What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 18 added, 45 removed, 246 unchanged (20% of the section changed)

11 unchanged sentences

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 .

During the three months ended December 31, 2025, 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).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

46 unchanged sentences

from Columbia University and London Business School.

Marcelo Barbalho Cardoso has served as our Executive Vice President and Chief Operating Officer since June 2021 and has also served as our Chief Executive Officer, Mexico since June 2022.

Cardoso has been with Laureate since 2011, holding several leadership positions across our Brazil operations including Chief Executive Officer of Laureate Brazil from 2019 to June 2021, Global Chief Transformation Officer during 2019, Chief Operating Officer of Laureate Brazil from 2017 to 2018, and Vice President of Operations and President of FMU from 2013 to 2017.

Marcelo Barbalho Cardoso has served as our Executive Vice President and Chief Operating Officer since June 2021.

Cardoso has been with Laureate since 2011, holding several leadership positions across our Mexico and Brazil operations including Chief Executive Officer of Laureate Mexico from June 2022 to April 2025 and Chief Executive Officer of Laureate Brazil from 2019 to June 2021, Global Chief Transformation Officer during 2019, Chief Operating Officer of Laureate Brazil from 2017 to 2018, and Vice President of Operations and President of FMU from 2013 to 2017.

Prior to joining Laureate, Mr.

15 unchanged sentences

Exhibit Description Form File Number Exhibit

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

and Laureate Education, Inc.

10-K 001-38002 2.8 02/27/2020

Sale and Purchase Agreement, dated July 29, 2020, by and among LEI AMEA Investments B.V., Laureate Education, Inc., SEI Newco Inc.

and Strategic Education, Inc.

10-Q 001-38002 2.9 11/05/2020

Master Agreement, dated September 10, 2020, by and among Laureate International B.V., Laureate I, B.V., Servicios Regionales Universitarios LE, S.C.

and Fundación Educación y Cultura

10-Q 001-38002 2.10 11/05/2020

Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc.

1 unchanged sentence

10-Q 001-38002 2.11 11/05/2020

Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., VC Network Educação S.A., and, solely for the purposes of certain provisions thereof, the controlling shareholders of Ânima Holding S.A.

10-K 001-38002 2.14 02/25/2021

Waiver and Amendment to Membership Interest Purchase Agreement by and between Adtalem Global Education Inc.

4 unchanged sentences

10-Q 001-38002 2.2 11/04/2021

2.8 First Amendment dated April 19, 2022 to the Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., and VC Network Educação S.A.

10-Q 001-38002 2.1 08/04/2022

3.1 Amended and Restated Certificate of Incorporation

12 unchanged sentences

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

Form of Stockholders’ Agreement for Entity‑Appointed Directors

S-1/A 333-207243 10.47 11/20/2015

Form of Stockholders’ Agreement for Individual Directors

2 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

15 unchanged sentences

8-K 001-38002 10.2 02/06/2017

Exhibit Description Form File Number Exhibit

10.11 Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc.

15 unchanged sentences

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

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.

10.16 Second Amendment to Third Amended and Restated Credit Agreement dated as of December 23 , 202 2 , by Laureate Education, Inc.

and Citibank, N.A., as administrative agent

10.20 02/23/2023

10.18 Third Amendment dated as of September 18, 2023 to Third Amended and Restated Credit Agreement by Laureate Education, Inc.

10.17 Third Amendment to Third Amended and Restated Credit Agreement dated as of September 18, 2023 by Laureate Education, Inc.

and Citibank, N.A., as administrative agent

11 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

5 unchanged sentences

Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2023-2024 Grants

10-K 001-38002 10.34 02/24/2022

Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2023 -2024 Grants

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

1 unchanged sentence

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

Amended and Restated 2013 Long Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2025-2026 Grants

10-Q 001-38002 10.2 05/01/2025

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

2 unchanged sentences

10-Q 001-38002 10.64 08/08/2019

Exhibit Description Form File Number Exhibit

Form of Director and Officer Indemnity Agreement

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

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

and Richard H.

Sinkfield III

10-K 001-38002 10.45 02/25/2021

Promotion Offer Letter, dated March 16, 2021, between Laureate Education, Inc.

18 unchanged sentences

10.2 05/02/2024

Form of Annual Incentive Plan for Certain Executives

Sixth Amendment to Independent Contractor and Consultant Agreement as of March 1, 2025 between Laureate Education, Inc.

and MC Consultoria and Assesoria Empresarial LTDA

10.1 05/01/2025

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

and Richard H.

Sinkfield III

Form of Annual Incentive Plan for Certain Executives

10.3 05/01/2025

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

10.43 02/20/2025

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

10.46 02/20/2025

Laureate Education, Inc.

Directors Deferral Plan

10.1 10/30/2025

19 Laureate Education, Inc.

Insider Trading Policy

19 02/20/2025

21.1* List of Subsidiaries of the Registrant

5 unchanged sentences

Incentive Compensation Clawback Policy

Exhibit Description Form File Number Exhibit

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

8 unchanged sentences

† Indicates a management contract or compensatory plan or arrangement.

◊ Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) is the type that the Company treats as private or confidential.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

31 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