What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-30 · 103 added, 213 removed, 284 unchanged (53% of the section changed)

25 unchanged sentences

• the fluctuations in revenues due to seasonality;

• the risks associated with disruptions to our computer networks and other cybersecurity incidents, including misappropriation of personal or proprietary information;

• the risks associated with disruptions to our computer networks and information systems and other cybersecurity incidents, including misappropriation of personal or proprietary information;

• the risks associated with protests, strikes or natural or other disasters;

• our ability to attract and retain key personnel;

• the risks and uncertainties associated with an epidemic, pandemic or other public health emergency including, but not limited to, effects on student enrollment, tuition pricing, and collections in future periods;

• our ability to maintain proper and effective internal controls necessary to produce accurate financial statements on a timely basis;

• the risks associated with indebtedness and disruptions to credit and equity markets;

4 unchanged sentences

We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the MD&A) is provided to assist readers of the financial statements in understanding the results of operations, financial condition and cash flows of Laureate Education, Inc.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided to assist readers of the financial statements in understanding the results of operations, financial condition and cash flows of Laureate Education, Inc.

This MD&A should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-Q.

34 unchanged sentences

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

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

The following information for our reportable segments is presented as of March 31, 2026:

Institutions Enrollment 2026 YTD Revenues

4 unchanged sentences

5 507,700 $ 272.6 100 %

(1) Amounts related to Corporate were immaterial and are not separately presented.

Our operations are outside of the United States and are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address.

14 unchanged sentences

Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries.

See “Item IA—Risk Factors—Risks Relating to Our Business—If we do not effectively manage our growth and business, our results of operations may be materially adversely affected” in our 2025 Form 10-K.

Regulatory Environment and Other Matters

8 unchanged sentences

New enrollments provide an indication of future revenue trends.

Total enrollment is a function of continuing student enrollments, new student enrollments and enrollments from acquisitions, offset by graduations, attrition and enrollment decreases due to dispositions.

defined as a student leaving the institution before completion of the program.

Total enrollment is a function of continuing student enrollments and new student enrollments, offset by graduations and attrition.

Attrition is defined as a student leaving the institution before completion of the program.

To minimize attrition, we have implemented programs that involve assisting students in remedial education, mentoring, counseling and student financing.

1 unchanged sentence

Each institution has a “Primary Intake” period during the academic year in which the majority of the enrollment occurs.

Each institution also has a smaller “Secondary Intake” period.

Each institution also has a

smaller “Secondary Intake” period.

Our Peruvian institutions have their Primary Intake during the first calendar quarter and a Secondary Intake during the third calendar quarter.

3 unchanged sentences

Principal Components of Income Statement

The majority of our revenue is derived from tuition and educational services.

The majority of our revenue is derived from tuition revenue from enrolled students.

The amount of tuition generated in a given period depends on the price per credit hour and the total credit hours or price per program taken by the enrolled student population.

2 unchanged sentences

Revenues are recognized net of scholarships and other discounts, refunds and waivers.

In addition to tuition revenues, we generate other revenues from student fees and other education-related activities.

In addition to tuition revenues, we 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.

14 unchanged sentences

dollar and currency exchange rates” in our 2025 Form 10‑K.

In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year, and excludes the impact of acquisitions and divestitures.

In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year.

Our institutions have a summer break during which classes are generally not in session and minimal revenues are recognized.

14 unchanged sentences

The following discussion of the results of our operations is organized as follows:

• Summary Comparison of Consolidated Results;

• Comparison of Consolidated Results;

• Non-GAAP Financial Measure;

• Segment Results.

Summary Comparison of Consolidated Results

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

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Revenues $ 400.2 $ 368.6 9 %

Direct costs 316.5 286.0 (11) %

General and administrative expenses 12.2 10.6 (15) %

Operating income 71.5 72.0 (1) %

Interest expense, net of interest income (0.5) (2.6) 81 %

Other non-operating (expense) income (2.2) 15.4 (114) %

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

Income tax (expense) benefit (34.5) 0.5 nm

Income from continuing operations 34.4 85.3 (60) %

Income from discontinued operations, net of tax

Net income 34.4 85.3 (60) %

Net loss attributable to noncontrolling interests 0.1 0.1 — %

Net income attributable to Laureate Education, Inc.

$ 34.5 $ 85.5 (60) %

nm - percentage changes not meaningful

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

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

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

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

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

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

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

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

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

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

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

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

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

This change was primarily attributable to foreign currency exchange loss during the 2025 fiscal quarter compared to a gain during the 2024 fiscal quarter for a change of $16.8 million, mainly related to intercompany loan arrangements.

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

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

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

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

Comparison of Consolidated Results for the Three Months Ended March 31, 2026 and 2025

Better/(Worse)

3 unchanged sentences

General and administrative expenses 11.1 11.0 (1) %

Operating income 251.6 249.8 1 %

Operating loss (27.5) (13.2) (108) %

Interest expense, net of interest income (1.2) (0.8) (50) %

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

Income from continuing operations before income taxes

Other non-operating income (expense) 1.5 (3.2) 147 %

Loss from continuing operations before income taxes

(27.3) (17.3) (58) %

Income tax expense (106.3) (72.5) (47) %

Income from continuing operations 112.0 202.5 (45) %

Income tax benefit (expense) 5.7 (2.5) nm

Loss from continuing operations (21.6) (19.8) (9) %

Income from discontinued operations, net of tax

— 0.2 (100) %

Net income 112.3 202.8 (45) %

Net loss (21.6) (19.6) (10) %

Net loss attributable to noncontrolling interests

Net income attributable to Laureate Education, Inc.

Net loss attributable to Laureate Education, Inc.

$ (21.6) $ (19.5) (11) %

nm - percentage changes not meaningful

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

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

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

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

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

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

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

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

Comparison of Consolidated Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Revenues increased by $36.4 million to $272.6 million for the three months ended March 31, 2026 (the 2026 fiscal quarter) from $236.2 million for the three months ended March 31, 2025 (the 2025 fiscal quarter).

This increase in revenues was primarily driven by a net change in foreign currency exchange rates, which increased revenues by $34.8 million, mainly due to the strengthening of the Mexican peso against the USD compared to the 2025 fiscal quarter.

In addition, the increase was attributable to the effect of higher average total enrollment at our institutions, which increased revenues by $9.6 million compared to the 2025 fiscal quarter.

These increases in revenues were partially offset by changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which decreased revenues by $7.9 million compared to the 2025 fiscal quarter and included a net unfavorable effect of approximately $9 million from intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal quarter as compared to the 2025 fiscal quarter.

Corporate accounted for the remaining difference of $0.1 million.

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

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

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

Direct costs and general and administrative expenses combined increased by $50.7 million to $300.1 million for the 2026 fiscal quarter from $249.4 million for the 2025 fiscal quarter.

This increase was primarily driven by the effect of a net change in foreign currency exchange rates, which increased direct costs by $34.9 million, mainly due to the strengthening of the Mexican peso against the USD compared to the 2025 fiscal quarter.

Additionally, the increase was attributable to the effect of operational changes, which increased direct costs by $15.8 million compared to the 2025 fiscal quarter, primarily due to the result of higher enrollment at our institutions.

Operating loss increased by $14.3 million to $(27.5) million for the 2026 fiscal quarter from $(13.2) million for the 2025 fiscal quarter.

This change was primarily driven by lower operating income in our Mexico segment, due to the unfavorable effect of the timing of the academic calendar combined with the strengthening of the Mexican peso against the USD, in addition to higher depreciation and amortization expenses related to growth initiatives including campus expansions and new campus investments compared to the 2025 fiscal quarter.

This decrease was partially offset by lower operating loss in our Peru segment during the 2026 fiscal quarter compared to the 2025 fiscal quarter due in part to a favorable effect of the timing of the academic calendar.

Other non-operating income (expense) changed by $4.7 million to income of $1.5 million for the 2026 fiscal quarter from an expense of $(3.2) million for the 2025 fiscal quarter.

This change was attributable to:

(1) a loss on foreign currency exchange during the 2025 fiscal period compared to a gain during the 2024 fiscal period for a change of $67.5 million, mainly related to intercompany loan arrangements;

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

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

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

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

(1) a gain on foreign currency exchange during the 2026 fiscal quarter compared to a loss during the 2025 fiscal quarter for a change of $4.2 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements;

and (2) an increase in other income of $0.5 million for the 2026 fiscal quarter.

Income tax benefit (expense) changed by $8.2 million to a benefit of $5.7 million for the 2026 fiscal quarter from an expense of $(2.5) million for the 2025 fiscal quarter.

This change mainly resulted from the year-over-year effect of a larger pretax loss during the 2026 fiscal quarter as compared to the 2025 fiscal quarter due primarily to the net unfavorable effect of intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal quarter than in the 2025 fiscal quarter.

In addition, there was a decrease in the statutory interest on certain tax liabilities that is recorded as a component of income tax expense, due to a reduction in the required statutory interest rate as well as a lower average balance of these tax liabilities during the 2026 fiscal quarter as compared to the 2025 fiscal quarter.

Non-GAAP Financial Measure

5 unchanged sentences

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

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

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Net income $ 34.4 $ 85.3 (60) %

Income from discontinued operations, net of tax — — nm

Income from continuing operations 34.4 85.3 (60) %

Income tax expense (benefit) 34.5 (0.5) nm

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

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

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

Interest expense 2.6 5.0 48 %

Interest income (2.1) (2.4) (13) %

Operating income 71.5 72.0 (1) %

Depreciation and amortization 19.6 16.6 (18) %

EBITDA 91.1 88.6 3 %

Share-based compensation expense (a)

3.8 2.8 (36) %

Adjusted EBITDA $ 94.8 $ 91.4 4 %

nm - percentage changes not meaningful

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

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

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

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

The following table presents Adjusted EBITDA and reconciles Net loss to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Better/(Worse)

(in millions) 2026 2025 2026 vs.

Net income $ 112.3 $ 202.8 (45) %

Net loss $ (21.6) $ (19.6) (10) %

Income from discontinued operations, net of tax — (0.2) (100) %

Income from continuing operations 112.0 202.5 (45) %

Income tax expense 106.3 72.5 (47) %

Income from continuing operations before income taxes

Loss from continuing operations (21.6) (19.8) (9) %

Income tax (benefit) expense (5.7) 2.5 nm

Loss from continuing operations before income taxes

(27.3) (17.3) (58) %

Loss on disposal of subsidiaries, net — 3.1 100 %

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

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

Foreign currency exchange (gain) loss, net (1.0) 3.2 131 %

Other income, net (0.4) — nm

Interest expense 3.1 2.4 (29) %

Interest income (1.9) (1.5) 27 %

Operating income 251.6 249.8 1 %

Operating loss (27.5) (13.2) (108) %

Depreciation and amortization 22.6 16.1 (40) %

EBITDA 304.9 301.9 1 %

EBITDA (4.9) 2.9 nm

Share-based compensation expense (a)

3 unchanged sentences

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

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

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

Comparison of Depreciation and Amortization for the Three Months Ended March 31, 2026 and 2025

Depreciation and amortization increased by $6.5 million to $22.6 million for the 2026 fiscal quarter from $16.1 million for the 2025 fiscal quarter, which was primarily attributable to equipment purchases and campus improvements in Mexico related to growth initiatives including campus expansions and new campus investments that resulted in a higher depreciable asset base, combined with the strengthening of the Mexican peso against the USD compared to the 2025 fiscal quarter.

Segment Results

2 unchanged sentences

For purposes of the following comparison of results discussion, “ segment direct costs ” represent direct costs incurred by the segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets and share-based compensation expense have been excluded.

Organic enrollment is based on average total enrollment for the period.

Enrollment is based on average total enrollment for the period.

For a further description of our segments, see Overview.

The following tables, derived from our consolidated financial statements included elsewhere in this Form 10-Q, present selected financial information of our segments:

(in millions) % Change

Better/(Worse)

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

Mexico $ 194.8 $ 182.5 7 %

Peru 205.3 186.1 10 %

Corporate — — nm

Consolidated Total Revenues $ 400.2 $ 368.6 9 %

Adjusted EBITDA:

Mexico $ 25.7 $ 20.0 29 %

Peru 78.1 79.8 (2) %

Corporate (8.9) (8.3) (7) %

Consolidated Total Adjusted EBITDA $ 94.8 $ 91.4 4 %

The following table, derived from our consolidated financial statements included elsewhere in this Form 10-Q, present selected financial information of our segments:

(in millions) % Change

Better/(Worse)

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

For the three months ended March 31, 2026 2025 2026 vs.

Mexico $ 210.6 $ 189.3 11 %

7 unchanged sentences

Consolidated Total Adjusted EBITDA $ (2.3) $ 5.4 (143) %

nm - percentage changes not meaningful

Financial Overview

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

Comparison of Mexico Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

(in millions) Revenues Direct Costs Adjusted EBITDA

September 30, 2024 $ 182.5 $ 162.5 $ 20.0

Organic enrollment (1)

March 31, 2025 $ 189.3 $ 136.3 $ 53.0

Enrollment (1)

Product mix, pricing and timing (1)

Organic constant currency 9.4 4.5 4.9

Constant currency

(8.3) 9.1 (17.4)

Foreign exchange 29.6 23.7 5.9

September 30, 2025 $ 194.8 $ 169.1 $ 25.7

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

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

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

March 31, 2026 $ 210.6 $ 169.1 $ 41.5

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

Revenues increased by $21.3 million, an 11% increase from the 2025 fiscal quarter.

