuring charges associated with the 2022 Strategic Realignment Plan. The plan was substantially completed by December 31, 2022 with cash expenditures relating to the employee headcount reduction continuing through the first quarter of 2024 and cash expenditures related to real estate continuing through the duration of lease terms ranging from 1 to 7 years. In late 2023, we announced leadership changes and commenced a comprehensive performance improvement exercise aimed at, among other things, further improving profitability and optimizing our operating model. Part of this exercise includes headcount reductions associated with implementing changes to the Company’s organizational structure, as management works to align staffing levels with business priorities across functional Although we believe that the 2022 Strategic Realignment Plan and subsequent related actions will reduce overhead costs, enhance operational efficiency, and result in improved profitability, we cannot guarantee that these activities will achieve or sustain the expected benefits, or that the benefits, even if achieved, will be adequate to meet our long-term profitability and operational expectations. Risks associated with the impact of the 2022 Strategic Realignment Plan and subsequent related actions also include additional unexpected costs and negative impacts on our cash flows from operations and liquidity, employee attrition beyond our intended reductions and adverse effects on employee morale, diversion of management attention, adverse effects to our reputation as an employer, which could make it more difficult for us to hire and retain employees in the future, and potential failure or delays to meet operational and growth targets due to the loss of qualified employees and the potential negative impact on our reputation among our university clients. If we do not realize the expected benefits or synergies of the 2022 Strategic Realignment Plan and subsequent related actions, our business, financial condition, cash flows and results of operations could be negatively impacted.

If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve our results of operations may be adversely affected.

Many of our students initially access the free or audit track of the open courses available on our platform.Our growth strategy depends in part on our ability to increase the number of learners on our platform and to persuade those learners to enroll in the paid certificate track of the open courses available on our platform or in one of our other paid offerings. If students do not expand beyond free offerings, our ability to grow our business may be adversely affected.

Risks Related to Our Indebtedness and Capital Structure

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our indebtedness.

As of March 31, 2024 and December 31, 2023, we had approximately $947.0 million and $948.4 million, respectively, of indebtedness on a consolidated basis, including $380 million of 2.25% Senior Unsecured Convertible Notes due 2025 (the “2025 Notes”) issued pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2025 Indenture”). Additionally, on January 11, 2023, we issued $147 million of 4.50% Senior Unsecured Convertible Notes due 2030 (the “2030 Notes” and together with the 2025 Notes, the “Convertible Notes”) pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2030 Indenture” and together with the 2025 Indenture, the “Indentures”), and amended, extended and paid down the Term Loan Credit and Guaranty Agreement, dated as of June 28, 2021, by entering into the Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) reducing the amount of term loans outstanding under such instrument to $380 million and adding a revolving credit facility in an amount not to exceed $40 million. See Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K.

Our substantial indebtedness could have important consequences. For example, it could:

•limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, investments and other general corporate purposes;

•require a substantial portion of our cash ~~flows.~~

from operating activities to be dedicated to debt service payments and reduce the amount of cash available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes;

•place us at a competitive disadvantage compared to certain of our competitors who have less debt;

•hinder our ability to adjust rapidly to changing market conditions;

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•subject us to additional scrutiny from regulators;

•limit our ability to secure adequate bank financing in the future with reasonable terms and conditions; and

•increase our vulnerability to, and limit our flexibility in planning for or reacting to, a potential downturn in general economic conditions or in one or more of our businesses.

The ~~fluctuations~~Indentures and the Second Amended Credit Agreement contain, and the agreements governing indebtedness we may incur in the future may contain, affirmative and negative covenants that limit our ability to engage in activities that may be in our long-term best interests. For example, the scheduled maturity date of ~~currencies~~the loans under the Second Amended Credit Agreement may be accelerated to: (i) in the case of the term loan facility, January 30, 2025 in the event more than $40 million of 2025 Notes remain outstanding on such date and (ii) in the case of the revolving facility, January 1, 2025, in the event more than $50 million of 2025 Notes remain outstanding on such date. The 2030 Indenture also restricts the ability to refinance the 2025 Notes with any debt that is secured, structurally senior or matures prior to the 2030 Notes. If the debt under the Second Amended Credit Agreement were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, including the Convertible Notes which have cross-acceleration provisions to material debt, including the Second Amended Credit Agreement and the Convertible Notes, which could immediately materially and adversely affect our business, financial condition, and results of operations. See below also “Risk Factors – Risks Related to Our Indebtedness and Capital Structure – The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility.” Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, which may adversely impact our business, financial condition, and results of operations and raises substantial doubt about our ability to continue as a going concern. In addition, the perception that we may not be able to continue as a going concern may cause customers and other business partners to choose not to conduct business with us due to concerns about our ability to meet our contractual obligations and continue operating our business without interruption.

Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could further exacerbate the risks associated with our substantial financial leverage.

We may incur significant additional indebtedness in the future under the agreements governing our indebtedness. We are subject to limited restriction under the terms of the Indentures from incurring additional unsecured debt. Although the Second Amended Credit Agreement contains, and any future indebtedness may contain, restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of thresholds, qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. Additionally, these restrictions could permit us to incur obligations that, although preferential to our common stock in terms of payment, do not constitute indebtedness.

The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility and with which we may be unable to comply from time to time.

The Second Amended Credit Agreement requires us to comply with several financial covenants and other restrictive covenants, such as maintaining minimum recurring revenues, a minimum fixed charge coverage ratio, a maximum consolidated senior secured net leverage ratio and a maximum consolidated total net leverage ratio, maintaining insurance coverage, and restricting our ability to make certain investments. In addition, the 2030 Notes also contain certain covenants consistent with and that prevent us from amending or obtaining waivers for certain financial covenants in the Second Amended Credit Agreement. Compliance with these covenants may limit our ability to engage in new lines of business, make certain investments, pay dividends, or enter into various transactions.

These covenants may limit the flexibility of our operations, and lack of compliance, or inability to obtain a waiver related to those covenants, could result in a default under the Second Amended Credit Agreement. Specifically, the Second Amended Credit Agreement includes a financial covenant that requires us to maintain $900 million minimum Recurring Revenues (as defined by the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters. Although as of both March 31, 2024 and December 31, 2023, we were in compliance with the covenants under the Second Amended Credit Agreement, we cannot provide any assurance that we will achieve minimum Recurring Revenues in any future periods. If we are unable to comply with this financial covenant (or any other financial covenant thereunder) and are unable to cure or obtain a waiver with respect thereto, we would be in default under the Second Amended Credit Agreement and the obligations thereunder could be accelerated, and potentially result in a cross-acceleration under the Convertible Notes, as further described below. Based on our current outlook, we believe Recurring Revenues for the four consecutive quarters ending June 30, 2024 will be less than $900 million. If such a default were to occur, the lenders would have the right to terminate their commitments to provide loans under the Second Amended Credit Agreement and declare any and all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, the lenders would have the right to proceed against the collateral in which we ~~conduct~~granted a first priority security interest to them, which consists of substantially all our assets. If the debt under the Second Amended Credit Agreement were to be accelerated, we currently do not have sufficient cash to repay such indebtedness and we may be unable to borrow sufficient funds to refinance the debt or sell

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sufficient assets to repay the debt, including the Convertible Notes, which have cross-acceleration provisions to material debt, including the Second Amended Credit Agreement and the Convertible Notes, which would immediately materially and adversely affect our business, ~~can both increase~~financial condition, and ~~decrease our overall revenue~~results of operations and ~~expenses for any~~ ~~given fiscal period. Such volatility, even when it increases our revenues or decreases our expenses, impacts~~raise substantial doubt about our ability to ~~accurately predict~~continue as a going concern. Additionally, the scheduled maturity date of the loans under the Second Amended Credit Agreement may be accelerated to (i) in the case of the term loan facility, January 30, 2025 in the event more than $40 million of 2025 Notes remain outstanding on such date and (ii) in the case of the revolving facility, January 1, 2025, in the event more than $50 million of 2025 Notes remain outstanding on such date. See Note 8 to the accompanying financial statements.

Furthermore, the Second Amended Credit Agreement restricts, and any future indebtedness may similarly restrict or prohibit, us from making any cash payments to settle a conversion, repurchase, mandatory redemption or maturity payment in respect of the Convertible Notes. Our inability to make cash payments upon the conversion or repurchase of the Convertible Notes could result in dilution to our stockholders and limit our operational flexibility, respectively, and, in respect of a payment in connection with a mandatory redemption or maturity, would permit holders of the Convertible Notes to accelerate our obligations under the Convertible Notes. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with such covenants, to obtain waivers related to those covenants, if available, or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full.

To service or refinance our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control.

Our ability to make cash payments on and to refinance our indebtedness will depend upon our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. In order to service or refinance our indebtedness and to meet our liquidity needs we may be required to obtain additional financing and, subject to market conditions, we may seek to amend, refinance, restructure, exchange or repurchase our outstanding indebtedness and/or raise additional equity. We may seek to enter into revolving credit facilities, issue debt or equity securities or incur other indebtedness, sell assets (including businesses or business lines) or securitize receivables to meet future cash needs or to reduce our borrowing costs. Any issuance of equity or debt may be for cash or in exchange for our outstanding securities or indebtedness, or a combination thereof. Any debt we incur in the future may have terms (including interest rate, financial covenants and covenants limiting our operating flexibility) that are not favorable to us, and any such additional equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders. Furthermore, our failure to obtain any necessary financing, amendment, refinancing, restructuring, exchange or repurchases could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity.

If we are unable to generate sufficient cash from operating activities or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or amounts payable upon maturity or a mandatory redemption of the Convertible Notes, or if we fail to comply with the various covenants in the instruments governing our indebtedness and we are unable to obtain waivers, if available, from the required lenders or noteholders, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. As a result, we could be forced into bankruptcy or liquidation.

We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Convertible Notes or pay cash upon their conversion.

Holders of the Convertible Notes may, subject to certain exceptions, require us to repurchase their Convertible Notes following a “fundamental change” (as defined in the applicable Indenture) at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligations in cash unless we elect to settle conversions solely in shares of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or pay the cash amounts due upon conversion. Our failure to repurchase Convertible Notes or to pay the cash amounts due upon conversion when required will constitute a default under the Indentures. A default under the Indentures or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other

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indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes.

Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.

The conversion of some or all of the Convertible Notes may dilute the ownership interests of existing stockholders to the extent we deliver shares upon any conversion of the Convertible Notes. The make-whole conversion provisions under the Indentures governing the Convertible Notes may also further dilute the ownership interests of existing stockholders. In addition, the Indentures governing the Convertible Notes provide for customary anti-dilution provisions, which may result in the issuance of additional shares of our common stock. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions. The anticipated conversion of the Convertible Notes into shares of our common stock could also depress the price of our common stock.

Provisions in the Convertible Notes, Indentures and in the Second Amended Credit Agreement could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Convertible Notes and in the Indentures could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a “fundamental change” (as defined in the applicable Indenture), then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a “make-whole fundamental change” (as defined in the applicable Indenture), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the Indentures, as well as the Second Amended Credit Agreement, under which a “change of control” is an event of default resulting in acceleration of all indebtedness thereunder, could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the if-converted method for calculating diluted earnings per share. Under the if-converted method, diluted earnings per share will generally be calculated assuming that all the Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share.

We adopted ASU 2020-06 in the first quarter of 2022, using the modified retrospective basis, effective as of January 1, 2022. Following adoption of this ASU, we no longer separate the liability and equity components of the Convertible Notes on our balance sheet.

The capped call transactions may affect the value of our common stock.

In connection with the 2025 Notes, we entered into capped call transactions with certain option counterparties. The capped call transactions are expected generally to reduce the potential dilution upon any conversion of the 2025 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap.

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions from time to time (and are likely to do so following any conversion of the 2025 Notes, any repurchase of the 2025 Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the 2025 Notes are retired by us, in each case, if we exercise our option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock.

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In addition, if any such capped call transactions are terminated for any reason, the option counterparties or their respective affiliates may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our common stock.

Furthermore, the option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of a number of financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

We might not be able to utilize a portion of our net operating loss carryforwards, which could adversely affect our profitability.

As of December 31, 2023, we had federal net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2029. Our gross state net operating loss carryforwards are equal to or less than the federal net operating loss carryforwards and expire over various periods based on individual state tax laws. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our profitability. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Similar rules may apply under state tax laws. During the three-year period ended December 31, 2016, we determined that such an ownership change occurred. Absent a subsequent ownership change, however, all of our historical net operating losses should be available. Therefore, the occurrence of the ownership change during the three-year period ended December 31, 2016 is not expected to limit our ability to carry forward historical net operating losses before expiration. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. If a future ownership change occurs and limits our ability to use our historical net operating loss carryforwards, it would harm our future financial statement results by increasing our future tax obligations. We also have net operating loss carryforwards in South Africa and the United Kingdom and there is no guarantee that entities in these countries will generate enough taxable income to fully utilize them.

We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business.

We may need to raise additional funds to respond to business challenges or opportunities, accelerate our growth, develop new offerings or enhance our platform. Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance, all of which may be impacted by inflation and currency and interest rate fluctuations. If we seek to raise additional capital, it may not be available on favorable terms or may not be available at all. In addition, under our Second Amended Credit Agreement, we may be restricted from using the net proceeds of financing transactions for our operating objectives. Lack of sufficient capital resources could significantly limit our ability to manage our business and to take advantage of business and strategic opportunities and raise substantial doubt about our ability to continue as a going concern. Our Second Amended Credit Agreement includes a financial covenant that requires the Company to maintain $900 million minimum Recurring Revenues (as defined by the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters, commencing with the fiscal quarter ending September 30, 2021 through the maturity date. Although as of both March 31, 2024 and December 31, 2023, we were in compliance with the covenants under the Second Amended Credit Agreement, we cannot provide assurance that we will achieve minimum Recurring Revenues in any future periods. Based on our current outlook, we believe Recurring Revenues for the four consecutive quarters ending June 30, 2024 will be less than $900 million. If we are unable to comply with this financial covenant and are unable to cure or obtain a waiver related to this covenant, we would be in default under our term loan and revolving financing facilities and the obligations under the Second Amended Credit Agreement could accelerate Additionally, if we fail to refinance our 2025 Notes (i) prior to January 30, 2025, then the maturity on the term loan facility under the Second Amended Credit Agreement will be accelerated, and (ii) prior to January 1, 2025, then the maturity on the revolving facility under the Second Amended Credit Agreement will be accelerated. The 2030 Indenture also restricts the ability to refinance the 2025 Notes with any debt that is secured, structurally senior or matures prior to the 2030 Notes. See below also “Risk Factors – Risks Related to Our Indebtedness and Capital Structure – The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility.”

As of March 31, 2024, we had $380 million and $147.0 million outstanding under the 2025 Notes and the 2030 Notes, and $124.7 million in cash and cash equivalents. Accordingly, without additional funding, we do not expect to have sufficient

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funds to meet our obligations, including our upcoming maturities. Moreover, any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are not available if and when needed, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy or may be forced into bankruptcy or liquidation. See Note 2 to the accompanying financial statements.

We are required to meet the Nasdaq Global Select Market’s continued listing requirements and other Nasdaq rules, or we may risk delisting. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for stockholders to sell our common stock.

Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if we are delisted from the Nasdaq Global Select Market or if we are unable to transfer our listing to another stock market. In order to maintain this listing, we must satisfy minimum financial and other continued listing requirements and standards, including a requirement to maintain a minimum bid price of our common stock of $1.00 per share. On March 14, 2024, we received a letter from the Staff of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price of our common stock had closed below the $1.00 per share minimum required for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Minimum Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have until September 10, 2024 (the “Compliance Period”) to regain compliance with the Minimum Bid Price Rule. We can regain compliance at any time during the Compliance Period if our common stock has a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days (unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The letter had no immediate effect on the listing or trading of our common stock.

