What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 89 added, 84 removed, 408 unchanged (30% of the section changed)

73 unchanged sentences

The Corporate segment also contains the eliminations of inter-segment revenues and expenses.

The following information for our reportable segments is presented as of June 30, 2025:

The following information for our reportable segments is presented as of September 30, 2025:

Institutions Enrollment 2025 YTD Revenues

85 unchanged sentences

Summary Comparison of Consolidated Results

Comparison of Consolidated Results for the Three Months Ended June 30, 2025 and 2024

Comparison of Consolidated Results for the Three Months Ended September 30, 2025 and 2024

Better/(Worse)

7 unchanged sentences

Income from continuing operations before income taxes 68.8 84.9 (19) %

Income tax expense (69.4) (63.1) (10) %

Income tax (expense) benefit (34.5) 0.5 nm

Income from continuing operations 34.4 85.3 (60) %

Income from discontinued operations, net of tax

— 0.4 (100) %

Net income 34.4 85.3 (60) %

Net income attributable to noncontrolling interests (2.3) (0.2) nm

Net loss attributable to noncontrolling interests 0.1 0.1 — %

Net income attributable to Laureate Education, Inc.

1 unchanged sentence

nm - percentage changes not meaningful

Comparison of Consolidated Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Revenues increased by $25.0 million to $524.2 million for the three months ended June 30, 2025 (the 2025 fiscal quarter) from $499.2 million for the three months ended June 30, 2024 (the 2024 fiscal quarter).

Comparison of Consolidated Results for the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

Revenues increased by $31.6 million to $400.2 million for the three months ended September 30, 2025 (the 2025 fiscal quarter) from $368.6 million for the three months ended September 30, 2024 (the 2024 fiscal quarter).

This increase in revenues was attributable to higher average total organic enrollment at our institutions during the 2025 fiscal quarter, which increased revenues by $22.0 million compared to the 2024 fiscal quarter.

In addition, the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing increased revenues by $17.0 million, which included a positive impact of approximately $8 million from intra-year academic calendar timing in Mexico, compared to the 2024 fiscal quarter.

These increases in revenues were partially offset by the effect of a net change in foreign currency exchange rates, which decreased revenues by $24.2 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

Corporate accounted for an increase in revenues of $0.1 million.

Direct costs and general and administrative expenses combined decreased by $1.8 million to $330.9 million for the 2025 fiscal quarter from $332.7 million for the 2024 fiscal quarter.

This decrease was primarily driven by the effect of a net change in foreign currency exchange rates that decreased costs by $20.2 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

This decrease was partially offset by the effect of operational changes, which increased costs by $19.7 million, primarily due to the result of higher enrollment at our institutions.

Other Corporate expenses accounted for a decrease in costs of $1.3 million for the 2025 fiscal quarter compared to the 2024 fiscal quarter.

Operating income increased by $26.7 million to $193.3 million for the 2025 fiscal quarter from $166.6 million for the 2024 fiscal quarter.

Operating income was higher at both our Peru and Mexico segments compared to the 2024 fiscal quarter.

In addition, the effect of a net change in foreign currency exchange rates increased revenues by $15.8 million, mainly due to the strengthening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

These increases in revenues were partially offset by the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which decreased revenues by $6.2 million, including an unfavorable impact of approximately $7 million from intra-year academic calendar timing in Peru, compared to the 2024 fiscal quarter.

Direct costs and general and administrative expenses combined increased by $32.1 million to $328.7 million for the 2025 fiscal quarter from $296.6 million for the 2024 fiscal quarter.

This increase was primarily driven by the effect of operational changes, which increased costs by $21.1 million, primarily due to the result of higher enrollment at our institutions.

In addition, the effect of a net change in foreign currency exchange rates increased costs by $10.4 million, mainly due to the strengthening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

Other Corporate expenses accounted for an increase in costs of $0.6 million for the 2025 fiscal quarter compared to the 2024 fiscal quarter.

Operating income decreased by $0.5 million to $71.5 million for the 2025 fiscal quarter from $72.0 million for the 2024 fiscal quarter.

This decrease was primarily driven by lower operating income at our Peru segment, combined with higher operating expenses at Corporate.

This decrease was partially offset by higher operating income at our Mexico segment during the 2025 fiscal quarter compared to the 2024 fiscal quarter.

Other non-operating (expense) income changed by $17.6 million to an expense of $(2.2) million for the 2025 fiscal quarter from income of $15.4 million for the 2024 fiscal quarter.

1 unchanged sentence

Other income accounted for the remaining change of $0.8 million.

Income tax expense increased by $6.3 million to $69.4 million for the 2025 fiscal quarter from $63.1 million for the 2024 fiscal quarter.

This change included a discrete tax benefit of approximately $4.7 million that was recorded during the 2025 fiscal quarter upon resolution of a tax contingency related to a dormant subsidiary.

Comparison of Consolidated Results for the Six Months Ended June 30, 2025 and 2024

Income tax (expense) benefit changed by $35.0 million to an expense of $(34.5) million for the 2025 fiscal quarter from a benefit of $0.5 million for the 2024 fiscal quarter.

This change was primarily attributable to a discrete tax benefit of approximately $37.9 million that was recorded during the 2024 fiscal quarter related to an entity restructuring.

Comparison of Consolidated Results for the Nine Months Ended September 30, 2025 and 2024

Better/(Worse)

5 unchanged sentences

Interest expense, net of interest income (3.1) (8.5) 64 %

Other non-operating (expense) income (28.0) 18.3 nm

Other non-operating (expense) income (30.2) 33.8 (189) %

Income from continuing operations before income taxes

6 unchanged sentences

Net loss attributable to noncontrolling interests

(2.3) (0.1) nm

Net income attributable to Laureate Education, Inc.

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nm - percentage changes not meaningful

Comparison of Consolidated Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Revenues decreased by $14.3 million to $760.3 million for the six months ended June 30, 2025 (the 2025 fiscal period) from $774.6 million for the six months ended June 30, 2024 (the 2024 fiscal period).

This decrease in revenues was attributable to the effect of a net change in foreign currency exchange rates, which decreased revenues by $61.8 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

This decrease in revenue was partially offset by higher average total organic enrollment at our institutions, which increased revenues by $46.1 million compared to the 2024 fiscal period.

In addition, the effect of changes in product mix, pricing and timing increased revenues by $1.4 million for the 2025 fiscal period, which was net of a decrease in revenue for Peru of approximately $18 million from intra-year academic calendar timing attributable to later semester start dates as compared to the 2024 fiscal period.

Direct costs and general and administrative expenses combined decreased by $16.7 million to $580.2 million for the 2025 fiscal period from $596.9 million for the 2024 fiscal period.

This decrease was driven by the effect of a net change in foreign currency exchange rates, which decreased direct costs by $48.1 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

This decrease was partially offset by the effect of operational changes, which increased direct costs by $32.7 million compared to the 2024 fiscal period, primarily due to the result of higher enrollment at our institutions.

Comparison of Consolidated Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Revenues increased by $17.3 million to $1,160.5 million for the nine months ended September 30, 2025 (the 2025 fiscal period) from $1,143.2 million for the nine months ended September 30, 2024 (the 2024 fiscal period).

This increase in revenues was attributable to the effect of higher average total organic enrollment at our institutions, which increased revenues by $67.1 million compared to the 2024 fiscal period.

This increase in revenue was partially offset by a net change in foreign currency exchange rates, which decreased revenues by $46.0 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

In addition, these increases in revenues were partially offset by the effect of changes in product mix, pricing and timing which decreased revenues by $3.8 million compared to the 2024 fiscal period, which included a decrease in revenue for Peru of approximately $25 million from intra-year academic calendar timing attributable to later semester start dates as compared to the 2024 fiscal period.

Direct costs and general and administrative expenses combined increased by $15.5 million to $909.0 million for the 2025 fiscal period from $893.5 million for the 2024 fiscal period.

This increase was driven by the effect of operational changes, which increased direct costs by $53.9 million compared to the 2024 fiscal period, primarily due to the result of higher enrollment at our institutions.

This increase was partially offset by the effect of a net change in foreign currency exchange rates, which decreased direct costs by $37.7 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

Corporate accounted for the remaining difference of $0.7 million.

Operating income increased by $1.8 million to $251.6 million for the 2025 fiscal period from $249.8 million for the 2024 fiscal period.

This change was primarily driven by higher operating income in our Mexico segment, partially offset by lower operating income in our Peru segment during the 2025 fiscal period compared to the 2024 fiscal period.

This change was primarily driven by higher operating income in our Mexico segment, partially offset by lower operating income in our Peru segment, combined with higher operating expenses at Corporate during the 2025 fiscal period compared to the 2024 fiscal period.

Other non-operating (expense) income changed by $64.0 million to an expense of $(30.2) million for the 2025 fiscal period from income of $33.8 million for the 2024 fiscal period.

2 unchanged sentences

(2) the year-over-year effect of a $3.1 million loss related to the release of accumulated foreign currency translation balances upon the liquidation of certain subsidiaries during the 2024 fiscal period;

and (3) a change of $1.2 million to other income for the 2025 fiscal period from other expenses in the 2024 fiscal period.

Income tax expense decreased by $1.1 million to $71.9 million for the 2025 fiscal period from $73.0 million for the 2024 fiscal period.

and (3) an increase in other income of $0.4 million for the 2025 fiscal period.

Income tax expense increased by $33.8 million to $106.3 million for the 2025 fiscal period from $72.5 million for the 2024 fiscal period.

This increase was primarily attributable to a discrete tax benefit of approximately $37.9 million that was recorded during the 2024 fiscal period related to an entity restructuring.

Non-GAAP Financial Measure

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Accordingly, we believe that Adjusted EBITDA 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.

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the three months ended June 30, 2025 and 2024:

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the three months ended September 30, 2025 and 2024:

Better/(Worse)

1 unchanged sentence

Net income $ 34.4 $ 85.3 (60) %

Income from discontinued operations, net of tax — (0.4) (100) %

Income from discontinued operations, net of tax — — nm

Income from continuing operations 34.4 85.3 (60) %

Income tax expense 69.4 63.1 (10) %

Income tax expense (benefit) 34.5 (0.5) nm

Income from continuing operations before income taxes 68.8 84.9 (19) %

Foreign currency exchange loss (gain), net 2.3 (14.5) (116) %

Other income, net (0.8) (0.1) nm

Other income, net (0.2) (0.9) (78) %

Interest expense 2.6 5.0 48 %

8 unchanged sentences

(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, “Stock Compensation.”

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the six months ended June 30, 2025 and 2024:

Comparison of Depreciation and Amortization for the Three Months Ended September 30, 2025 and 2024

Depreciation and amortization increased by $3.0 million to $19.6 million for the 2025 fiscal quarter from $16.6 million for the 2024 fiscal quarter, which was primarily attributable to equipment purchases and campus improvements in Mexico that resulted in a higher depreciable asset base compared to the 2024 fiscal quarter.

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the nine months ended September 30, 2025 and 2024:

Better/(Worse)

7 unchanged sentences

Loss on disposal of subsidiaries, net — 3.1 100 %

Foreign currency exchange loss (gain), net 28.8 (21.8) nm

Other (income) expense, net (0.8) 0.4 nm

Foreign currency exchange loss (gain), net 31.1 (36.4) (185) %

Other income, net (1.0) (0.5) 100 %

Interest expense 8.1 14.8 45 %

8 unchanged sentences

(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, “Stock Compensation.”

Comparison of Share-based Compensation Expense for the Nine Months Ended September 30, 2025 and 2024

Share-based compensation expense increased by $2.6 million to $9.7 million for the 2025 fiscal period from $7.1 million for the 2024 fiscal period, which was primarily driven by executive retention awards of restricted stock units that were granted in May 2024 and January 2025.

Segment Results

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Better/(Worse)

For the three months ended June 30, 2025 2024 2025 vs.

For the three months ended September 30, 2025 2024 2025 vs.

Mexico $ 194.8 $ 182.5 7 %

9 unchanged sentences

Better/(Worse)

For the six months ended June 30, 2025 2024 2025 vs.

For the nine months ended September 30, 2025 2024 2025 vs.

Mexico $ 601.5 $ 615.2 (2) %

9 unchanged sentences

Financial Overview

Comparison of Mexico Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Comparison of Mexico Results for the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2024 $ 218.6 $ 170.4 $ 48.2

September 30, 2024 $ 182.5 $ 162.5 $ 20.0

Organic enrollment (1)

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Foreign exchange 2.9 2.1 0.8

June 30, 2025 $ 217.4 $ 160.0 $ 57.4

September 30, 2025 $ 194.8 $ 169.1 $ 25.7

(1) Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

Revenues decreased by $1.2 million, a 1% decrease from the 2024 fiscal quarter.

• Revenue for the 2025 fiscal quarter was unfavorably affected by the weakening of the Mexican peso against the USD.

• On an organic constant currency basis, revenue increased by 13% and was favorably affected by approximately $8 million of intra-year academic calendar timing compared to the 2024 fiscal quarter.

Revenues increased by $12.3 million, a 7% increase from the 2024 fiscal quarter.

• On an organic constant currency basis, revenue increased by 5% compared to the 2024 fiscal quarter.

• Revenues from our Mexico segment represented 49% of our consolidated total revenues for the 2025 fiscal quarter compared to 50% for the 2024 fiscal quarter.

Adjusted EBITDA increased by $9.2 million, a 19% increase from the 2024 fiscal quarter, mainly driven by revenue growth and the timing of the academic calendar, partially offset by the weakening of the Mexican peso against the USD.

• On an organic constant currency basis, Adjusted EBITDA increased by 37% compared to the 2024 fiscal quarter and was favorably affected by intra-year academic calendar timing.

Comparison of Mexico Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Adjusted EBITDA increased by $5.7 million, a 29% increase from the 2024 fiscal quarter, mainly driven by revenue growth.

• On an organic constant currency basis, Adjusted EBITDA increased by 25% compared to the 2024 fiscal quarter.

Comparison of Mexico Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2024 $ 432.7 $ 324.6 $ 108.1

September 30, 2024 $ 615.2 $ 487.1 $ 128.1

Organic enrollment (1)

2 unchanged sentences

Foreign exchange (65.9) (47.0) (18.9)

June 30, 2025 $ 406.6 $ 296.2 $ 110.4

September 30, 2025 $ 601.5 $ 465.4 $ 136.1

6 unchanged sentences

Financial Overview

Comparison of Peru Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Comparison of Peru Results for the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2024 $ 280.6 $ 130.3 $ 150.3

September 30, 2024 $ 186.1 $ 106.3 $ 79.8

Organic enrollment (1)

2 unchanged sentences

Foreign exchange 12.9 7.7 5.2

June 30, 2025 $ 306.7 $ 139.5 $ 167.2

September 30, 2025 $ 205.3 $ 127.2 $ 78.1

1 unchanged sentence

• On an organic constant currency basis, revenues increased by 3% compared to the 2024 fiscal quarter.

• Revenue for the 2025 fiscal quarter was unfavorably affected by approximately $7 million of intra-year academic calendar timing compared to the 2024 fiscal quarter.

• Revenues from our Peru segment represented 51% of our consolidated total revenues for the 2025 fiscal quarter, compared to 50% for the 2024 fiscal quarter.

Adjusted EBITDA increased by $16.9 million, an 11% increase from the 2024 fiscal quarter, primarily driven by higher revenues.

• On an organic constant currency basis, Adjusted EBITDA increased by 9% compared to the 2024 fiscal quarter.

Comparison of Peru Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Adjusted EBITDA decreased by $1.7 million, a 2% decrease from the 2024 fiscal quarter.

• On an organic constant currency basis, Adjusted EBITDA decreased by 9% compared to the 2024 fiscal quarter and was unfavorably affected by intra-year academic calendar timing.

Comparison of Peru Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2024 $ 341.9 $ 212.3 $ 129.6

September 30, 2024 $ 528.0 $ 318.6 $ 209.4

Organic enrollment (1)

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Foreign exchange 19.9 11.8 8.1

June 30, 2025 $ 353.6 $ 225.2 $ 128.4

September 30, 2025 $ 558.9 $ 352.4 $ 206.5

Revenues increased by $30.9 million, a 6% increase from the 2024 fiscal period.

• On an organic constant currency basis, revenues increased by 1% and was unfavorably affected by approximately $18 million of intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal period as compared to the 2024 fiscal period.

• On an organic constant currency basis, revenues increased by 2% and were unfavorably affected by approximately $25 million of intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal period as compared to the 2024 fiscal period.

• Revenues from our Peru segment represented 48% of our consolidated total revenues for the 2025 fiscal period compared to 46% for the 2024 fiscal period.

Adjusted EBITDA decreased by $1.2 million, a 1% decrease from the 2024 fiscal period, due to the unfavorable effect of the academic calendar timing.

Adjusted EBITDA decreased by $2.9 million, a 1% decrease from the 2024 fiscal period.

• On an organic constant currency basis, Adjusted EBITDA decreased by 5% compared to the 2024 fiscal period and was unfavorably affected by intra-year academic calendar timing.

Corporate revenues primarily represent miscellaneous other revenues, net of the elimination of intersegment revenues.

Comparison of Corporate Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Comparison of Corporate Results for the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

Better/(Worse)

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Comparison of Corporate Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Comparison of Corporate Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Better/(Worse)

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If our educational institutions within one country were unable to maintain sufficient liquidity, we would consider using internal cash resources or reasonable short-term working capital facilities to accommodate any short- to medium-term shortfalls.

As of June 30, 2025, our secondary source of liquidity was cash and cash equivalents of $135.3 million.

As of September 30, 2025, our secondary source of liquidity was cash and cash equivalents of $241.0 million.

Our cash accounts are maintained with high-quality financial institutions.

1 unchanged sentence

The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.” In accordance with the terms of the Amended Credit Agreement, any proceeds drawn on the Revolving Credit Facility may be used for general corporate purposes.

As of June 30, 2025, the Company had borrowed $12.5 million of the available capacity.

As of September 30, 2025, the Company had no outstanding balance borrowed under the Revolving Credit Facility.

If certain conditions are satisfied, the Amended Credit Agreement also provides for an incremental revolving and term loan facilities, at the request of the Company and subject to lender approval, not to exceed (i) the greater of (a) $172.5 million and (b) 50% of the Company’s Consolidated EBITDA, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, on a pro forma basis, does not exceed 2.25x, plus (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

Liquidity Restrictions

Our liquidity is affected by restricted cash balances, which totaled $6.7 million as of June 30, 2025 and $6.5 million as of December 31, 2024.

Our liquidity is affected by restricted cash balances, which totaled $5.5 million as of September 30, 2025 and $6.5 million as of December 31, 2024.

Restricted cash mainly consists of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.

1 unchanged sentence

We earn a significant portion of our income from subsidiaries located in countries outside the United States.

As of June 30, 2025, $129.5 million of our total $135.3 million of cash and cash equivalents were held by foreign subsidiaries.

As of September 30, 2025, $161.2 million of our total $241.0 million of cash and cash equivalents were held by foreign subsidiaries.

As of December 31, 2024, $80.1 million of our total $91.4 million of cash and cash equivalents were held by foreign subsidiaries.

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and payments of other third-party obligations.

As of June 30, 2025, our debt obligations consisted of $12.5 million of borrowings under the Senior Secured Credit Facility and $48.6 million of other debt.

Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries and notes payable.

As of September 30, 2025, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $41.5 million.

In addition, our finance lease obligations and sale-leaseback financings were $60.9 million.

1 unchanged sentence

The Amended Credit Agreement also provides that if less than 25% of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of June 30, 2025, this condition was satisfied and, therefore, we were not subject to the leverage ratio.

As of September 30, 2025, this condition was satisfied and, therefore, we were not subject to the leverage ratio.

In addition, indebtedness at some of our locations contain financial maintenance covenants.

We were in compliance with those covenants as of June 30, 2025.

We were in compliance with those covenants as of September 30, 2025.

We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations.

As of June 30, 2025 and December 31, 2024, the present value of operating lease liabilities was $334.4 million and $327.1 million, respectively.

As of September 30, 2025 and December 31, 2024, the present value of operating lease liabilities was $337.4 million and $327.1 million, respectively.

Capital Expenditures

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We believe that our internal sources of cash and our ability to obtain additional third-party financing, subject to market conditions, will be sufficient to fund our investing activities.

Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $17.9 million and $26.6 million during the six months ended June 30, 2025 and 2024, respectively.

The decrease in capital expenditures was primarily due to the year-over-year effect of the purchase of a parcel of land for a new campus during the 2024 fiscal period.

Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $36.1 million and $34.6 million during the nine months ended September 30, 2025 and 2024, respectively.

The increase in capital expenditures was driven by equipment purchases and campus improvements in Mexico during the 2025 fiscal period, partially offset by the year-over-year effect of the purchase of a parcel of land for a new campus in Peru during the 2024 fiscal period.

Share Repurchase Programs

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The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

As of June 30, 2025, the approximate dollar value of shares yet to be repurchased under this stock repurchase program was $27.4 million.

The Company intends to finance the repurchases with free cash flow, excess cash and liquidity and liquidity on-hand, including available capacity under its Revolving Credit Facility, or a combination thereof.

As of September 30, 2025, the approximate dollar value of shares yet to be repurchased under this stock repurchase program was $27.4 million.

On October 30, 2025, the Company announced that its Board of Directors had approved a $150.0 million increase to the existing authorization for the Company’s stock repurchase program, increasing the dollar value of shares yet to be repurchased under this stock repurchase program, which has no expiration date, to approximately $177.4 million.

The Company intends to fin ance the repurchases with free cash flow, excess cash and liquidity and liquidity on-hand, including available capacity under its Revolving Credit Facility, or a combination thereof.

In the consolidated statements of cash flows, the changes in operating assets and liabilities are presented excluding the effects of exchange rate changes and reclassifications, as these effects do not represent operating cash flows.

1 unchanged sentence

The effects of exchange rate changes on cash are presented separately in the consolidated statements of cash flows.

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024:

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:

(in millions) 2025 2024

6 unchanged sentences

Net change in cash and cash equivalents and restricted cash $ 148.6 $ 43.8

Comparison of Cash Flows for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Comparison of Cash Flows for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Operating Activities

5 unchanged sentences

Investing Activities

Cash used in investing activities decreased by $4.9 million to $(17.7) million for the 2025 fiscal period from $(22.6) million for the 2024 fiscal period.

This decrease in investing cash outflows was primarily attributable to lower capital expenditures of $8.7 million during the 2025 fiscal period compared to the 2024 fiscal period, mainly driven by the purchase of a parcel of land for a new campus during the 2024 fiscal period, which was partially offset by lower year-over-year cash proceeds from the sale of property and equipment of $3.1 million, mainly related to the sale of a parcel of land in the United States during the 2024 fiscal period.

Cash used in investing activities increased by $5.2 million to $(35.7) million for the 2025 fiscal period from $(30.5) million for the 2024 fiscal period.

This increase in investing cash outflows was primarily attributable to lower year-over-year cash proceeds from the sale of property and equipment of $3.0 million, mainly related to the sale of a parcel of land in the United States during the 2024 fiscal period.

Additionally, capital expenditures were higher by $1.5 million during the 2025 fiscal period compared to the 2024 fiscal period.

Other items accounted for the remaining difference of $0.7 million.

Financing Activities

Cash used in financing activities increased by $65.5 million to $(73.8) million for the 2025 fiscal period from $(8.3) million for the 2024 fiscal period.

This increase in financing cash outflows was primarily attributable to $66.1 million of lower net proceeds from long-term debt during the 2025 fiscal period compared to the 2024 fiscal period.

Cash used in financing activities decreased by $14.8 million to $(96.9) million for the 2025 fiscal period from $(111.7) million for the 2024 fiscal period.

This decrease in financing cash outflows was primarily attributable to a $28.4 million decrease in common stock repurchases during the 2025 fiscal period compared to the 2024 fiscal period.

This change was partially offset by $14.2 million of higher net payments on long-term debt during the 2025 fiscal period compared to the 2024 fiscal period.

Other items accounted for the remaining difference of $0.6 million.

6 unchanged sentences

For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies and Estimates” section of the MD&A in our 2024 Form 10-K.

During the six months ended June 30, 2025, there were no significant changes to our critical accounting policies.

During the nine months ended September 30, 2025, there were no significant changes to our critical accounting policies.

Recently Adopted Accounting Standards

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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-Q

Item 2. Management’s Discussion and Analysis