• On a constant currency basis, revenue decreased by 4%, primarily driven by an unfavorable impact of approximately $12 million from intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal quarter compared to the 2025 fiscal quarter.

• Revenues from our Mexico segment represented 77% of our consolidated total revenues for the 2026 fiscal quarter, compared to 80% for the 2025 fiscal quarter.

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

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

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

(in millions) Revenues Direct Costs Adjusted EBITDA

September 30, 2024 $ 615.2 $ 487.1 $ 128.1

Organic enrollment (1)

Product mix, pricing and timing (1)

Organic constant currency 52.2 25.3 26.9

Foreign exchange (65.9) (47.0) (18.9)

September 30, 2025 $ 601.5 $ 465.4 $ 136.1

Revenues decreased by $13.7 million, a 2% decrease from the 2024 fiscal period.

• Revenue for the 2025 fiscal period was unfavorably affected by the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

• On an organic constant currency basis, revenue increased by 8% compared to the 2024 fiscal period.

• Revenues from our Mexico segment represented 52% of our consolidated total revenues for the 2025 fiscal period, compared to 54% for the 2024 fiscal period.

Adjusted EBITDA increased by $8.0 million, a 6% increase from the 2024 fiscal period, driven by revenue growth, partially offset by the weakening of the Mexican peso against the USD.

• On an organic constant currency basis, Adjusted EBITDA increased by 21% compared to the 2024 fiscal period.

Adjusted EBITDA decreased by $11.5 million, a 22% decrease from the 2025 fiscal quarter.

• On a constant currency basis, Adjusted EBITDA decreased by 33%, primarily driven by an unfavorable effect of intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal quarter compared to the 2025 fiscal quarter.

Financial Overview

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

Comparison of Peru Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

(in millions) Revenues Direct Costs Adjusted EBITDA

September 30, 2024 $ 186.1 $ 106.3 $ 79.8

Organic enrollment (1)

March 31, 2025 $ 46.9 $ 85.7 $ (38.8)

Enrollment (1)

Product mix, pricing and timing (1)

Organic constant currency 6.3 13.2 (6.9)

Constant currency

Foreign exchange 5.2 8.4 (3.2)

September 30, 2025 $ 205.3 $ 127.2 $ 78.1

March 31, 2026 $ 62.0 $ 96.9 $ (34.9)

Revenues increased by $15.1 million, a 32% increase from the 2025 fiscal quarter.

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

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

• On a constant currency basis, revenues increased by 21% and were favorably affected by approximately $3 million from intra-year academic calendar timing in the 2026 fiscal quarter as compared to the 2025 fiscal quarter.

• Revenues from our Peru segment represented 23% of our consolidated total revenues for the 2026 fiscal quarter compared to 20% for the 2025 fiscal quarter.

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

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

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

(in millions) Revenues Direct Costs Adjusted EBITDA

September 30, 2024 $ 528.0 $ 318.6 $ 209.4

Organic enrollment (1)

Product mix, pricing and timing (1)

Organic constant currency 11.0 22.0 (11.0)

Foreign exchange 19.9 11.8 8.1

September 30, 2025 $ 558.9 $ 352.4 $ 206.5

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

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

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

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

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

Adjusted EBITDA increased by $3.9 million, a 10% increase from the 2025 fiscal quarter.

• On a constant currency basis, Adjusted EBITDA increased by 18% compared to the 2025 fiscal quarter, due in part to a favorable effect from academic calendar timing.

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

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

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Revenues $ — $ — nm

Expenses 8.9 8.3 (7) %

Adjusted EBITDA $ (8.9) $ (8.3) (7) %

nm - percentage changes not meaningful

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

Comparison of Corporate Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Better/(Worse)

8 unchanged sentences

Essentially all of our revenues are generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru.

We anticipate generating sufficient cash flow from operations in both countries in which we operate to satisfy the working capital and financing needs of our organic growth plans for each country.

We anticipate generating sufficient cash flow from operations in the countries in which we operate to satisfy the working capital and financing needs of our organic growth plans for each country.

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

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

As of March 31, 2026, our cash and cash equivalents were $157.4 million.

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

1 unchanged sentence

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

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

As of March 31, 2026, the Company had $75.0 million outstanding balance borrowed under the Revolving Credit Facility.

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

Liquidity Restrictions

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

Our liquidity is affected by restricted cash balances, which totaled $5.6 million as of March 31, 2026 and $5.4 million as of December 31, 2025.

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

1 unchanged sentence

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

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

As of March 31, 2026, $147.9 million of our total $157.4 million of cash and cash equivalents were held by foreign subsidiaries.

As of December 31, 2025, $130.4 million of our total $146.7 million of cash and cash equivalents were held by foreign subsidiaries.

11 unchanged sentences

and payments of other third-party obligations.

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

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

As of March 31, 2026, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $63.9 million.

In addition, our finance lease obligations were $78.2 million.

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.

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 those covenants as of September 30, 2025.

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

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

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

As of March 31, 2026 and December 31, 2025, the present value of operating lease liabilities was $506.9 million and $387.8 million, respectively.

Capital Expenditures

9 unchanged sentences

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

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

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

Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $8.3 million and $4.6 million during the three months ended March 31, 2026 and 2025, respectively.

The increase in capital expenditures was driven by higher equipment purchases in Mexico during the 2026 fiscal quarter compared to the 2025 fiscal quarter.

Share Repurchase Programs

On September 13, 2024, the Company announced that its Board of Directors had approved a stock repurchase program to acquire up to $100 million of the Company’s common stock.

The Company’s 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 also be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act.

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

On October 30, 2025, the Company announced that its Board of Directors had approved a $150 million 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 million increase to the existing authorization for the Company’s stock repurchase program, for a total authorization of $400 million that has no fixed expiration date.

As of March 31, 2026, the Company had $75.8 million 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.

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

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

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

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

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

1 unchanged sentence

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

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

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:

(in millions) 2026 2025

6 unchanged sentences

Net change in cash and cash equivalents and restricted cash $ 10.9 $ 19.1

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

Comparison of Cash Flows for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Operating Activities

Cash provided by operating activities increased by $80.8 million to $272.8 million for the 2025 fiscal period from $192.0 million for the 2024 fiscal period.

This increase in operating cash flows was attributable to:

(1) the net effect of changes in operating assets and liabilities as well as higher operating income, which increased operating cash by $45.7 million compared to the 2024 fiscal period;

(2) lower cash paid for taxes of $29.0 million, from $130.6 million for the 2024 fiscal period to $101.6 million for the 2025 fiscal period, primarily related to taxes paid during the 2024 fiscal period as a result of the distribution of certain intercompany loans;

and (3) lower cash paid for interest of $6.1 million, from $13.1 million for the 2024 fiscal period to $7.0 million for the 2025 fiscal period, mostly due to lower average debt balances.

Cash provided by operating activities increased by $4.1 million to $61.9 million for the 2026 fiscal quarter from $57.8 million for the 2025 fiscal quarter.

This increase in operating cash flows was primarily attributable to the net effect of changes in operating assets and liabilities, which increased operating cash by $14.0 million compared to the 2025 fiscal quarter.

This increase was partially offset by higher cash paid for taxes in Mexico and Peru of $9.6 million, from $18.5 million for the 2025 fiscal quarter to $28.1 million for the 2026 fiscal quarter, due to an increase in the taxes that were payable during the 2026 fiscal quarter upon filing the 2025 annual tax returns, as compared to the taxes that were payable during the 2025 fiscal quarter upon filing the 2024 annual tax returns, attributable to an increase in year-over-year taxable income for tax year 2025 compared to tax year 2024.

In addition, there was an increase in cash paid for interest of $0.3 million, from $2.0 million for the 2025 fiscal quarter to $2.3 million for the 2026 fiscal quarter, due to higher average debt balances.

Investing Activities

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

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

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

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

Cash used in investing activities increased by $3.7 million to $(8.3) million for the 2026 fiscal quarter from $(4.6) million for the 2025 fiscal quarter.

This increase in investing cash outflows was attributable to higher capital expenditures of $3.7 million during the 2026 fiscal quarter compared to the 2025 fiscal quarter, driven by higher equipment purchases in Mexico.

Financing Activities

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

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

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

Cash used in financing activities increased by $6.7 million to $(41.3) million for the 2026 fiscal quarter from $(34.6) million for the 2025 fiscal quarter.

This increase in financing cash outflows was primarily attributable to a $68.7 million increase in common stock repurchases during the 2026 fiscal quarter compared to the 2025 fiscal quarter.

This change was partially offset by $63.9 million of higher net proceeds from debt borrowings on the Revolving Credit Facility to partially fund the Company’s share repurchases during the 2026 fiscal quarter.

Other items accounted for the remaining difference of $1.9 million.

6 unchanged sentences

For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies and Estimates” section of the MD&A in our 2025 Form 10-K.

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

During the three months ended March 31, 2026, there were no significant changes to our critical accounting policies.

Recently Adopted Accounting Standards

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis