LAUREATE EDUCATION, INC. 10-Q

Item 1. Financial Statements (Unaudited) LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Operations IN THOUSANDS, except per share amounts For the three months ended September 30, 2025 2024 (Unaudited) (Unaudited) Revenues $ 400,224 $ 368,631 Costs and expenses: Direct costs 316,538 285,956 General and administrative expenses 12,218 10,635 Operating income 71,468 72,040 Interest income 2,136 2,356 Interest expense ( 2,605 ) ( 4,979 ) Other income, net 171 923 Foreign currency exchange (loss) gain, net ( 2,347 ) 14,523 Income from continuing operations before income taxes 68,823 84,863 Income tax (expense) benefit ( 34,450 ) 468 Income from continuing operations 34,373 85,331 Income (loss) from discontinued operations, net of tax of $ 0 for both periods 6 ( 4 ) Net income 34,379 85,327 Net loss attributable to noncontrolling interests 108 136 Net income attributable to Laureate Education, Inc. $ 34,487 $ 85,463 Basic and diluted earnings (loss) per share: Income from continuing operations $ 0.23 $ 0.56 Income (loss) from discontinued operations — — Basic and diluted earnings per share $ 0.23 $ 0.56 The accompanying notes are an integral part of these consolidated financial statements. 2 -LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Operations IN THOUSANDS, except per share amounts For the nine months ended September 30, 2025 2024 (Unaudited) (Unaudited) Revenues $ 1,160,542 $ 1,143,248 Costs and expenses: Direct costs 872,252 858,931 General and administrative expenses 36,676 34,553 Operating income 251,614 249,764 Interest income 5,024 6,271 Interest expense ( 8,116 ) ( 14,769 ) Other income, net 960 483 Foreign currency exchange (loss) gain, net ( 31,122 ) 36,367 Loss on disposal of subsidiaries, net — ( 3,086 ) Income from continuing operations before income taxes and equity in net income (loss) of affiliates 218,360 275,030 Income tax expense ( 106,326 ) ( 72,526 ) Equity in net income (loss) of affiliates, net of tax 3 ( 7 ) Income from continuing operations 112,037 202,497 Income from discontinued operations, net of tax of $ 0 for both periods 215 333 Net income 112,252 202,830 Net (income) loss attributable to noncontrolling interests ( 2,178 ) 12 Net income attributable to Laureate Education, Inc. $ 110,074 $ 202,842 Basic and diluted earnings (loss) per share: Income from continuing operations $ 0.74 $ 1.31 Income from discontinued operations — — Basic and diluted earnings per share $ 0.74 $ 1.31 The accompanying notes are an integral part of these consolidated financial statements. 3 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income IN THOUSANDS For the three months ended September 30, 2025 2024 (Unaudited) (Unaudited) Net income $ 34,379 $ 85,327 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $ 0 for both periods 28,619 ( 80,091 ) Total other comprehensive income (loss) 28,619 ( 80,091 ) Comprehensive income 62,998 5,236 Net comprehensive loss attributable to noncontrolling interests 109 136 Comprehensive income attributable to Laureate Education, Inc. $ 63,107 $ 5,372 The accompanying notes are an integral part of these consolidated financial statements. 4 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income IN THOUSANDS For the nine months ended September 30, 2025 2024 (Unaudited) (Unaudited) Net income $ 112,252 $ 202,830 Other comprehensive income (loss): Foreign currency translation adjustment, net of tax of $ 0 for both periods 111,316 ( 160,754 ) Total other comprehensive income (loss) 111,316 ( 160,754 ) Comprehensive income 223,568 42,076 Net comprehensive (income) loss attributable to noncontrolling interests ( 2,174 ) 12 Comprehensive income attributable to Laureate Education, Inc. $ 221,394 $ 42,088 The accompanying notes are an integral part of these consolidated financial statements. 5 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Balance Sheets IN THOUSANDS, except per share amounts September 30, 2025 December 31, 2024 Assets (Unaudited) Current assets: Cash and cash equivalents $ 240,994 $ 91,350 Restricted cash 5,455 6,504 Receivables: Accounts and notes receivable 189,652 189,124 Other receivables 6,187 3,190 Allowance for doubtful accounts ( 111,101 ) ( 100,527 ) Receivables, net 84,738 91,787 Income tax receivable 8,820 7,086 Prepaid expenses and other current assets 30,457 30,020 Current assets held for sale — 564 Total current assets 370,464 227,311 Property and equipment: Land 143,873 127,413 Buildings 381,563 347,522 Furniture, equipment and software 574,030 504,648 Leasehold improvements 152,003 125,690 Construction in-progress 10,835 27,997 Accumulated depreciation and amortization ( 692,275 ) ( 619,018 ) Property and equipment, net 570,029 514,252 Operating lease right-of-use assets, net 283,558 292,387 Goodwill 616,438 563,404 Tradenames, net 160,698 147,911 Deferred costs, net 4,643 4,732 Deferred income taxes 66,898 60,823 Other assets 42,192 40,830 Long-term assets held for sale 1,630 10,410 Total assets $ 2,116,550 $ 1,862,060 The accompanying notes are an integral part of these consolidated financial statements. 6 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Balance Sheets (continued) IN THOUSANDS, except per share amounts September 30, 2025 December 31, 2024 Liabilities and stockholders' equity (Unaudited) Current liabilities: Accounts payable $ 55,706 $ 35,340 Accrued expenses 73,848 60,972 Accrued compensation and benefits 98,571 91,311 Deferred revenue and student deposits 90,835 64,340 Current portion of operating leases 59,774 48,170 Current portion of long-term debt and finance leases 30,364 41,260 Income taxes payable 13,422 2,371 Other current liabilities 36,818 22,941 Current liabilities held for sale — 1,190 Total current liabilities 459,338 367,895 Long-term operating leases, less current portion 277,660 278,957 Long-term debt and finance leases, less current portion 70,599 59,027 Deferred compensation 7,156 8,269 Income taxes payable 133,162 136,473 Deferred income taxes 13,982 12,433 Other long-term liabilities 35,140 31,984 Long-term liabilities held for sale — 8,479 Total liabilities 997,037 903,517 Redeemable equity 1,398 1,398 Stockholders' equity: Preferred stock, par value $ 0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of September 30, 2025 and December 31, 2024 — — Common stock, par value $ 0.004 per share – 700,000 shares authorized, 147,369 shares issued and outstanding as of September 30, 2025 and 150,794 shares issued and outstanding as of December 31, 2024 590 604 Additional paid-in capital 1,111,013 1,129,511 Retained earnings 357,953 291,644 Accumulated other comprehensive loss ( 350,890 ) ( 462,210 ) Total Laureate Education, Inc. stockholders' equity 1,118,666 959,549 Noncontrolling interests ( 551 ) ( 2,404 ) Total stockholders' equity 1,118,115 957,145 Total liabilities and stockholders' equity $ 2,116,550 $ 1,862,060 The accompanying notes are an integral part of these consolidated financial statements. 7 LAUREATE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows IN THOUSANDS For the nine months ended September 30, 2025 2024 Cash flows from operating activities (Unaudited) (Unaudited) Net income $ 112,252 $ 202,830 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 53,333 52,099 Amortization of operating lease right-of-use assets 26,473 28,749 (Gain) loss on lease terminations and disposals of subsidiaries and property and equipment, net ( 324 ) 6,515 Non-cash interest expense 1,139 1,086 Non-cash share-based compensation expense 9,709 7,077 Bad debt expense 40,478 37,223 Deferred income taxes ( 39 ) ( 39,871 ) Unrealized foreign currency exchange loss (gain) 30,949 ( 38,625 ) Other, net ( 5,752 ) ( 5,875 ) Changes in operating assets and liabilities: Receivables ( 26,199 ) ( 40,078 ) Prepaid expenses and other assets 834 ( 15,361 ) Accounts payable and accrued expenses 17,476 9,845 Income tax receivable/payable, net 5,210 ( 21,418 ) Deferred revenue and other liabilities 7,271 7,846 Net cash provided by operating activities 272,810 192,042 Cash flows from investing activities Purchase of property and equipment ( 36,065 ) ( 34,554 ) Receipts from sales of property and equipment 248 3,291 Net receipts from sales of discontinued operations 108 771 Net cash used in investing activities ( 35,709 ) ( 30,492 ) Cash flows from financing activities Proceeds from issuance of long-term debt, net of original issue discount 94,504 135,140 Payments on long-term debt ( 117,111 ) ( 143,556 ) Payment of dividend equivalent rights for vested share-based awards ( 455 ) ( 1,714 ) Proceeds from exercise of stock options 128 204 Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options ( 2,345 ) ( 1,696 ) Payments to repurchase common stock and excise tax payments ( 71,591 ) ( 100,041 ) Payments of debt issuance costs — ( 79 ) Net cash used in financing activities ( 96,870 ) ( 111,742 ) Effects of exchange rate changes on Cash and cash equivalents and Restricted cash 8,095 ( 6,219 ) Change in cash included in current assets held for sale 269 229 Net change in Cash and cash equivalents and Restricted cash 148,595 43,818 Cash and cash equivalents and Restricted cash at beginning of period 97,854 96,897 Cash and cash equivalents and Restricted cash at end of period $ 246,449 $ 140,715 The accompanying notes are an integral part of these consolidated financial statements. 8 Laureate Education, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Dollars and shares in thousands) Note 1. Description of Business Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through a portfolio of degree-granting higher education institutions in Mexico and Peru. Laureate's programs are provided through institutions that are campus-based and through electronically distributed educational programs (online). We are domiciled in Delaware as a public benefit corporation, a demonstration of our long-term commitment to our mission to benefit our students and society. The Company completed its initial public offering (IPO) on February 6, 2017, and its shares are listed on the Nasdaq Global Select Market under the symbol “LAUR.” The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, these financial statements include all adjustments considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with Laureate's audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the 2024 Form 10-K). Note 2. Revenue Revenue Recognition Laureate’s revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. Laureate’s institutions have various billing and academic cycles. We determine revenue recognition through the five-step model prescribed by ASC Topic 606, Revenue from Contracts with Customers , as follows: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, we satisfy a performance obligation. We assess collectability on a portfolio basis prior to recording revenue. If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal. Generally, our refund obligations are reduced over the course of the academic term. We record refunds as a reduction of deferred revenue, as applicable. 9 The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the three months ended September 30, 2025 and 2024: Mexico Peru Corporate (1) Total 2025 Tuition and educational services $ 271,959 $ 205,691 $ — $ 477,650 119 % Other 33,748 22,471 39 56,258 14 % Gross revenue 305,707 228,162 39 533,908 133 % Less: Discounts / waivers / scholarships ( 110,867 ) ( 22,817 ) — ( 133,684 ) ( 33 ) % Total $ 194,840 $ 205,345 $ 39 $ 400,224 100 % 2024 Tuition and educational services $ 242,049 $ 184,121 $ — $ 426,170 116 % Other 35,284 19,957 44 55,285 15 % Gross revenue 277,333 204,078 44 481,455 131 % Less: Discounts / waivers / scholarships ( 94,816 ) ( 18,008 ) — ( 112,824 ) ( 31 ) % Total $ 182,517 $ 186,070 $ 44 $ 368,631 100 % (1) Includes the elimination of inter-segment revenues. The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the nine months ended September 30, 2025 and 2024: Mexico Peru Corporate (1) Total 2025 Tuition and educational services $ 822,251 $ 565,558 $ — $ 1,387,809 120 % Other 100,999 55,920 143 157,062 13 % Gross revenue 923,250 621,478 143 1,544,871 133 % Less: Discounts / waivers / scholarships ( 321,786 ) ( 62,543 ) — ( 384,329 ) ( 33 ) % Total $ 601,464 $ 558,935 $ 143 $ 1,160,542 100 % 2024 Tuition and educational services $ 803,788 $ 530,013 $ — $ 1,333,801 117 % Other 116,016 51,702 116 167,834 14 % Gross revenue 919,804 581,715 116 1,501,635 131 % Less: Discounts / waivers / scholarships ( 304,624 ) ( 53,763 ) — ( 358,387 ) ( 31 ) % Total $ 615,180 $ 527,952 $ 116 $ 1,143,248 100 % (1) Includes the elimination of inter-segment revenues. Contract Balances The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and Deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session. All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets. Total accounts receivable from our contracts with students were $ 189,652 and $ 189,124 as of September 30, 2025 and December 31, 2024, respectively. Contract assets balances are primarily driven by enrollment cycles. The first and third calendar quarters generally coincide with the primary and secondary intakes for our larger institutions. All contract asset amounts are classified as current. 10 Contract liabilities in the amount of $ 90,835 and $ 64,340 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively. The increase in the contract liability balance during the period ended September 30, 2025 was the result of semester billings and cash payments received in advance of satisfying performance obligations, partially offset by revenue recognized during the period. Revenue recognized during the nine months ended September 30, 2025 that was included in the contract liability balance at the beginning of the year was approximately $ 60,967 . Note 3. Assets Held for Sale As of September 30, 2025 and December 31, 2024, several parcels of land at campuses in Mexico were classified as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” I n addition, as of December 31, 2024, two of the Company’s subsidiaries that operate K-12 educational programs in Mexico were classified as held for sale under ASC 360-10-45-9. As of September 30, 2025, these K-12 campuses no longer met the criteria to be classified as held for sale and were reclassified to held and used. The assets and liabilities are recorded at the lower of their carrying values or their estimated fair values less costs to sell. The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are presented in the following table: September 30, 2025 December 31, 2024 Assets Held for Sale Cash and cash equivalents $ — $ 246 Receivables, net — 319 Property and equipment, net 1,630 2,897 Operating lease right-of-use assets, net — 7,512 Total assets held for sale $ 1,630 $ 10,974 Liabilities Held for Sale Deferred revenue and student deposits $ — $ 756 Operating leases, including current portion — 7,606 Long-term debt, including current portion — 704 Other liabilities — 603 Total liabilities held for sale $ — $ 9,669 Note 4. Business and Geographic Segment Information Laureate’s educational services are offered through two reportable segments: Mexico and Peru. Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance. Laureate’s Chief Executive Officer is the chief operating decision maker. Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings utilize campus-based, online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. The Mexico and Peru markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our in-country networks. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets mature. Essentially all of our revenues were generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. Specifics related to both of our reportable segments are discussed below. 11 In Mexico, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 30 campuses. In Peru, private universities are increasingly providing the capacity to meet growing demand in the higher-education market. Laureate owns three institutions in Peru, with a footprint of 20 campuses. Inter-segment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items. The chief operating decision maker uses Adjusted EBITDA to evaluate performance and to allocate resources for each segment in the annual budget and monthly forecasting process. Adjusted EBITDA is defined as Income from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Loss on disposal of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other income, net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, and Share-based compensation expense. The chief operating decision maker considers budget-to-actual variances for Adjusted EBITDA when making decisions about allocating resources to the segments. Adjusted EBITDA is also 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. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. 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. We use total assets as the measure of assets for reportable segments. The following table presents a reconciliation of Adjusted EBITDA of our reportable segments to Income from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations: For the three months ended For the nine months ended September 30, September 30, 2025 2024 2025 2024 Adjusted EBITDA of reportable segments: Mexico $ 25,712 $ 19,978 $ 136,087 $ 128,098 Peru 78,065 79,788 206,457 209,418 Total Adjusted EBITDA of reportable segments 103,777 99,766 342,544 337,516 Reconciling items: Corporate ( 8,948 ) ( 8,336 ) ( 27,888 ) ( 28,576 ) Depreciation and amortization expense ( 19,596 ) ( 16,609 ) ( 53,333 ) ( 52,099 ) Share-based compensation expense ( 3,765 ) ( 2,781 ) ( 9,709 ) ( 7,077 ) Operating income 71,468 72,040 251,614 249,764 Interest income 2,136 2,356 5,024 6,271 Interest expense ( 2,605 ) ( 4,979 ) ( 8,116 ) ( 14,769 ) Other income, net 171 923 960 483 Foreign currency (loss) gain, net ( 2,347 ) 14,523 ( 31,122 ) 36,367 Loss on disposal of subsidiaries, net — — — ( 3,086 ) Income from continuing operations before income taxes and equity in net income of affiliates $ 68,823 $ 84,863 $ 218,360 $ 275,030 12 The following table presents significant segment expenses of our reportable segments: For the three months ended For the nine months ended September 30, September 30, 2025 2024 2025 2024 Mexico Revenues $ 194,840 $ 182,517 $ 601,464 $ 615,180 Less: Labor costs 75,854 70,245 221,936 227,673 Lease and other facilities costs 27,026 27,124 75,225 87,976 Advertising costs 19,579 17,691 46,628 43,963 Other costs (1) 46,669 47,479 121,588 127,470 Adjusted EBITDA $ 25,712 $ 19,978 $ 136,087 $ 128,098 Peru Revenues $ 205,345 $ 186,070 $ 558,935 $ 527,952 Less: Labor costs 74,014 63,059 207,529 188,364 Lease and other facilities costs 8,383 7,358 24,261 21,943 Advertising costs 10,201 9,758 30,165 25,097 Other costs (1) 34,682 26,107 90,523 83,130 Adjusted EBITDA $ 78,065 $ 79,788 $ 206,457 $ 209,418 (1) Other costs for each reportable segment include: professional services expense, technology expense, bad debt and other direct costs. The following table presents other financial information of our reportable segments: For the three months ended For the nine months ended September 30, September 30, 2025 2024 2025 2024 Mexico Depreciation and amortization expense $ 12,020 $ 9,776 $ 31,764 $ 31,180 Expenditures for long-lived assets $ 12,121 $ 5,288 $ 20,521 $ 15,858 Peru Depreciation and amortization expense $ 7,403 $ 6,602 $ 21,045 $ 20,165 Expenditures for long-lived assets $ 6,066 $ 2,649 $ 15,544 $ 18,696 The following table presents the total assets of our reportable segments: September 30, 2025 December 31, 2024 Assets Mexico $ 1,269,422 $ 1,143,053 Peru 637,976 567,310 Corporate 209,152 151,697 Total assets $ 2,116,550 $ 1,862,060 13 Note 5. Goodwill The change in the net carrying amount of Goodwill from December 31, 2024 through September 30, 2025 was composed of the following items: Mexico Peru Total Balance at December 31, 2024 $ 491,066 $ 72,338 $ 563,404 Currency translation adjustments 48,558 4,476 53,034 Balance at September 30, 2025 $ 539,624 $ 76,814 $ 616,438 Note 6. Debt Outstanding long-term debt was as follows: September 30, 2025 December 31, 2024 Senior long-term debt: Senior Secured Credit Facility $ — $ — Other debt: Lines of credit 19,412 29,989 Notes payable and other debt 22,091 23,761 Total senior and other debt 41,503 53,750 Finance lease obligations and sale-leaseback financings 60,927 48,395 Total long-term debt and finance leases 102,430 102,145 Less: total unamortized deferred financing costs 1,467 1,858 Less: current portion of long-term debt and finance leases 30,364 41,260 Long-term debt and finance leases, less current portion $ 70,599 $ 59,027 Senior Secured Credit Facility The Company maintains a revolving credit facility (the Revolving Credit Facility) under its credit agreement (the Amended Credit Agreement) that provides for $ 155,000 of revolving credit loans maturing September 18, 2028. 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.” As of each of September 30, 2025 and December 31, 2024, the Senior Secured Credit Facility had no outstanding balance. Estimated Fair Value of Debt As of each of September 30, 2025 and December 31, 2024, the estimated fair value of our debt approximated its carrying value. Certain Covenants As of September 30, 2025, our Amended Credit Agreement contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. The Amended Credit Agreement provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, to exceed 3 as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter. 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 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 these covenants as of September 30, 2025. 14 Note 7. Commitments and Contingencies Contingencies Laureate is subject to legal proceedings, claims, governmental audits, and other matters arising in the ordinary course of business. In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these matters. Management believes that any judgment or settlement of these matters would not have a material impact on Laureate’s financial position, results of operations, or cash flows. Income Tax Contingencies As of September 30, 2025 and December 31, 2024, Laureate had recorded cumulative liabilities for income tax contingencies of $ 133,162 and $ 136,473 , respectively. Non-Income Tax Loss Contingencies Laureate has accrued liabilities for certain civil actions against our institutions, a portion of which existed prior to our acquisition of these entities. Laureate intends to vigorously defend against these matters. As of September 30, 2025 and December 31, 2024, approximately $ 12,800 and $ 13,500 , respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets. We have also identified certain loss contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies could be up to approximately $ 19,700 if the outcomes were unfavorable. Guarantees During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a tax assessment received related to tax audits of 2014 and 2015. As of September 30, 2025 and December 31, 2024, the total amount of the guarantee was approximately $ 7,700 and $ 7,300 , respectively. During the third quarter of 2025, one of our Mexican institutions issued a bank guarantee in order to appeal an assessment received related to a tax audit of 2017. As of September 30, 2025, the total amount of the guarantee was approximately $ 12,100 . 15 Note 8. Stockholders’ Equity The components of net changes in stockholders’ equity for the nine months ended September 30, 2025 are as follows: Laureate Education, Inc. Stockholders Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Non-controlling interests Total stockholders’ equity Shares Amount Balance at December 31, 2024 150,794 $ 604 $ 1,129,511 $ 291,644 $ ( 462,210 ) $ ( 2,404 ) $ 957,145 Non-cash share-based compensation — — 2,463 — — — 2,463 Purchase and retirement of common stock ( 2,181 ) ( 9 ) ( 16,339 ) ( 25,875 ) — — ( 42,223 ) Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 197 1 ( 1,129 ) — — — ( 1,128 ) Equitable adjustments to stock-based awards — — ( 2 ) — — — ( 2 ) Net loss — — — ( 19,496 ) — ( 57 ) ( 19,553 ) Foreign currency translation adjustment, net of tax of $ 0 — — — — 9,336 ( 3 ) 9,333 Balance at March 31, 2025 148,810 $ 596 $ 1,114,504 $ 246,273 $ ( 452,874 ) $ ( 2,464 ) $ 906,035 Non-cash share-based compensation — — 3,481 — — — 3,481 Purchase and retirement of common stock ( 1,489 ) ( 6 ) ( 11,153 ) ( 17,890 ) — — ( 29,049 ) Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 42 — 86 — — — 86 Equitable adjustments to stock-based awards — — 8 — — — 8 Net income — — — 95,083 — 2,343 97,426 Foreign currency translation adjustment, net of tax of $ 0 — — — — 73,364 — 73,364 Balance at June 30, 2025 147,363 $ 590 $ 1,106,926 $ 323,466 $ ( 379,510 ) $ ( 121 ) $ 1,051,351 Non-cash share-based compensation — — 3,765 — — — 3,765 Vesting of restricted stock units, net of shares withheld to satisfy tax withholding 6 — — — — — — Change in noncontrolling interests — — 321 — — ( 321 ) — Equitable adjustments to stock-based awards — — 1 — — — 1 Net income (loss) — — — 34,487 — ( 108 ) 34,379 Foreign currency translation adjustment, net of tax of $ 0 — — — — 28,620 ( 1 ) 28,619 Balance at September 30, 2025 147,369 $ 590 $ 1,111,013 $ 357,953 $ ( 350,890 ) $ ( 551 ) $ 1,118,115 Stock Repurchases On March 13, 2025, the Company entered into a stock purchase agreement with each of 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. (together, the Snow Phipps Sellers), pursuant to which the Company purchased an aggregate of 521 shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 17.47 per share for an aggregate purchase price of $ 9,101 . Additionally, during the nine months ended September 30, 2025, the Company repurchased 3,149 shares of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), for total open market repurchases of approximately $ 61,485 . The above repurchases were pursuant to the Company’s existing $ 100,000 stock purchase program that was announced on September 13, 2024 . As of September 30, 2025, there was approximately $ 27,391 of remaining authorization. On October 30, 2025, the Company announced that its Board of Directors had approved a $ 150,000 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 $ 177,391 . The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act. Repurchases may be effected pursuant 16 to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. 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. Under this stock repurchase program, all shares repurchased are immediately retired. Upon retirement of repurchased stock, the excess of the purchase price plus excise tax over par value is allocated to additional paid-in capital, subject to certain limitations. Any remainder is allocated to retained earnings to the extent that positive retained earnings exist. The components of net changes in stockholders’ equity for the nine months ended September 30, 2024 are as follows: Laureate Education, Inc. Stockholders Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Non-controlling interests Total stockholders’ equity Shares Amount Balance at December 31, 2023 157,586 $ 630 $ 1,179,721 $ 41,862 $ ( 272,144 ) $ ( 2,329 ) $ 947,740 Non-cash share-based compensation — — 1,409 — — — 1,409 Purchase and retirement of common stock ( 2,607 ) ( 10 ) ( 19,512 ) ( 13,700 ) — — ( 33,222 ) Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 181 1 ( 774 ) — — — ( 773 ) Equitable adjustments to stock-based awards — — 21 — — — 21 Net loss — — — ( 10,751 ) — ( 97 ) ( 10,848 ) Foreign currency translation adjustment, net of tax of $ 0 — — — — 26,883 — 26,883 Balance at March 31, 2024 155,160 $ 621 $ 1,160,865 $ 17,411 $ ( 245,261 ) $ ( 2,426 ) $ 931,210 Non-cash share-based compensation — — 2,887 — — — 2,887 Purchase and retirement of common stock ( 2,661 ) ( 11 ) ( 21,781 ) ( 17,411 ) — — ( 39,203 ) Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 47 — 91 — — — 91 Equitable adjustments to stock-based awards — — 19 — — — 19 Net income — — — 128,130 — 221 128,351 Foreign currency translation adjustment, net of tax of $ 0 — — — — ( 107,546 ) — ( 107,546 ) Balance at June 30, 2024 152,546 $ 610 $ 1,142,081 $ 128,130 $ ( 352,807 ) $ ( 2,205 ) $ 915,809 Non-cash share-based compensation — — 2,781 — — — 2,781 Purchase and retirement of common stock ( 1,895 ) ( 7 ) ( 14,190 ) ( 14,381 ) — — ( 28,578 ) Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 34 — 80 — — — 80 Equitable adjustments to stock-based awards — — ( 3 ) — — — ( 3 ) Net income (loss) — — — 85,463 — ( 136 ) 85,327 Foreign currency translation adjustment, net of tax of $ 0 — — — — ( 80,091 ) — ( 80,091 ) Balance at September 30, 2024 150,685 $ 603 $ 1,130,749 $ 199,212 $ ( 432,898 ) $ ( 2,341 ) $ 895,325 Share-based Compensation Expense During the three and nine months ended September 30, 2025 and 2024, the Company recorded share-based compensation expense for restricted stock unit awards of $ 3,765 and $ 2,781 , respectively, and $ 9,709 and $ 7,077 , respectively. 17 Accumulated Other Comprehen sive Income (Loss) Accumulated other comprehensive income (loss) (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign subsidiaries’ financial statements, the unrealized gain on a derivative designated as an effective net investment hedge, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The AOCI related to the net investment hedge will be deferred from earnings until the sale or liquidation of the hedged investee. Laureate reports changes in AOCI on our Consolidated Statements of Stockholders’ Equity. The components of these balances were as follows: September 30, 2025 December 31, 2024 Laureate Education, Inc. Noncontrolling Interests Total Laureate Education, Inc. Noncontrolling Interests Total Foreign currency translation adjustment $ ( 360,384 ) $ 961 $ ( 359,423 ) $ ( 471,704 ) $ 965 $ ( 470,739 ) Unrealized gain on derivatives 10,416 — 10,416 10,416 — 10,416 Minimum pension liability adjustment ( 922 ) — ( 922 ) ( 922 ) — ( 922 ) Accumulated other comprehensive loss $ ( 350,890 ) $ 961 $ ( 349,929 ) $ ( 462,210 ) $ 965 $ ( 461,245 ) Note 9. Income Taxes Laureate’s income tax provisions for all periods consist of federal, state and foreign income taxes. The tax provisions for the nine months ended September 30, 2025 and 2024 are based on estimated full-year effective tax rates, adjusted for discrete income tax items related specifically to the interim periods. Laureate has operations in multiple countries at various statutory tax rates and other operations that are loss-making entities for which it is not ‘ more likely than not ’ that a tax benefit will be realized on the loss. For the nine months ended September 30, 2025, the Company recognized income tax expense of $ 106,326 , as compared to $ 72,526 in the prior-year period. The Company recognized a net deferred tax benefit of approximately $ 37,900 during the three months ended September 30, 2024 related to the release of a deferred tax liability that was no longer required upon completion of an entity restructuring following regulatory approval. The One Big Beautiful Bill Act On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company does not expect it to have a material impact on its consolidated financial statements. Note 10. Earnings Per Share Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock units, and any other share-based compensation arrangements determined using the treasury stock method. 18 The following tables summarize the computations of basic and diluted earnings per share: For the three months ended September 30, 2025 2024 Numerator used in basic and diluted earnings per common share for continuing operations: Income from continuing operations $ 34,373 $ 85,331 Loss attributable to noncontrolling interests 108 136 Net income from continuing operations for basic and diluted earnings per share $ 34,481 $ 85,467 Numerator used in basic and diluted earnings per common share for discontinued operations: Net income (loss) from discontinued operations for basic and diluted earnings per share $ 6 $ ( 4 ) Denominator used in basic and diluted earnings per common share: Basic weighted average shares outstanding 147,363 151,577 Dilutive effect of stock options 235 216 Dilutive effect of restricted stock units 613 382 Diluted weighted average shares outstanding 148,211 152,175 Basic and diluted earnings (loss) per share: Income from continuing operations $ 0.23 $ 0.56 Income (loss) from discontinued operations — — Basic and diluted earnings per share $ 0.23 $ 0.56 For the nine months ended September 30, 2025 2024 Numerator used in basic and diluted earnings per common share for continuing operations: Income from continuing operations $ 112,037 $ 202,497 (Income) loss attributable to noncontrolling interests ( 2,178 ) 12 Net income from continuing operations for basic and diluted earnings per share $ 109,859 $ 202,509 Numerator used in basic and diluted earnings per common share for discontinued operations: Net income from discontinued operations for basic and diluted earnings per share $ 215 $ 333 Denominator used in basic and diluted earnings per common share: Basic weighted average shares outstanding 148,499 154,151 Dilutive effect of stock options 228 213 Dilutive effect of restricted stock units 503 332 Diluted weighted average shares outstanding 149,230 154,696 Basic and diluted earnings (loss) per share: Income from continuing operations $ 0.74 $ 1.31 Income from discontinued operations — — Basic and diluted earnings per share $ 0.74 $ 1.31 19 The following table summarizes the number of restricted stock units that were excluded from the diluted EPS calculations because the effect would have been antidilutive: For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Restricted stock units — 231 — 104 Note 11. Related Party Transactions 2025 Stock Repurchases As discussed in Note 8, Stockholders’ Equity, on March 13, 2025, the Company entered into a stock purchase agreement with the Snow Phipps Sellers pursuant to which the Company purchased an aggregate of 521 shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 17.47 per share for an aggregate purchase price of $ 9,101 . This repurchase, which was approved as a related party transaction by the Audit and Risk Committee of the Company’s Board of Directors, was pursuant to the Company’s existing share repurchase program that was announced on September 13, 2024. Note 12. Legal and Regulatory Matters Laureate is subject to legal proceedings, claims, governmental audits, and other matters arising in the ordinary course of business. In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these matters. Management believes that any judgment or settlement of these matters would not have a material impact on Laureate’s financial position, results of operations, or cash flows. Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations. There have been no material changes to the laws and regulations affecting our higher education institutions that are described in our 2024 Form 10‑K. Note 13. Supplemental Cash Flow Information Reconciliation of Cash and cash equivalents and Restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the September 30, 2024 balance. The September 30, 2025 and September 30, 2024 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024: September 30, 2025 September 30, 2024 December 31, 2024 Cash and cash equivalents $ 240,994 $ 134,409 $ 91,350 Restricted cash 5,455 6,306 6,504 Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows $ 246,449 $ 140,715 $ 97,854 Restricted cash represents cash that is not immediately available for use in current operations. Note 14. Subsequent Events Increase to Authorized Stock Repurchase Program As discussed in Note 8, Stockholders’ Equity, on October 30, 2025, the Company announced that its Board of Directors had approved a $ 150,000 increase to the existing authorization for the Company’s stock repurchase program . 20