In addition, pursuant to Nasdaq Listing Rule 5810(3)(A)(iii), if during any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department of Nasdaq will issue a Staff Delisting Determination under Nasdaq Listing Rule 5810 with respect to that security (the “Low Priced Stocks Rule”). If a company receives such delisting notice, the company can request a hearing before a Nasdaq hearings panel (the “Panel”). If we receive such Staff Delisting Determination, Nasdaq may not grant our request for a hearing, or if Nasdaq grants our request for a hearing, the Panel may not grant our request for continued listing of our common stock pending compliance with all applicable listing criteria, including the Low Priced Stocks Rule, or we may be unable to timely satisfy the terms of any extension that may be granted by the Panel.

Although we continue to monitor the closing bid price of our common stock and seek to regain compliance with all applicable Nasdaq continued listing requirements within the allotted compliance periods, we are considering available options, including implementation of a reverse stock split, to regain compliance. On March 26, 2024, our Board has adopted and is recommending that our stockholders approve amendments to our Eighth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-40, with the exact ratio within such range to be determined by the Board in its discretion (the “reverse stock split”). The Board believes that by effecting the reverse stock split could be an effective means of regaining compliance with the Minimum Bid Price Rule for continued listing of our common stock on The Nasdaq Global Select Market, which continued listing provides certain benefits such as overall credibility to an investment in the stock and increases visibility and liquidity, which could also help facilitate future financings and also help attract, retain, and motivate employees. If stockholders approve such proposal (the “Reverse Stock Split Proposal”), the Board will have the authority, but not the obligation, in its sole discretion and without further action on the part of the stockholders, to (i) elect whether to effect the reverse stock split and, if so, to determine the reverse stock split ratio from among the approved range described above and (ii) effect the reverse stock split by filing a Certificate of Amendment with the Secretary of State of the State of Delaware, and all other amendments will be abandoned. The Board’s decision as to whether and when to effect the reverse stock split will be based on a number of factors, including market conditions, the historical, existing and expected trading price of our common stock, the anticipated impact of the reverse stock split on the trading price and number of holders of our common stock, and the continued listing requirements of The Nasdaq Global Select Market. However, even if the Reverse Stock Split is implemented, we cannot make any assurances that any such split will be sufficient to revert the Company into compliance with the Minimum Bid Price Rule or that we will be able to maintain compliance with the Minimum Bid Price Rule, the Low Price Stocks Rule or any other listing rule in the future or for any extended period of time.

If we do not regain compliance within the Compliance Period, including any extensions that may be granted by the Staff, the Staff will provide notice that our common stock will be subject to delisting. We will then be entitled to appeal the determination to a Nasdaq Listing Qualifications Panel and request a hearing. We cannot be sure that our share price will comply with the requirements for continued listing of our common stock on the Nasdaq Global Select Market in the future or that we will comply with the other continued listing requirements.

If our common stock is delisted by Nasdaq, it could lead to a number of negative consequences, including an adverse effect on the price of our common stock, increased volatility in our common stock, reduced liquidity in our common stock, a limited

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availability of market quotations for our common stock, the loss of federal preemption of state securities laws, decreased securities analyst coverage, a breach or default of certain of or outstanding indebtedness, and greater difficulty in obtaining financing. In addition, delisting of our common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, could result in a loss of current or future coverage by certain sell-side analysts and might deter certain institutions and persons from investing in our securities at all.

If the Company fails to regain compliance with Nasdaq’s Minimum Bid Price Rule in a timely manner, including through effecting a reverse stock split, or otherwise is subject to delisting, the delisting of our common stock would constitute a “fundamental change” and a “make-whole fundamental change” (each as defined in the applicable indenture) under the terms of the Convertible Notes. The occurrence of the fundamental change and make-whole fundamental change provides holders the right to cause the Company to repurchase their Convertible Notes at par or convert their Convertible Notes at the then applicable “make-whole” rate, in each case, if they determined not to maintain their investment the Convertible Notes. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.

If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on the OTC Bulletin Board, OTCQB or another over-the-counter market. Any such alternative would likely result in it being more difficult for us to raise additional capital through the public or private sale of equity securities and for investors to dispose of, or obtain accurate quotations as to the market value of, our common stock. In addition, there can be no assurance that our common stock would be eligible for trading on any such alternative exchange or market. Delisting could also cause a loss of confidence from our investors, partners, vendors, suppliers and employees, which could harm our business and future prospects.

If our common stock becomes subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq, and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore shareholders may have difficulty selling their shares.

Risks Related to Regulation of Our Business and That of Our University Clients

Our business model relies on university client institutions complying with federal and state laws and regulations.

Higher education is heavily regulated. All of our university clients in the United States and certain university clients outside of the United States participate in Title IV federal student financial assistance programs under the HEA of 1965, as amended, or HEA, and are subject to extensive regulation by the U.S. Department of Education, or DOE, as well as various state agencies, licensing boards and accrediting commissions. To participate in the Title IV programs, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting commission recognized by the DOE, and be certified by the DOE as an eligible institution. If a university client participating in Title IV failed to maintain in good standing its approval by these regulators, or was found to be in non-compliance with any of the laws, regulations, standards or policies promulgated by such regulators, the university client could lose some or all of its access to Title IV program funds, lose the ability to offer certain programs or lose its ability to operate in certain states, any of which could cause our revenue from that university client’s program to decline.

The regulations, standards, guidance and policies applicable to our university clients change frequently and are often subject to interpretation. Changes in, or new interpretations of, applicable laws, regulations, guidance or standards could compromise our university clients’ accreditation, authorization to operate in various states, permissible activities or use of federal funds under Title IV programs or state funds under state grant programs. We cannot predict with certainty how the requirements applied by our university clients’ regulators will be interpreted, or whether our university clients will be able to comply with these requirements in the future.

Certain requirements of Title II and Title III of the Americans with Disabilities Act apply to us and our university clients and Section 504 of the Rehabilitation Act of 1974 applies to our university clients that receive federal funding. Further, in the

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absence of definitive federal rulemaking, the Web Content Accessibility Guidelines 2.1, a set of recommendations and technical standards for making websites accessible to individuals with disabilities published by the World Wide Web Consortium, have become the effective standard for learner-facing aspects of our platform. We may not be successful in ensuring that our offerings and services comply with these changing statutory and regulatory requirements, which could make our solutions less attractive to our clients and students, and we expect to incur ongoing costs of compliance.

Our activities are subject to federal and state laws and regulations and other requirements.

Although we are not an institution of higher education, we are required to comply with certain education laws, regulations and accreditation standards as a result of our role as a service provider to higher education institutions, either directly or indirectly through our contractual arrangements with university clients. Failure to comply with these laws, regulations and standards could result in breach of contract and indemnification claims and could cause damage to our reputation and impair our ability to grow our business and achieve profitability.

Activities of the U.S. Congress or Department of Education could result in adverse legislation, regulations, guidance, actions or investigations.

The process of reauthorization of the HEA is expected to continue until the HEA is updated. Congressional hearings may be scheduled by the U.S. Senate Committee on Health, Education, Labor and Pensions, the U.S. House of Representatives Committee on Education and the Workforce and other Congressional committees regarding various aspects of the education industry, including Title IV programs, accreditation matters, student debt, student recruiting, cost of tuition, distance learning, competency-based learning, student success and outcomes and other matters. Future hearings may include a discussion of the role of online program management companies.

The increased scrutiny and results-based accountability initiatives in the education sector, as well as ongoing policy differences in Congress regarding spending levels and other issues, including funding legislation for the government’s next fiscal year, could lead to significant changes in connection with the reauthorization of the HEA or otherwise. These changes may result in new or additional regulatory burdens on postsecondary schools generally, and specific initiatives may be targeted at or have an impact on companies like us that serve higher education. The adoption of any laws or regulations that limit our ability to provide our services to our university clients could compromise our ability to drive revenue through their programs or make our platform less attractive to them. Congress could also enact laws, authorize regulations or revise guidance that requires us to modify our practices in ways that could increase our costs or decrease our revenues.

In addition, ongoing regulatory activities and initiatives of the DOE may have similar consequences for our business even in the absence of Congressional action. For example, there is a DOE rulemaking process underway in 2024 that includes agenda topics related to accreditation, state authorization, and distance education that could impact our institutional partners and our business. The DOE has also indicated that it may consider additional rulemaking agenda topics and guidance changes in 2024. We cannot predict with certainty what these future changes will be, or whether they will lead to any additional reports that may impact our business in the future.

Our business model, which depends on our ability to receive a share of tuition revenue as payment from our university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and may be subject to change.

Each institution of higher education that participates in Title IV programs agrees it will not “provide any commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of Title IV, HEA program funds.” Virtually all of our university clients participate in Title IV programs.

Although this rule, referred to as the incentive compensation rule, generally prohibits entities or individuals from receiving incentive-based compensation payments for the successful recruitment, admission or enrollment of students, the DOE provided official policy guidance in 2011 permitting tuition revenue-sharing arrangements known as the “bundled services rule.” Our current business model relies in part on the bundled services rule to enter into tuition revenue-sharing agreements with our university clients.

Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a “dear colleague” letter, or DCL, and is not codified by statute or regulation, there is risk that the rule could be altered or removed without customary administrative procedural requirements, such as adequate prior notice and an opportunity to comment, that accompany formal agency rulemaking. Although the DCL remains the longstanding policy, in March 2023, the DOE provided notice that it intends to review the bundled services rule, with the intent to improve the guidance on the incentive compensation rule with respect to bundled services. Following this notice, DOE held listening sessions and accepted written

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feedback from the public on questions it posed. DOE has not indicated if or when it will issue revised guidance on the DCL, and we are unable to determine the impact that any such guidance would have on our business model or results of operations.

In addition, the legal weight the DCL would carry in any litigation over the propriety of any specific compensation or revenue sharing arrangements under the HEA or the incentive compensation rule is uncertain. We can offer no assurances as to how the DCL would be interpreted by a court. The revision, removal or invalidation of the bundled services rule by Congress, the DOE or a court, whether in an action involving our company or our university clients, or in an action that does not involve us, could require us to change our business model and renegotiate the terms of many of our university client contracts and could compromise our ability to generate revenue or otherwise adversely impact our business.

If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities.

Even though the DCL issued in 2011 clarifies that tuition revenue-sharing arrangements with our university clients are permissible, we are still subject to other provisions of the incentive compensation rule that prohibit us from offering to our employees who are involved with or responsible for recruiting or admissions activities any bonus or incentive-based compensation based on the successful recruitment, admission or enrollment of students into any institution. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities, including liabilities related to “whistleblower” claims under the federal False Claims Act. Any such claims, even if without merit, could require us to incur significant costs to defend the claim, distract management’s attention and damage our reputation.

If we or our university clients fail to meet the DOE’s third party servicer requirements, we may incur liabilities, or be fined, limited, suspended or terminated from participating as a Third-Party Servicer of Title IV programs.

On February 15, 2023, DOE published Dear Colleague Letter GEN-23-03, subsequently amended, which updated its existing guidance to significantly expand its interpretation of the types of service providers that qualify as participating in the administration of Title IV funds under the definition of a “Third-Party Servicer” (TPS). Under this guidance, entities like ours performing the functions of student recruiting and retention, the provision of software products and services involving Title IV administration activities, and the provision of educational content and instruction, among other things, would have been deemed “Third-Party Servicers” and would have been subject to regulation by the DOE under the HEA and the DOE’s regulations and guidance. This guidance also prohibited institutions from contracting with foreign or foreign-owned Third-Party Servicers.

On April 4, 2023, the Company filed a lawsuit in federal district court against the DOE and its Secretary that challenged the DOE’s revised TPS guidance. The lawsuit contends that the DOE’s expansion of the definition of “Third-Party Servicer” from that contained in the HEA, and prohibition on contracting with foreign or foreign-owned TPSs, violated both the HEA and the Administrative Procedure Act.

On May 16, 2023, the DOE published Dear Colleague Letter GEN-23-08, which rescinded the DOE’s prohibition on contracting with foreign or foreign-owned third party services and further delayed the implementation of the remaining TPS guidance, and reinstated the guidance in place prior to DOE’s February 15, 2023 notice. The DOE stated that it plans to publish revised guidance with an effective date at least six months after its publication. The lawsuit remains pending but is stayed awaiting issuance of the DOE’s revised TPS guidance. We do not know when the DOE will issue this revised guidance or the scope or terms of the guidance.

If the Company were deemed to be a TPS under revised regulation and guidance, its risks related to the Title IV obligations of its Title IV eligible partner institutions would increase, as would its regulatory burden, and its ability to contract with institutions could be limited and our business could be adversely impacted. For example, a TPS is required to meet certain administrative capability and financial responsibility requirements, which if not met would disqualify it from contracting with Title IV eligible institutions.

If we or our subcontractors or agents violate the misrepresentation rule, or similar international, federal and state regulatory requirements, we could face fines, sanctions and other liabilities.

We are required to comply with other regulations promulgated by the DOE that affect our student acquisition activities, including the misrepresentation rule. The misrepresentation rule is broad in scope and applies to statements our employees, subcontractors or agents may make about the nature of a university client’s program, a university client’s financial charges or the employability of a university client’s program graduates. A violation of this rule, FTC rules or other international, federal or state regulations applicable to our marketing activities by our university client, our employees, subcontractors or agents performing services for clients could lead to governmental investigations and sanctions, hurt our reputation, result in the termination of university client contracts and our ability to contract with institutions, require us to pay fines or other monetary penalties or require us to pay the costs associated with indemnifying a university client from private claims or government investigations.

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If our university clients fail to maintain their state authorizations, or we or our university clients violate other state laws and regulations, students in their offerings could be adversely affected and we could lose our ability to operate in that state and provide services to these university clients.

Our university clients must be authorized in certain states to offer online educational offerings, engage in recruiting and operate externships, internships, clinical training or other forms of field experience, depending on state law. The loss of or failure to obtain state authorization would, among other things, limit the ability of a university client to enroll students in that state, render the university client and its students ineligible to participate in Title IV programs or receive other aid in that state, diminish the attractiveness of the university client’s offering and ultimately compromise our ability to generate revenue and become profitable.

In addition, if we or any of our university clients fail to comply with any state agency’s rules, regulations or standards beyond authorizations, the state agency or state attorney general could limit the ability of the university client to offer educational offerings in that state or limit our ability to perform our contractual obligations to our university client in that state.

If our university clients fail to maintain institutional or programmatic accreditation for their offerings, our revenue could be materially affected.

The loss or suspension of a university client’s accreditation or other adverse action by the university client’s institutional or programmatic accreditor could render the institution or its offerings ineligible to participate in Title IV programs, could prevent the university client from offering certain educational offerings and, for certain degree-granting programs, could make it impossible for the graduates of the university client’s program to obtain employment in the profession for which they trained. If any of these results occurs, it could hurt our ability to generate revenue from that offering.

Our future growth could be negatively impacted if our university clients fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within certain states.

Our university clients are required to obtain the appropriate approvals from the DOE and applicable state and accrediting regulatory agencies for new programs or locations, which may be conditioned, delayed or denied in a manner that could impair our strategic plans and future growth. Regulatory constraints have resulted in delays to various approvals our university clients are requesting, and such delays could in turn delay the timing of our ability to generate revenue from our university clients’ programs. In addition, changes to accrediting agency standards, policies and procedures could also delay university program approvals and negatively impact our ability to generate revenue from our university clients’ programs.

If more state agencies require specialized approval of our university clients’ offerings, our operating costs could increase significantly, approval times could lag, or we could be prohibited from operating in certain states.

In addition to state licensing agencies, our university clients may be required to obtain approval from professional licensing boards in certain states to offer specialized programs in specific fields of study. Currently, relatively few states require institutions to obtain professional board approval for their online educational offerings. However, more states could pass laws requiring our university clients’ offerings, such as graduate programs in teaching or nursing, to obtain approval from state professional boards. If a significant number of states pass additional laws requiring schools to obtain professional board approval, the cost of obtaining all necessary state approvals could dramatically increase, which could make our platform less attractive to university clients, and these university clients could be barred from operating in some states entirely.

Evolving regulations and legal obligations related to data privacy, data protection and information security, and our actual or perceived failure to comply with such obligations, could have an adverse effect on our business.

The legislative and regulatory framework for privacy and data security is rapidly evolving and likely is to remain uncertain for the foreseeable future. In providing our platform to university clients and in operating our business, we collect and process regulated personal information from students, faculty, prospective students and employees. Our handling of this personal information is subject to a variety of laws and regulations, which have been adopted by federal, state and foreign governments to regulate the collection, distribution, use and storage of personal information. Any failure or perceived failure by us to comply with these data protection laws and regulations or any security incident that results in the unauthorized release or transfer of this personal information in our possession, could result in government enforcement actions, litigation, fines and penalties or adverse publicity, all of which could have an adverse effect on our reputation and business.

Various federal, state and foreign legislative, regulatory or other governmental bodies have adopted laws or regulations concerning privacy, security, data storage and data protection that could materially adversely impact our business. Moreover, much of the personal information we collect and process is regulated by multiple privacy laws across various jurisdictions. For example, the General Data Protection Regulation (“GDPR”), which took effect in May 2018, introduced robust requirements

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for the protection of personal data of individuals in the European Union (“EU”) and substantial fines for non-compliance, including fines up to 4% of a Company’s annual global revenue. However, with the withdrawal of the United Kingdom (“UK”) from the EU in 2020, we must also now comply with the local laws of that jurisdiction such as the UK Data Protection Act 2018 and the UK General Data Protection Regulation. This introduces the risk of possible enforcement from a separate data protection authority, with its distinct power to impose substantial fines for non-compliance. As another example, in July 2020, South Africa’s privacy law known as the Protection of Personal Information Act became effective, mandating new requirements for processing of personal information in South Africa, and our Company must comply with these laws.

We are also subject to evolving EU rules on data transfer, as we may transfer personal data from the European Economic Area to other jurisdictions. The invalidation of the EU-U.S. Privacy Shield framework in July 2020, enforcement action by certain EU data protection authorities (such as the Irish Data Protection Commission in May 2023) and introduction of updated Standard Contractual Clauses (SCC) in 2021 for alternative means of cross-border data transfer, results in additional complexity and risk to our compliance measures. The European Commission issued an adequacy decision in respect of the EU-US Data Privacy Framework on July 10, 2023, permitting transfers of personal data from the EU to U.S. organizations certified under the Framework, without additional transfer mechanisms. However, legal challenges to the validity of this adequacy decision have already been lodged in the EU, with further challenges expected.

Moreover, other new regulations, such as the Digital Services Act, which entered into force in the UK on November 16, 2022, and will apply to all EU member states in February 2024, and California’s Age Appropriate Design Code, passed in August 2022 and going into effect in July 2024, place additional obligations on online platforms and the ways in which they handle, share and disclose data.

In the U.S., the California Consumer Privacy Act (“CCPA”) took effect in January 2020. Pursuant to the CCPA, we are required, among other things, to meet certain enhanced notice requirements to California residents regarding our use or disclosure of their personal information, allow California residents to opt-out of certain uses and disclosures of their personal information without penalty, and provide Californians with other choices related to personal data in our possession. The California Attorney General may seek substantial monetary penalties and injunctive relief in the event of our non-compliance with the CCPA. The CCPA also allows for private lawsuits from Californians in the event of certain data breaches. The CCPA was amended by the California Privacy Rights Act (“CPRA”), which went into effect on January 1, 2023 (regulations pending). CPRA places additional obligations on covered businesses regarding consumer opt-out rights and use of sensitive data, among other requirements. Moreover, Virginia, Utah, Connecticut and Colorado all have passed new privacy laws that went into effect in 2023. New privacy laws have also recently been passed in Indiana, Iowa, Montana, and Tennessee, which will go into effect between 2024 and 2026. There are a number of additional proposals for U.S. federal and state privacy laws that, if passed, could increase our potential liability, add layers of complexity to compliance in the U.S. market, increase our compliance costs, and adversely impact our business. However, without an overarching federal law driving privacy compliance in the U.S., the risk is high of a patchwork of privacy legislation formed by individual state laws, similar to the states’ approach to breach notification obligations. This could not only increase costs for compliance but also raise the risk of enforcement by individual state attorneys general.

We also expect that there will continue to be new proposed laws, regulations, rulings and industry standards concerning privacy, security, data storage and data protection in the U.S., the EU and other jurisdictions, and we cannot yet determine the impact such future laws, regulations, rulings and standards may have on our business. For example, the European ePrivacy Directive (Directive 2002/58/EC, as amended by Directive 2009/136/EC), which obliges EU member states to introduce certain national laws regulating privacy in the electronic communications sector, will soon be replaced by the ePrivacy Regulation. As the text of the ePrivacy Regulation is still under development and in draft form, and as further guidance is issued and interpretations of both the ePrivacy Regulation and the GDPR develop, it is difficult to assess the impact of either on our business or operations, but it may require us to modify our data practices and policies. In addition, in 2021 new privacy laws were passed in China, Brazil and other jurisdictions, and in 2023, a new privacy law was passed in India. Many countries are considering updates to their current data protection regulations, including Australia.

Complying with these and other changing requirements could cause us to incur substantial costs, or require us to change our business practices, any of which could materially adversely affect our business and operating results.

We are required to comply with the Family Educational Rights and Privacy Act, or FERPA, and failure to do so could harm our reputation and negatively affect our business.

FERPA generally prohibits an institution of higher education participating in Title IV programs from disclosing personally identifiable information from a student’s education records without the student’s consent. Our university clients and their students disclose to us certain information that originates from or comprises a student education record under FERPA. As an entity that provides services to institutions participating in Title IV programs, we are indirectly subject to FERPA, and we may not transfer or otherwise disclose any personally identifiable information from a student record to another party other than in a

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manner permitted under the statute. If we violate FERPA, it could result in a material breach of contract with one or more of our university clients and could harm our reputation. Further, in the event that we disclose student information in violation of FERPA, the DOE could require a university client to suspend our access to its student information for at least five years.

In our Alternative Credential Segment, we are subject to risks and compliance rules and regulations related to the third-party credit card payment processing platform integrated within our websites or otherwise used by our business.

Students typically use a credit or debit card to pay application and enrollment fees and to make tuition payments for the offerings in our Alternative Credential Segment that are not free. We are subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. We believe that we and the payment processing service providers we use are compliant in all material respects with the Payment Card Industry Data Security Standard. However, there is no guarantee that such compliance will be maintained or that compliance will prevent illegal or improper use of our systems that are integrated with our payment processing providers. If we or any of the third-party payment processors we use fail to be in compliance with applicable credit card rules and regulations, we may be required to migrate to an alternate payment processor which could result in transaction downtime during the migration and/or a loss of students and have a material adverse effect on our business, financial condition and results of operations.

We are subject to governmental export, import and sanctions controls that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.

Our business activities are subject to various restrictions under U.S. export and similar laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale of certain services to U.S. embargoed or sanctioned countries, governments, persons, and entities. In addition, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide students access to our platform or could limit our students’ ability to access or use our services in those countries.

Changes in our platform, or future changes in export and import regulations, may prevent our international students from utilizing our platform or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential students internationally. Any decreased use of our platform or limitation on our ability to export or sell our platform would adversely affect our business, results of operations, and financial results.

Risks Related to Intellectual Property

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our business.

Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The technology and software fields generally are characterized by extensive intellectual property litigation and many companies that own, or claim to own, intellectual property have aggressively asserted their rights. In addition, we face potential copyright and trademark infringement from the content we produce in connection with our marketing activities, including in websites related to our offerings. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will assert intellectual property claims against us, particularly as we expand the complexity and scope of our business. In addition, our university client agreements require us to indemnify our university clients against claims that our platform infringes the intellectual property rights of third parties.

Future litigation may be necessary to defend ourselves or our university clients from intellectual property infringement claims or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and would be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights

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may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could:

•hurt our reputation;

•adversely affect our relationships with our current or future university clients;

•cause delays or stoppages in providing our platform;

•divert management’s attention and resources;

•require technology changes to our software that could cause us to incur substantial cost;

•subject us to significant liabilities; and

•require us to cease some or all of our activities.

In addition to liability for monetary damages against us, which may include attorneys’ fees, treble damages in the event of a finding of willful infringement, or, in some circumstances, damages against our university clients, we may be prohibited from developing, commercializing or continuing to provide some or all of our bundled technology-enabled platform unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all.

We may incur liability, or our reputation may be harmed, as a result of the activities of our university clients and students or the content in our online learning platforms.

We may be subject to potential liability for the activities of our university clients or students in connection with the data they post or store in our online learning platforms. For example, university personnel or students, or our employees or independent contractors, may post to our online learning platforms various articles or other third-party content for use in class discussions or within asynchronous lessons.

Various U.S. federal statutes may apply to us with respect to these activities. For example, the Digital Millennium Copyright Act of 1998, or DMCA and the Communications Decency Act, or CDA, have provisions that limit our liability for certain content posted by third parties on our platforms.

Although statutes and case law in the U.S. have generally shielded us from liability for these activities to date, court rulings in pending or future litigation may narrow the scope of protection afforded us under these laws. In addition, laws governing these activities are unsettled in many international jurisdictions. As a result, we could incur liability to third parties for the unauthorized duplication, distribution or other use of third-party content. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our uses of such material, which may include changing or removing content from courses or altering the functionality of our online learning platform, or to pay monetary damages.

Additionally, university personnel or students, or our employees or independent contractors could use our online learning platform to store or process regulated personal information without our knowledge. In the event that our systems experience a data security incident, or an individual or entity accesses information without, or in excess of, proper authorization, we could be subject to data security incident notification laws, as described elsewhere, which may require prompt remediation and notification to individuals. If we are unaware of the data and information stored on our systems, we may be unable to appropriately comply with all legal obligations, and we may be exposed to governmental enforcement or prosecution actions, private litigation, fines and penalties or adverse publicity and these incidents could harm our reputation and business.

Our failure to protect our intellectual property rights could diminish the value of our platform, weaken our competitive position and reduce our revenue.

We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain names, as critical to our success. We protect our proprietary information from unauthorized use and disclosure by entering into confidentiality agreements with any party that may come in contact with such information. We also seek to ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies and any other third party that may create intellectual property for us that assigns any copyright and patent rights to us. However, these arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

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We pursue the registration of our domain names, trademarks and service marks in the United States and in jurisdictions outside the United States. However, third parties may knowingly or unknowingly infringe on our trademark or service mark rights, third parties may challenge our trademark or service mark rights, and pending or future trademark or service mark applications may not be approved. In addition, effective trademark protection may not be available in every country in which we operate or intend to operate. In any or all cases, we may be required to expend significant time and expense to prevent infringement or enforce our rights.

Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries may not protect our proprietary rights to as great an extent as do the laws of the United States. Further, the laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property rights. Our failure to meaningfully protect our intellectual property could result in competitors offering services that incorporate our most technologically advanced features, which could seriously reduce demand for our platform. In addition, we may in the future need to initiate litigation such as infringement or administrative proceedings, to protect our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, whether or not such litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not be able to stop our competitors from infringing upon our intellectual property rights.

The use of “open source” software in our platform could negatively affect our ability to offer our platform and subject us to possible litigation.

A portion of our platform incorporates so-called “open source” software, and we may incorporate additional open source software in the future. Certain open source licenses may, in certain circumstances, require us to offer our platform that incorporates the open source software for no cost, to make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and to license such modifications or derivative works under the terms of the particular open source license. Our efforts to monitor the use of open source software in our platform to ensure that no open source software is used in such a way as to require us to disclose our source code when we do not wish to do so, may be unable to prevent such use from occurring. In addition, if a third-party software provider has incorporated certain types of open source software into software we license from such third party without our knowledge, we could, under certain circumstances, be required to comply with the foregoing conditions. If an author or other third party that distributes open source software that we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from offering the component of our platform that contained the open source software and being required to comply with the foregoing conditions, which could disrupt our ability to offer certain components of our platform.

We could also be subject to suits by parties claiming ownership of what we believe to be open source software. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts. Accordingly, there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to offer our platform. Litigation could be costly for us to defend, have a negative effect on our operating results and ~~earnings.~~

financial condition and require us to devote additional research and development resources to change our products.

Individuals that appear in content hosted on our online learning platform may claim violation of their rights.

Faculty and students that appear in video segments hosted on our online learning platform may claim that proper assignments, licenses, consents and releases were not obtained for use of their likenesses, images or other contributed content. Our contracts typically require that our university clients ensure that proper assignments, licenses, consents and releases are obtained for their course material, but we cannot know with certainty that they have obtained all necessary rights. Moreover, the laws governing rights of publicity and privacy, and the laws governing faculty ownership of course content, are imprecise and adjudicated on a case-by-case basis, such that the enforcement of agreements to transfer the necessary rights is unclear. As a result, we could incur liability to third parties for the unauthorized duplication, display, distribution or other use of this material. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our use of such material, which may include changing or removing content from courses, or to pay monetary damages. Moreover, claims by faculty and students could damage our reputation, regardless of whether such claims have merit.

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We do not control and may be unable to predict the future path of the Open edX Platform.
Certain of our offerings are hosted on the Open edX Platform that is owned by the non-profit entity that survived the edX Acquisition. We do not own the Open edX Platform and we do not control and may be unable to predict the future path of open source technology development of the Open edX Platform, including the ongoing development of open source components used in the Open edX Platform, which could reduce the appeal of our offerings hosted on the Open edX Platform and damage our reputation. If open source software programmers, many of whom we do not employ, or our own internal programmers do not continue to develop and enhance the Open edX Platform, we may be unable to meet student or university requirements.
Risks Related to Ownership of Our Common Stock
Our operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline.
Our operating results have historically fluctuated due to seasonality and changes in our business, and our future operating results may vary significantly due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our operating results include, but are not limited to, the following:
•the timing of our costs incurred in connection with the launch of new degree programs and the delay in receiving revenue from these new programs, which delay may last for several years;
•seasonal variation driven by the semester schedules for our university clients’ degree programs and seasonal engagement patterns of students on the edX marketplace, which may vary from year to year;
•changes in the student enrollment and retention levels in our university clients’ offerings;
•changes in our key metrics or the methods used to calculate our key metrics;
•changes in tuition rates;
•the timing and amount of our marketing and sales expenses;
•costs necessary to improve and maintain our platform;
•fluctuations in foreign currency exchange rates;
•the impact of pandemics, including on the global economy, educational institutions and our results of operations;
•costs related to any acquisition and integration of business and technology;
•our ability to effectively integrate businesses and technologies that we acquire;
•impairment of goodwill or intangible assets; and
•changes in the prospects of the economy generally, which could alter current or prospective university clients’ or students’ spending priorities or could increase the time it takes us to launch new offerings.
Our operating results may fall below the expectations of market analysts and investors in some future periods, which could cause the market price of our common stock to decline substantially.
The trading price of the shares of our common stock may be volatile, and purchasers of our common stock could incur substantial losses.
The trading price of the shares of our common stock may be volatile. The stock market in general, and the market for technology companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including:
•actual or anticipated variations in our operating results;
•variations between our actual operating results and the expectations of securities analysts, investors and the financial community;
•changes in financial estimates by us or by any securities analysts who might cover our stock or our failure to meet these financial estimates;
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•conditions or trends in our industry, the stock market or the economy, including the impact of recessions, inflation, and currency and interest rate fluctuations;
•the level of demand for our stock, including the amount of short interest in our stock;
•stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the software and information technology industries;
•announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;
•announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
•capital commitments;
•investors’ general perception of our company and our business;
•actions instituted by activist shareholders or others;
•lawsuits threatened or filed against us;
•recruitment or departure of key personnel;
•sales of our common stock, including sales by our directors and officers or specific stockholders; and
•other factors such as political or social unrest, labor strikes or other widespread work stoppages, terrorist attacks, natural disasters, potential public health crises and other hostilities within or beyond areas where we currently have, or may in the future have, international operations, such as the ongoing conflicts in Ukraine and the Middle East.
Activist shareholders who disagree with the composition of our board of directors, our strategy or the way we are managed may seek to effect change through various strategies that range from private engagement to publicity campaigns, proxy contests, efforts to force transactions not supported by our board of directors and litigation. Responding to these actions may be costly and time-consuming, disrupt our operations, divert the attention of our board of directors, management and employees and interfere with the execution of our strategic plan. A contested election could also require us to incur substantial legal and public relations fees and proxy solicitation expenses. The perceived uncertainty as to our future direction resulting from activist strategies could also affect the market price and volatility of our common stock.
As described in Part I, Item 3 of this Annual Report on Form 10-K, certain consumers have initiated class action lawsuits against us. Our defense against this litigation has caused and will continue to cause us to incur additional expenses and continue to divert management’s attention and resources from our business.
Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common stock may ~~decline~~be lower as a ~~result~~result.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control is considered favorable by you and other stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the ~~GetSmarter acquisition.~~

~~The~~preferred stock without any further vote or action by our stockholders. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders, which could delay or prevent a change in control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may ~~decline~~be adversely affected.

Our charter documents also contain other provisions that could have an anti-takeover effect, including:

•our board of directors is divided into three classes, with each class serving three-year staggered terms, until our 2025 annual meeting of shareholders;

•stockholders are not entitled to remove directors other than by a 66 2/3% vote and only for cause;

•stockholders are not permitted to take actions by written consent;

•stockholders are not permitted to call a special meeting of stockholders;

•our board of directors is allowed to adopt, amend or repeal our bylaws; and

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•stockholders are required to give us advance notice of their intention to nominate directors or submit proposals for consideration at stockholder meetings.

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (“DGCL”), which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particular stockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our stock.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware and the state and federal courts located within the State of Delaware are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees and, in turn, discourage lawsuits against our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court in the State of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers, or other employees to us or our stockholders; any action arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our bylaws; and any action asserting a claim that is governed by the internal affairs doctrine. This exclusive forum provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders, or other employees, which may discourage such lawsuits against us and our current and former directors, officers, stockholders, and other employees. Alternatively, if a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could have a material adverse effect on our business, financial condition, and results of operations.

Concentration of ownership of our common stock among our existing executive officers, directors and large stockholders may prevent smaller stockholders from influencing significant corporate decisions.

Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the aggregate, beneficially own a substantial percentage of our outstanding common stock. These persons, acting together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transaction. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders.

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.

We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of our Term Loan Agreement preclude, and the terms of any future debt agreements are likely to similarly preclude, us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Investors seeking cash dividends should not purchase our common stock.

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General Risk Factors

Increased scrutiny and changing expectations from investors, customers, employees, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, customer acquisition and retention, access to capital and employee retention.

Companies across all industries are facing increasing scrutiny related to their environmental, social and governance, or ESG, practices and reporting. Investors, customers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. For example, many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a ~~result~~reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with such company to improve ESG disclosure or performance and may also make voting decisions on this basis. With this increased focus and demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do not meet investor, customer, or employee expectations, which continue to evolve, our brand and reputation may be negatively impacted. Any disclosure we make may include our policies and practices on a variety of ESG matters, including corporate governance, environmental compliance, employee health and safety practices, human capital management, and workforce inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG reporting, our ESG practices or our speed of adoption. We could also incur additional costs and devote additional resources to monitor, report and implement various ESG practices, including resources required to comply with any final SEC rulemaking related to climate disclosures, the proposed rule for which was published by the SEC on March 21, 2022. If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, it could negatively impact our reputation, access to capital and employee retention.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

We are subject to the reporting requirements of the ~~GetSmarter acquisition if,~~Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the rules and regulations of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting in our Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This may require us to incur substantial additional professional fees and internal costs to further expand our accounting and finance functions and expend significant management efforts.

We may in the future discover material weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to ~~achieve~~maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the ~~expected growth in revenue, or if the strategic benefits are not realized or if the transaction costs related to the GetSmarter acquisition are greater than expected. The~~ market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock ~~also~~is listed, the Securities and Exchange Commission, or SEC, or other regulatory authorities.

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Our results of operations could be adversely affected by natural disasters, public health crises, political crises, political or geopolitical crises, the physical effects of climate changes or other catastrophic events.

Our business and operations could be materially and adversely affected in the event of droughts, floods, fires, telecommunications failures, blackouts or other power losses, break-ins, acts of terrorism, an outbreak of hostilities, political or geopolitical crises such as conflicts in Ukraine and the Middle East, inclement weather, the physical effects of climate change, public health crises, pandemics or endemics, or other catastrophic events. For example, the uncertain nature, magnitude, and duration of hostilities stemming from Russia’s military invasion of Ukraine or the conflict in the Middle East, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, which could negatively impact our results of operations. If floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to our properties or other locations from which our employees are working, or if our operations or the operations of our service providers were interrupted by telecommunications failures, blackouts, acts of terrorism or outbreak of hostilities, political or geopolitical crises, or public health crises, our results of operations would suffer, especially if such events were to occur during peak periods. We may ~~decline if we do~~ not ~~achieve~~be able to effectively shift our operations due to disruptions arising from the ~~perceived benefits~~occurrence of such events, and our business could be affected adversely as a result.

Further, risks related to rapid climate change may have an increasingly adverse impact on our business and those of our university clients and students in the ~~GetSmarter acquisition as rapidly or~~longer term. Any of our primary locations and the locations of our university clients and students may be vulnerable to the ~~extent anticipated by financial or industry analysts or if~~adverse effects of climate change. Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S., South Africa, and elsewhere have the potential to disrupt our business and the business of our university clients and students, and may cause us to experience higher attrition, losses, and additional costs to maintain our operations. Further, the effects of climate change may negatively impact regional and local economic activity, which could lead to an adverse effect ofon our university clients and students and impact the ~~GetSmarter acquisition~~communities in which we operate. Overall, climate change, its effects, and the resulting, unknown impact could have a material adverse effect on our financial condition and results ~~is not consistent with the expectations~~ of ~~financial or industry analysts.~~

operations.

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

(a) Sales of Unregistered Securities

None.

(b) Use of Proceeds from Public Offerings of Common Stock

None.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

None.

Item 5.Other Information

Trading Arrangement

Action

Date

Rule 10b5-1*

Non-Rule 10b5-1**

Total Shares to be Sold

Expiration Date

Andrew Hermalyn (President of the Degree Program Segment)

Adopt

March 8, 2024

50,851

February 28, 2025

Tab

~~None.~~

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Item 6.Exhibits

Exhibit
Number

Description

Form

File No.

Exhibit
Number

Filing Date

Filed/Furnished Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-36376

3.1

June 10, 2022

3.2

Amended and Restated Bylaws of the Registrant.

8-K

001-36376

3.1

December 22, 2022

10.1†

Form of Retention Bonus and Clawback Agreement.

8-K

001-36376

10.1

April 4, 2024

31.1

Certification of Chief Executive Officer of 2U, Inc. pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer of 2U, Inc. pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer of 2U, Inc. in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer of 2U, Inc. in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

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

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).



†						Indicates management contract or compensatory plan.
*						Portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.

Tab

Exhibit
Number

Description

Form

File No.

Exhibit
Number

Filing Date

Filed Herewith
2.1

Share Sale Agreement, by and among a wholly owned subsidiary of the Registrant, K2017143886 South Africa Proprietary Limited, Get Educated International Proprietary Limited (“GetSmarter”), the shareholders of GetSmarter, and Samuel Edward Paddock, as the Seller’s Representative.

10-Q

001-36376

2.1

May 4, 2017

2.2

Addendum to Share Sale Agreement, by and among a wholly owned subsidiary of the Registrant, K2017143886 South Africa Proprietary Limited, Get Educated International Proprietary Limited (“GetSmarter”), the shareholders of GetSmarter, and Samuel Edward Paddock, as the Seller’s Representative.

8-K

001-36376

2.1

July 3, 2017

l3.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-36376

3.1

April 4, 2014

3.2

Amended and Restated Bylaws of the Registrant.

8-K

001-36376

3.2

April 4, 2014

31.1

Certification of Chief Executive Officer of 2U, Inc. pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.2

Certification of Chief Financial Officer of 2U, Inc. pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.1

Certification of Chief Executive Officer of 2U, Inc. in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

32.2

Certification of Chief Financial Officer of 2U, Inc. in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

101.INS

XBRL Instance Document.

X

101.SCH

XBRL Taxonomy Extension Schema Document.

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

X

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SIGNATURES

~~(1)~~ ~~Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36376), filed with the Commission on April 4, 2014, and incorporated by reference herein.~~

~~(2)~~ ~~Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36376), filed with the Commission on April 4, 2014, and incorporated by reference herein.~~

~~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.


		2U, Inc.

May 2, 2024		By:	/s/ Paul S. Lalljie
~~November 7, 2017~~		~~By:~~	~~/s/ Christopher J. Paucek~~ Paul S. Lalljie
			~~Christopher J. Paucek~~
	Chief Executive Officer

~~November 7, 2017~~ May 2, 2024		By:	/s/ ~~Catherine A. Graham~~ Matthew J. Norden
			~~Catherine A. Graham~~ Matthew J. Norden
			Chief Financial Officer

	September 30, 2017			December 31, 2016
Assets
Current assets
Cash and cash equivalents	$	202,434		$	168,730
Accounts receivable, net	42,332			7,860
Prepaid expenses and other assets	12,950			8,108
Total current assets	257,716			184,698
Property and equipment, net	45,025			15,596
Goodwill	67,600			—
Amortizable intangible assets, net	84,795			34,131
Prepaid expenses and other assets, non-current	21,214			9,895
Total assets	$	476,350		$	244,320
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	32,496		$	14,724
Accrued compensation and related benefits	15,031			16,491
Deferred revenue	16,628			3,137
Other current liabilities	9,795			6,717
Total current liabilities	73,950			41,069
Non-current lease-related liabilities	17,626			7,620
Deferred government grant obligations	3,500			—
Deferred tax liabilities, net	9,602			—
Other non-current liabilities	2,160			394
Total liabilities	106,838			49,083
Commitments and contingencies (Note 6)
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued	—			—
Common stock, $0.001 par value, 200,000,000 shares authorized, 52,136,056 shares issued and outstanding as of September 30, 2017; 47,151,635 shares issued and outstanding as of December 31, 2016	52			47
Additional paid-in capital	579,422			371,455
Accumulated deficit	(206,345		)	(176,265		)
Accumulated other comprehensive loss	(3,617		)	—
Total stockholders’ equity	369,512			195,237
Total liabilities and stockholders’ equity	$	476,350		$	244,320

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenue	$	70,250		$	51,960		$	200,074		$	148,514
Costs and expenses
Curriculum and teaching	1,792			—			1,792			—
Servicing and support	12,939			10,351			37,322			30,123
Technology and content development	12,735			8,670			33,080			24,787
Marketing and sales	41,311			28,165			113,223			79,304
General and administrative	17,227			11,569			44,821			32,960
Total costs and expenses	86,004			58,755			230,238			167,174
Loss from operations	(15,754		)	(6,795		)	(30,164		)	(18,660		)
Interest income	18			37			267			220
Interest expense	(36		)	—			(37		)	(35		)
Other income (expense), net	59			—			(972		)	—
Loss before income taxes	(15,713		)	(6,758		)	(30,906		)	(18,475		)
Income tax benefit	974			—			974			—
Net loss	$	(14,739	)	$	(6,758	)	$	(29,932	)	$	(18,475	)
Net loss per share, basic and diluted	$	(0.30	)	$	(0.14	)	$	(0.62	)	$	(0.40	)
Weighted-average shares of common stock outstanding, basic and diluted	48,961,914			46,903,628			47,962,201			46,453,480

Other comprehensive loss
Foreign currency translation adjustments, net of tax of $0 for all periods presented	(3,617		)	—			(3,617		)	—
Comprehensive loss	$	(18,356	)	$	(6,758	)	$	(33,549	)	$	(18,475	)

				Additional						Accumulated			Total
	Common Stock			Paid-In			Accumulated			Other			Stockholders’
	Shares	Amount		Capital			Deficit			Comprehensive Loss			Equity
Balance, December 31, 2016	47,151,635	$	47	$	371,455		$	(176,265	)	$	—		$	195,237
Cumulative-effect of accounting change (Note 2)	—	—		148			(148		)	—			—
Balance, December 31, 2016, adjusted	47,151,635	47		371,603			(176,413		)	—			195,237
Exercise of stock options	485,146	—		4,118			—			—			4,118
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	451,775	1		(1,310		)	—			—			(1,309		)
Issuance of common stock, net of issuance costs	4,047,500	4		189,474			—			—			189,478
Stock-based compensation expense	—	—		15,537			—			—			15,537
Net loss	—	—		—			(29,932		)	—			(29,932		)
Foreign currency translation adjustment	—	—		—			—			(3,617		)	(3,617		)
Balance, September 30, 2017	52,136,056	$	52	$	579,422		$	(206,345	)	$	(3,617	)	$	369,512

	Estimated Average Useful Life (in years)	Purchase Price Allocation
		(in thousands)
Cash and cash equivalents		$	1,584
Current assets		3,568
Property and equipment, net		479
Amortizable intangible assets:
Capitalized technology	3	3,000
Capitalized content development	4	7,700
University client relationships	9	25,000
Trade names and domain names	10	9,100
Goodwill*		70,147
Current liabilities		(9,110		)
Non-current liabilities**		(12,782		)
		$	98,686

				September 30, 2017							December 31, 2016
		Estimated Average Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in thousands)
Capitalized technology	3		$		26,678	$	(10,457	)	$	16,221	$	17,100	$	(7,822	)	$	9,278
Capitalized content development	4		54,365			(19,913		)	34,452		37,956		(15,367		)	22,589
University client relationships	9		24,162			(671		)	23,491		—		—			—
Trade names and domain names	10		11,555			(924		)	10,631		2,761		(497		)	2,264
Total amortizable intangible assets, net			$		116,760	$	(31,965	)	$	84,795	$	57,817	$	(23,686	)	$	34,131

Remainder of 2017	$	4,538
2018	18,215
2019	16,248
2020	10,040
2021	6,666
Thereafter	18,566
Total	$	74,273


	Future Amortization Expense
	(in thousands)
Remainder of 2024	$	57,329
2025	60,127
2026	43,758
2027	30,737
2028	26,012
Thereafter	98,585
Total	$	316,548


	Number of Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)

Outstanding balance as of December 31, 2023	4,103,758	$	27.79	4.63	$	—
Granted	—	—		0.00
Exercised	—	—		0.00
Forfeited	(85,812)	10.11
Expired	(595,500)	14.58
Outstanding balance as of March 31, 2024	3,422,446	30.53		4.84	—
Exercisable as of March 31, 2024	2,799,038	$	34.23	4.21	$	—