What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 46 added, 46 removed, 245 unchanged (27% of the section changed)

10 unchanged sentences

Other Information

During the three months ended December 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Rule 10b5-1 Trading Arrangements

Except as set forth below, during the three months ended December 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

On November 6, 2024 , Marcelo Cardoso , the Company's Executive Vice President and Chief Operating Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Cardoso's trading plan provides for the sale of only those shares necessary to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock units on December 31, 2024, and performance share units on March 15, 2025.

The total number of shares that may be sold pursuant to Mr.

Cardoso's 10b5-1 plan is not determinable.

Such plan terminates on April 1, 2025 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8 unchanged sentences

Eilif Serck-Hanssen 59 Director, President and Chief Executive Officer

61 Senior Vice President, Chief Legal Officer and Secretary

Buskirk 48 Senior Vice President and Chief Financial Officer

Marcelo Barbalho Cardoso 53 Executive Vice President and Chief Operating Officer

Sinkfield III 54 Chief Legal Officer and Chief Ethics & Compliance Officer

Eilif Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019.

18 unchanged sentences

from the University of Chicago Booth School of Business.

Brush has served as our Senior Vice President, Chief Legal Officer and Secretary since April 2024.

Brush previously served as our Deputy General Counsel and Secretary from March 2023 to 2024 and Vice President, Assistant General Counsel and Secretary from January 2020 to March 2023.

Prior to joining Laureate in September 2019, Ms.

Brush was Chief Governance Officer, Vice President-Legal and Secretary for software and solutions services company SunGard Data Systems (now part of FIS) for over 20 years and worked at global law firm Morgan, Lewis & Bockius.

Brush earned a B.S.

in communication disorders from The Pennsylvania State University and a J.D.

from Temple University School of Law.

Buskirk has served as our Senior Vice President and Chief Financial Officer since April 2021.

11 unchanged sentences

Cardoso earned an undergraduate degree in chemical engineering from Universidade Estadual de Campinas (Brazil) and an MBA in management from the University of Michigan.

Sinkfield III has served as our Chief Legal Officer and Chief Ethics & Compliance Officer since June 2020.

Sinkfield previously served as Laureate’s Senior Vice President and Assistant General Counsel, Latin America.

He has been with Laureate since 2004, and during this time has overseen the work of corporate and university counsel across eight countries, including serving as Regional General Counsel for Brazil for five years.

Prior to joining Laureate, Mr.

Sinkfield practiced law at several top U.S.

law firms, including the Washington D.C.

offices of Sidley Austin LLP and Akin Gump Strauss Hauer & Feld LLP.

He also has taught as an adjunct professor at the George Washington University Law School and has served on

multiple non-profit boards in the United States and across Latin America.

Sinkfield earned a B.S.F.S.

from Georgetown University and a J.D.

from Harvard Law School.

Executive Compensation

12 unchanged sentences

Exhibit Description Form File Number Exhibit

2.2# Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V.

and Global University Systems Germany B.V.

8-K 001-38002

2.1 04/18/2018

2.5# Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V.

and Samarinda Investments, S.L.

10-K 001-38002 2.5 02/28/2019

2.6# Share Purchase Agreement relating to the sale and purchase of equity shares of Pearl Retail Solutions Private Limited, M-Power Energy India Private Limited and Data Ram Sons Private Limited

8-K 001-38002 2.1 05/13/2019

2.7# Share Purchase Agreement relating to all the shares in the capital of Education Turkey B.V.

8-K 001-38002 2.1 08/29/2019

Equity Purchase Agreement, dated January 10, 2020, by and among SP Costa Rica Holdings, LLC, Laureate International B.V.

26 unchanged sentences

8-K 001-38002 3.1 07/20/2018

Exhibit Description Form File Number Exhibit

3.4 Certificate of Retirement of Class A Common Stock and Class B Common Stock

6 unchanged sentences

S-1/A 333-207243 10.36 11/20/2015

10.3† Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc.

and Eilif Serck‑Hanssen

S-1/A 333-207243 10.40 11/20/2015

10.4† Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc.

and Eilif Serck‑Hanssen

S-1/A 333-207243 10.41 11/20/2015

Form of Stockholders’ Agreement for Entity‑Appointed Directors

4 unchanged sentences

S-1/A 333-207243 10.57 05/20/2016

Exhibit Description Form File Number Exhibit

2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016

S-1/A 333-207243 10.58 05/20/2016

10.9 Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto.

S-1/A 333-207243 10.63 12/15/2016

10.7 Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L.

30 unchanged sentences

10-Q 001-38002 10.57 11/05/2020

Exhibit Description Form File Number Exhibit

10.17 Second Amendment dated as of December 23, 2022 to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc.

15 unchanged sentences

10-Q 001-38002 10.57 08/08/2017

Exhibit Description Form File Number Exhibit

Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2018 Grants

8 unchanged sentences

10-Q 001-38002 10.1 05/04/2023

Amended and Restated 2013 Long‑Term Incentive Plan Form of Special Restricted Stock Units Notice and Agreement dated May 30, 2024 for Certain Executives

10-Q 001-38002 10.2 08/01/2024

2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors

4 unchanged sentences

10-Q 001-38002 10.1 08/04/2022

Form of Retention Letter for Certain Corporate Executives

10-Q 001-38002 10.53 05/07/2020

Letter Agreement dated October 9, 2022 between Laureate Education, Inc.

and Eilif Serck-Hanssen

8-K 001-38002 10.1 10/14/2022

Amended and Restated Employment Letter Agreement dated November 8, 2023 between the Company and Eilif Serck-Hanssen

8-K 001-38002 10.1 11/13/2023

Promotion Offer Letter, dated July 8, 2020, between Laureate Education, Inc.

13 unchanged sentences

10.44 02/23/2023

Exhibit Description Form File Number Exhibit

Third Amendment to Independent Contractor and Consultant Agreement as of March 1, 2023 between Laureate Education, Inc.

4 unchanged sentences

10-Q 001-38002 10.2 11/02/2023

Fifth Amendment to Independent Contractor and Consultant Agreement as of March 1, 2024 between Laureate Education, Inc.

and MC Consultoria and Assesoria Empresarial LTDA

10.2 05/02/2024

Form of Annual Incentive Plan for Certain Executives

10.45 02/22/2024

Separation Agreement, dated February 28, 2024, between Laureate Education, Inc.

and Richard H.

Sinkfield III

10.1 05/02/2024

Promotion Offer Letter, dated February 29, 2024, between Laureate US Holdings Corporation and Leslie S.

10.44 Stock Purchase Agreement, dated March 5, 2024, between Laureate Education, Inc.

and each of ILM Investments Limited Partnership, Torreal Sociedad de Capital Riesgo S.A., Pedro del Corro García-Lomas, a member of Laureate’s Board of Directors, Ana Gómez Cuesta and José Diaz-Rato Revuelta

10.3 05/02/2024

Exhibit Description Form File Number Exhibit

10.45 Stock Purchase Agreement, dated May 6, 2024, between Laureate Education, Inc.

and each of each of Snow Phipps Group, LLC, Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P.

and SPG Co-Investment, L.P.

10.1 8/1/2024

Employment Letter Agreement, dated December 12, 2024, between Laureate Education, Inc.

and Eilif Serck-Hanssen, including Form of One-Time Restricted Stock Unit Award

Laureate Education, Inc.

Insider Trading Policy

21.1* List of Subsidiaries of the Registrant

33 unchanged sentences

Knauer (Principal Accounting Officer)

/s/ KENNETH W.

Chairman of the Board February 22, 2024

/s/ ANDREW B.

COHEN Director February 22, 2024

COHEN Chairman of the Board

February 20, 2025

/s/ WILLIAM J.

Director February 20, 2025

/s/ PEDRO DEL CORRO Director February 20, 2025

2 unchanged sentences

Aristides de Macedo

/s/ KENNETH W.

Director February 20, 2025

/s/ BARBARA MAIR Director February 20, 2025

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures