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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 89 added, 244 removed, 355 unchanged (48% of the section changed)

4 unchanged sentences

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

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.

-LAUREATE EDUCATION, INC.

AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts

For the nine months ended September 30, 2025 2024

For the three months ended March 31, 2026 2025

(Unaudited) (Unaudited)

3 unchanged sentences

General and administrative expenses 11,134 10,990

Operating income 251,614 249,764

Operating loss ( 27,527 ) ( 13,191 )

Interest income 1,906 1,519

Interest expense ( 3,139 ) ( 2,366 )

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

Other income (expense), net 439 ( 15 )

Foreign currency exchange gain (loss), net 1,016 ( 3,199 )

Loss from continuing operations before income taxes and equity in net income of affiliates ( 27,305 ) ( 17,252 )

Income tax benefit (expense) 5,711 ( 2,517 )

Equity in net income of affiliates, net of tax — 3

Loss from continuing operations ( 21,594 ) ( 19,766 )

Income from discontinued operations, net of tax of $ 0 for both periods

Net income 112,252 202,830

Net (income) loss attributable to noncontrolling interests ( 2,178 ) 12

Net income attributable to Laureate Education, Inc.

Net loss ( 21,594 ) ( 19,553 )

Net loss attributable to noncontrolling interests — 57

Net loss attributable to Laureate Education, Inc.

$ ( 21,594 ) $ ( 19,496 )

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

Basic and diluted loss per share $ ( 0.15 ) $ ( 0.13 )

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

Consolidated Statements of Comprehensive Income

For the three months ended September 30, 2025 2024

For the three months ended March 31, 2026 2025

(Unaudited) (Unaudited)

Net income $ 34,379 $ 85,327

Net loss $ ( 21,594 ) $ ( 19,553 )

Other comprehensive income (loss):

1 unchanged sentence

( 11,859 ) 9,333

Total other comprehensive income (loss) 28,619 ( 80,091 )

Comprehensive income 62,998 5,236

Minimum pension liability adjustment, net of tax of $ 0 for both periods

Total other comprehensive (loss) income ( 11,811 ) 9,333

Comprehensive loss ( 33,405 ) ( 10,220 )

Net comprehensive loss attributable to noncontrolling interests 1 60

Comprehensive income attributable to Laureate Education, Inc.

$ 63,107 $ 5,372

The accompanying notes are an integral part of these consolidated financial statements.

LAUREATE EDUCATION, INC.

AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

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.

Comprehensive loss attributable to Laureate Education, Inc.

$ ( 33,404 ) $ ( 10,160 )

4 unchanged sentences

IN THOUSANDS, except per share amounts

September 30,

2026 December 31,

9 unchanged sentences

Prepaid expenses and other current assets 32,235 28,956

Current assets held for sale — 564

Total current assets 270,648 318,348

20 unchanged sentences

IN THOUSANDS, except per share amounts

September 30,

2026 December 31,

9 unchanged sentences

Other current liabilities 28,209 26,579

Current liabilities held for sale — 1,190

Total current liabilities 474,747 472,907

5 unchanged sentences

Other long-term liabilities 38,530 37,717

Long-term liabilities held for sale — 8,479

Total liabilities 1,231,694 1,017,590

1 unchanged sentence

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

Preferred stock, par value $ 0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 139,978 shares issued and outstanding as of March 31, 2026 and 142,940 shares issued and outstanding as of December 31, 2025

Additional paid-in capital 1,051,877 1,075,460

10 unchanged sentences

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2025 2024

For the three months ended March 31, 2026 2025

Cash flows from operating activities (Unaudited) (Unaudited)

Net income $ 112,252 $ 202,830

Net loss $ ( 21,594 ) $ ( 19,553 )

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Amortization of operating lease right-of-use assets 9,091 8,125

(Gain) loss on lease terminations and disposals of subsidiaries and property and equipment, net ( 324 ) 6,515

Gain on lease terminations and disposals of subsidiaries and property and equipment, net ( 90 ) ( 255 )

Non-cash interest expense 593 380

2 unchanged sentences

Deferred income taxes ( 2,614 ) 4,860

Unrealized foreign currency exchange loss (gain) 30,949 ( 38,625 )

Unrealized foreign currency exchange (gain) loss ( 1,543 ) 2,932

Other, net 3,847 3,304

9 unchanged sentences

Receipts from sales of property and equipment 29 56

Net receipts from sales of discontinued operations 108 771

Net cash used in investing activities ( 8,301 ) ( 4,556 )

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 )

Borrowings on debt 95,127 30,000

Payments on debt ( 23,641 ) ( 22,461 )

Payment of dividend equivalent rights for vested share-based awards ( 97 ) ( 386 )

2 unchanged sentences

Payments to repurchase common stock and excise tax payments ( 108,175 ) ( 39,499 )

Payments of debt issuance costs — ( 79 )

Net cash used in financing activities ( 41,305 ) ( 34,649 )

21 unchanged sentences

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.

Our revenues primarily consist of tuition revenues from enrolled students.

We also generate other revenues from student fees, short courses, 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.

12 unchanged sentences

We record refunds as a reduction of deferred revenue, as applicable.

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)

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 %

Discounts / waivers / scholarships ( 110,867 ) ( 22,817 ) — ( 133,684 ) ( 33 ) %

Total $ 194,840 $ 205,345 $ 39 $ 400,224 100 %

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 %

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:

The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the three months ended March 31, 2026 and 2025:

Mexico Peru Corporate (1)

17 unchanged sentences

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.

Total accounts receivable from our contracts with students were $ 173,513 and $ 244,070 as of March 31, 2026 and December 31, 2025, respectively.

The decrease in the contract assets balance at March 31, 2026 compared to December 31, 2025 was primarily driven by enrollment cycles, in particular the repayment of outstanding amounts by students re-enrolling for the next academic session.

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.

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 .

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

Contract liabilities in the amount of $ 130,353 and $ 80,161 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

The increase in the contract liability balance during the period ended March 31, 2026 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 three months ended March 31, 2026 that was included in the contract liability balance at the beginning of the year was approximately $ 54,716 .

Business and Geographic Segment Information

6 unchanged sentences

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 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.

12 unchanged sentences

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.

Adjusted EBITDA is defined as Loss from continuing operations before income taxes and equity in net income of affiliates, adding back the following items:

Gain on disposal of subsidiaries, net, Foreign currency exchange gain (loss), net, Other income (loss), 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.

4 unchanged sentences

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

The following table presents a reconciliation of Adjusted EBITDA of our reportable segments to Loss 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 March 31,

Adjusted EBITDA of reportable segments:

6 unchanged sentences

Share-based compensation expense ( 2,616 ) ( 2,463 )

Operating income 71,468 72,040 251,614 249,764

Operating loss ( 27,527 ) ( 13,191 )

Interest income 1,906 1,519

Interest expense ( 3,139 ) ( 2,366 )

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

Other income (loss), net

Foreign currency gain (loss), net

1,016 ( 3,199 )

Income from continuing operations before income taxes and equity in net income of affiliates

Loss from continuing operations before income taxes and equity in net income of affiliates

$ ( 27,305 ) $ ( 17,252 )

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

For the three months ended March 31,

Revenues $ 210,642 $ 189,255

15 unchanged sentences

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

For the three months ended March 31,

Depreciation and amortization expense $ 14,345 $ 9,300

3 unchanged sentences

The following table presents the total assets of our reportable segments:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Mexico $ 1,491,406 $ 1,383,658

2 unchanged sentences

Total assets $ 2,281,147 $ 2,206,350

The change in the net carrying amount of Goodwill from December 31, 2024 through September 30, 2025 was composed of the following items:

The change in the net carrying amount of Goodwill from December 31, 2025 through March 31, 2026 was composed of the following items:

Mexico Peru Total

1 unchanged sentence

Currency translation adjustments 174 ( 2,261 ) ( 2,087 )

Balance at September 30, 2025 $ 539,624 $ 76,814 $ 616,438

Balance at March 31, 2026 $ 557,415 $ 77,798 $ 635,213

Outstanding long-term debt was as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Senior long-term debt:

1 unchanged sentence

Lines of credit 42,064 43,278

Notes payable and other debt 22,091 23,761

21,845 22,313

Total senior and other debt 138,909 65,591

Finance lease obligations and sale-leaseback financings 60,927 48,395

Finance lease obligations

78,155 63,463

Total long-term debt and finance leases 217,064 129,054

5 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, the Senior Secured Credit Facility had a total outstanding balance of $ 75,000 and $ 0 , respectively.

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.

As of March 31, 2026 and December 31, 2025, 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:

As of March 31, 2026, our Amended Credit Agreement contained certain negative covenants including, among others:

(1) limitations on additional indebtedness;

4 unchanged sentences

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.

As of March 31, 2026, more than 25 % of the Revolving Credit Facility was utilized, and we were in compliance with the leverage ratio covenant.

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

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

We were in compliance with these covenants as of March 31, 2026.

Commitments and Contingencies

4 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, Laureate had recorded cumulative liabilities for income tax contingencies of $ 77,693 and $ 78,979 , respectively.

Non-Income Tax Loss Contingencies

1 unchanged sentence

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.

As of March 31, 2026 and December 31, 2025, approximately $ 12,500 and $ 12,800 , 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.

1 unchanged sentence

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.

As of March 31, 2026 and December 31, 2025, the total amount of the guarantee was approximately $ 7,800 and $ 8,100 , 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 .

As of both March 31, 2026 and December 31, 2025, the total amount of the guarantee was approximately $ 12,500 .

Stockholders’ Equity

The components of net changes in stockholders’ equity for the nine months ended September 30, 2025 are as follows:

The components of net changes in stockholders’ equity for the three months ended March 31, 2026 are as follows:

Laureate Education, Inc.

5 unchanged sentences

Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 206 1 ( 2,364 ) — — — ( 2,363 )

Equitable adjustments to stock-based awards — — ( 2 ) — — — ( 2 )

Net loss — — — ( 21,594 ) — — ( 21,594 )

1 unchanged sentence

— — — — ( 11,858 ) ( 1 ) ( 11,859 )

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

Minimum pension liability adjustment, net of tax of $ 0

— — — — 48 — 48

Balance at September 30, 2025 147,369 $ 590 $ 1,111,013 $ 357,953 $ ( 350,890 ) $ ( 551 ) $ 1,118,115

Balance at March 31, 2026 139,978 $ 560 $ 1,051,877 $ 312,988 $ ( 316,794 ) $ ( 576 ) $ 1,048,055

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 .

On September 13, 2024, the Company announced that its Board of Directors had approved a $ 100,000 stock purchase program .

On October 30, 2025, the Company announced that its Board of Directors had approved a $ 150,000 increase to the authorization for the Company’s stock repurchase program.

On February 19, 2026, the Company announced that its Board of Directors had approved an additional $ 150,000 increase to the existing authorization for the Company’s stock repurchase program, for a total authorization of $ 400,000 that has no fixed expiration date.

As of March 31, 2026, the Company had $ 75,795 of capacity remaining under its stock repurchase authorization.

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

to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act.

Repurchases may be effected pursuant 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.

2 unchanged sentences

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:

The components of net changes in stockholders’ equity for the three months ended March 31, 2025 are as follows:

Laureate Education, Inc.

11 unchanged sentences

Balance at March 31, 2025 148,810 $ 596 $ 1,114,504 $ 246,273 $ ( 452,874 ) $ ( 2,464 ) $ 906,035

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.

During the three months ended March 31, 2026 and 2025, the Company recorded share-based compensation expense for restricted stock unit awards of $ 2,616 and $ 2,463 , respectively.

Accumulated Other Comprehen sive Income (Loss)

3 unchanged sentences

The components of these balances were as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Laureate Education, Inc.

6 unchanged sentences

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.

The tax provisions for the three months ended March 31, 2026 and 2025 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.

For the three months ended March 31, 2026, the Company recognized an income tax benefit of $ 5,711 , as compared to income tax expense of $( 2,517 ) in the prior-year period.

Earnings Per Share

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The following tables summarize the computations of basic and diluted earnings per share:

For the three months ended September 30, 2025 2024

For the three months ended March 31, 2026 2025

Numerator used in basic and diluted earnings per common share for continuing operations:

Income from continuing operations $ 34,373 $ 85,331

Loss from continuing operations $ ( 21,594 ) $ ( 19,766 )

Loss attributable to noncontrolling interests — 57

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

Net loss from continuing operations for basic and diluted earnings per share $ ( 21,594 ) $ ( 19,709 )

Numerator used in basic and diluted earnings per common share for discontinued operations:

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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 weighted average shares outstanding 142,294 147,563

Basic and diluted earnings (loss) per share:

Income from continuing operations $ 0.74 $ 1.31

Loss from continuing operations $ ( 0.15 ) $ ( 0.13 )

Income from discontinued operations — —

Basic and diluted earnings per share $ 0.74 $ 1.31

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

Basic and diluted loss per share $ ( 0.15 ) $ ( 0.13 )

The following table summarizes the number of stock options and restricted stock units that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the three months ended March 31,

Stock options 294 316

Restricted stock units 962 1,179

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.

Legal and Regulatory Matters

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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

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the March 31, 2025 balance.

The March 31, 2026 and March 31, 2025 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025:

March 31, 2026 March 31, 2025 December 31, 2025

Cash and cash equivalents $ 157,353 $ 109,776 $ 146,703

2 unchanged sentences

Restricted cash represents cash that is not immediately available for use in current operations.

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 .

Supplemental Noncash Information

During the three months ended March 31, 2026, the Company recorded additional operating lease right-of-use assets and operating lease liabilities of approximately $ 134,000 that were predominantly related to the extension of leases for campus real estate in our Mexico segment.

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 1. Financial Statements