What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-30 · 194 added, 81 removed, 306 unchanged (47% of the section changed)

71 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 March 31, 2026:

The following information for our reportable segments is presented as of June 30, 2026:

Institutions Enrollment 2026 YTD Revenues

85 unchanged sentences

• Segment Results.

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

Summary Comparison of Consolidated Results

Comparison of Consolidated Results for the Three Months Ended June 30, 2026 and 2025

Better/(Worse)

3 unchanged sentences

General and administrative expenses 14.2 13.5 (5) %

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

Operating income 223.4 193.3 16 %

Interest expense, net of interest income (2.7) (1.7) (59) %

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

Loss from continuing operations before income taxes

Other non-operating expense (2.0) (24.8) 92 %

Income from continuing operations before income taxes 218.8 166.8 31 %

Income tax expense (81.7) (69.4) (18) %

Income from continuing operations 137.1 97.4 41 %

Loss from discontinued operations, net of tax — — nm

Net income 137.1 97.4 41 %

Net income attributable to noncontrolling interests — (2.3) (100) %

Net income attributable to Laureate Education, Inc.

$ 137.1 $ 95.1 44 %

Income tax benefit (expense) 5.7 (2.5) nm

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

nm - percentage changes not meaningful

Comparison of Consolidated Results for the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025

Revenues increased by $91.7 million to $615.9 million for the three months ended June 30, 2026 (the 2026 fiscal quarter) from $524.2 million for the three months ended June 30, 2025 (the 2025 fiscal quarter).

The increase was attributable to:

(1) a net change in foreign currency exchange rates which increased revenues by $51.1 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter;

(2) the effect of higher average total enrollment at our institutions during the 2026 fiscal quarter, which increased revenues by $31.8 million compared to the 2025 fiscal quarter;

and (3) the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which increased revenues by $8.9 million, compared to the 2025 fiscal quarter.

These increases were partially offset by changes in Other Corporate and Eliminations which accounted for a decrease in revenues of $0.1 million.

Direct costs and general and administrative expenses combined increased by $61.5 million to $392.4 million for the 2026 fiscal quarter from $330.9 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 $33.1 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol 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 $27.9 million, primarily due to the result of higher enrollment at our institutions.

Other Corporate expenses accounted for an increase in costs of $0.5 million for the 2026 fiscal quarter compared to the 2025 fiscal quarter.

Operating income increased by $30.1 million to $223.4 million for the 2026 fiscal quarter from $193.3 million for the 2025 fiscal quarter, driven by higher operating income at our Peru and Mexico segments.

Other non-operating expense decreased by $22.8 million to $2.0 million for the 2026 fiscal quarter from $24.8 million for the 2025 fiscal quarter.

This decrease was primarily attributable to a smaller foreign currency exchange loss during the 2026 fiscal quarter compared to the 2025 fiscal quarter for a change of $23.6 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements.

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

Income tax expense increased by $12.3 million to $81.7 million for the 2026 fiscal quarter from $69.4 million for the 2025 fiscal quarter.

This increase was partially attributable to the year-over-year effect of higher pretax income during the 2026 fiscal quarter as compared to the 2025 fiscal quarter as well as the year-over-year effect of a discrete tax benefit that was recorded during the 2025 fiscal quarter upon resolution of a tax contingency related to a dormant subsidiary.

Comparison of Consolidated Results for the Six Months Ended June 30, 2026 and 2025

Better/(Worse)

(in millions) 2026 2025 2026 vs.

Revenues $ 888.5 $ 760.3 17 %

Direct costs 667.2 555.7 (20) %

General and administrative expenses 25.4 24.5 (4) %

Operating income 195.9 180.1 9 %

Interest expense, net of interest income (3.9) (2.6) (50) %

Other non-operating expense (0.6) (28.0) 98 %

Income from continuing operations before income taxes 191.5 149.5 28 %

Income tax expense (76.0) (71.9) (6) %

Income from continuing operations 115.5 77.7 49 %

Income from discontinued operations, net of tax

— 0.2 (100) %

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

Net loss attributable to noncontrolling interests

Net loss attributable to Laureate Education, Inc.

Net income 115.5 77.9 48 %

Net income attributable to noncontrolling interests — (2.3) (100) %

Net income attributable to Laureate Education, Inc.

$ 115.5 $ 75.6 53 %

nm - percentage changes not meaningful

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.

Comparison of Consolidated Results for the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Revenues increased by $128.2 million to $888.5 million for the six months ended June 30, 2026 (the 2026 fiscal period) from $760.3 million for the six months ended June 30, 2025 (the 2025 fiscal period).

The increase in revenues was attributable to:

(1) a net change in foreign currency exchange rates which increased revenues by $85.9 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal period;

(2) the effect of higher average total enrollment at our institutions during the 2026 fiscal period, which increased revenues by $41.5 million compared to the 2025 fiscal period;

and (3) the effect of changes in product mix, pricing and timing, which increased revenues by $0.9 million compared to the 2025 fiscal period 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 period as compared to the 2025 fiscal quarter.

Corporate accounted for the remaining difference of $0.1 million.

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 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.

Direct costs and general and administrative expenses combined increased by $112.4 million to $692.6 million for the 2026 fiscal period from $580.2 million for the 2025 fiscal period.

This increase was primarily driven by the effect of a net change in foreign currency exchange rates, which increased direct costs by $68.0 million, mainly due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal period.

Additionally, the increase was attributable to the effect of operational changes, which increased direct costs by $43.7 million compared to the 2025 fiscal period, primarily due to the result of higher enrollment at our institutions.

Corporate accounted for the remaining difference of $0.7 million.

Operating income increased by $15.8 million to $195.9 million for the 2026 fiscal period from $180.1 million for the 2025 fiscal period.

This change was primarily driven by higher operating income in our Peru segment, partially offset by a lower operating income in our Mexico segment during the 2026 fiscal period compared to the 2025 fiscal period, partially due to an unfavorable effect of the timing of the academic calendar as well as higher depreciation and amortization expenses related to growth initiatives including campus expansions and new campus investments.

Other non-operating expense decreased by $27.4 million to $0.6 million for the 2026 fiscal period from $28.0 million for the 2025 fiscal period.

This decrease was attributable to a smaller foreign currency exchange loss during the 2026 fiscal period compared to the 2025 fiscal period for a change of $27.8 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements.

A decrease in other income accounted for the remaining change of $0.4 million for the 2026 fiscal period.

Income tax expense increased by $4.1 million to $76.0 million for the 2026 fiscal period from $71.9 million for the 2025 fiscal period.

This increase was attributable to higher pretax income for the 2026 fiscal period as compared to the 2025 fiscal period, combined with the net effect of a discrete tax benefit that was recorded during the 2025 fiscal period upon resolution of a tax contingency related to a dormant subsidiary as well as capital redemption tax expense that was recorded in the 2025 fiscal period.

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 loss to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the three months ended June 30, 2026 and 2025:

Better/(Worse)

(in millions) 2026 2025 2026 vs.

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

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

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) %

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

Other income, net (0.4) — nm

Net income $ 137.1 $ 97.4 41 %

Loss from discontinued operations, net of tax — — nm

Income from continuing operations 137.1 97.4 41 %

Income tax expense 81.7 69.4 (18) %

Income from continuing operations before income taxes 218.8 166.8 31 %

Foreign currency exchange loss, net 2.0 25.6 92 %

Other income, net — (0.8) (100) %

Interest expense 4.2 3.1 (35) %

Interest income (1.5) (1.4) 7 %

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

Operating income 223.4 193.3 16 %

Depreciation and amortization 23.0 17.7 (30) %

EBITDA (4.9) 2.9 nm

EBITDA 246.4 211.0 17 %

Share-based compensation expense (a)

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(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 March 31, 2026 and 2025

Comparison of Depreciation and Amortization for the Three Months Ended June 30, 2026 and 2025

Depreciation and amortization increased by $5.3 million to $23.0 million for the 2026 fiscal quarter from $17.7 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.

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the six months ended June 30, 2026 and 2025:

Better/(Worse)

(in millions) 2026 2025 2026 vs.

Net income $ 115.5 $ 77.9 48 %

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

Income from continuing operations 115.5 77.7 49 %

Income tax expense 76.0 71.9 (6) %

Income from continuing operations before income taxes 191.5 149.5 28 %

Foreign currency exchange loss, net 1.0 28.8 97 %

Other income, net (0.5) (0.8) (38) %

Interest expense 7.3 5.5 (33) %

Interest income (3.4) (2.9) 17 %

Operating income 195.9 180.1 9 %

Depreciation and amortization 45.6 33.7 (35) %

EBITDA 241.5 213.8 13 %

Share-based compensation expense (a)

6.7 5.9 (14) %

Adjusted EBITDA $ 248.2 $ 219.8 13 %

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

Comparison of Depreciation and Amortization for the Six Months Ended June 30, 2026 and 2025

Depreciation and amortization increased by $11.9 million to $45.6 million for the 2026 fiscal period from $33.7 million for the 2025 fiscal period, 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 period.

Segment Results

4 unchanged sentences

For a further description of our segments, see Overview.

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

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 March 31, 2026 2025 2026 vs.

For the three months ended June 30, 2026 2025 2026 vs.

Mexico $ 269.0 $ 217.4 24 %

7 unchanged sentences

Consolidated Total Adjusted EBITDA $ 250.6 $ 214.5 17 %

(in millions) % Change

Better/(Worse)

For the six months ended June 30, 2026 2025 2026 vs.

Mexico $ 479.6 $ 406.6 18 %

Peru 408.8 353.6 16 %

Corporate — 0.1 (100) %

Consolidated Total Revenues $ 888.5 $ 760.3 17 %

Adjusted EBITDA:

Mexico $ 112.1 $ 110.4 2 %

Peru 155.8 128.4 21 %

Corporate (19.7) (18.9) (4) %

Consolidated Total Adjusted EBITDA $ 248.2 $ 219.8 13 %

Financial Overview

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

Comparison of Mexico Results for the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025

(in millions) Revenues Direct Costs Adjusted EBITDA

March 31, 2025 $ 189.3 $ 136.3 $ 53.0

June 30, 2025 $ 217.4 $ 160.0 $ 57.4

Enrollment (1)

3 unchanged sentences

Foreign exchange 29.8 21.5 8.3

March 31, 2026 $ 210.6 $ 169.1 $ 41.5

June 30, 2026 $ 269.0 $ 198.4 $ 70.6

(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 increased by $51.6 million, a 24% increase from the 2025 fiscal quarter.

• On a constant currency basis, revenue increased by 10% compared to the 2025 fiscal quarter.

• Revenues from our Mexico segment represented 44% of our consolidated total revenues for the 2026 fiscal quarter, compared to 41% for the 2025 fiscal quarter.

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.

Adjusted EBITDA increased by $13.2 million, a 23% increase from the 2025 fiscal quarter.

• On a constant currency basis, Adjusted EBITDA increased by 9% compared to the 2025 fiscal quarter.

Comparison of Mexico Results for the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2025 $ 406.6 $ 296.2 $ 110.4

Enrollment (1)

Product mix, pricing and timing (1)

Constant currency

13.6 26.1 (12.5)

Foreign exchange 59.4 45.2 14.2

June 30, 2026 $ 479.6 $ 367.5 $ 112.1

Revenues increased by $73.0 million, an 18% increase from the 2025 fiscal period.

• On a constant currency basis, revenue increased by 3%, which is net of an unfavorable impact of approximately $12 million from intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal period compared to the 2025 fiscal period.

• Revenues from our Mexico segment represented 54% of our consolidated total revenues for the 2026 fiscal period, compared to 53% for the 2025 fiscal period.

Adjusted EBITDA increased by $1.7 million, a 2% increase from the 2025 fiscal period.

• On a constant currency basis, Adjusted EBITDA decreased by 11%, primarily driven by an unfavorable effect of intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal period compared to the 2025 fiscal period.

Financial Overview

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

Comparison of Peru Results for the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025

(in millions) Revenues Direct Costs Adjusted EBITDA

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

June 30, 2025 $ 306.7 $ 139.5 $ 167.2

Enrollment (1)

1 unchanged sentence

Constant currency

18.9 7.1 11.8

Foreign exchange 21.3 9.5 11.8

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

June 30, 2026 $ 346.9 $ 156.1 $ 190.8

Revenues increased by $40.2 million, a 13% increase from the 2025 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.

• On a constant currency basis, revenue increased by 6% compared to the 2025 fiscal quarter.

• Revenues from our Peru segment represented 56% of our consolidated total revenues for the 2026 fiscal quarter, compared to 59% for the 2025 fiscal quarter.

Adjusted EBITDA increased by $23.6 million, a 14% 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.

• On a constant currency basis, Adjusted EBITDA increased by 7% compared to the 2025 fiscal quarter.

Comparison of Peru Results for the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2025 $ 353.6 $ 225.2 $ 128.4

Enrollment (1)

Product mix, pricing and timing (1)

Constant currency

28.7 9.9 18.8

Foreign exchange 26.5 17.9 8.6

June 30, 2026 $ 408.8 $ 253.0 $ 155.8

Revenues increased by $55.2 million, a 16% increase from the 2025 fiscal period.

• On a constant currency basis, revenues increased by 8% .

• Revenues from our Peru segment represented 46% of our consolidated total revenues for the 2026 fiscal period compared to 47% for the 2025 fiscal period.

Adjusted EBITDA increased by $27.4 million, a 21% increase from the 2025 fiscal period.

• On a constant currency basis, Adjusted EBITDA increased by 15% compared to the 2025 fiscal period.

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

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

Comparison of Corporate Results for the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025

Better/(Worse)

3 unchanged sentences

Adjusted EBITDA $ (10.8) $ (10.2) (6) %

Comparison of Corporate Results for the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Better/(Worse)

(in millions) 2026 2025 2026 vs.

Revenues $ — $ 0.1 (100) %

Expenses 19.7 19.0 (4) %

Adjusted EBITDA $ (19.7) $ (18.9) (4) %

Liquidity and Capital Resources

2 unchanged sentences

Our primary source of cash is revenue from tuition charged to students in connection with our various education program offerings.

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

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

As of June 30, 2026, our cash and cash equivalents were $161.7 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 March 31, 2026, the Company had $75.0 million outstanding balance borrowed under the Revolving Credit Facility.

As of June 30, 2026, the Company had an outstanding balance of $75.0 million 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 $5.6 million as of March 31, 2026 and $5.4 million as of December 31, 2025.

Our liquidity is affected by restricted cash balances, which totaled $5.7 million as of June 30, 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 March 31, 2026, $147.9 million of our total $157.4 million of cash and cash equivalents were held by foreign subsidiaries.

As of June 30, 2026, $154.9 million of our total $161.7 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 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.

As of June 30, 2026, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $64.4 million .

In addition, our finance lease obligations were $83.8 million.

On June 30, 2026, a Laureate subsidiary in Peru, Universidad Privada del Norte (UPN), entered into an agreement to borrow PEN 205 million (approximately $60 million at June 30, 2026).

The loan bears interest at a fixed rate of 6.45% per annum and interest payments are due quarterly.

Quarterly principal payments in the amount of PEN 10 million ($3 million at June 30, 2026) are payable beginning in October 2028 through the loan’s maturity date in July 2033.

As of June 30, 2026, there was no balance outstanding on this loan as the proceeds were not received until early July 2026.

The terms of the loan specify that the proceeds may be used for financing or paying capital expenditures, as well as refinancing working capital lines of credit or other debt.

In July 2026, UPN used approximately $41 million of the total proceeds to repay working capital lines of credit and expects to use the remaining loan proceeds to fund capital expenditures related to campus expansions.

As collateral for the loan, UPN pledged assets at four of its campus locations.

The loan carries certain quarterly financial covenants that become effective September 30, 2026 .

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

As of June 30, 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 March 31, 2026.

We were in compliance with those covenants as of June 30, 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 March 31, 2026 and December 31, 2025, the present value of operating lease liabilities was $506.9 million and $387.8 million, respectively.

As of June 30, 2026 and December 31, 2025, the present value of operating lease liabilities was $511.9 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 $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.

Our total capital expenditures, excluding receipts from the sale of property and equipment, were $35.5 million and $17.9 million during the six months ended June 30, 2026 and 2025, respectively.

The increase in capital expenditures was driven by higher equipment purchases in Mexico and increased expenditures for campus construction projects in Peru during the 2026 fiscal period compared to the 2025 fiscal period.

Share Repurchase Programs

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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.

As of June 30, 2026, the Company had $0.2 million of capacity remaining under its stock repurchase authorization.

On July 30, 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, which has no fixed expiration date.

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.

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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 three months ended March 31, 2026 and 2025:

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025:

(in millions) 2026 2025

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Net change in cash and cash equivalents and restricted cash $ 15.3 $ 44.2

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

Comparison of Cash Flows for the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Operating Activities

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.

Cash provided by operating activities increased by $41.1 million to $172.9 million for the 2026 fiscal period from $131.8 million for the 2025 fiscal period.

This increase in operating cash flows was primarily attributable to higher operating income combined with the net effect of changes in operating assets and liabilities, which increased operating cash by $62.5 million compared to the 2025 fiscal period.

This increase was partially offset by higher cash paid for taxes in Mexico and Peru of $20.2 million, from $63.1 million for the 2025 fiscal period to $83.3 million for the 2026 fiscal period, due to higher estimated tax payments and tax audit payments during the 2026 fiscal period as compared to the 2025 fiscal period, as well as a year-over-year increase in the taxes that were payable upon filing the annual tax returns, due to an increase in taxable income.

In addition, there was an increase in cash paid for interest of $1.2 million, from $4.8 million for the 2025 fiscal period to $6.0 million for the 2026 fiscal period, due to higher average debt balances.

Investing Activities

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.

Cash used in investing activities increased by $17.8 million to $(35.5) million for the 2026 fiscal period from $(17.7) million for the 2025 fiscal period.

This increase in investing cash outflows was attributable to higher capital expenditures in both Mexico and Peru totaling $17.6 million during the 2026 fiscal period compared to the 2025 fiscal period.

Other items accounted for the remaining difference of $0.2 million.

Financing Activities

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.

Cash used in financing activities increased by $48.9 million to $(122.7) million for the 2026 fiscal period from $(73.8) million for the 2025 fiscal period.

This increase in financing cash outflows was primarily attributable to a $114.3 million increase in common stock repurchases during the 2026 fiscal period compared to the 2025 fiscal period.

This change was partially offset by $67.4 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 period.

Other items accounted for the remaining difference of $2.0 million.

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

During the six months ended June 30, 2026, there were no significant changes to our critical accounting policies.

Recently Adopted Accounting Standards

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis