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What changed in Adtalem Global Education Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Adtalem Global Education Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+347 added−392 removedSource: 10-K (2025-08-07) vs 10-K (2024-08-06)

Top changes in Adtalem Global Education Inc.'s 2025 10-K

347 paragraphs added · 392 removed · 285 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

85 edited+21 added−34 removed68 unchanged
Biggest changeWith the approval of its change in ownership, Walden has the ability to request ED approval for new programs. ED has recently allowed reductions in our letters of credit totaling $90.8 million. On January 31, 2024, ED allowed a $76.2 million letter of credit in favor of ED to expire without any requirement for Adtalem to renew it.
Biggest changeWe do not believe these requirements will have a material effect on Adtalem’s financial position or results of operations. With the approval of its change in ownership, Walden has the ability to request ED approval for new programs. As of June 30, 2025, Adtalem had $179.0 million of letters of credit outstanding in favor of ED.
ED also included a six-year statute of limitations for recovery of funds from institutions. These changes would increase financial liability and reputational risk for Adtalem. However, the updated rules have not yet been implemented due to pending litigation from another party based on the Administrative Procedure Act and other legal theories.
ED also included a six-year statute of limitations for recovery of funds from institutions. These changes would increase financial liability risk and reputational risk for Adtalem. However, the updated rules have not yet been implemented due to pending litigation from another party based on the Administrative Procedure Act and other legal theories.
As more campus-based institutions offer online programs, the competition for online higher education has been growing. Typically, public universities charge lower tuitions compared with Walden due to state subsidies, government grants, and access to other financial resources. On the other hand, tuition at private non-profit institutions is higher than the average tuition rates at Walden.
As more campus-based institutions offer online programs, the competition for online higher education has been growing. Typically, public universities charge lower tuition compared with Walden due to state subsidies, government grants, and access to other financial resources. On the other hand, tuition at private non-profit institutions is higher than the average tuition rates at Walden.
Because there are many factors and unknowns, including the future earnings of program graduates, Adtalem is reviewing the regulation to determine what impact, if any, the regulation will have on its programs. In addition, multiple parties are seeking to block enforcement of the FVT/GE rule under the Administrative Procedure Act and other legal theories.
Because there are many factors and unknowns, including the earnings of program graduates, Adtalem is reviewing the regulation to determine what impact, if any, the regulation will have on its programs. In addition, multiple parties are seeking to block enforcement of the FVT/GE rule under the Administrative Procedure Act and other legal theories.
Medical and Veterinary – Offers degree and certificate programs in the medical and veterinary postsecondary education industry. This segment includes the operations of AUC, RUSM, and RUSVM, which are collectively referred to as the “medical and veterinary schools.” Chamberlain Chamberlain was founded in 1889 as Deaconess College of Nursing and acquired by Adtalem in 2005.
Medical and Veterinary – This segment includes the operations of AUC, RUSM, and RUSVM, collectively referred to as the “medical and veterinary schools,” which offers degree and certificate programs in the medical and veterinary postsecondary education industry. Chamberlain Chamberlain was founded in 1889 as Deaconess College of Nursing and acquired by Adtalem in 2005.
Walden also has experience in delivering accelerated course-based programs where students can customize modalities to speed their time to completion and degree completion programs (for example, the RN-BSN). Walden currently offers more than 25 programs/specializations and 1 certificate in a direct assessment competency-based education format through its Tempo® Learning modality.
Walden also has experience in delivering accelerated course-based programs where students can customize modalities to speed their time to completion and degree completion programs (for example, the RN-BSN). Walden currently offers more than 25 programs/specializations and one certificate in a direct assessment competency-based education format through its Tempo Learning® modality.
In Fall 2023, according to data obtained from the American Association of Colleges of Nursing (“AACN”), Chamberlain had the largest pre-licensure program in the U.S. based on total enrollments. In post-licensure nursing education, there are more than 700 institutions offering RN-BSN programs and more than 600 institutions offering MSN programs.
In Fall 2024, according to data obtained from the American Association of Colleges of Nursing (“AACN”), Chamberlain had the largest pre-licensure program in the U.S. based on total enrollments. In post-licensure nursing education, there are more than 700 institutions offering RN-BSN programs and more than 600 institutions offering MSN programs.
In the pre-licensure nursing market, capacity limitations and restricted new student enrollment are common among traditional four-year educational institutions and community colleges. Chamberlain has 23 campuses located in 15 states and an online BSN program offered in 33 states.
In the pre-licensure nursing market, capacity limitations and restricted new student enrollment are common among traditional four-year educational institutions and community colleges. Chamberlain has 23 campuses located in 15 states and an online BSN program offered in 36 states.
The law and regulations governing this requirement have not established clear criteria for compliance in all circumstances, which increased the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation. Administrative Capability The HEA directs ED to assess the administrative capability of each institution to participate in Title IV programs.
The law and regulations 11 Table of Contents governing this requirement have not established clear criteria for compliance in all circumstances, which increased the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation. Administrative Capability The HEA directs ED to assess the administrative capability of each institution to participate in Title IV programs.
In addition to institutional accreditation, Chamberlain has also obtained programmatic accreditation for specific programs. BSN, MSN, DNP, and post-graduate Advanced Practice Registered Nurses (“APRN”) certificate programs are accredited by the Commission on Collegiate Nursing Education (“CCNE”). Chamberlain’s MPH program is accredited by the Council on Education for Public Health. Chamberlain’s MSW program is accredited by the CSWE’s Commission on Accreditation.
In addition to institutional accreditation, Chamberlain has also obtained programmatic accreditation for specific programs. BSN, MSN, DNP, and post-graduate Advanced Practice Registered Nurses (“APRN”) certificate programs are accredited by the Commission on Collegiate Nursing Education (“CCNE”). Chamberlain’s MPH program is accredited by the Council on Education for Public Health (“CEPH”).
The mission of AUC is to train tomorrow’s physicians, whose service to their communities and their patients is enhanced by international learning experiences, a diverse learning community, and an emphasis on social accountability and engagement. RUSM, founded in 1978 and acquired by Adtalem in 2003, provides medical education and confers the Doctor of Medicine degree.
The mission of AUC is to train tomorrow’s physicians, whose service to their communities and their patients is enhanced by international learning experiences and an emphasis on social accountability and engagement. RUSM, founded in 1978 and acquired by Adtalem in 2003, provides medical education and confers the Doctor of Medicine degree.
RUSVM is located in St. Kitts and has graduated nearly 6,000 veterinarians since inception. The mission of RUSVM is to provide the best learning environment to prepare students to become members and leaders of the worldwide public and professional healthcare team, advancing human and animal health­–One Health–through research and knowledge exchange.
Kitts and has graduated nearly 6,000 veterinarians since inception. The mission of RUSVM is to provide the best learning environment to prepare students to become members and leaders of the worldwide public and professional healthcare team, advancing human and animal health­–One Health–through research and knowledge exchange.
Riley College of Education and Human Sciences are accredited by the Council for the Accreditation of Educator Preparation. The MPH and Doctor of Public Health programs are accredited by the Council on Education for Public Health. The Bachelor of Social Work and MSW programs are accredited by the CSWE.
Riley College of Education and Human Sciences are accredited by the Council for the Accreditation of Educator Preparation. The MPH and Doctor of Public Health programs are accredited by the CEPH. The Bachelor of Social Work and MSW programs are accredited by the CSWE.
Adtalem’s institutions and their students participate in a wide range of financial aid programs, including U.S. federal financial aid, state financial aid, Canadian financial aid, private loan programs, tax-favored programs, Adtalem-provided financial assistance, and 8 Table of Contents employer-provided financial assistance. In the U.S., the Higher Education Act (as reauthorized, the “HEA”) guides the federal government’s support of postsecondary education.
Adtalem’s institutions and their students participate in a wide range of financial aid programs, including U.S. federal financial aid, state financial aid, Canadian financial aid, private loan programs, tax-favored programs, Adtalem-provided financial assistance, and employer-provided financial assistance. In the U.S., the Higher Education Act (as reauthorized, the “HEA”) guides the federal government’s support of postsecondary education.
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The content of the websites mentioned above is not incorporated into and should not be considered a part of this report. 15 Table of Contents
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The content of the websites mentioned above is not incorporated into and should not be considered a part of this report.
Applying various financial elements from the fiscal year audited financial statements, the score is a composite of three ratios: an equity ratio that measures the institution’s capital resources; a primary reserve ratio that measures an institution’s ability to fund its operations from current resources; and a net income ratio that measures an institution’s ability to operate profitably.
Applying various financial elements from annual audited financial statements, the score is a composite of three ratios: an equity ratio that measures the institution’s capital resources; a primary reserve ratio that measures an institution’s ability to fund its operations from current resources; and a net income ratio that measures an institution’s ability to operate profitably.
In Fall 2023, according to AACN data, Chamberlain had the largest DNP, MSN, and FNP programs in the U.S based on total enrollments. Walden The market for fully online higher education, in which Walden competes, remains a competitive and growing space.
In Fall 2024, according to AACN data, Chamberlain had the largest BSN, MSN, FNP, and DNP programs in the U.S based on total enrollments. Walden The market for fully online higher education, in which Walden competes, remains a competitive and growing space.
For admissions review to take place, applicants must submit an online application for their intended program of study and an official transcript with a qualifying admitting degree from a U.S. school accredited by a regional, professional/specialized, or national accrediting organization recognized by the Council for Higher Education Accreditation or the ED, or from an appropriately accredited non-U.S. institution.
For admissions review to take place, applicants must submit an online application for their intended program of study and an official transcript with a qualifying admitting degree from a U.S. school accredited by a regional, professional/specialized, or national accrediting organization recognized by the Council for Higher Education Accreditation or the U.S.
Accreditation-Provisional does not ensure any subsequent accreditation status. It is limited to no more than five years from matriculation of the first class. Additionally, Chamberlain is an accredited provider of nursing continuing professional development credits by the American Nursing Credentialing Center. 7 Table of Contents Walden Walden is also institutionally accredited by the HLC.
Accreditation-Provisional does not ensure any subsequent accreditation status. It is limited to no more than five years from matriculation of the first class. Additionally, Chamberlain is an accredited provider of nursing continuing professional development credits by the American Nurses Credentialing Center. Walden Walden is also institutionally accredited by the HLC.
Therefore, to be eligible to participate in Title IV programs, a postsecondary institution must be accredited by an agency recognized by ED, must comply with the HEA and all applicable regulations thereunder, and must be authorized to operate by the appropriate higher education authority in each state in which the institution operates, as applicable.
Therefore, to be eligible to participate in Title IV programs, a postsecondary institution must be accredited by an agency recognized by ED, must 8 Table of Contents comply with the HEA and all applicable regulations thereunder, and must be authorized to operate by the appropriate higher education authority in each state in which the institution operates, as applicable.
After completing their pre-clinical curriculum, RUSVM students enter a clinical clerkship under RUSVM direction lasting approximately 45 weeks at clinical affiliates located in the U.S., Canada, Australia, Ireland, New Zealand, and the U.K. RUSVM offers a one-semester Veterinary Preparatory Program (“Vet Prep”) designed to enhance the pre-clinical science knowledge and study skills that are critical to success in veterinary school.
After completing their pre-clinical curriculum, RUSVM students enter a clinical clerkship under RUSVM direction lasting approximately 45 weeks at clinical affiliates located in the U.S., Canada, Australia, Ireland, New Zealand, and the U.K. RUSVM offers a one-semester Vet Prep Program designed to enhance the pre-clinical science knowledge and study skills that are critical to success in veterinary school.
While Walden’s 6 Table of Contents target market of working professionals 25 years and older was once underserved, it now has a variety of options to meet the growing need for higher education. Walden has degree programs in nursing, education, counseling, business, psychology, public health, social work and human services, public administration and public policy, and criminal justice.
While Walden’s target market of working professionals 25 years and older was once underserved, it now has a variety of options to meet the growing need for higher education. Walden has degree programs in nursing, education, counseling, business, information technology, psychology, public health, social work and human services, public administration and public policy, and criminal justice.
A successful applicant must have completed the required prerequisite courses and, for AUC and RUSM U.S. students, taken the Medical College Admission Test (“MCAT”), while RUSVM applicants are strongly encouraged but not required to have completed the Graduate Record Exam (“GRE”).
A successful applicant must have completed the required prerequisite courses and, for AUC and RUSM U.S. students, taken the Medical College Admission Test 5 Table of Contents (“MCAT”), while RUSVM applicants are strongly encouraged but not required to have completed the Graduate Record Exam (“GRE”).
MERP is a 15-week medical school preparatory program focused on enhancing the academic foundation of prospective AUC and RUSM students and providing them with the skills they need to be successful in medical school and to achieve their goals of becoming physicians.
Medical Education Readiness Program (“MERP”) is a 15-week medical school preparatory program focused on enhancing the academic foundation of prospective AUC and RUSM students and providing them with the skills they need to be successful in medical school and to achieve their goals of becoming physicians.
Upon successful completion of the MERP program, students are guaranteed admission to AUC or RUSM. 5 Table of Contents RUSVM RUSVM, founded in 1982 and acquired by Adtalem in 2003, provides veterinary education and confers the Doctor of Veterinary Medicine, as well as Masters of Science and Ph.D. degrees. RUSVM is accredited by the American Veterinary Medical Association (“AVMA”).
Upon successful completion of the MERP program, students are guaranteed admission to AUC or RUSM. RUSVM RUSVM, founded in 1982 and acquired by Adtalem in 2003, provides veterinary education and confers the Doctor of Veterinary Medicine, as well as Masters of Science and Ph.D. degrees. RUSVM is accredited by the American Veterinary Medical Association (“AVMA”). RUSVM is located in St.
In addition to governance by the regulatory triad, there has been increased focus by members of the U.S. Congress and federal agencies, including ED, the Consumer Financial Protection Bureau (“CFPB”), and the Federal Trade Commission (“FTC”), on the role that proprietary educational institutions play in higher education. We expect that this regulatory environment will continue for the foreseeable future.
In addition to governance by the regulatory triad, members of the U.S. Congress and federal agencies, including ED, the Consumer Financial Protection Bureau (“CFPB”), and the Federal Trade Commission (“FTC”), review the role that proprietary educational institutions play in higher education. We expect that this regulatory environment will continue for the foreseeable future.
The Postgraduate Studies program offers Master of Science and Ph.D. degrees in all research areas supported by RUSVM. Areas of emphasis are guided by RUSVM's themed research centers. Financial Aid Like other higher education companies, Adtalem is dependent upon the timely receipt of federal financial aid funds. All public financial aid programs are subject to political and governmental budgetary considerations.
The Postgraduate Studies program offers MS and Ph.D. degrees in all research areas supported by RUSVM. Areas of emphasis are guided by RUSVM's themed research centers. Financial Aid Like other higher education institutions, Adtalem’s institutions are dependent upon the timely receipt of federal financial aid funds. All public financial aid programs are subject to political and governmental budgetary considerations.
A score greater than or equal to 1.5 indicates the institution is considered financially responsible. Scores of less than 1.5 but greater than or equal to 1.0 are considered financially responsible but require additional oversight. For example, institutions with scores in this range are subject to heightened cash monitoring and other participation requirements.
A score greater than or equal to 1.5 indicates the institution is considered financially responsible. A score less than 1.5 but greater than or equal to 1.0 is considered financially responsible but requires additional oversight. For example, an institution with a score in this range is subject to heightened cash monitoring and other participation requirements.
Through its College of Health Professions, Chamberlain offers an online Master of Public Health (“MPH”) degree program, an online Master of Social Work (“MSW”) degree program, and an onsite Master of Physician Assistant Studies (“MPAS”) degree program at the Chicago, Illinois campus.
Through its College of Health Professions, Chamberlain offers an online Master of Public Health (“MPH”) degree program, an online Master of Social Work (“MSW”) degree program, and an onsite Master of Physician Assistant Studies (“MPAS”) degree program.
In addition, this lower score typically requires that the institution be subject to heightened cash monitoring requirements and post a letter of credit (equal to a minimum of 10% of the Title IV aid it received in the institution's most recent fiscal year). 9 Table of Contents For the past several years, Adtalem’s composite score was greater than 1.5.
In addition, this lower score typically requires that the institution be subject to heightened cash monitoring requirements and post a letter of credit (equal to a minimum of 10% of the Title IV aid it received in the institution's most recent fiscal year). Prior to fiscal year 2022, Adtalem’s composite score was greater than 1.5.
Additionally, Walden is an accredited provider of continuing education credits by the American Nursing Credentialling Center. Medical and Veterinary The Government of St. Maarten authorizes AUC to confer the Doctor of Medicine degree. AUC is accredited by the Accreditation Commission on Colleges of Medicine (“ACCM”).
Additionally, Walden is an accredited provider of continuing education credits by the American Nurses Credentialing Center. 7 Table of Contents Medical and Veterinary The Government of St. Maarten authorizes AUC to confer the Doctor of Medicine degree. AUC is accredited by the Accreditation Commission on Colleges of Medicine (“ACCM”).
Adtalem operates through five institutions: Chamberlain University (“Chamberlain”), Walden University (“Walden”), American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”), which comprises more than 80,000 students learning at multiple campuses and online. Adtalem’s institutions have an alumni community of over 300,000.
Adtalem operates Chamberlain University (“Chamberlain”), Walden University (“Walden”), American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”), which comprises more than 90,000 students learning at multiple campuses and online. Adtalem’s institutions have an alumni community of approximately 350,000.
Students attending provisionally certified institutions remain eligible to receive Title IV program funds. If ED determines that a provisionally certified institution is unable to meet its responsibilities under its PPA, it may seek to revoke the institution’s certification to participate in Title IV programs without advance notice or opportunity for the institution to challenge the action.
If ED determines that a provisionally certified institution is unable to meet its responsibilities under its PPA, it may seek to revoke the institution’s certification to participate in Title IV programs without advance notice or opportunity for the institution to challenge the action.
Adtalem is a mission driven organization, committed to advancing health equity, addressing social determinates of health and delivering highly qualified healthcare clinicians to urban and rural communities as a scaled provider of workers to the U.S. healthcare system.
Adtalem is a mission driven organization, committed to delivering highly qualified healthcare clinicians to urban and rural communities as a scaled provider of workers to the U.S. healthcare system.
RUSM is located in Barbados and has graduated more than 15,000 physicians since inception.
RUSM is located in Barbados and has graduated over 15,000 physicians since inception.
There has been some recent expansion in the U.S. medical education and veterinary education enrollment capacities because of the growing supply/demand imbalance for medical doctors and veterinarians. Despite this expansion, management believes the imbalance will continue to spur demand for medical and veterinary education.
RUSVM competes with U.S.-based and international AVMA accredited schools. There has been some recent expansion in the U.S. medical education and veterinary education enrollment capacities because of the growing supply/demand imbalance for medical doctors and veterinarians. Despite this expansion, management believes the imbalance will continue to spur demand for medical and veterinary education.
Our executive offices are located at 500 West Monroe Street, Chicago, Illinois, 60661, and the telephone number is (312) 651-1400. Adtalem is the leading healthcare educator in the U.S and a systemically important solution for preparing a diverse talent workforce that meets the needs of the healthcare industry.
Our executive offices are located at 233 South Wacker Drive, Chicago, Illinois, 60606, and the telephone number is (312) 651-1400. Adtalem is the leading healthcare educator in the U.S. and a systemically important solution for preparing a diverse talent workforce that meets the needs of the healthcare industry.
“Risk Factors.” Financial Responsibility Institutions must pass a financial responsibility test defined by the U.S. Department of Education (“ED”), also known as a “composite score,” to maintain eligibility to participate in Title IV aid programs. For Adtalem’s institutions, this test is calculated at the consolidated Adtalem level.
“Risk Factors.” Financial Responsibility Institutions must pass an ED financial responsibility test, also known as a “composite score,” to maintain eligibility to participate in Title IV aid programs. For Adtalem’s institutions, this test is calculated at the consolidated Adtalem level.
See Note 14 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on the Notes and our Credit Agreement. Gainful Employment The HEA requires certificate programs at all Title IV institutions and degree programs at proprietary Title IV institutions to prepare students for gainful employment in a recognized occupation.
See “Off-Balance Sheet Arrangements” in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information. Gainful Employment The HEA requires certificate programs at all Title IV institutions and degree programs at proprietary Title IV institutions to prepare students for gainful employment in a recognized occupation.
Adtalem vigorously defends against infringements of its trademarks, service marks, certification marks, patents, and copyrights. Available Information We use our website (www.adtalem.com) as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, as one means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Available Information We use our website (www.adtalem.com) as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, as one means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Chamberlain’s College of Health Professions MPH degree program focuses on preparing students through interdisciplinary coursework to become public health practitioners serving communities and populations to promote healthy communities and to work to address health problems and health-related issues such as disease, poverty, health access disparities, and violence.
The program can be completed in five to six semesters of study. Chamberlain’s College of Health Professions MPH degree program focuses on preparing students through interdisciplinary coursework to become public health practitioners serving communities and populations to promote healthy communities and to work to address health problems and health-related issues such as disease, poverty, and violence.
Additional materials or requirements to submit may vary depending on the academic program. All applicants to the bachelor’s program are required to have earned, at a minimum, a recognized high school diploma, high school equivalency certificate, or other state-recognized credential of high school completion.
Department of Education (“ED”), or from an appropriately accredited non-U.S. institution. Additional materials or requirements to submit may vary depending on the academic program. All applicants to the bachelor’s program are required to have earned, at a minimum, a recognized high school diploma, high school equivalency certificate, or other state-recognized credential of high school completion.
The purpose of Adtalem is to empower students to achieve their goals, find success, and make inspiring contributions to our global community. The Adtalem family of institutions offers programs with a focus in healthcare, including nursing, medicine, veterinary medicine, social and behavioral sciences, and more.
The purpose of Adtalem is to empower students to achieve their goals, find success, and make inspiring contributions to our global community. Adtalem is comprised of five like-kind institutions, with programs focusing on healthcare, including nursing, social and behavioral sciences, medicine, veterinary medicine, and more.
In the U.S., Adtalem has posted $44.3 million of surety bonds as of June 30, 2024 with regulatory authorities on behalf of Chamberlain, Walden, AUC, RUSM, and RUSVM. Certain states have standards of financial responsibility that differ from those prescribed by federal regulation.
Many states require private-sector postsecondary education institutions to post surety bonds for licensure. In the U.S., Adtalem has posted $67.3 million of surety bonds as of June 30, 2025 with regulatory authorities on behalf of Chamberlain, Walden, AUC, RUSM, and RUSVM. Certain states have standards of financial responsibility that differ from those prescribed by federal regulation.
Department of Health and Human Services’ Office of Disease Prevention and Health Promotion’s national effort in this area known as Healthy People 2030, supported by the Social Determinants of Health Framework. Student Admissions and Admissions Standards Walden has a long-standing commitment to providing educational opportunities to a diverse group of learners across all degree levels.
Department of Health and Human Services’ Office of Disease Prevention and Health Promotion’s national effort in this area known as Healthy People 2030. Student Admissions and Admissions Standards Walden has a long-standing commitment to providing educational opportunities to learners across all degree levels. Walden’s programs are enriched by the cultural, economic, and educational backgrounds of its students and instructors.
The default rate has been declining over the past few years due to COVID relief measures which included a freeze on loan payments and suspension of default statuses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cohort Default Rate ​ ​ 2020 ​ 2019 2018 Chamberlain University ​ 0.0 % 0.5 % 2.6 % Walden University ​ 0.0 % 1.1 % 4.7 % American University of the Caribbean School of Medicine ​ 0.0 % 0.2 % 0.7 % Ross University School of Medicine ​ 0.0 % 0.2 % 0.9 % Ross University School of Veterinary Medicine ​ 0.0 % 0.2 % 0.4 % Satisfactory Academic Progress In addition to the requirements that educational institutions must meet, student recipients of financial aid must maintain satisfactory academic progress toward completion of their program of study and an appropriate grade point average.
The default rate has been declining over the past few years due to COVID-19 relief measures which included a freeze on loan payments and suspension of default statuses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cohort Default Rate ​ ​ 2021 ​ 2020 ​ 2019 Chamberlain University ​ 0.0 % 0.0 % 0.5 % Walden University ​ 0.0 % 0.0 % 1.1 % American University of the Caribbean School of Medicine ​ 0.0 % 0.0 % 0.2 % Ross University School of Medicine ​ 0.0 % 0.0 % 0.2 % Ross University School of Veterinary Medicine ​ 0.0 % 0.0 % 0.2 % Satisfactory Academic Progress In addition to the requirements that educational institutions must meet, student recipients of financial aid must maintain satisfactory academic progress toward completion of their program of study and an appropriate grade point average. 12 Table of Contents Change of Ownership or Control Any material change of ownership or change of control of Adtalem, depending on the type of change, may have significant regulatory consequences for each of our Title IV institutions.
Walden’s programs are enriched by the cultural, economic, and educational backgrounds of its students and instructors. In the admissions process, Walden selects individuals who can benefit from a distributed educational or online learning approach and who will use their Walden education to contribute to their academic or professional communities.
In the admissions process, Walden selects individuals who can benefit from a distributed educational or online learning approach and who will use their Walden education to contribute to their academic or professional communities.
Chamberlain provides an educational experience distinguished by a high level of care for students, academic excellence, and integrity delivered through its 23 campuses and online. Chamberlain is committed to graduating health professionals who are empowered to transform healthcare worldwide. Chamberlain had 36,750 students enrolled in the May 2024 session, an increase of 10.4% compared to the same session last year.
Chamberlain provides an educational experience distinguished by a high level of care for students, academic excellence, and integrity delivered through its 23 campuses and online. Chamberlain is committed to graduating health professionals who are empowered to transform healthcare delivery.
On July 26, 2018, Barbados authorized RUSM to confer the Doctor of Medicine degree. The NCFMEA has affirmed that CAAM-HP has established and enforces standards of educational accreditation that are comparable to those promulgated by the LCME.
The NCFMEA has affirmed that CAAM-HP has established and enforces standards of educational accreditation that are comparable to those promulgated by the LCME.
Like any other educational institution, Adtalem’s institutions’ administration of these programs is periodically reviewed by regulatory agencies and is subject to audit or investigation by other authorities. Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation, or termination proceeding. Our domestic postsecondary institutions are subject to extensive federal and state regulations.
Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation, or termination proceeding. Our domestic postsecondary institutions are subject to extensive federal and state regulations.
According to ED, the default rate for all Title IV institutions nationally was 0.0% for the fiscal year 2020 cohort, 2.3% for the fiscal year 2019 cohort, and 7.3% for the fiscal year 2018 cohort.
The three-year CDRs for Adtalem’s institutions are shown below for the three most recent cohort years. According to ED, the default rate for all Title IV institutions nationally was 0.0% for the fiscal year 2021 cohort, 0.0% for the fiscal year 2020 cohort, and 2.3% for the fiscal year 2019 cohort.
Adtalem aims to create value for society and its stakeholders by offering responsive educational programs that are supported by exceptional services to its students and delivered with integrity and accountability. Towards this vision, Adtalem is proud to play a vital role in expanding access to higher education.
Adtalem aims to create value for society and its stakeholders by offering responsive educational programs that are supported by exceptional services to its students and delivered with integrity and accountability.
Adtalem remains focused on expanding access to aspiring students through a seamless student experience, leveraging innovative learning technologies, diversifying into new program areas, and integrating our five institutions, providing the infrastructure necessary to meet the needs of where, when, and how students learn best.
Adtalem remains focused on expanding access to aspiring students through a seamless student experience, leveraging innovative learning technologies, bringing new programs to market, and utilizing our Growth with Purpose operating model to provide the infrastructure necessary to meet the needs of where, when, and how students learn best.
The following table shows the 90/10 rates for each Adtalem institution for fiscal years 2023 and 2022 based on the old 90/10 rules still in effect for those periods. Final rates for fiscal year 2024 are not yet available.
The following table shows the 90/10 rates for each Adtalem institution for fiscal year 2024 based on the new 90/10 rules and fiscal year 2023 based on the old 90/10 rules that were still in effect for that period.
The MSW degree program aims to develop and empower students to be agents of social change in their communities and throughout the world. The MSW degree program prepares students for generalist or specialized practice and offers three tracks, including Crisis and Response Interventions, Trauma, and Medical Social Work. The program offers both a traditional and advanced standing option.
The MSW degree program prepares students for generalist or specialized practice and offers three tracks, including Crisis and Response Interventions, Trauma, and Medical Social Work. The program offers both a traditional and advanced standing option. The advanced standing option is for students who have completed a baccalaureate degree in social work.
Applicants may be offered conditional admission to Walden with a stipulation for academic performance at the level of a grade point average of 3.0 or higher for master’s and doctoral students or a grade point average of 2.0 or higher for undergraduate students, the successful completion of academic progress requirements during the initial term(s) of enrollment, the completion of prerequisites, and/or other stipulations (including receipt of official records). 4 Table of Contents Medical and Veterinary Together, AUC, RUSM, and RUSVM, along with the Medical Education Readiness Program (“MERP”) and the Veterinary Preparation Program, had 4,726 students enrolled in the May 2024 semester, a decrease of 2.9% compared to the same semester last year.
Applicants may be offered conditional admission to Walden with a stipulation for academic performance at the level of a grade point average of 3.0 or higher for master’s and doctoral students or a grade point average of 2.0 or higher for undergraduate students, the successful completion of academic progress requirements during the initial term(s) of enrollment, the completion of prerequisites, and/or other stipulations (including receipt of official records).
Medical Licensing Examination (“USMLE”), Step 1, which assesses whether students understand and can apply scientific concepts that are basic to the practice of medicine.
Initially, AUC and RUSM students complete a program of concentrated study of medical sciences after which eligible students sit for U.S. Medical Licensing Examination (“USMLE”), Step 1, which assesses whether students understand and can apply scientific concepts that are basic to the practice of medicine.
AUC, RUSM, and RUSVM clinical programs are accredited as part of their programs of education by their respective accrediting bodies, approved by the appropriate boards in those states that have a formal process to do so, and are reported to ED as required. Many states require private-sector postsecondary education institutions to post surety bonds for licensure.
Walden maintains licenses or exemptions in each state which requires such licensure and where students are enrolled. AUC, RUSM, and RUSVM clinical programs are accredited as part of their programs of education by their respective accrediting bodies, approved by the appropriate boards in those states that have a formal process to do so, and are reported to ED as required.
Of first-time eligible AUC graduates, 97% and 98% attained residency positions in 2023 and 2024, respectively. Of first-time eligible RUSM graduates, 98% and 98% attained residency positions in 2023 and 2024, respectively. In September 2019, AUC opened its medical education program in the U.K. in partnership with University of Central Lancashire (“UCLAN”).
Of first-time eligible RUSM graduates, 98% and 96% attained residency positions in 2024 and 2025, respectively. In September 2019, AUC opened its medical education program in the U.K. in partnership with University of Central Lancashire (“UCLAN”). The program offers students a Post Graduate Diploma in International Medical Sciences from UCLAN, followed by their Doctor of Medicine degree from AUC.
The program offers students a Post Graduate Diploma in International Medical Sciences from UCLAN, followed by their Doctor of Medicine degree from AUC. Students are eligible to do clinical rotations at AUC’s clinical sites, which include hospitals in the U.S., Canada, and the U.K. This program is aimed at preparing students for USMLEs.
Students are eligible to do clinical rotations at AUC’s clinical sites, which include hospitals in the U.S., Canada, and the U.K. This program is aimed at preparing students for USMLEs.
The rate represents the percent of students defaulting on one or more Title IV loans within three years of entering repayment during a federal fiscal year.
The rate represents the percentage of students defaulting on one or more Title IV loans within three years of entering repayment during a federal fiscal year. Institutions may lose Title IV eligibility if the most recent CDR exceeds 40% or if each of the three most recent CDRs exceed 30%.
AUC and RUSM AUC, founded in 1978 and acquired by Adtalem in 2011, provides medical education and confers the Doctor of Medicine degree. AUC is located in St. Maarten and is one of the most established international medical schools in the Caribbean, having produced over 7,500 graduates from over 78 countries since its founding.
Medical and Veterinary AUC and RUSM AUC, founded in 1978 and acquired by Adtalem in 2011, provides medical education and confers the Doctor of Medicine degree. AUC is located in St. Maarten and has graduated over 7,500 physicians since inception.
Program Participation Agreement (“PPA”) All institutions must apply periodically for continued certification to participate in Title IV programs. Such recertification generally is required every six years, but may be required earlier, including when an institution undergoes a change in control.
Such recertification generally is required every six years, but may be required earlier, including when an institution undergoes a change in control. Institutions that violate certain ED Title IV regulations may lose eligibility to participate in Title IV programs or may only continue participation under provisional certification.
Previously, an institution could not derive more than 90% of its revenue on a cash basis from Title IV financial aid funds.
An institution that does not meet the 90% threshold for two consecutive fiscal years loses its eligibility to participate in Title IV programs. Previously, an institution could not derive more than 90% of its revenue on a cash basis from Title IV financial aid funds.
Founded in 1970 and first accredited by the Higher Learning Commission (“HLC”) in 1990, Walden has a strong legacy of providing innovative and alternative degree programs for adult students. Walden has grown to support more than 100 degree and certificate programs—including programs at the bachelor’s, master’s, education specialist, and doctoral levels—with over 350 specializations and concentrations.
Founded in 1970 and first accredited by the Higher Learning Commission (“HLC”) in 1990, Walden has a strong legacy of providing innovative and alternative degree programs for adult students.
Segments Overview We present three reportable segments as follows: Chamberlain – Offers degree and certificate programs in the nursing and health professions postsecondary education industry. Walden – Offers degree and certificate programs, including those in nursing, education, counseling, business, psychology, public health, social work and human services, public administration and public policy, and criminal justice.
Walden – This segment includes the operations of Walden, which offers degree and certificate programs, including those in nursing, education, counseling, business, information technology, psychology, public health, social work and human services, public administration and public policy, and criminal justice.
The committee reviews applicants using a weighted evaluation system that considers several factors which may include previous coursework, grade point average, ACT/SAT scores and Health Education Systems, Inc. (“HESI”) Admission Assessment (A2) scores. All applicants deemed academically eligible by the committee must initiate drug, background, and fingerprint screenings, and clear all screenings within 120 days of the session start date.
Applicants must complete both to be eligible for admission. Determining Academic Eligibility is the role of the Chamberlain BSN Unified Admission Committee. The committee reviews applicants using a weighted evaluation system that considers several factors which may include previous coursework, grade point average, ACT/SAT scores and Health Education Systems, Inc. (“HESI”) Admission Assessment (A2) scores.
The Accreditation Review Commission on Education for the Physician Assistant (“ARC-PA”) has granted Accreditation-Provisional status to the Master of Physician Assistant Studies program.
Chamberlain’s MSW program is accredited by the Council on Social Work Education (“CSWE”)’s Commission on Accreditation. The Accreditation Review Commission on Education for the Physician Assistant (“ARC-PA”) has granted Accreditation-Provisional status to the MPAS program.
The advanced standing option is for students who have completed a baccalaureate degree in social work. The MPAS degree program prepares students for the practice of general medicine as Physician Assistants in collaboration with a licensed physician and healthcare team and is designed to be completed in two years.
The MPAS degree program prepares students for the practice of general medicine as Physician Assistants in collaboration with a licensed physician and healthcare team and is designed to be completed in two years. Student Admissions and Admissions Standards Pre-Licensure BSN Program The Chamberlain undergraduate pre-licensure admission process comprises two phases: Academic Eligibility and Clinical Clearance.
The online DNP degree program is based on the eight essentials of doctoral education outlined by the American Association of Colleges of Nursing (“AACN”). The program can be completed in five to six semesters of study.
The FNP, AGACNP, AGPCNP, and PMHNP, programs are designed to be completed in two and a half years of part-time study. 2 Table of Contents The online DNP degree program is based on the eight essentials of doctoral education outlined by the American Association of Colleges of Nursing (“AACN”).
In the U.S., each Chamberlain location is approved to grant degrees by the respective state in which it is located. Chamberlain has obtained licensure in each state which requires such licensure and where students are enrolled. Chamberlain also meets state licensure requirements as a participant in the National Council for State Authorization Reciprocity Agreements (“NC-SARA”).
In the U.S., each Chamberlain location is approved to grant degrees by the respective state in which it is located. Chamberlain has obtained licensure in each state which requires such licensure and where students are enrolled. Walden is registered in its home state of Minnesota with the Minnesota Office of Higher Education.
A letter of credit in the amount of $157.9 million, representing 10% of the consolidated Title IV funds Adtalem’s institutions received during fiscal year 2022, was delivered to ED on November 1, 2023. Management does not believe these conditions will have a material adverse effect on Adtalem’s operations.
Management does not believe these conditions will have a material adverse effect on Adtalem’s operations. At ED’s request, Adtalem maintains two surety-backed letters of credit totaling $179.0 million representing 10% of the consolidated Title IV funds Adtalem’s institutions received during fiscal year 2024.
Every educational institution participating in the Title IV programs must be certified to participate through a PPA and certification must be periodically renewed. Institutions that violate certain ED Title IV regulations or the terms of the PPA may lose eligibility to participate in Title IV programs or may only continue participation under provisional certification.
Program Participation Agreement The HEA specifies the manner in which ED reviews institutions for eligibility and certification to participate in Title IV programs. Every educational institution participating in Title IV programs must be certified to participate through a 9 Table of Contents PPA and certification must be periodically renewed.
The mission of RUSM is to deliver an innovative and experiential medical education program in an inclusive environment of scholars that fosters professional growth and leadership for a diverse pool of students to become ethical, compassionate, patient-centric, culturally competent physicians who advance healthcare in local and global communities.
The mission of RUSM is to deliver an innovative and experiential medical education program in an inclusive environment of scholars that fosters professional growth and leadership and trains students to become ethical, compassionate, and patient-centric physicians who advance healthcare in local and global communities. 4 Table of Contents AUC’s and RUSM’s programs consist of three academic semesters per year, which begin in January, May, and September, allowing students to begin their basic science instruction at the most convenient time for them.
AUC has also been deemed acceptable by the Graduate Medical Council (“GMC”), the accrediting body in the U.K., which allows AUC graduates to apply for residency programs in the U.K. RUSM’s primary accreditor is Caribbean Accreditation Authority for Education in Medicine and other Health Professions (“CAAM-HP”). CAAM-HP is authorized to accredit medical programs by the government of Barbados.
RUSM’s primary accreditor is Caribbean Accreditation Authority for Education in Medicine and other Health Professions (“CAAM-HP”). CAAM-HP is authorized to accredit medical programs by the government of Barbados. On July 26, 2018, Barbados authorized RUSM to confer the Doctor of Medicine degree.
Intellectual Property Adtalem owns and uses numerous trademarks and service marks, such as “Adtalem,” “American University of the Caribbean,” “Chamberlain College of Nursing,” “Ross University,” “Walden University” and others. All trademarks, service marks, certification marks, patents, and copyrights associated with its businesses are owned in the name of Adtalem Global Education Inc. or a subsidiary of Adtalem Global Education Inc.
All trademarks, service marks, certification marks, patents, and copyrights associated with its businesses are owned in the name of Adtalem Global Education Inc. or a subsidiary of Adtalem Global Education Inc. Adtalem vigorously defends against infringements of its trademarks, service marks, certification marks, patents, and copyrights.
We are also providing a consolidated rate for Adtalem even though it is not subject to 90/10 requirements. ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2023 ​ 2022 Chamberlain University 65 % 65 % Walden University ​ 78 % 73 % American University of the Caribbean School of Medicine 81 % 81 % Ross University School of Medicine 87 % 85 % Ross University School of Veterinary Medicine 79 % 81 % Consolidated 75 % 72 % Certification Procedures The HEA specifies the manner in which ED reviews institutions for eligibility and certification to participate in Title IV programs.
We are also providing a consolidated rate for Adtalem even though it is not subject to 90/10 requirements. ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2024 ​ 2023 Chamberlain University 68 % 65 % Walden University ​ 82 % 78 % American University of the Caribbean School of Medicine 87 % 81 % Ross University School of Medicine 87 % 87 % Ross University School of Veterinary Medicine 78 % 79 % Consolidated 77 % 75 % Borrower Defense to Repayment Under the HEA, ED is authorized to specify acts or omissions of an institution that a borrower may assert as a Defense to Repayment of their Title IV loans made under the Federal Direct Loan Program.
Chamberlain also offers four direct-care nurse practitioner tracks: Family Nurse Practitioner (“FNP”), Adult-Gerontology Acute Care Nurse Practitioner (“AGACNP”), Adult-Gerontology Primary Care Nurse Practitioner 2 Table of Contents (“AGPCNP”), and Psychiatric-Mental Health Nurse Practitioner (“PMHNP”). The FNP, AGPCNP, AGACNP, and PMHNP, programs are designed to be completed in two and a half years of part-time study.
Chamberlain also offers four direct-care nurse practitioner tracks: Family Nurse Practitioner (“FNP”), Adult-Gerontology Acute Care Nurse Practitioner (“AGACNP”), Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”), and Psychiatric-Mental Health Nurse Practitioner (“PMHNP”).
Walden remains a leader in many areas and is one of the leading doctoral degree conferrers in nursing, public health, public policy, business/management, education, and psychology and one of the leading conferrers of master’s degrees in nursing, psychology, social work, human services, education, and counseling.
Walden remains a leader in many areas and is one of the leading doctoral degree conferrers in nursing, public health, public policy, business/management, education, and psychology and one of the leading conferrers of master’s degrees in nursing, psychology, social work, human services, education, and counseling. 6 Table of Contents Medical and Veterinary AUC and RUSM compete with U.S. schools of medicine, U.S. colleges of osteopathic medicine, and Caribbean medical schools as well as with international medical schools recruiting U.S. students who may be eligible to receive funding from ED Title IV programs.
Upon successful completion of their medical degree requirements, students apply for a residency position in their area of specialty through the National Residency Matching Program (“NRMP”). This process is also known as “The Match”® and utilizes an algorithm to “match” applicants to programs using the certified rank order lists of the applicants and program directors.
This process is also known as “The Match”® and utilizes an algorithm to “match” applicants to programs using the certified rank order lists of the applicants and program directors. Of first-time eligible AUC graduates, 98% and 95% attained residency positions in 2024 and 2025, respectively.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, a shutdown of government agencies, such as ED, responsible for administering student financial aid programs under Title IV could lead to delays in student eligibility determinations and delays in origination and disbursement of government-funded student loans to our students.
Biggest changeAdditionally, a shutdown or significant staff reduction of government agencies, such as ED, responsible for administering student financial aid programs under Title IV could lead to delays in student eligibility determinations, delays in origination and disbursement of government-funded student loans to our students, and delays in issuing regulations and guidance related to legislation governing federal financial aid. 18 Table of Contents Our ability to comply with some ED regulations is affected by economic forces affecting our students and graduates that are not entirely within our control.
Because each of our institutions may be jointly and severally liable for the actions of third-party servicers and vendors, failure of such servicers to comply with applicable regulations could have a material adverse effect on our institutions, including fines and the loss of eligibility to participate in Title IV programs, which could have a material adverse effect on our enrollment, revenue, and results of operations and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Because each of our institutions may be jointly and severally liable for the actions of third-party servicers and vendors, failure of such servicers to comply with applicable regulations could have a material adverse effect on our institutions, including fines and the loss of eligibility to participate in Title IV programs, which could have a material adverse effect on our enrollment, revenue, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Additionally, an adverse allegation, finding or outcome in any of these matters could also materially and adversely affect our ability to maintain, obtain, or renew licenses, approvals, or accreditation, and maintain eligibility to participate in Title IV, Department of Defense and Veterans Affairs programs or serve as a basis for ED to discharge certain Title IV student loans and seek recovery for some or all of its resulting losses from us under Defense to Repayment regulations, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Additionally, an adverse allegation, finding or outcome in any of these matters could also materially and adversely affect our ability to maintain, obtain, or renew licenses, approvals, or accreditation, and maintain eligibility to participate in Title IV, Department of Defense and Veterans Affairs programs or serve as a basis for ED to discharge certain Title IV student loans and seek recovery for some or all of its resulting losses from us under Borrower Defense to Repayment regulations, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
“Financial Statements and Supplementary Data”) could serve as the basis for claims by students or ED under the Defense to Repayment regulations, the posting of substantial letters of credit, or the termination of eligibility of our institutions to participate in the Title IV program based on ED’s institutional capability assessment, any of which could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
“Financial Statements and Supplementary Data”) could serve as the basis for claims by students or ED under the Borrower Defense to Repayment regulations, the posting of substantial letters of credit, or the termination of eligibility of our institutions to participate in the Title IV program based on ED’s institutional capability assessment, any of which could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Disease outbreaks and other public health conditions in the locations in which we, our students, faculty, and employees live, work, and attend classes could have a significant negative impact on our revenue, profitability, and business. We will continue to evaluate, and if appropriate, adopt other measures in the future required for the ongoing safety of our students and employees.
Disease outbreaks and other public health conditions in the locations in which we, our students, faculty, and employees live, work, and attend classes could have a significant negative impact on our revenue, profitability, and business. We continue to evaluate, and if appropriate, adopt other measures in the future required for the ongoing safety of our students and employees.
Any material change of ownership or change of control of Adtalem, depending on the type of change, may have significant regulatory consequences for each of our Title IV institutions. Such a change of ownership or control could require recertification by ED, the reevaluation of accreditation by each institution’s accreditors, reauthorization by each institutions’ state licensing agencies, and/or providing financial protections.
Any material change of ownership or change of control of Adtalem, depending on the type of change, may have significant regulatory consequences for each of our Title IV institutions. Such a change of ownership or control could require recertification by ED, the reevaluation of accreditation by each institution’s accreditors, reauthorization by each institution’s state licensing agencies, and/or providing financial protections.
Nevertheless, ED regulations could require Adtalem to post multiple and substantial letters of credit or other securities in connection with, among other things, certain pending and future claims, investigations, and program reviews, regardless of the merits of our actions or available defenses, or, potentially, the severity of any findings or facts stipulated.
ED regulations could require Adtalem to post multiple and substantial letters of credit or other securities in connection with, among other things, certain pending and future claims, investigations, and program reviews, regardless of the merits of our actions or available defenses, or, potentially, the severity of any findings or facts stipulated.
If ED determines that an institution has engaged in substantial misrepresentation, ED may (1) fine the institution; (2) discharge students’ debt and hold the institution liable for the discharged debt under the HEA and the Defense to Repayment regulations; and/or (3) suspend or terminate an institution’s participation in Title IV programs.
If ED determines that an institution has engaged in substantial misrepresentation, ED may (1) fine the institution; (2) discharge students’ debt and hold the institution liable for the discharged debt under the HEA and the Borrower Defense to Repayment regulations; and/or (3) suspend or terminate an institution’s participation in Title IV programs.
An adverse disposition of these existing inquiries, administrative actions, or claims, or the initiation of other inquiries, administrative actions, or claims, could, directly or indirectly, have a material adverse effect on our business, financial condition, result of operations, and cash flows and result in significant restrictions on us and our ability to operate.
An adverse disposition of these existing inquiries, administrative actions, or claims, or the initiation of other inquiries, administrative actions, or claims, could, directly or indirectly, have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in significant restrictions on us and our ability to operate.
ED has issued regulations setting forth new standards and procedures related to borrower defenses to repayment of Title IV loan obligations, and ED’s right of recoveries against institutions following a successful borrower defense and institutional financial responsibility.
ED has issued regulations setting forth new standards and procedures related to Borrower Defense to Repayment of Title IV loan obligations, and ED’s right of recoveries against institutions following a successful borrower defense and institutional financial responsibility.
The terms of any such settlement could have a material adverse effect on our business, financial condition, operations, and cash flows, and result in the imposition of significant restrictions on us and our ability to operate.
The terms of any such settlement could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
In addition, findings or claims or settlements thereof could serve as a basis for additional lawsuits or governmental inquiries or enforcement actions, including actions under ED’s Defense to Repayment regulations.
In addition, findings or claims or settlements thereof could serve as a basis for additional lawsuits or governmental inquiries or enforcement actions, including actions under ED’s Borrower Defense to Repayment regulations.
To the extent that we expand internationally, we will face risks that are inherent in international operations including, but not limited to: · Compliance with foreign laws and regulations; · Management of internal operations; · Foreign currency exchange rate fluctuations; · Ability to protect intellectual property; · Monetary policy risks, such as inflation, hyperinflation, and deflation; · Price controls or restrictions on exchange of foreign currencies; · Political and economic instability in the countries in which we operate; · Potential unionization of employees under local labor laws; · Multiple and possibly overlapping and conflicting tax laws; · Inability to cost effectively repatriate cash balances; and · Compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act.
To the extent that we expand internationally, we will face risks that are inherent in international operations including, but not limited to: · Compliance with foreign laws and regulations; · Management of internal operations; · Foreign currency exchange rate fluctuations; · Ability to protect intellectual property; · Monetary policy risks, such as inflation, hyperinflation, and deflation; · Price controls or restrictions on exchange of foreign currencies; · Political and economic instability in the countries in which we operate; 26 Table of Contents · Potential unionization of employees under local labor laws; · Multiple and possibly overlapping and conflicting tax laws; · Inability to cost effectively repatriate cash balances; and · Compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act.
There is no assurance that reinstatement of accreditation could be obtained on a timely basis, if at all, and accreditation from a different qualified accrediting authority, if available, would require a significant amount of time. Any material disruption in accreditation would materially and adversely impact our business, financial condition, results of operations, and cash flow.
There is no assurance that reinstatement of accreditation could be obtained on a timely basis, if at all, and accreditation from a different qualified accrediting authority, if available, would require a significant amount of time. Any material disruption in accreditation would materially and adversely impact our business, financial condition, results of operations, and cash flows.
This project includes a two-pillar approach to global taxation focusing on global project allocation (Pillar One) and a global minimum tax rate of 15% (Pillar Two). Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules, which, in general, are expected to be applicable for our fiscal year 2025.
This project includes a two-pillar approach to global taxation focusing on global project allocation (Pillar One) and a global minimum tax rate of 15% (Pillar Two). Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules, which, in general, are applicable for our fiscal year 2025.
Pursuant to applicable state limited liability company laws and other laws and regulations, our non-guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to us in order to enable us to make payments in respect of the Notes (as defined in Note 14 “Debt” to the Consolidated Financial Statements in Item 8.
Pursuant to applicable state limited liability company laws and other laws and regulations, our non-guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to us in order to enable us to make payments in respect of the Notes (as defined in Note 13 “Debt” to the Consolidated Financial Statements in Item 8.
“Financial Statements and Supplementary Data”) and our Term Loan B (as defined in Note 14 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) . In the event that we do not receive distributions from our non-guarantor subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.
“Financial Statements and Supplementary Data”) and our Term Loan B (as defined in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) . In the event that we do not receive distributions from our non-guarantor subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.
These laws, regulations, and interpretations may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, cost of internet access, and services, allocation, and apportionment of income amongst various state, local, and foreign jurisdictions, fair business practices, and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence.
These laws, regulations, and interpretations may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, cost of internet access, and services, allocation, and apportionment of income amongst 25 Table of Contents various state, local, and foreign jurisdictions, fair business practices, and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence.
In addition, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Revolver (as defined in Note 14 “Debt” to the Consolidated Financial Statements in Item 8.
In addition, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Revolver (as defined in Note 13 “Debt” to the Consolidated Financial Statements in Item 8.
In particular, the HEA subjects schools that participate in the various federal student financial aid programs under Title IV, which includes all Adtalem Title IV institutions, to significant regulatory scrutiny. Adtalem’s Title IV institutions collectively receive 75% of their revenue from Title IV programs.
In particular, the HEA subjects schools that participate in the various federal student financial aid programs under Title IV, which includes all Adtalem Title IV institutions, to significant regulatory scrutiny. Adtalem’s Title IV institutions collectively receive 77% of their revenue from Title IV programs.
Adtalem’s credit agreement allows Adtalem to post up to $400.0 million in letters of credit. In the event Adtalem is required to post letters of credit in excess of the $400.0 million limit, Adtalem would be required to seek an amendment to its credit agreement or seek an alternative means of providing security required by ED.
Adtalem’s credit agreement allows Adtalem to post up to $500.0 million in letters of credit. In the event Adtalem is required to post letters of credit in excess of the $500.0 million limit, Adtalem would be required to seek an amendment to its credit agreement or seek an alternative means of providing security required by ED.
As a result, we may face complaints from students and prospective students over statements made by us and our agents in advertising and marketing, during the enrollment, admissions and financial aid process, and throughout attendance at any of our Title IV institutions, which would expose us to increased risk of enforcement action and applicable sanctions or other penalties, including potential Defense to Repayment liabilities, and increased risk of private qui tam actions under the Federal False Claims 19 Table of Contents Act.
As a result, we may face complaints from students and prospective students over statements made by us and our agents in advertising and marketing, during the enrollment, admissions and financial aid process, and throughout attendance at any of our Title IV institutions, which would expose us to increased risk of enforcement action and applicable sanctions or other penalties, including potential Borrower Defense to Repayment liabilities, and increased risk of private qui tam actions under the Federal False Claims Act.
This intense competition 24 Table of Contents could make it more challenging for us to enroll students who are likely to succeed in our educational programs, which could adversely affect our new student enrollment levels and student persistence and put downward pressure on our tuition rates, any of which could materially and adversely affect our business, financial condition, results of operations, and cash flows.
This intense competition could make it more challenging for us to enroll students who are likely to succeed in our educational programs, which could adversely affect our new student enrollment levels and student persistence and put downward pressure on our tuition rates, any of which could materially and adversely affect our business, financial condition, results of operations, and cash flows.
Government budgetary pressures and changes to laws governing financial aid programs could reduce our student enrollment or delay our receipt of tuition payments. Our Title IV institutions collectively receive 75% of their revenue from Title IV programs.
Government budgetary pressures and changes to laws governing financial aid programs could reduce our student enrollment or delay our receipt of tuition payments. Our Title IV institutions collectively receive 77% of their revenue from Title IV programs.
Uncertainty 26 Table of Contents regarding our future financial performance may limit our ability to attract new employees with competitive compensation or increase our cost of recruiting and retaining such new employees. We may not be able to successfully integrate acquisitions. As part of our strategy, we are actively exploring acquisition opportunities primarily in the U.S.
Uncertainty regarding our future financial performance may limit our ability to attract new employees with competitive compensation or increase our cost of recruiting and retaining such new employees. We may not be able to successfully integrate acquisitions. As part of our strategy, we are actively exploring acquisition opportunities primarily in the U.S.
If any of our Title IV institutions lose eligibility to participate in Title IV programs because of high student loan default rates, it would have a material adverse effect on our business, financial 21 Table of Contents condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
If any of our Title IV institutions lose eligibility to participate in Title IV programs because of high student loan default rates, it would have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Release or failure to secure confidential information or other noncompliance with these rules could subject us to fines, loss of our capacity to conduct electronic commerce, and loss of eligibility to participate in Title IV programs, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Release or failure to secure confidential information or other non-compliance with these rules could subject us to fines, loss of our capacity to conduct electronic commerce, and loss of eligibility to participate in Title IV programs, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
If these pressures and uncertainty continue in the future, or if one or more of our institutions are unable to offer programs in one or more states, it could have a material adverse impact on our enrollment, revenue, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
If these pressures and uncertainty continue in the future, or if one or more of our institutions are unable to offer programs 21 Table of Contents in one or more states, it could have a material adverse impact on our enrollment, revenue, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
As a result, foreseeable and unforeseeable consequences of prior and prospective adjudicated or settled legal proceedings and regulatory matters 17 Table of Contents could have a material adverse effect on our business, financial condition, results of operations and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
As a result, foreseeable and unforeseeable consequences of prior and prospective adjudicated or settled legal proceedings and regulatory matters could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
As a result, the suspension, limitation, or termination of the eligibility of any of our institutions to participate in Title IV programs could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
As a result, the suspension, limitation, or termination of the eligibility of any of our institutions to participate in Title IV programs could have a material adverse effect on our 17 Table of Contents business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Inaccurate or untimely reporting or administration 23 Table of Contents of funds to students could result in suspension or termination of our eligibility to participate in these federal and state programs and have a material adverse impact on enrollment and revenue, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Inaccurate or untimely reporting or administration of funds to students could result in suspension or termination of our eligibility to participate in these federal and state programs and have a material adverse impact on enrollment and revenue, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Despite ongoing efforts to provide more scholarships to prospective students, and to increase quality and build our reputation, negative perceptions of the value of a college degree, increased reluctance to take on debt, and the resulting lower student consumer confidence may continue to impact enrollment in the future.
Despite ongoing efforts to provide more scholarships and other financing sources to prospective students, and to increase quality and build our reputation, negative perceptions of the value of a college degree, increased reluctance to take on debt, and the resulting lower student consumer confidence may continue to impact enrollment in the future.
We rely upon our information technology systems and infrastructure for operating our business. We could experience theft of sensitive data or confidential information or reputational damage from malware or other cyber-attacks, which may compromise our system infrastructure or lead to data leakage, either internally or at our third-party providers.
We rely upon our information technology systems and infrastructure to operate our business. We could experience theft of sensitive data or confidential information or reputational damage from malware or other cyber-attacks, which may compromise our system infrastructure or lead to data leakage, either internally or at our third-party providers.
The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Further, our share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, or reduce our available cash balance.
The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Further, our share repurchases could have an impact on our share trading prices, increase the 27 Table of Contents volatility of the price of our common stock, or reduce our available cash balance.
Any disruption in an institution’s eligibility to participate in Title IV programs would materially and adversely impact our business, financial condition, results of operations, and cash flow.
Any disruption in an institution’s eligibility to participate in Title IV programs would materially and adversely impact our business, financial condition, results of operations, and cash flows.
All of our Title IV institutions are subject to meeting financial and administrative standards. These standards are assessed through annual compliance audits, periodic renewal of institutional PPAs, periodic program reviews, and ad hoc events which may lead ED to evaluate an institution’s financial responsibility or administrative capability. See “Financial Responsibility” and “Administrative Capability” in Item 1. “Business” for additional information.
All of our Title IV institutions are subject to meeting financial and administrative standards. These standards are assessed through annual compliance audits, periodic renewal of institutional PPAs, periodic program reviews, and ad hoc events which may lead ED to evaluate an institution’s financial responsibility or administrative capability. See “Financial Responsibility” and “Administrative Capability” in Item 1.
If certain accreditation is suspended or withdrawn with respect to any of our Title IV institutions, they would not be eligible to participate in Title IV programs until the accreditation is reinstated or is obtained from another appropriate accrediting body.
If certain accreditation is suspended or withdrawn with respect to any of our Title IV institutions, they would not be eligible to participate in Title IV programs 20 Table of Contents until the accreditation is reinstated or is obtained from another appropriate accrediting body.
Our Title IV institutions may lose eligibility to participate in Title IV programs if, on a cash basis, the percentage of the institution’s revenue derived from Title IV programs for two consecutive fiscal years is greater than 90% (the “90/10 Rule”).
Our Title IV institutions may lose eligibility to participate in Title IV programs if, on a cash basis, the percentage of the institution’s revenue derived from Title IV programs for two consecutive fiscal years is greater than 90%.
As a result, we may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on 28 Table of Contents our indebtedness.
As a result, we may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.
The performance and reliability of our computer networks and system applications, especially online educational platforms and student operational and financial aid packaging applications, are critical to our reputation and ability to 25 Table of Contents attract and retain students.
The performance and reliability of our computer networks and system applications, especially online educational platforms and student operational and financial aid packaging applications, are critical to our reputation and ability to attract and retain students.
In addition, the reduction or elimination of these non-Title IV sources of student funding may adversely affect our 90/10 rate. 22 Table of Contents We could be subject to sanctions if we fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program.
In addition, the reduction or elimination of these non-Title IV sources of student funding may adversely affect our 90/10 Rule percentage. We could be subject to sanctions if we fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program.
If our business experiences prolonged occurrences of adverse public health conditions and the reinstatement of stay-at-home orders, we believe it could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Natural disasters or other extraordinary events or political disruptions may cause us to close some of our schools or suffer casualty losses.
If our business experiences prolonged occurrences of adverse public health conditions, we believe it could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Natural disasters or other extraordinary events or political disruptions may cause us to close some of our schools or suffer casualty losses.
If our business results and financial condition were materially and adversely impacted, then such intangible assets and goodwill could be impaired, requiring a possible write-off of up to $776.7 million of intangible assets and up to $961.3 million of goodwill.
If our business results and financial condition were materially and adversely impacted, then such intangible assets and goodwill could be impaired, requiring a possible write-off of up to $765.5 million of intangible assets and up to $961.3 million of goodwill.
If any of our third-party servicers discontinues providing such services to us, we may not be able to replace such third-party servicer in a timely, cost-efficient, or effective manner, or at all, and we could lose our ability to comply with collection, lending, and Title IV requirements, which could have a material adverse effect on our enrollment, revenue, and results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
If any of our third-party servicers discontinues providing such services to us, we may not be able to replace such third-party servicer in a timely, cost-efficient, or effective manner, or at all, and we could lose our ability to comply with collection, lending, and Title IV requirements, which could have a material adverse effect on our enrollment, revenue, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. 22 Table of Contents We provide financing programs to assist some of our students in affording our educational offerings.
Certain provisions in proposed legislation, if enacted, or implementation of existing or future law by a current or future administration, could have a material adverse effect on our business, including but not limited to legislation that limits the enrollment of U.S. citizens in foreign medical schools and legislation that could require institutions to share in the risk of defaulted federal student loans.
Certain legislation, provisions in proposed legislation if enacted, or implementation of existing or future law by a current or future administration, could have a material adverse effect on our business, including but not limited to legislation that limits the enrollment of U.S. citizens in foreign medical schools, legislation that could require institutions to share in the risk of defaulted federal student loans, and legislation that ties institutions’ eligibility for Title IV funds to the earnings of its graduates.
The personal information that we collect may be vulnerable to breach, theft, or loss that could adversely affect our reputation and operations. Possession and use of personal information in our operations subjects us to risks and costs that could harm our business.
The personal information that we collect may be vulnerable to breach, theft, or loss that could adversely affect our reputation and operations. Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. We collect, use, and retain large amounts of personal information regarding our students and their families.
It is possible that a finding or allegation arising from current or future legal proceedings or governmental administrative actions may create significant liability under the proposed regulations.
It is possible that a finding or allegation arising from current or future legal proceedings or governmental administrative actions may create significant liability under the proposed regulations. Under the Higher Education Act (“HEA”), the U.S.
Additionally, although inconsistent with its usual practices, ED has broad discretion to impose significant limitations on us and our business operations arising from acts it determines are in violation of their regulations.
Additionally, although inconsistent with its usual practices, ED and other regulatory and accrediting bodies have broad discretion to impose significant limitations on us and our business operations arising from acts it determines are in violation of their regulations or standards.
Under the Higher Education Act (“HEA”), ED is authorized to specify in regulations which acts or omissions of an institution of higher education a borrower may assert as a Defense to Repayment of a Direct Loan made under the Federal Direct Loan Program. See “Borrower Defense to Repayment” in Item 1. “Business” for additional information.
Department of Education (“ED”) is authorized to specify in regulations which acts or omissions of an institution of higher education a borrower may assert as a Borrower Defense to Repayment of a Direct Loan made under the Federal Direct Loan Program. See “Borrower Defense to Repayment” in Item 1.
As of June 30, 2024, intangible assets from business combinations totaled $776.7 million and goodwill totaled $961.3 million. Together, these assets equaled 63% of total assets as of such date.
As of June 30, 2025, intangible assets from business combinations totaled $765.5 million and goodwill totaled $961.3 million. Together, these assets equaled 63% of total assets as of such date.
Unresolved investigations, claims, and actions, or adverse resolutions or settlements thereof, could also result in additional inquiries, administrative actions or lawsuits, increased scrutiny, the withholding of authorizations, and/or the imposition of other sanctions by state education and professional licensing authorities, taxing authorities, our accreditors and other regulatory agencies governing us, which, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. 16 Table of Contents Government and regulatory agencies and third parties have initiated, and could initiate additional investigations, claims, or actions against us, which could require us to pay monetary damages, halt certain business practices, or receive other sanctions.
Unresolved investigations, claims, and actions, or adverse resolutions or settlements thereof, could also result in additional inquiries, administrative actions or lawsuits, increased scrutiny, the withholding of authorizations, and/or the imposition of other sanctions by state education and professional licensing authorities, taxing authorities, our accreditors and other regulatory agencies governing us, which, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.
Our Board authorized a share repurchase program pursuant to which we may repurchase up to $300.0 million of our common stock through January 16, 2027. As of June 30, 2024, $211.6 million of authorized share repurchases were remaining under this share repurchase program.
Our Board authorized a share repurchase program pursuant to which we may repurchase up to $150.0 million of our common stock through May 6, 2028. As of June 30, 2025, $150.0 million of authorized share repurchases were remaining under this share repurchase program.
In particular, our ability to participate in federal Title IV programs is dependent on the ability of our past students to avoid default on student loans, obtain employment, and pay for a portion of their education with private funds.
Our ability to comply with several ED regulations is not entirely within our control. In particular, our ability to participate in federal Title IV programs is dependent on the ability of our past students to avoid default on student loans, obtain sufficiently remunerative employment, and of our future students to pay for a portion of their education with private funds.
We are continuing to evaluate emerging developments related to the Pillar Two model rules and related legislation in jurisdictions in which we operate. These changes increase tax uncertainty and may adversely impact our effective tax rate in future years. We will continue to monitor pending legislation and implementation by individual countries and evaluate the potential impact on our financial statements.
We are continuing to evaluate emerging developments related to the Pillar Two model rules and related legislation in jurisdictions in which we operate. These changes increase tax uncertainty and may adversely impact our effective tax rate in future years.
Increased scrutiny of accreditors by ED in connection with ED’s recognition process may result in increased scrutiny of institutions by accreditors or have other consequences. 20 Table of Contents If regulators do not approve, or delay their approval, of transactions involving a material change of ownership or change of control of Adtalem, the eligibility of our institutions to participate in Title IV programs, our institutions’ accreditations and our institutions’ state licenses may be impaired in a manner that materially and adversely affects our business.
If regulators do not approve, or delay their approval, of transactions involving a material change of ownership or change of control of Adtalem, the eligibility of our institutions to participate in Title IV programs, our institutions’ accreditations and our institutions’ state licenses may be impaired in a manner that materially and adversely affects our business.
In addition, adding new locations, programs, and capacity may require significant financial investments and human resource capabilities. The failure to obtain appropriate approvals or to properly allocate financial and human resources could adversely impact our future growth.
In addition, adding new locations, programs, and capacity may require significant financial investments and human resource capabilities. The failure to obtain appropriate approvals or to properly allocate financial and human resources could adversely impact our future growth. The impacts of potential tariffs on supply chains and construction materials may increase the costs of building new campuses.
Some of this personal information is held and managed by certain of our vendors. Confidential information also may become available to third parties inadvertently when we integrate or convert computer networks into our network following an acquisition or in connection with system upgrades from time to time.
Confidential information also may become available 24 Table of Contents to third parties inadvertently when we integrate or convert computer networks into our network following an acquisition or in connection with system upgrades from time to time.
Within Title IV regulations, pending or future lawsuits, investigations, program reviews, and other events could each trigger, automatically or in some cases at ED’s discretion, the posting of letters of credit or other securities. ED has recently allowed Adtalem to reduce its outstanding letters of credit by $90.8 million.
Within Title IV regulations, pending or future lawsuits, investigations, program reviews, and other events could each trigger, automatically or in some cases at ED’s discretion, the posting of letters of credit or other securities.
Although legal action has for the time being blocked implementation of new Defense to Repayment regulations, the outcome of any legal proceeding instituted by a private party or governmental authority, facts asserted in pending or future lawsuits, and/or the outcome of any future governmental inquiry, lawsuit, or enforcement action (including matters described in Note 21 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8.
“Business” for additional information. 16 Table of Contents Although OBBBA blocked implementation of the 2023 Borrower Defense to Repayment regulations until 2035, the 2020 regulations have been restored and the outcome of any legal proceeding instituted by a private party or governmental authority, facts asserted in pending or future lawsuits, and/or the outcome of any future governmental inquiry, lawsuit, or enforcement action (including matters described in Note 18 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8.
We provide financing programs to assist some of our students in affording our educational offerings. These programs are subject to various federal and state rules and regulations. Failure to comply with these regulations could subject us to fines, penalties, obligations to discharge loans, and other injunctive requirements.
These programs are subject to various federal and state rules and regulations. Failure to comply with these regulations could subject us to fines, penalties, obligations to discharge loans, and other injunctive requirements.
As a result, even though Adtalem’s Title IV institutions are operated through independent entities, an enforcement action against one of our institutions could also have a material adverse effect on the businesses, financial condition, results of operations, and cash flows of Adtalem’s other Title IV institutions.
As a result, even though Adtalem’s Title IV institutions are operated through independent entities, an enforcement action against one of our institutions could also have a material adverse effect on the businesses, financial condition, results of operations, and cash flows of Adtalem’s other Title IV institutions. 15 Table of Contents The ongoing regulatory effort aimed at all Title IV participating institutions could be a catalyst for additional legislative or regulatory restrictions, investigations, enforcement actions, and claims.
Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce Adtalem’s student enrollment and/or increase its costs of operation. Political and 18 Table of Contents budgetary concerns significantly affect Title IV programs. The U.S.
Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce Adtalem’s student enrollment and/or increase its costs of operation. Political and budgetary concerns significantly affect Title IV programs. The U.S. Congress enacted the HEA to be reauthorized on a periodic basis, which most recently occurred in August 2008.
In addition, an adverse action by any of our institutional accreditors other than loss of accreditation, such as issuance of a warning, could have a material adverse effect on our business.
In addition, an adverse action by any of our institutional accreditors other than loss of accreditation, such as issuance of a warning or probation, could have a material adverse effect on our business. Increased scrutiny of accreditors by ED in connection with ED’s recognition process may result in increased scrutiny of institutions by accreditors or have other consequences.
Proposed changes in, or lapses of, U.S. tax laws regarding earnings from international operations could adversely affect our financial results. Our effective tax rate could be subject to volatility or be adversely impacted by changes to federal tax laws governing the taxation of foreign earnings of U.S. based companies.
Changes in tax laws or exposure to additional income tax liabilities may have a negative impact on our financial results. Our effective tax rate could be subject to volatility or be adversely impacted by changes to federal tax laws governing the taxation of foreign earnings of U.S. based companies.
The defense and resolution of these matters could require us to expend significant resources. Due to the regulatory and enforcement efforts at times directed at proprietary postsecondary higher education institutions and adverse publicity arising from such efforts, we may face additional government and regulatory investigations and actions, lawsuits from private plaintiffs, and shareholder class actions and derivative claims.
Due to the regulatory and enforcement efforts at times directed at all Title IV participating institutions and adverse publicity arising from such efforts, we may face additional government and regulatory investigations and actions, lawsuits from private plaintiffs, and shareholder class actions and derivative claims.
Our undergraduate and graduate educational programs are concentrated in selected areas of medical and healthcare. If applicant career interests or employer needs shift away from these fields, and we do not anticipate or adequately respond to that trend, future enrollment and revenue may decline and the rates at which our graduates obtain jobs involving their fields of study could decline.
If applicant career interests or employer needs shift away from these fields, and we do not anticipate or adequately respond to that trend, future enrollment and revenue may decline and the rates at which our graduates obtain jobs involving their fields of study could decline. 23 Table of Contents If our graduates are unable to find appropriate employment opportunities or obtain professional licensure or certification, we may not be able to recruit new students.
Institutions may lose Title IV eligibility if the most recent cohort default rate on student loans exceeds 40% or if each of the three most recent cohort default rates exceed 30%. According to ED, the default rate for all Title IV institutions nationally was 0.0% for the fiscal year 2020 cohort and 2.3% for the fiscal year 2019 cohort.
Additionally, institutions may lose Title IV eligibility if the most recent cohort default rate on student loans exceeds 40% or if each of the three most recent cohort default rates exceed 30%.
If ED does not recertify any one of our institutions to continue participating in Title IV programs, students at that institution would lose their access to Title IV program funds. Alternatively, ED could recertify our institutions but require our institutions to accept significant limitations as a condition of their continued participation in Title IV programs.
Alternatively, ED could recertify our institutions but require our institutions to accept significant limitations as a condition of their continued participation in Title IV programs.
Congress enacted the HEA to be reauthorized on a periodic basis, which most recently occurred in August 2008. A comprehensive HEA reauthorization bill has not yet been introduced. However, standalone bills impacting Title IV federal financial aid programs have been introduced in both chambers of Congress.
A comprehensive HEA reauthorization bill has not yet been introduced. However, standalone bills impacting Title IV federal financial aid programs have been introduced in both chambers of Congress. Some of these bills could be included in a larger legislative package, which could include the HEA. When the HEA is reauthorized, existing programs and participation requirements are subject to change.
The cohort default rates for Adtalem’s institutions were 0.0% for 2020 and none were greater than 1.1% for the fiscal year 2019 cohort. ED rules prohibiting “substantial misrepresentation” create exposure to litigation arising from student and prospective student complaints and enforcement actions by ED that could restrict or eliminate our eligibility to participate in Title IV programs.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We are currently evaluating whether Do No Harm will impact any Adtalem programs. ED rules prohibiting “substantial misrepresentation” create exposure to litigation arising from student and prospective student complaints and enforcement actions by ED that could restrict or eliminate our eligibility to participate in Title IV programs.
Congress can change the laws affecting Title IV programs in annual federal appropriations bills and other laws it enacts between the HEA reauthorizations. At this time, Adtalem cannot predict any or all of the changes that the U.S. Congress may ultimately make. Since a significant percentage of Adtalem’s revenue is tied to Title IV programs, any action by the U.S.
Since a significant percentage of Adtalem’s revenue is tied to Title IV programs, any action by the U.S.
We collect, use, and retain large amounts of personal information regarding our students and their families, including social security numbers, tax return information, personal and family financial data, and credit card numbers. We also collect and maintain personal information of our employees and contractors in the ordinary course of our business.
We also collect and maintain personal information of our employees and contractors in the ordinary course of our business. Some of this personal information is held and managed by certain of our vendors.
Removed
The ongoing regulatory effort aimed at proprietary postsecondary institutions of higher education could be a catalyst for additional legislative or regulatory restrictions, investigations, enforcement actions, and claims. The proprietary postsecondary education sector has at times experienced scrutiny from federal legislators, agencies, and state legislators and attorneys general.
Added
At times, Title IV participating institutions, from all sectors, have experienced scrutiny from federal and state legislators, agencies, attorneys general, and other government officials.
Removed
Some of these bills could be included in a larger legislative package, which could include the HEA. When the HEA is reauthorized, existing programs and participation requirements are subject to change. Additionally, funding for student financial assistance programs may be impacted during appropriations and budget actions. The U.S.
Added
Government and regulatory agencies and third parties have initiated, and could initiate additional investigations, claims, or actions against us, which could require us to pay monetary damages, halt certain business practices, or receive other sanctions. The defense and resolution of these matters could require us to expend significant resources.
Removed
Our ability to comply with some ED regulations is affected by economic forces affecting our students and graduates that are not entirely within our control. Our ability to comply with several ED regulations is not entirely within our control.
Added
Additionally, funding for student financial assistance programs may be impacted during appropriations and budget actions. The U.S. Congress can change the laws affecting Title IV programs in annual federal appropriations bills and other laws it enacts between the HEA reauthorizations, as it did in the recent OBBBA, as discussed in detail in Item 7.
Removed
Our enrollment may be adversely affected by presentations of data that are not representative of actual educational costs for our prospective students. ED and other public policy organizations are concerned with the affordability of higher education and have developed various tools and resources to help students find low-cost educational alternatives.
Added
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We are currently analyzing the changes made by OBBBA and what effect they may have on Adtalem. At this time, Adtalem cannot predict what additional changes the U.S. Congress may ultimately make.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+4 added−4 removed3 unchanged
Biggest changeOur Audit and Finance Committee (“AFC”), comprised entirely of independent directors, is responsible for oversight of risks from cybersecurity threats. The Chair of our AFC has received a CERT certificate in Cybersecurity Oversight from Carnegie Mellon University in partnership with the National Association of Corporate Directors.
Biggest changeThe Chair of our AFC has received a CERT certificate in Cybersecurity Oversight from Carnegie Mellon University in partnership with the National Association of Corporate Directors. Our CISO briefs the AFC on cybersecurity matters, including the evolving threat landscape and Adtalem’s threat mitigation efforts, four times a year.
The Response Plan includes initial steps to convene a response team, contain the incident, consider insurance notification requirements, determine the type of incident and escalation, consider the communications protocol and possible disclosure requirements, and consider involving law enforcement. The Response Plan also provides for a lessons learned review to identify improvements that could be made.
The Incident Response Plan includes initial steps to convene a response team, contain the incident, consider insurance notification requirements, determine the type of incident and escalation, consider the communications protocol and possible disclosure requirements, and consider involving law enforcement. The Incident Response Plan also provides for a lessons learned review to identify improvements that could be made.
Item 1C. Cybersecurity Cyber Risk Management Strategy Adtalem recognizes the importance of safeguarding sensitive information pertaining to our students, employees, institutions, and operations. Our Cyber Risk Management Framework is designed to fortify our defenses against potential cyber threats and to protect the integrity, confidentiality, and availability of critical data.
Item 1C. Cybersecurity Cyber Risk Management Strategy Adtalem recognizes the importance of safeguarding sensitive information pertaining to our students, employees, institutions, and operations. Our Cyber Risk Management Framework (“CRMF”) is designed to fortify our defenses against potential cyber threats and to protect the integrity, confidentiality, and availability of critical data.
Our organization has not identified or discovered any cybersecurity threats over the past three fiscal years that have materially impacted or are reasonably likely to materially impact our business strategy, operations, or financial condition. Expenses related to cybersecurity incidents have been immaterial.
Our organization has not identified or discovered any cybersecurity threats over the past three fiscal years that have materially impacted or are reasonably likely to materially impact our business strategy, operations, or financial condition. Expenses related to cybersecurity incidents have not been material.
The CISO has over twenty years of information technology and cybersecurity experience, including executive leadership roles at Fortune 500 organizations within regulated sectors 29 Table of Contents including financial services and healthcare. The CISO leads a team of experienced subject matter experts with focus on strategy formulation, architecture design, incident response, colleague training, risk management, and governance functions.
The CISO has over twenty years of information technology and cybersecurity experience, including executive leadership roles at Fortune 500 organizations within regulated sectors including financial services and healthcare. The CISO leads a team of experienced subject matter experts with focus on strategy formulation, architecture design, incident response, colleague training, risk management, and governance functions.
We regularly conduct Cyber Incident Response Plan (the “Incident Response Plan”) tabletop exercises, including simulations of malware and ransomware attacks. Our IT environment and cybersecurity-related controls are reviewed by our internal audit function and external third parties. We sponsor third-party assessments, including cyber risk reviews and penetration testing, to evaluate our cybersecurity program independently.
We regularly conduct Incident Response Plan tabletop exercises, including simulations of malware and ransomware attacks. Our IT environment and cybersecurity-related controls are reviewed by our internal audit function and external third parties. We sponsor third-party assessments, including cyber risk reviews and penetration testing, to evaluate our cybersecurity program independently.
Adtalem has a Cyber Incident Response Plan (“Response Plan”) that delineates the requirements of notification, classification, analysis, and communication of cybersecurity incidents based on the identified severity level.
Adtalem has a Cyber Incident Response Plan (“Incident Response Plan”) that delineates the requirements of notification, classification, analysis, and communication of cybersecurity incidents based on the identified severity level.
An integral component of Adtalem’s Response Plan is our Privacy Incident Response Plan (the “Privacy Response Plan”) which addresses privacy of our students’ records, including under the Family Education Rights and Privacy Act of 1974. The Privacy Response Plan requires annual training for our employees on how to recognize and report potential privacy incidents.
An integral component of Adtalem’s Incident Response Plan is our Privacy Incident Response Plan (the “Privacy Response Plan”) which addresses privacy of our students’ records, including under the FERPA. The Privacy Response Plan requires annual training for our employees on how to recognize and report potential privacy incidents.
This team includes diverse industry backgrounds spanning Financial Services, Healthcare, and Government. The CISO team is supported by a Security Operations team reporting into the Information Technology (“IT”) function. This IT team provides engineering and technical expertise. The team is further supported by a 24x7 Security Operations Center (“SOC”).
The CISO team is supported by a Security Operations team reporting into the Information Technology (“IT”) function. This IT team provides engineering and technical expertise. The team is further supported by a 24x7 Security Operations Center (“SOC”).
Our Chief Information Security Officer (“CISO”) manages Adtalem’s enterprise-wide cybersecurity program and reports to Adtalem’s Chief Financial Officer. The CISO has been responsible for assessing and managing material risks from cybersecurity threats at Adtalem since 2018.
Our cybersecurity program has adopted controls mapped to these frameworks and incorporated them into Adtalem’s policies, risk registers, control testing plans, and vendor assessments. Our Chief Information Security Officer (“CISO”) manages Adtalem’s enterprise-wide cybersecurity program and reports to Adtalem’s Chief Financial Officer. The CISO has been responsible for assessing and managing material risks from cybersecurity threats at Adtalem since 2018.
Program Highlights Our program is anchored by our Enterprise Information Security Framework (“EISF”), which adheres to the guidelines set forth by the National Institute of Standards and Technology (“NIST”) 800-53 Framework.
These assessments inform control implementations based on likelihood and impact to operational, financial, and reputational harm. 28 Table of Contents Program Highlights The CMRF is anchored by our Enterprise Information Security Framework (“EISF”), which adheres to the guidelines set forth by the National Institute of Standards and Technology (“NIST”) 800-53 Framework.
Our year-round cybersecurity awareness program mandates training for all system users, covering essential topics such as safeguarding sensitive information, identifying phishing attempts, securing mobile devices, and understanding the risks associated with artificial intelligence (“AI”) platforms. Recognizing the importance of third-party risk, our strategic sourcing protocols mandate detailed cybersecurity assessments for potential third-party suppliers.
Our year-round cybersecurity awareness program mandates training for all system users, covering essential topics such as safeguarding sensitive information, identifying phishing attempts, securing mobile devices, and understanding the risks associated with artificial intelligence (“AI”) platforms. Our cybersecurity awareness training is mandatory for all employees and is conducted at least annually, with targeted phishing simulation campaigns conducted throughout the year.
Cybersecurity risks are also reviewed and discussed with the AFC and the full Board as part of our annual enterprise risk management (“ERM”) assessment. In February 2024, our full Board reviewed and discussed best practices for cybersecurity and cybersecurity disclosures with an external third party.
At each quarterly meeting, the Chair of our AFC also briefs the full Board on cybersecurity matters discussed at AFC meetings. Cybersecurity risks are also reviewed and discussed with the AFC and the full Board as part of our annual enterprise risk management (“ERM”) assessment.
Removed
New engagements with third parties are contingent upon affirmative evaluations or adherence to risk mitigation/acceptance protocols. Contracts with third parties include provisions for breach notification, investigation, root cause analysis, and remediation. We maintain a cybersecurity insurance policy covering costs that we may incur in connection with incidents.
Added
Our CRMF includes continuous risk assessments, threat modeling, vulnerability scans, and monitoring for indicators of compromise.
Removed
Our policy limits are commensurate with the size and the nature of our operations. However, Adtalem may incur expenses and losses related to a cyber incident that are not covered by insurance or are in excess of our insurance coverage. Governance Cybersecurity is acknowledged as an important enterprise risk at Adtalem.
Added
This team includes diverse industry backgrounds spanning financial services, healthcare, and government. The CISO provides regular updates to executive management and ensures independent validation of key controls through internal and external reviews. The CISO’s function operates independently of IT operations, with direct access to the Audit and Finance Committee as needed.
Removed
Our CISO briefs the AFC on cybersecurity matters, including the evolving threat landscape and Adtalem’s threat mitigation efforts, four times a year. At each quarterly meeting, the Chair of our AFC also briefs the full Board on cybersecurity matters discussed at AFC meetings.
Added
Third-party suppliers are subject to a formal onboarding process that includes completion of a cybersecurity questionnaire, review of SOC 2 or ISO certifications where available, and risk scoring. New engagements with third parties are contingent 29 Table of Contents upon affirmative evaluations or adherence to risk mitigation/acceptance protocols.
Removed
The subsequent Board discussion included a focus on the cyber threat landscape, responses to cyberattacks, risks posed by third-party vendors, and best practices to address cyber risks. 30 Table of Contents
Added
Contracts with third parties include provisions for breach notification, investigation, root cause analysis, and remediation. Governance Cybersecurity is acknowledged as an important enterprise risk at Adtalem. Our Audit and Finance Committee (“AFC”), comprised entirely of independent directors, is responsible for oversight of risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−1 removed4 unchanged
Biggest changeThe RUSVM campus is also supported by administrative staff located in office space in North Brunswick, New Jersey. Home Office Adtalem’s headquarters leased facility in Chicago, Illinois has 57,000 square feet. Adtalem also leases office space in Columbia, Maryland with 53,000 square feet and Washington, D.C. with 9,000 square feet. 31 Table of Contents
Biggest changeThe RUSVM campus is also supported by administrative staff located in office space in North Brunswick, New Jersey. Home Office Adtalem is headquartered in Chicago, Illinois in a leased facility with 84,000 square feet. Adtalem also leases office space in Lisle, Illinois with 153,000 square feet, Columbia, Maryland with 53,000 square feet, and Washington, D.C. with 9,000 square feet.
The campus is owned and includes 253,000 square feet. Educational facilities include an anatomy/clinical building, pathology building, research building with state-of-the-art necropsy lab, classroom buildings, administration building, bookstore, cafeteria, and a library/learning resource center. Animal care facilities include kennels, an aviary, and livestock barns. Student-life and student residence facilities are also located on the campus.
The campus is owned and includes 253,000 square feet. Educational facilities include an anatomy/clinical building, pathology building, research building with state-of-the-art necropsy lab, classroom buildings, administration building, bookstore, cafeteria, and a library/learning resource center. Animal care 30 Table of Contents facilities include kennels, an aviary, and livestock barns. Student-life facilities are also located on the campus.
Item 2. Properties Adtalem’s leased facilities are occupied under leases whose remaining terms range from 1 to 15 years. Some of our leases contain provisions giving Adtalem the right to terminate early or renew its lease for additional periods at various rental rates, although generally at rates higher than are currently being paid.
Item 2. Properties Adtalem’s leased facilities are occupied under leases whose remaining terms range from 1 to 15 years. Some of our leases contain provisions giving Adtalem the right to terminate early or renew its lease for additional periods at various rental rates, although generally at higher rates. Adtalem’s owned facilities total 775,000 square feet worldwide.
These sublease agreements were entered into at comparable market rates and all sublease terms expire by December 2025. Chamberlain Chamberlain currently operates 23 campuses in 15 states, of which 3 are in Adtalem owned locations and 20 in leased facilities. Chamberlain’s total portfolio of academic and administrative operations comprise approximately 1.0 million square feet.
No facility that is owned by Adtalem is subject to a mortgage or other indebtedness. Chamberlain Chamberlain currently operates 23 campuses in 15 states, of which 3 are in Adtalem owned locations and 20 in leased facilities. Chamberlain’s total portfolio of academic and administrative operations comprises approximately 1.0 million square feet.
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Adtalem’s owned facilities total 883,000 square feet worldwide. No facility that is owned by Adtalem is subject to a mortgage or other indebtedness. Adtalem is subleasing space, in full or in part, at four facilities. Three of these facilities are subleased to DeVry University and/or Carrington College (a business formerly owned by Adtalem), which Adtalem remains as the primary lessee.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSimpson joined Adtalem in December 2022 as Senior Vice President, Chief Communications Officer and Corporate Affairs Officer. Prior to joining Adtalem, Ms. Simpson served as Senior Vice President, Global Communications, Impact, Events, Access, Creative at Under Armour, Inc. from 2020 through 2022. Previously, Ms.
Biggest changeMegan Noel Senior Vice President, Chief Corporate Affairs Officer ​ ​ 40 ​ Ms. Noel joined Adtalem in May 2025 as Senior Vice President, Chief Corporate Affairs Officer. Prior to joining Adtalem, Ms. Noel served as Global President, Corporate Affairs at Golin from October 2024 through May 2025. Previously, Ms.
Phelan Senior Vice President, Chief Financial Officer ​ ​ 59 ​ Mr. Phelan joined Adtalem in February 2020 as Vice President, Chief Accounting Officer. Effective April 24, 2021, Mr. Phelan served as Interim Chief Financial Officer and was appointed Senior Vice President, Chief Financial Officer in October 2021. Prior to joining Adtalem, Mr.
Phelan joined Adtalem in February 2020 as Vice President, Chief Accounting Officer. Effective April 24, 2021, Mr. Phelan served as Interim Chief Financial Officer and was appointed Senior Vice President, Chief Financial Officer in October 2021. Prior to joining Adtalem, Mr.
Liles served as Chief Executive Officer of the Association of Certified Anti-Money Laundering Specialists (“ACAMS”) since March 2022 and President and Managing Director of ACAMS from November 2020 through February 2022. Previously, Mr. Liles served as President, Spire Insurance at Nationwide Insurance from November 2018 through November 2020 and President for Nationwide Pet from 2012 through 2018. Robert J.
Liles served as Chief Executive Officer of the Association of Certified Anti-Money Laundering Specialists (“ACAMS”) since March 2022 and President and Managing Director of ACAMS from November 2020 through February 2022. Previously, Mr. Liles served as President, Spire Insurance at Nationwide Insurance from November 2018 through November 2020 and President for Nationwide Pet from 2012 through 2018.
Beck Senior Vice President, General Counsel, Corporate Secretary and Institutional Support Services ​ ​ 57 ​ Mr. Beck joined Adtalem in June 2021 as Senior Vice President, General Counsel and Corporate Secretary. In January 2023, Mr. Beck assumed responsibilities for our institutional support services. Prior to joining Adtalem, Mr.
Beck Senior Vice President, General Counsel, Corporate Secretary and Institutional Support Services ​ ​ 58 ​ Mr. Beck joined Adtalem in June 2021 as Senior Vice President, General Counsel and Corporate Secretary. In January 2023, Mr. Beck assumed responsibilities for our institutional support services. Prior to joining Adtalem, Mr.
Maurice Herrera Senior Vice President, Chief Marketing Officer ​ ​ 54 ​ Mr. Herrera joined Adtalem in October 2021 as Senior Vice President, Chief Marketing Officer. Prior to joining Adtalem, Mr. Herrera served as Senior Vice President, Americas Chief Marketing Officer at Avis Budget from 2018 through 2021. Previously, Mr.
Maurice Herrera Senior Vice President, Chief Marketing Officer ​ ​ 55 ​ Mr. Herrera joined Adtalem in October 2021 as Senior Vice President, Chief Marketing Officer. Prior to joining Adtalem, Mr. Herrera served as Senior Vice President, Americas Chief Marketing Officer at Avis Budget from 2018 through 2021. Previously, Mr.
Trent joined Adtalem in August 2019 as Vice President, Strategy and Corporate Development. In July 2022, Mr. Trent was appointed Senior Vice President, Chief Strategy and Transformation Officer. Prior to joining Adtalem, Mr. Trent served as Chief Operating Officer at HBR Consulting from 2018 through 2019. Previously, Mr.
Trent joined Adtalem in August 2019 as Vice President, Strategy and Corporate Development. In July 2022, Mr. Trent was appointed Senior Vice President, Chief Strategy and Transformation Officer. In November 2024, Mr. Trent was appointed President, Adtalem Elevate. Prior to joining Adtalem, Mr. Trent served as Chief Operating Officer at HBR Consulting from 2018 through 2019. Previously, Mr.
Item 4. Mine Safety Disclosures Not applicable. ​ ​ Information About Our Executive Officers Our executive officers are as follows, along with each executive officer’s position, age, and business experience as of the date of this filing: ​ Name and Current Position Age Business Experience Stephen W. Beard President and Chief Executive Officer ​ ​ 53 ​ Mr.
Item 4. Mine Safety Disclosures Not applicable. ​ ​ Information About Our Executive Officers Our executive officers are as follows, along with each executive officer’s position, age, and business experience as of the date of this filing: ​ Name and Current Position Age Business Experience Stephen W. Beard Chairman and Chief Executive Officer ​ ​ 54 ​ Mr.
Beck held a variety of leadership roles at Hub Group from 2011 through 2021 and was most recently Executive Vice President, General Counsel and Secretary. Previously, Mr. Beck served in a legal capacity in a number of other companies across a variety of industries including Alberto Culver, Navistar, and Allegiance Healthcare. Michael Betz President, Walden University ​ 51 ​ Mr.
Beck held a variety of leadership roles at Hub Group from 2011 through 2021 and was most recently Executive Vice President, General Counsel and Secretary. Previously, Mr. Beck served in a legal capacity in a number of other companies across a variety of industries including Alberto Culver, Navistar, and Allegiance Healthcare.
Beard was appointed Adtalem’s President and Chief Executive Officer. Prior to joining Adtalem, Mr. Beard held a variety of leadership roles at Heidrick & Struggles, International from 2003 through 2018 and was most recently Executive Vice President, Chief Administrative Officer and General Counsel. Douglas G.
Beard was appointed Adtalem’s President and Chief Executive Officer. In November 2024, Mr. Beard was appointed Chairman of Adtalem’s Board of Directors. Prior to joining Adtalem, Mr. Beard held a variety of leadership roles at Heidrick & Struggles, International from 2003 through 2018 and was most recently Executive Vice President, Chief Administrative Officer and General Counsel. Douglas G.
Phelan was the Senior Vice President, Finance - Treasurer & Chief Audit Executive at Sears from July 2016 through May 2018. Mr. Phelan also served as Senior Vice President and President – Inventory & Space Management at Sears from September 2007 through June 2016. Blake Simpson Senior Vice President, Chief Communications Officer and Corporate Affairs Officer ​ 49 ​ Ms.
Phelan was the Senior Vice President, Finance - Treasurer & Chief Audit Executive at Sears from July 2016 through May 2018. Mr. Phelan also served as Senior Vice President and President – Inventory & Space Management at Sears from September 2007 through June 2016. Evan Trent President, Adtalem Elevate ​ ​ ​ 46 ​ Mr.
Betz joined Adtalem in May 2022 as President of Walden University. Prior to joining Adtalem, Mr. Betz served in a variety of leadership roles at McKinsey & Co. from 2017 through 2022 where he most recently served as partner and was a leader in McKinsey’s higher education and growth transformation practices. Dr. Karen Cox President, Chamberlain University 64 Dr.
Betz served in a variety of leadership roles at McKinsey & Co. from 2017 through 2022 where he most recently served as partner and was a leader in McKinsey’s higher education and growth transformation practices. 31 Table of Contents ​ Name and Current Position Age Business Experience Dr. Karen Cox President, Chamberlain University 65 Dr.
Cox was Senior Vice President for Patient Care Services and Chief Nursing Officer from 2004 through 2006. 32 Table of Contents ​ Name and Current Position Age Business Experience Manjunath Gangadharan Vice President, Chief Accounting Officer ​ ​ 42 ​ Mr. Gangadharan joined Adtalem in April 2022 as Vice President, Chief Accounting Officer. Prior to joining Adtalem, Mr.
Cox was Senior Vice President for Patient Care Services and Chief Nursing Officer from 2004 through 2006. Manjunath Gangadharan Vice President, Chief Accounting Officer ​ ​ 43 ​ Mr. Gangadharan joined Adtalem in April 2022 as Vice President, Chief Accounting Officer. Prior to joining Adtalem, Mr. Gangadharan served as Vice President, Corporate Controller at Culligan International since April 2021.
Herrera served as Senior Vice President, Head of Marketing at Weight Watchers from 2014 through 2018. Scott Liles President, Medical and Veterinary ​ 58 ​ Mr. Liles joined Adtalem in April 2024 as President, Medical and Veterinary. Prior to joining Adtalem, Mr.
Herrera served as Senior Vice President, Head of Marketing at Weight Watchers from 2014 through 2018. Sara Hill Senior Vice President, Chief Human Resources Officer ​ ​ 56 ​ Ms. Hill joined Adtalem in September 2024 as Senior Vice President, Chief Human Resources Officer. Prior to joining Adtalem, Ms.
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Gangadharan served as Vice President, Corporate Controller at Culligan International since April 2021. Previously, Mr.
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Michael Betz Chief Digital Officer and President, Walden University ​ 52 ​ Mr. Betz joined Adtalem in May 2022 as President of Walden University. In January 2025, Mr. Betz assumed additional responsibilities as Chief Digital Officer. Prior to joining Adtalem, Mr.
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Simpson served as Vice President of Public Affairs and Communications at CKE Restaurants, Inc. from 2018 through 2020. 33 Table of Contents ​ Name and Current Position Age Business Experience Steven Tom Senior Vice President, Chief Customer Officer ​ ​ 43 ​ Mr.
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Hill served as Chief Human Resources Officer at Intricon from 2020 through 2024. Previously, Ms. Hill served as Chief Human Resources Officer at Ceridian from 2012 through 2016. Scott Liles President, Medical and Veterinary ​ 59 ​ Mr. Liles joined Adtalem in April 2024 as President, Medical and Veterinary. Prior to joining Adtalem, Mr.
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Tom joined Adtalem in August 2021 as Senior Vice President, Chief Customer Officer when Adtalem acquired Walden University from Laureate Education. Prior to joining Adtalem, Mr. Tom served as Chief Transformation Officer and Senior Vice President, Student Experience at Walden University from 2018 through 2021, leading digital transformation, student experience, information technology, analytics, data science, and student support.
Added
Noel held a variety of leadership roles at PwC from 2014 through 2024 and was most recently Senior Managing Director for PwC US and Mexico. 32 Table of Contents ​ Name and Current Position Age Business Experience Robert J. Phelan Senior Vice President, Chief Financial Officer ​ ​ 60 ​ Mr.
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Prior to that role, Mr. Tom was Vice President at Laureate Education leading technology innovation and digital experience from 2016 through 2018. Previously, Mr. Tom served as Senior Vice President of Analytics, Innovation and Learning at TESSCO Technologies from 2011 through 2016. Evan Trent Senior Vice President, Chief Strategy and Transformation Officer ​ ​ 45 ​ Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities There were no unregistered sales of equity securities during fiscal year 2024. 34 Table of Contents Issuer Purchases of Equity Securities The following information describes Adtalem’s stock repurchases during the fourth quarter of the fiscal year ended June 30, 2024, which includes the market price of the shares, commissions, and excise tax. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) ​ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) April 1, 2024 - April 30, 2024 ​ 165,377 ​ $ 51.94 ​ 165,377 ​ $ 211,563,176 May 1, 2024 - May 31, 2024 ​ — ​ $ — ​ — ​ $ 211,563,176 June 1, 2024 - June 30, 2024 ​ — ​ $ — ​ — ​ $ 211,563,176 Total ​ 165,377 ​ $ 51.94 ​ 165,377 ​ ​ ​ (1) See Note 16 “Share Repurchases” to the Consolidated Financial Statements in Item 8.
Biggest changeRecent Sales of Unregistered Securities There were no unregistered sales of equity securities during fiscal year 2025. 33 Table of Contents Issuer Purchases of Equity Securities The table below reflects shares of common stock we repurchased during the fourth quarter of the fiscal year ended June 30, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) ​ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) April 1, 2025 - April 30, 2025 ​ 521,165 ​ $ 103.29 ​ 521,165 ​ $ 8,701,275 May 1, 2025 - May 31, 2025 ​ 71,962 ​ $ 118.87 ​ 71,962 ​ $ 150,000,000 June 1, 2025 - June 30, 2025 ​ — ​ $ — ​ — ​ $ 150,000,000 Total ​ 593,127 ​ $ 105.18 ​ 593,127 ​ ​ ​ (1) See Note 14 “Share Repurchases” to the Consolidated Financial Statements in Item 8.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Adtalem’s common stock is listed on the New York Stock Exchange and Chicago Stock Exchange under the symbol “ATGE.” The stock transfer agent and registrar for Adtalem’s common stock is Computershare Investor Services, LLC.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Adtalem’s common stock is listed on the New York Stock Exchange and NYSE Texas under the symbol “ATGE.” The stock transfer agent and registrar for Adtalem’s common stock is Computershare Investor Services, LLC.
Performance Graph The following graph compares the cumulative total returns of Adtalem’s common stock, the NYSE Composite Index (U.S. Companies), and a Peer Group (as defined below) for the period from June 30, 2019 through June 30, 2024, assuming an investment of $100 in each on June 30, 2019 and also assumes the reinvestment of dividends.
Performance Graph The following graph compares the cumulative total returns of Adtalem’s common stock, the NYSE Composite Index (U.S. Companies), and a Peer Group (as defined below) for the period from June 30, 2020 through June 30, 2025, assuming an investment of $100 in each on June 30, 2020 and also assumes the reinvestment of dividends.
Holders There were 194 current holders of record of Adtalem’s common stock as of July 31, 2024. The number of holders of record does not include beneficial owners of its securities whose shares are held by various brokerage firms, other financial institutions, Adtalem’s 401(k) Retirement Plan, and its Colleague Stock Purchase Plan.
Holders There were 165 current holders of record of Adtalem’s common stock as of July 31, 2025. The number of holders of record does not include beneficial owners of its securities whose shares are held by various brokerage firms, other financial institutions, Adtalem’s 401(k) Retirement Plan, and its Colleague Stock Purchase Plan.
Dividends Adtalem did not pay any dividends in fiscal year 2022, 2023, or 2024. Adtalem does not expect to pay any cash dividends in the foreseeable future.
Dividends Adtalem did not pay any dividends in fiscal year 2025, 2024, or 2023. Adtalem does not expect to pay any cash dividends in the foreseeable future.
The stock price performance on the following graph is not necessarily indicative of future stock performance. 35 Table of Contents Comparison of Five-Year Cumulative Total Return Among Adtalem Global Education Inc., NYSE Composite Index, and a Peer Group ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2019 ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ 2024 Adtalem Global Education Inc. ​ 100 ​ 69 ​ 79 ​ 80 ​ 76 ​ 151 NYSE Composite Index (U.S.
The stock price performance on the following graph is not necessarily indicative of future stock performance. 34 Table of Contents Comparison of Five-Year Cumulative Total Return Among Adtalem Global Education Inc., NYSE Composite Index, and a Peer Group ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ 2024 ​ 2025 Adtalem Global Education Inc. ​ 100 ​ 114 ​ 115 ​ 110 ​ 219 ​ 408 NYSE Composite Index (U.S.
Other Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased (1) ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ​ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs April 1, 2024 - April 30, 2024 ​ — ​ $ — ​ NA ​ NA May 1, 2024 - May 31, 2024 ​ 5,268 ​ $ 65.04 ​ NA ​ NA June 1, 2024 - June 30, 2024 ​ 12,137 ​ $ 66.72 ​ NA ​ NA Total ​ 17,405 ​ ​ 66.21 ​ NA ​ NA (1) Represents shares delivered back to Adtalem for payment of withholding taxes from employees for vesting restricted stock units and shares swapped for payment on exercise of incentive stock options pursuant to the terms of Adtalem's stock incentive plans.
Other Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased (1) ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ​ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs April 1, 2025 - April 30, 2025 ​ 1,910 ​ $ 105.30 ​ NA ​ NA May 1, 2025 - May 31, 2025 ​ 1,196 ​ $ 134.23 ​ NA ​ NA June 1, 2025 - June 30, 2025 ​ 11,008 ​ $ 125.51 ​ NA ​ NA Total ​ 14,114 ​ ​ 123.51 ​ NA ​ NA (1) Represents shares delivered to Adtalem for payment of withholding taxes from employees for vesting restricted stock units and shares swapped for payment on exercise of incentive stock options pursuant to the terms of Adtalem’s stock incentive plans.
Companies) ​ 100 ​ 94 ​ 133 ​ 119 ​ 134 ​ 156 Peer Group (1) ​ 100 ​ 73 ​ 75 ​ 79 ​ 83 ​ 118 Source data: Zacks Investment Research (1) The self-determined “Peer Group” consists of the following companies selected on the basis of similarity in nature of their businesses: American Public Education, Inc.
Companies) ​ 100 ​ 142 ​ 127 ​ 143 ​ 166 ​ 193 Peer Group (1) ​ 100 ​ 104 ​ 110 ​ 115 ​ 163 ​ 213 Source data: Zacks Investment Research (1) The self-determined “Peer Group” consists of the following companies selected on the basis of similarity in nature of their businesses: American Public Education, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

88 edited+26 added−54 removed22 unchanged
Biggest changeDiluted earnings per share reconciliation to adjusted earnings per share (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2024 ​ 2023 Diluted earnings per share (GAAP) ​ $ 3.39 ​ $ 2.05 Effect on diluted earnings per share: ​ ​ ​ ​ ​ ​ Restructuring expense ​ ​ 0.05 ​ ​ 0.41 Business acquisition and integration expense ​ ​ 0.85 ​ ​ 0.94 Amortization of acquired intangible assets ​ ​ 0.88 ​ ​ 1.34 Gain on sale of assets ​ ​ - ​ ​ (0.29) Write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, investment impairment, loss on assets held for sale, and debt modification costs ​ ​ 0.52 ​ ​ 0.42 Tax benefit due to change in valuation allowance ​ ​ - ​ ​ (0.14) Tax benefit due to change in unrecognized tax benefits ​ ​ (0.14) ​ ​ - Income tax impact on non-GAAP adjustments (1) ​ ​ (0.57) ​ ​ (0.70) Loss from discontinued operations ​ ​ 0.02 ​ ​ 0.18 Adjusted earnings per share (non-GAAP) ​ $ 5.01 ​ $ 4.21 Diluted shares used in non-GAAP EPS calculation ​ ​ 40,307 ​ ​ 45,600 (1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements. 51 Table of Contents Reconciliation to adjusted EBITDA (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ Increase/(Decrease) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Chamberlain: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 137,800 ​ $ 134,685 ​ $ 3,115 ​ 2.3 % Restructuring expense ​ ​ — ​ ​ 818 ​ ​ (818) ​ ​ ​ Depreciation ​ ​ 18,752 ​ ​ 17,175 ​ ​ 1,577 ​ ​ ​ Amortization of cloud computing implementation assets ​ ​ 1,332 ​ ​ 89 ​ ​ 1,243 ​ ​ ​ Stock-based compensation ​ ​ 8,303 ​ ​ 4,719 ​ ​ 3,584 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 166,187 ​ $ 157,486 ​ $ 8,701 ​ 5.5 % Adjusted EBITDA margin (non-GAAP) ​ ​ 26.2 % ​ 27.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Walden: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 77,179 ​ $ 35,880 ​ $ 41,299 ​ 115.1 % Restructuring expense ​ ​ (776) ​ ​ 3,245 ​ ​ (4,021) ​ ​ ​ Amortization of acquired intangible assets ​ ​ 35,644 ​ ​ 61,239 ​ ​ (25,595) ​ ​ ​ Litigation reserve ​ ​ 18,500 ​ ​ 10,000 ​ ​ 8,500 ​ ​ ​ Depreciation ​ ​ 7,389 ​ ​ 9,419 ​ ​ (2,030) ​ ​ ​ Amortization of cloud computing implementation assets ​ ​ 1,331 ​ ​ 73 ​ ​ 1,258 ​ ​ ​ Stock-based compensation ​ ​ 7,525 ​ ​ 3,861 ​ ​ 3,664 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 146,792 ​ $ 123,717 ​ $ 23,075 ​ 18.7 % Adjusted EBITDA margin (non-GAAP) ​ ​ 24.7 % ​ 23.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Medical and Veterinary: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 71,065 ​ $ 59,649 ​ $ 11,416 ​ 19.1 % Restructuring expense ​ ​ 442 ​ ​ 7,687 ​ ​ (7,245) ​ ​ ​ Depreciation ​ ​ 11,983 ​ ​ 12,438 ​ ​ (455) ​ ​ ​ Amortization of cloud computing implementation assets ​ ​ 469 ​ ​ 37 ​ ​ 432 ​ ​ ​ Stock-based compensation ​ ​ 4,930 ​ ​ 3,003 ​ ​ 1,927 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 88,889 ​ $ 82,814 ​ $ 6,075 ​ 7.3 % Adjusted EBITDA margin (non-GAAP) ​ ​ 25.0 % ​ 23.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Office: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss (GAAP) ​ $ (68,990) ​ $ (62,044) ​ $ (6,946) ​ (11.2) % Restructuring expense ​ ​ 2,204 ​ ​ 7,067 ​ ​ (4,863) ​ ​ ​ Business acquisition and integration expense ​ ​ 34,215 ​ ​ 42,661 ​ ​ (8,446) ​ ​ ​ Loss on assets held for sale ​ ​ 647 ​ ​ — ​ ​ 647 ​ ​ ​ Debt modification costs ​ ​ 848 ​ ​ — ​ ​ 848 ​ ​ ​ Gain on sale of assets ​ ​ — ​ ​ (13,317) ​ ​ 13,317 ​ ​ ​ Depreciation ​ ​ 1,552 ​ ​ 2,344 ​ ​ (792) ​ ​ ​ Stock-based compensation ​ ​ 5,189 ​ ​ 2,716 ​ ​ 2,473 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ (24,335) ​ $ (20,573) ​ $ (3,762) ​ (18.3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adtalem Global Education: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (GAAP) ​ $ 136,777 ​ $ 93,358 ​ $ 43,419 ​ 46.5 % Loss from discontinued operations ​ ​ 936 ​ ​ 8,394 ​ ​ (7,458) ​ ​ ​ Interest expense ​ ​ 63,659 ​ ​ 63,100 ​ ​ 559 ​ ​ ​ Other income, net ​ ​ (10,542) ​ ​ (6,965) ​ ​ (3,577) ​ ​ ​ Provision for income taxes ​ ​ 26,224 ​ ​ 10,283 ​ ​ 15,941 ​ ​ ​ Operating income (GAAP) ​ ​ 217,054 ​ ​ 168,170 ​ ​ 48,884 ​ ​ ​ Depreciation and amortization ​ ​ 78,452 ​ ​ 102,814 ​ ​ (24,362) ​ ​ ​ Stock-based compensation ​ ​ 25,947 ​ ​ 14,299 ​ ​ 11,648 ​ ​ ​ Restructuring expense ​ ​ 1,870 ​ ​ 18,817 ​ ​ (16,947) ​ ​ ​ Business acquisition and integration expense ​ ​ 34,215 ​ ​ 42,661 ​ ​ (8,446) ​ ​ ​ Litigation reserve ​ ​ 18,500 ​ ​ 10,000 ​ ​ 8,500 ​ ​ ​ Loss on assets held for sale ​ ​ 647 ​ ​ — ​ ​ 647 ​ ​ ​ Debt modification costs ​ ​ 848 ​ ​ — ​ ​ 848 ​ ​ ​ Gain on sale of assets ​ ​ — ​ ​ (13,317) ​ ​ 13,317 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 377,533 ​ $ 343,444 ​ $ 34,089 ​ 9.9 % Adjusted EBITDA margin (non-GAAP) ​ ​ 23.8 % ​ 23.7 % ​ ​ ​ ​ ​ ​ ​ ​ 52 Table of Contents
Biggest changeDiluted earnings per share reconciliation to adjusted earnings per share (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 Diluted earnings per share (GAAP) ​ $ 6.18 ​ $ 3.39 Effect on diluted earnings per share: ​ ​ ​ ​ ​ ​ Restructuring expense ​ ​ 0.09 ​ ​ 0.05 Business integration expense ​ ​ - ​ ​ 0.85 Amortization of acquired intangible assets ​ ​ 0.29 ​ ​ 0.88 Write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs ​ ​ 0.10 ​ ​ 0.52 Strategic advisory costs ​ ​ 0.31 ​ ​ - Tax benefit due to change in unrecognized tax benefits ​ ​ - ​ ​ (0.14) Income tax impact on non-GAAP adjustments (1) ​ ​ (0.19) ​ ​ (0.57) (Income) loss from discontinued operations ​ ​ (0.11) ​ ​ 0.02 Adjusted earnings per share (non-GAAP) ​ $ 6.67 ​ $ 5.01 Diluted shares used in non-GAAP EPS calculation ​ ​ 38,334 ​ ​ 40,307 (1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements. 49 Table of Contents Reconciliation to adjusted EBITDA (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ Increase/(Decrease) ​ ​ ​ 2025 ​ 2024 ​ $ ​ % ​ Chamberlain: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted operating income (GAAP) ​ $ 153,367 ​ $ 137,800 ​ $ 15,567 ​ 11.3 % Depreciation ​ ​ 21,687 ​ ​ 18,752 ​ ​ 2,935 ​ ​ ​ Amortization of cloud computing implementation assets ​ ​ 3,033 ​ ​ 1,332 ​ ​ 1,701 ​ ​ ​ Stock-based compensation ​ ​ 13,309 ​ ​ 8,303 ​ ​ 5,006 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 191,396 ​ $ 166,187 ​ $ 25,209 ​ 15.2 % Adjusted EBITDA margin (non-GAAP) ​ ​ 26.4 % ​ 26.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Walden: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted operating income (GAAP) ​ $ 183,581 ​ $ 130,547 ​ $ 53,034 ​ 40.6 % Depreciation ​ ​ 7,421 ​ ​ 7,389 ​ ​ 32 ​ ​ ​ Amortization of cloud computing implementation assets ​ ​ 3,002 ​ ​ 1,331 ​ ​ 1,671 ​ ​ ​ Stock-based compensation ​ ​ 12,477 ​ ​ 7,525 ​ ​ 4,952 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 206,481 ​ $ 146,792 ​ $ 59,689 ​ 40.7 % Adjusted EBITDA margin (non-GAAP) ​ ​ 29.8 % ​ 24.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Medical and Veterinary: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted operating income (GAAP) ​ $ 69,252 ​ $ 71,507 ​ $ (2,255) ​ (3.2) % Depreciation ​ ​ 10,853 ​ ​ 11,983 ​ ​ (1,130) ​ ​ ​ Amortization of cloud computing implementation assets ​ ​ 1,208 ​ ​ 469 ​ ​ 739 ​ ​ ​ Stock-based compensation ​ ​ 7,486 ​ ​ 4,930 ​ ​ 2,556 ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 88,799 ​ $ 88,889 ​ $ (90) ​ (0.1) % Adjusted EBITDA margin (non-GAAP) ​ ​ 24.1 % ​ 25.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Office: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted operating loss ​ $ (36,030) ​ $ (31,076) ​ $ (4,954) ​ (15.9) % Depreciation ​ ​ 741 ​ ​ 1,552 ​ ​ (811) ​ ​ ​ Stock-based compensation ​ ​ 8,318 ​ ​ 5,189 ​ ​ 3,129 ​ ​ ​ Adjusted EBITDA ​ $ (26,971) ​ $ (24,335) ​ $ (2,636) ​ (10.8) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adtalem Global Education: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (GAAP) ​ $ 237,065 ​ $ 136,777 ​ $ 100,288 ​ 73.3 % (Income) loss from discontinued operations ​ ​ (4,388) ​ ​ 936 ​ ​ (5,324) ​ ​ ​ Interest expense ​ ​ 52,318 ​ ​ 63,659 ​ ​ (11,341) ​ ​ ​ Other income, net ​ ​ (9,290) ​ ​ (10,542) ​ ​ 1,252 ​ ​ ​ Provision for income taxes ​ ​ 65,837 ​ ​ 26,224 ​ ​ 39,613 ​ ​ ​ Depreciation and amortization ​ ​ 59,165 ​ ​ 78,452 ​ ​ (19,287) ​ ​ ​ Stock-based compensation ​ ​ 41,590 ​ ​ 25,947 ​ ​ 15,643 ​ ​ ​ Restructuring expense ​ ​ 3,314 ​ ​ 1,870 ​ ​ 1,444 ​ ​ ​ Business integration expense ​ ​ — ​ ​ 34,215 ​ ​ (34,215) ​ ​ ​ Litigation reserve ​ ​ (5,550) ​ ​ 18,500 ​ ​ (24,050) ​ ​ ​ Asset impairments ​ ​ 6,442 ​ ​ — ​ ​ 6,442 ​ ​ ​ Strategic advisory costs ​ ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ ​ Loss on assets held for sale ​ ​ 490 ​ ​ 647 ​ ​ (157) ​ ​ ​ Debt modification costs ​ ​ 712 ​ ​ 848 ​ ​ (136) ​ ​ ​ Adjusted EBITDA (non-GAAP) ​ $ 459,705 ​ $ 377,533 ​ $ 82,172 ​ 21.8 % Adjusted EBITDA margin (non-GAAP) ​ ​ 25.7 % ​ 23.8 % ​ ​ ​ ​ ​ ​ ​ ​
The decrease in the percentage was primarily the resul t of revenue growth accompanied with cost efficiencies. Student Services and Administrative Expense The student services and administrative expense category includes expenses related to student admissions, marketing and advertising, general and administrative, and amortization expense of acquired intangible assets.
The decrease in the percentage was primarily the resul t of revenue growth accompanied with cost efficiencies. Student Services and Administrative Expense The student services and administrative expense category includes expenses related to student admissions, marketing and advertising, general and administrative, and amortization of acquired intangible assets.
Medical and Veterinary – Offers degree and certificate programs in the medical and veterinary postsecondary education industry. This segment includes the operations of AUC, RUSM, and RUSVM, which are collectively referred to as the “medical and veterinary schools.” “Home Office” includes activities not allocated to a reportable segment.
Medical and Veterinary – This segment includes the operations of AUC, RUSM, and RUSVM, collectively referred to as the “medical and veterinary schools,” which offers degree and certificate programs in the medical and veterinary postsecondary education industry. “Home Office” includes activities not allocated to a reportable segment.
We do not include normal, recurring, cash operating expenses in our restructuring expense. ● Business acquisition and integration expense include expenses related to the Walden acquisition and certain costs related to growth transformation initiatives.
We do not include normal, recurring, cash operating expenses in our restructuring expense. ● Business integration expense includes expenses related to the Walden acquisition and certain costs related to growth transformation initiatives.
“Financial Statements and Supplementary Data.” 49 Table of Contents Non-GAAP Financial Measures and Reconciliations We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons.
“Financial Statements and Supplementary Data.” 47 Table of Contents Non-GAAP Financial Measures and Reconciliations We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons.
See the “Non-GAAP Financial Measures and Reconciliations” 36 Table of Contents section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures. Certain items presented in tables may not sum due to rounding. Percentages presented are calculated from the underlying numbers in thousands.
See the “Non-GAAP Financial Measures and Reconciliations” 35 Table of Contents section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures. Certain items presented in tables may not sum due to rounding. Percentages presented are calculated from the underlying numbers in thousands.
Discussions throughout this MD&A are based on continuing operations unless otherwise noted. The MD&A should be read in conjunction with the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” and the notes thereto. The following discussion is on the comparison between fiscal year 2024 and fiscal year 2023 results.
Discussions throughout this MD&A are based on continuing operations unless otherwise noted. The MD&A should be read in conjunction with the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” and the notes thereto. The following discussion is on the comparison between fiscal year 2025 and fiscal year 2024 results.
(Provision for) Benefit from Income Taxes Our effective income tax rate (“ETR”) from continuing operations can differ from the 21% U.S. federal statutory rate due to several factors, including tax on global intangible low-taxed income (“GILTI”), limitation of tax benefits on certain executive compensation, the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings outside the U.S., tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, liabilities for uncertain tax positions, and tax benefits on stock-based compensation awards.
Provision for Income Taxes Our effective income tax rate from continuing operations can differ from the 21% U.S. federal statutory rate due to several factors, including tax on global intangible low-taxed income (“GILTI”), limitation of tax benefits on certain executive compensation, the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings outside the U.S., tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, changes in uncertain tax positions, and tax benefits on stock-based compensation awards.
If the carrying value of the indefinite-lived intangible assets exceeds its fair value, an impairment loss is recognized to the extent the carrying value exceeds fair value. For intangible assets with finite lives, we evaluate for potential impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
If the carrying value of the indefinite-lived intangible assets exceeds their fair value, an impairment loss is recognized to the extent the carrying value exceeds fair value. For intangible assets with finite lives, we evaluate for potential impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is May 31.
Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is May 31.
Significant judgement is involved in determining whether a triggering event has occurred, and significant assumptions are used in the estimation of future cash flows and fair values of long-lived assets. Changes in our judgments and assumptions could result in impairments of long-lived assets in future periods.
Significant judgment is involved in determining whether a triggering event has occurred, and significant assumptions are used in the estimation of future cash flows and fair values of long-lived assets. Changes in our judgments and assumptions could result in impairments of long-lived assets in future periods.
Management’s focus is on increasing enrollment and renewing operational effectiveness, specifically around academic support, the enrollment experience, and marketing.
Management’s focus is on increasing enrollment and renewing operational effectiveness, specifically around academic support and the enrollment experience.
The valuation of liabilities for these contingencies is reviewed on a quarterly basis and any necessary adjustments to the accrual on the Consolidated Balance Sheets is recorded. While we believe that the amount accrued to-date is adequate, future changes in circumstances could impact these determinations. See Note 21 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8.
The valuation of liabilities for these contingencies is reviewed on a quarterly basis and any necessary adjustments to the accrual on the Consolidated Balance Sheets are recorded. While we believe that the amount accrued to-date is adequate, future changes in circumstances could impact these determinations. See Note 18 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read with and is qualified in its entirety by the Consolidated Financial Statements and the notes thereto.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read with and is qualified in its entirety by the Consolidated Financial Statements and the notes thereto included in this report.
For a discussion on the comparison between fiscal year 2023 and fiscal year 2022 results, see the MD&A included in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as filed with the SEC.
For a discussion on the comparison between fiscal year 2024 and fiscal year 2023 results, see the MD&A included in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC.
“Financial Statements and Supplementary Data” for additional information on our loss contingencies. Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8.
“Financial Statements and Supplementary Data” for additional information on our loss contingencies. Recent Accounting Pronouncements For information regarding recent accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8.
Such assessments involve significant judgements and are subject to change in the future particularly if earnings are significantly different from expectations.
Such assessments involve significant judgments and are subject to change in the future particularly if earnings are significantly different from expectations.
If economic conditions deteriorate, interest rates rise, or operating performance of our reporting units do not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods. See Note 13 “Goodwill and Intangible Assets” to the Consolidated Financial Statements in Item 8.
If economic conditions deteriorate, or operating performance of our reporting units do not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods. See Note 12 “Goodwill and Intangible Assets” to the Consolidated Financial Statements in Item 8.
Adjusted EBITDA (most comparable GAAP measure: net income) – Measure of Adtalem’s net income adjusted for loss from discontinued operations, interest expense, other income, net, provision for income taxes, depreciation, amortization of acquired intangible assets, amortization of cloud computing implementation assets, stock-based compensation, restructuring expense, business acquisition and integration expense, litigation reserve, loss on assets held for sale, debt modification costs, and gain on sale of assets.
Adjusted EBITDA (most comparable GAAP measure: net income) – Measure of Adtalem’s net income adjusted for (income) loss from discontinued operations, interest expense, other income, net, provision for income taxes, depreciation, amortization of acquired intangible assets, amortization of cloud computing implementation assets, stock-based compensation, restructuring expense, business integration expense, litigation reserve, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs.
In the event of unexpected market conditions or negative economic changes that could negatively affect Adtalem’s earnings and/or operating cash flow, Adtalem maintains a $400.0 million revolving credit facility with availability of $242.1 million as of June 30, 2024.
In the event of unexpected market conditions or negative economic changes that could negatively affect Adtalem’s earnings and/or operating cash flow, Adtalem maintained a $400.0 million revolving credit facility with availability of $400.0 million as of June 30, 2025.
The following are non-GAAP financial measures used in this Annual Report on Form 10-K: Adjusted net income (most comparable GAAP measure: net income) – Measure of Adtalem’s net income adjusted for restructuring expense, business acquisition and integration expense, amortization of acquired intangible assets, gain on sale of assets, write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, investment impairment, loss on assets held for sale, debt modification costs, tax benefit due to change in valuation allowance, tax benefit due to change in unrecognized tax benefits, and loss from discontinued operations.
The following are non-GAAP financial measures used in this Annual Report on Form 10-K: Adjusted net income (most comparable GAAP measure: net income) – Measure of Adtalem’s net income adjusted for restructuring expense, business integration expense, amortization of acquired intangible assets, write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, debt modification costs, strategic advisory costs, tax benefit due to change in unrecognized tax benefits, and (income) loss from discontinued operations.
This cost increase was primarily driven by an increase in labor and other costs to support increased enrollment, and an increase in provision for bad debts at Chamberlain and Walden. As a percentage of revenue, cost of educational services was 44.1% in fiscal year 2024 compared to 44.7% in the prior year.
This cost increase was primarily driven by an increase in labor and other costs to support increased enrollment and the provision for bad debts. As a percentage of revenue, cost of educational services was 43.1% in fiscal year 2025 compared to 44.1% in the prior year.
Adjusted operating income (most comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for restructuring expense, business acquisition and integration expense, amortization of acquired intangible assets, litigation reserve, loss on assets held for sale, debt modification costs, and gain on sale of assets.
Adjusted operating income (most comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for restructuring expense, business integration expense, amortization of acquired intangible assets, litigation reserve, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs.
Each of these factors and assumptions can significantly affect the value of the intangible asset. Based on these quantitative assessments, it was determined that the fair values of these indefinite-lived intangible assets in the AUC reporting unit exceeded their carrying values by at least 23% and therefore no impairment was identified.
Each of these factors and assumptions can significantly affect the value of the intangible asset. Based on these quantitative assessments, it was determined that the fair values of these indefinite-lived intangible assets in the RUSM reporting unit exceeded their carrying values by over 2,000% and therefore no impairment was identified.
It should also be read in conjunction with the Cautionary Disclosure Regarding Forward-Looking Statements (see the Introduction section preceding Part I), the Risk Factors (see Item 1A. “Risk Factors”), and the Financial Aid and Legislative and Regulatory Requirements (see Item 1. “Business”) disclosures set forth in this report.
It should also be read in conjunction with the Cautionary Disclosure Regarding Forward-Looking Statements (see the Introduction section preceding Part I), the Risk Factors (see Item 1A. “Risk Factors”), and the Financial Aid and Legislative and Regulatory Requirements (see Item 1. “Business”) disclosures set forth in this report. Adtalem reports on a fiscal year period ending on June 30.
The adjusted operating income increase in fiscal year 2024 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, incentive compensation expense, marketing expense, and provision for bad debts.
The adjusted operating income increase in fiscal year 2025 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, the provision for bad debts, and stock-based compensation.
The adjusted operating income increase in fiscal year 2024 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, incentive compensation expense, marketing expense, and provision for bad debts.
The adjusted operating income increase in fiscal year 2025 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, stock-based compensation, marketing expense, investments to support growth initiatives, and the provision for bad debts.
Adtalem’s consolidated cash and cash equivalents balance of $219.3 million and $272.2 million as of June 30, 2024 and 2023, respectively, included cash and cash equivalents held at Adtalem’s international operations of $4.6 million and $7.2 million as of June 30, 2024 and 2023, respectively, which is available to Adtalem for general corpora te purposes.
Adtalem’s consolidated cash and cash equivalents balance of $199.6 million and $219.3 million as of June 30, 2025 and 2024, respectively, included cash and cash equivalents held at Adtalem’s international operations of $22.9 million and $4.6 million as of June 30, 2025 and 2024, respectively, which is available to Adtalem for general corpora te purposes.
Adjusted earnings per share (most comparable GAAP measure: diluted earnings per share) – Measure of Adtalem’s diluted earnings per share adjusted for restructuring expense, business acquisition and integration expense, amortization of acquired intangible assets, gain on sale of assets, write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, investment impairment, loss on assets held for sale, debt modification costs, tax benefit due to change in valuation allowance, tax benefit due to change in unrecognized tax benefits, and loss from discontinued operations.
Adjusted earnings per share (most comparable GAAP measure: diluted earnings per share) – Measure of Adtalem’s diluted earnings per share adjusted for restructuring expense, business integration expense, amortization of acquired intangible assets, write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, debt modification costs, strategic advisory costs, tax benefit due to change in unrecognized tax benefits, and (income) loss from discontinued operations.
The with and without method of the income approach and the relief from royalty model used in the determination of the fair values of our AUC Title IV eligibility and trade name intangible assets, respectively, during fiscal year 2024 reflected our most recent revenue projections, a discount rate of 12.5%, a royalty rate of 5.5%, and a terminal growth rate of 3.0%.
The relief-from-royalty method of the income approach and the with-and-without method of the income approach used in the determination of the fair values of our RUSM trade name and RUSM Title IV eligibility and accreditation indefinite-lived intangible assets, respectively, during fiscal year 2025 reflected our most recent revenue projections, a discount rate of 13.8%, a royalty rate of 5.5%, and a terminal growth rate of 3.0%.
This cost increase was primarily driven by an increase in incentive compensation expense, marketing expense, and investments to support growth initiatives. As a percentage of revenue, student services and administrative expense was 39.9% in fiscal year 2024 compared to 40.4% in the prior year.
This cost increase was primarily driven by an increase in marketing expense, investments to support growth initiatives, and stock-based compensation. As a percentage of revenue, student services and administrative expense was 37.6% in fiscal year 2025 compared to 39.9% in the prior year.
Our effective tax rate from continuing operations was 16.0% and 9.2% in fiscal year 2024 and 2023, respectively. In fiscal year 2024, our effective tax rate increase was primarily due to an increase in the percentage of earnings operations in higher taxed jurisdictions and a limitation of tax benefits on certain executive compensation.
Our effective tax rate from continuing operations was 22.1% and 16.0% in fiscal year 2025 and 2024, respectively. The effective tax rate for fiscal year 2025 increased compared to the prior year primarily due to an increase in the percentage of earnings from operations in higher taxed jurisdictions and a limitation of tax benefits on certain executive compensation.
“Financial Statements and Supplementary Data” for additional information on our credit losses. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
See Note 9 “Accounts and Financing Receivables” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our credit losses. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
As of June 30, 2024, total student enrollment at Walden increased 11.3% compared to June 30, 2023. ● For fiscal year 2024, average total student enrollment at the medical and veterinary schools decreased 5.1% compared to the prior year .
As of June 30, 2025, total student enrollment at Walden increased 15.0% compared to June 30, 2024. ● For fiscal year 2025, average total student enrollment at the medical and veterinary schools increased 0.5% compared to the prior year .
As of June 30, 2024, $211.6 million of authorized share repurchases were remaining under the fourteenth share repurchase program. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors. See Note 16 “Share Repurchases” to the Consolidated Financial Statements in Item 8.
As of June 30, 2025, $150.0 million of authorized share repurchases remained under the fifteenth share repurchase program. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors. See Note 14 “Share Repurchases” to the Consolidated Financial Statements in Item 8.
This increase was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, investments to support growth initiatives, incentive compensation expense, provision for bad debts, and provision for income taxes. 37 Table of Contents ● Diluted adjusted earnings per share increased 19.0%, or $0.80, to $5.01 in fiscal year 2024 compared to the prior year driven by the increase in adjusted net income and lower diluted shares due to share repurchases. ● For fiscal year 2024, average total student enrollment at Chamberlain increased 6.9% compared to the prior year .
This increase was primarily driven by an increase in revenue and a decrease in interest expense, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, the provision for bad debts, stock-based compensation, and the provision for income taxes. ● Diluted adjusted earnings per share increased 33.1%, or $1.66, to $6.67 in fiscal year 2025 compared to the prior year driven by the increase in adjusted net income and lower diluted shares due to share repurchases. 36 Table of Contents ● For fiscal year 2025, average total student enrollment at Chamberlain increased 9.3% compared to the prior year .
Significant assumptions used in the determination of reporting unit fair value measurements generally include forecasted cash flows, discount rates, terminal growth rates, and earnings multiples.
Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Significant assumptions used in the determination of reporting unit fair value measurements generally include forecasted cash flows, discount rates, terminal growth rates, and earnings multiples.
A description of special items in our non-GAAP financial measures described above are as follows: ● Restructuring expense primarily related to real estate consolidations at Walden, Medical and Veterinary, and Adtalem’s home office.
A description of special items in our non-GAAP financial measures described above are as follows: ● Restructuring expense primarily related to workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Adtalem’s home office.
For the May 2024 semester, total student enrollment at the medical and veterinary schools decreased 2.9% compared to the same semester last year. ● On January 26, 2024, we made a prepayment of $50.0 million on our Term Loan B debt. ● Adtalem repurchased a total of 5,446,113 shares of its common stock under its share repurchase programs at an average cost of $47.96 per share during fiscal year 2024.
For the May 2025 semester, total student enrollment at the medical and veterinary schools increased 1.0% compared to the same semester last year. ● On January 17, 2025, we made a prepayment of $100.0 million on our Term Loan B debt. ● Adtalem repurchased a total of 2,317,937 shares of its common stock under its share repurchase programs at an average cost of $91.21 per share during fiscal year 2025.
Critical accounting estimates discussed below are those that we believe involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial 47 Table of Contents condition or results of operations. Although management believes its assumptions and estimates are reasonable, actual results could differ from those estimates.
Critical accounting estimates discussed below are those that we believe involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
This expense category also includes the costs of facilities, adjunct faculty, supplies, housing, bookstore, other educational materials, student education-related support activities, and the provision for bad debts.
Cost of Educational Services The cost of educational services expense category includes expenses related to the cost of faculty and staff who support educational operations, facilities, adjunct faculty, supplies, housing, bookstore, other educational materials, student education-related support activities, and the provision for bad debts.
The operating income increase in fiscal year 2024 was primarily driven by an increase in revenue and decreases in restructuring expense, business acquisition and integration expense, and amortization of acquired intangible assets, partially offset by increases in litigation reserves, labor and other costs to support increased enrollment, incentive compensation expense, marketing expense, and provision for bad debts, and the gain on sale of assets in fiscal year 2023.
The operating income increase in fiscal year 2025 was primarily driven by an increase in revenue and decreases in business integration expense, amortization of acquired intangible assets, and litigation reserves, partially offset by increases in asset impairments, strategic advisory costs, labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, the provision for bad debts, and stock-based compensation.
Walden revenue increased 11.5%, or $61.6 million, to $595.3 million in fiscal year 2024 compared to the prior year driven by an increase in enrollment, higher tuition rates, and an increase in average credit hours per student.
Walden revenue increased 16.5%, or $98.1 million, to $693.4 million in fiscal year 2025 compared to the prior year driven by an increase in enrollment, higher tuition rates, and an increase in average credit hours per student.
This measure is applied on a consolidated and segment basis, depending on the context of the discussion. Provision for income taxes, interest expense, and other income, net is not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with operating income.
Provision for income taxes, interest expense, and other income, net is not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with adjusted operating income.
The decrease in amortization of acquired intangible assets is driven by the decrease in amortization relating to the Walden student relationships intangible asset.
The decrease in amortization of acquired intangible assets is driven by the decrease in amortization relating to the Walden student relationships intangible asset, which was fully amortized as of June 30, 2024.
For the May 2024 session, total student enrollment at Chamberlain increased 10.4% compared to the same session last year. ● For fiscal year 2024, average total student enrollment at Walden increased 6.9% compared to the prior year .
For the May 2025 session, total student enrollment at Chamberlain increased 5.8% compared to the same session last year. ● For fiscal year 2025, average total student enrollment at Walden increased 13.5% compared to the prior year .
On January 16, 2024, Adtalem completed its thirteenth share repurchase program. On January 19, 2024, we announced that the Board of Directors authorized Adtalem’s fourteenth share repurchase program, which allows repurchase of up to $300.0 million of its common stock through January 16, 2027.
On May 5, 2025, Adtalem completed its fourteenth share repurchase program. On May 6, 2025, we announced that the Board of Directors authorized Adtalem’s fifteenth share repurchase program, which allows Adtalem to repurchase up to $150.0 million of its common stock through May 6, 2028.
The adjusted operating income increase in fiscal year 2024 was primarily driven by the increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, incentive compensation expense, and provision for bad debts.
The adjusted operating income increase in fiscal year 2025 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, stock-based compensation, marketing expense, and investments to support growth initiatives.
If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group.
If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group. Intangible assets with finite lives are amortized over their expected economic lives, which is five years.
Walden Walden Student Enrollment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2024 ​ ​ ​ September 30, ​ December 31, ​ March 31, ​ June 30, ​ Period ​ 2023 ​ 2023 ​ 2024 ​ 2024 ​ Total students ​ 40,975 ​ 40,971 ​ 42,751 ​ 41,845 ​ % change from prior year ​ 0.5 % 7.9 % 8.4 % 11.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2023 ​ ​ ​ September 30, ​ December 31, ​ March 31, ​ June 30, ​ Period ​ 2022 ​ 2022 ​ 2023 ​ 2023 ​ Total students ​ 40,772 ​ 37,956 ​ 39,427 ​ 37,582 ​ % change from prior year ​ (9.2) % (7.8) % (7.9) % (4.8) % Walden total student enrollment represents those students attending instructional sessions as of the dates identified above.
The average increase across all these programs was approximately 4.3% from the prior year. 38 Table of Contents Walden Walden Student Enrollment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2025 ​ ​ ​ September 30, ​ December 31, ​ March 31, ​ June 30, ​ Period ​ 2024 ​ 2024 ​ 2025 ​ 2025 ​ Total students ​ 45,979 ​ 46,399 ​ 48,526 ​ 48,116 ​ % change from prior year ​ 12.2 % 13.2 % 13.5 % 15.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2024 ​ ​ ​ September 30, ​ December 31, ​ March 31, ​ June 30, ​ Period ​ 2023 ​ 2023 ​ 2024 ​ 2024 ​ Total students ​ 40,975 ​ 40,971 ​ 42,751 ​ 41,845 ​ % change from prior year ​ 0.5 % 7.9 % 8.4 % 11.3 % Walden total student enrollment represents those students attending instructional sessions as of the dates identified above.
Results of Operations Revenue The following table presents revenue by segment detailing the changes from the prior year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2024 ​ ​ Chamberlain Walden Medical and Veterinary Consolidated Fiscal year 2023 ​ $ 571,034 ​ $ 533,725 ​ $ 346,067 ​ $ 1,450,826 ​ Growth ​ ​ 62,488 ​ ​ 61,607 ​ ​ 9,731 ​ ​ 133,826 ​ Fiscal year 2024 ​ $ 633,522 ​ $ 595,332 ​ $ 355,798 ​ $ 1,584,652 ​ % change from prior year ​ ​ 10.9 % ​ 11.5 % ​ 2.8 % ​ 9.2 % Chamberlain Chamberlain Student Enrollment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2024 ​ Session ​ July 2023 ​ Sept. 2023 ​ Nov. 2023 ​ Jan. 2024 ​ Mar. 2024 ​ May 2024 ​ Total students ​ 32,175 ​ 34,889 ​ 35,592 ​ 37,196 ​ 37,985 ​ 36,750 ​ % change from prior year ​ 2.6 % 5.2 % 6.6 % 7.0 % 9.0 % 10.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2023 ​ Session ​ July 2022 ​ Sept. 2022 ​ Nov. 2022 ​ Jan. 2023 ​ Mar. 2023 ​ May 2023 Total students ​ 31,371 ​ 33,153 ​ 33,390 ​ 34,760 ​ 34,847 ​ 33,284 ​ % change from prior year ​ (4.1) % (4.0) % (0.8) % 1.8 % 2.0 % 1.2 % Chamberlain revenue increased 10.9%, or $62.5 million, to $633.5 million in fiscal year 2024 compared to the prior year, driven by an increase in enrollment and higher tuition rates.
Results of Operations Revenue The following table presents revenue by segment detailing the changes from the prior year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2025 ​ ​ Chamberlain Walden Medical and Veterinary Consolidated Fiscal year 2024 ​ $ 633,522 ​ $ 595,332 ​ $ 355,798 ​ $ 1,584,652 ​ Growth ​ ​ 92,252 ​ ​ 98,098 ​ ​ 13,288 ​ ​ 203,638 ​ Fiscal year 2025 ​ $ 725,774 ​ $ 693,430 ​ $ 369,086 ​ $ 1,788,290 ​ % change from prior year ​ ​ 14.6 % ​ 16.5 % ​ 3.7 % ​ 12.9 % Chamberlain Chamberlain Student Enrollment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2025 ​ Session ​ July 2024 ​ Sept. 2024 ​ Nov. 2024 ​ Jan. 2025 ​ Mar. 2025 ​ May 2025 ​ Total students ​ 36,061 ​ 38,987 ​ 39,691 ​ 40,445 ​ 40,564 ​ 38,891 ​ % change from prior year ​ 12.1 % 11.7 % 11.5 % 8.7 % 6.8 % 5.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2024 ​ Session ​ July 2023 ​ Sept. 2023 ​ Nov. 2023 ​ Jan. 2024 ​ Mar. 2024 ​ May 2024 Total students ​ 32,175 ​ 34,889 ​ 35,592 ​ 37,196 ​ 37,985 ​ 36,750 ​ % change from prior year ​ 2.6 % 5.2 % 6.6 % 7.0 % 9.0 % 10.4 % Chamberlain revenue increased 14.6%, or $92.3 million, to $725.8 million in fiscal year 2025 compared to the prior year, driven by an increase in enrollment, higher tuition rates, and an increase in average credit hours per student.
Excluding amortization of acquired intangible assets, litigation reserve, loss on assets held for 41 Table of Contents sale, and debt modification costs, student services and administrative expense increased 10.7%, or $62.6 million, in fiscal year 2024 compared to the prior year.
After excluding amortization of acquired intangible assets, litigation reserves, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs, student services and administrative expense increased 11.0%, or $69.4 million, in fiscal year 2025 compared to the prior year.
This increase was primarily driven by an increase in revenue along with decreases in amortization of acquired intangible assets, restructuring expense, business acquisition and integration expense, and write-off of debt discount and issuance costs in fiscal year 2024, partially offset by increases in labor and other costs to support increased enrollment, investments to support growth initiatives, incentive compensation expense, provision for bad debts, and the provision for income taxes, and a decrease in gain on sale of assets. ● Diluted earnings per share increased 65.4%, or $1.34, to $3.39 in fiscal year 2024 compared to the prior year driven by the increase in net income and lower diluted shares due to share repurchases. ● Adjusted net income increased 5.0%, or $9.6 million, to $201.8 million in fiscal year 2024 compared to the prior year.
This increase was primarily driven by an increase in revenue along with decreases in interest expense, business integration expense, amortization of acquired intangible assets, and litigation reserves, partially offset by increases in asset impairments, strategic advisory costs, labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, the provision for bad debts, stock-based compensation, and the provision for income taxes. ● Diluted earnings per share increased 82.3%, or $2.79, to $6.18 in fiscal year 2025 compared to the prior year driven by the increase in net income and lower diluted shares due to share repurchases. ● Adjusted net income increased 26.7%, or $53.8 million, to $255.6 million in fiscal year 2025 compared to the prior year.
In addition, we sublease certain space to third parties, which partially offsets the lease obligations at these facilities. See Note 12 “Leases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our lease agreements.
Operating Lease Obligations – We have operating lease obligations for the minimum payments required under various lease agreements which are recorded on the Consolidated Balance Sheets. In addition, we sublease certain space to third parties, which partially offsets the lease obligations at these facilities. See Note 11 “Leases” to the Consolidated Financial Statements in Item 8.
In addition, we continue to incur costs associated with ongoing litigation and settlements related to the DeVry University and Carrington College divestitures, which were completed during fiscal year 2019, and are classified as expense within discontinued operations. Loss from discontinued operations in fiscal year 2024 was $0.9 million.
We recorded income within discontinued operations related to the DeVry University earn-out of $7.0 million and $5.5 million in fiscal year 2025 and 2024, respectively. In addition, we continue to incur costs associated with ongoing litigation and settlements related to divestitures, which are classified as expenses within discontinued operations.
Chamberlain Chamberlain operating income increased 2.3%, or $3.1 million, to $137.8 million in fiscal year 2024 compared to the prior year. Segment adjusted operating income increased 1.7%, or $2.3 million, to $137.8 million in fiscal year 2024 compared to the prior year.
Chamberlain Segment adjusted operating income increased 11.3%, or $15.6 million, to $153.4 million in fiscal year 2025 compared to the prior year.
The estimate of our credit losses involves a significant level of uncertainty as it requires significant judgment to estimate the amount we will collect in the future on our accounts and financing receivable balances. See Note 10 “Accounts and Financing Receivables” to the Consolidated Financial Statements in Item 8.
In evaluating the collectability of our accounts and financing receivable balances, we utilize historical events, current conditions, and reasonable and supportable forecasts about the future. The estimate of our credit losses involves a significant level of uncertainty as it requires significant judgment to estimate the amount we will collect in the future on our accounts and financing receivable balances.
Medical and Veterinary Medical and Veterinary operating income increased 19.1%, or $11.4 million, to $71.1 million in fiscal year 2024 compared to the prior year. Segment adjusted operating income increased 6.2%, or $4.2 million, to $71.5 million in fiscal year 2024 compared to the prior year.
Medical and Veterinary Segment adjusted operating income decreased 3.2%, or $2.3 million, to $69.3 million in fiscal year 2025 compared to the prior year.
See Note 14 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on the Notes and our Credit Agreement. Many states require private-sector postsecondary education institutions to post surety bonds for licensure.
As of June 30, 2025, Adtalem had $179.0 million of letters of credit outstanding in favor of ED. See “Off-Balance Sheet Arrangements” in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information. Many states require private-sector postsecondary education institutions to post surety bonds for licensure.
Net income reconciliation to adjusted net income (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2024 ​ 2023 Net income (GAAP) ​ $ 136,777 ​ $ 93,358 Restructuring expense ​ ​ 1,870 ​ ​ 18,817 Business acquisition and integration expense ​ ​ 34,215 ​ ​ 42,661 Amortization of acquired intangible assets ​ ​ 35,644 ​ ​ 61,239 Gain on sale of assets ​ ​ — ​ ​ (13,317) Write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, investment impairment, loss on assets held for sale, and debt modification costs ​ ​ 21,108 ​ ​ 19,226 Tax benefit due to change in valuation allowance ​ ​ — ​ ​ (6,184) Tax benefit due to change in unrecognized tax benefits ​ ​ (5,657) ​ ​ — Income tax impact on non-GAAP adjustments (1) ​ ​ (23,104) ​ ​ (31,997) Loss from discontinued operations ​ ​ 936 ​ ​ 8,394 Adjusted net income (non-GAAP) ​ $ 201,789 ​ $ 192,197 (1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.
The operating income reconciliation is included in the results of operations section within this MD&A. 48 Table of Contents Net income reconciliation to adjusted net income (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 Net income (GAAP) ​ $ 237,065 ​ $ 136,777 Restructuring expense ​ ​ 3,314 ​ ​ 1,870 Business integration expense ​ ​ — ​ ​ 34,215 Amortization of acquired intangible assets ​ ​ 11,220 ​ ​ 35,644 Write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs ​ ​ 3,832 ​ ​ 21,108 Strategic advisory costs ​ ​ 12,000 ​ ​ — Tax benefit due to change in unrecognized tax benefits ​ ​ — ​ ​ (5,657) Income tax impact on non-GAAP adjustments (1) ​ ​ (7,423) ​ ​ (23,104) (Income) loss from discontinued operations ​ ​ (4,388) ​ ​ 936 Adjusted net income (non-GAAP) ​ $ 255,620 ​ $ 201,789 (1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.
These tuition rates, event charges, and fees do not include the cost of books or personal technology, supplies, transportation, or living expenses. 39 Table of Contents Medical and Veterinary Medical and Veterinary Student Enrollment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2024 ​ Semester ​ Sept. 2023 ​ Jan. 2024 ​ May 2024 ​ Total students ​ 5,209 ​ 5,073 ​ 4,726 ​ % change from prior year ​ (7.5) % (4.5) % (2.9) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2023 ​ Semester ​ Sept. 2022 ​ Jan. 2023 ​ May 2023 Total students ​ 5,634 ​ 5,312 ​ 4,869 ​ % change from prior year ​ 3.4 % 1.6 % (8.2) % Medical and Veterinary revenue increased 2.8%, or $9.7 million, to $355.8 million in fiscal year 2024 compared to the prior year, driven by tuition rate increases at all three institutions in this segment, partially offset by decreased enrollment at all three institutions.
Medical and Veterinary Medical and Veterinary Student Enrollment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2025 ​ Semester ​ Sept. 2024 ​ Jan. 2025 ​ May 2025 ​ Total students ​ 5,174 ​ 5,133 ​ 4,773 ​ % change from prior year ​ (0.7) % 1.2 % 1.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2024 ​ Semester ​ Sept. 2023 ​ Jan. 2024 ​ May 2024 Total students ​ 5,209 ​ 5,073 ​ 4,726 ​ % change from prior year ​ (7.5) % (4.5) % (2.9) % Medical and Veterinary revenue increased 3.7%, or $13.3 million, to $369.1 million in fiscal year 2025 compared to the prior year, driven by tuition rate increases at all three institutions in this segment.
The following table presents cost of educational services by segment detailing the changes from the prior year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2024 ​ Chamberlain Walden Medical and Veterinary ​ Consolidated ​ Fiscal year 2023 $ 248,727 ​ $ 199,625 $ 200,134 $ 648,486 ​ Cost increase 28,488 ​ 21,485 ​ 89 50,062 ​ Fiscal year 2024 $ 277,215 ​ $ 221,110 $ 200,223 $ 698,548 ​ % change from prior year ​ 11.5 % 10.8 % ​ 0.0 % ​ 7.7 % Cost of educational services increased 7.7%, or $50.1 million, to $698.5 million in fiscal year 2024 compared to the prior year.
The following table presents cost of educational services by segment detailing the changes from the prior year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2025 ​ Chamberlain Walden Medical and Veterinary ​ Consolidated ​ Fiscal year 2024 $ 277,215 ​ $ 221,110 $ 200,223 $ 698,548 ​ Cost increase 44,554 ​ 18,974 ​ 9,354 72,882 ​ Fiscal year 2025 $ 321,769 ​ $ 240,084 $ 209,577 $ 771,430 ​ % change from prior year ​ 16.1 % 8.6 % ​ 4.7 % ​ 10.4 % Cost of educational services increased 10.4%, or $72.9 million, to $771.4 million in fiscal year 2025 compared to the prior year.
The following table presents student services and administrative expense by segment detailing the changes from the prior year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2024 ​ Chamberlain Walden Medical and Veterinary Home Office ​ Consolidated ​ Fiscal year 2023 ​ $ 186,805 ​ $ 294,974 ​ $ 78,598 ​ $ 25,632 ​ $ 586,009 ​ Cost increase ​ 31,702 ​ 19,940 ​ 5,470 ​ 5,444 ​ 62,556 ​ Amortization of acquired intangible assets decrease ​ ​ — ​ ​ (25,595) ​ ​ — ​ ​ — ​ ​ (25,595) ​ Litigation reserve increase ​ ​ — ​ ​ 8,500 ​ ​ — ​ ​ — ​ ​ 8,500 ​ Loss on assets held for sale increase ​ ​ — ​ ​ — ​ ​ — ​ ​ 647 ​ ​ 647 ​ Debt modification costs increase ​ ​ — ​ ​ — ​ ​ — ​ ​ 848 ​ ​ 848 ​ Fiscal year 2024 ​ $ 218,507 ​ $ 297,819 ​ $ 84,068 ​ $ 32,571 ​ $ 632,965 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year 2024 % change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost increase ​ ​ 17.0 % 6.8 % ​ 7.0 % NM ​ ​ 10.7 % Amortization of acquired intangible assets decrease ​ — ​ (8.7) % — ​ NM ​ (4.4) % Litigation reserve increase ​ — ​ 2.9 % — ​ NM ​ 1.5 % Loss on assets held for sale increase ​ — ​ — ​ — ​ NM ​ 0.1 % Debt modification costs increase ​ — ​ — ​ — ​ NM ​ 0.1 % Fiscal year 2024 % change ​ 17.0 % 1.0 % 7.0 % NM ​ 8.0 % Student services and administrative expense increased 8.0%, or $47.0 million, to $633.0 million in fiscal year 2024 compared to the prior year.
The following table presents student services and administrative expense by segment detailing the changes from the prior year (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, 2025 ​ Chamberlain Walden Medical and Veterinary Home Office ​ Consolidated ​ Fiscal year 2024 ​ $ 218,507 ​ $ 297,819 ​ $ 84,068 ​ $ 32,571 ​ $ 632,965 ​ Cost increase ​ 32,131 ​ 26,090 ​ 6,189 ​ 4,954 ​ 69,364 ​ Amortization of acquired intangible assets decrease ​ ​ — ​ ​ (24,424) ​ ​ — ​ ​ — ​ ​ (24,424) ​ Litigation reserve decrease ​ ​ — ​ ​ (24,050) ​ ​ — ​ ​ — ​ ​ (24,050) ​ Asset impairments increase ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,442 ​ ​ 6,442 ​ Strategic advisory costs increase ​ ​ — ​ ​ — ​ ​ — ​ ​ 12,000 ​ ​ 12,000 ​ Loss on assets held for sale decrease ​ ​ — ​ ​ — ​ ​ — ​ ​ (157) ​ ​ (157) ​ Debt modification costs decrease ​ ​ — ​ ​ — ​ ​ — ​ ​ (136) ​ ​ (136) ​ Fiscal year 2025 ​ $ 250,638 ​ $ 275,435 ​ $ 90,257 ​ $ 55,674 ​ $ 672,004 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year 2025 % change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost increase ​ ​ 14.7 % 8.8 % ​ 7.4 % NM ​ ​ 11.0 % Amortization of acquired intangible assets decrease ​ — ​ (8.2) % — ​ NM ​ (3.9) % Litigation reserve decrease ​ — ​ (8.1) % — ​ NM ​ (3.8) % Asset impairments increase ​ ​ — ​ — ​ — ​ NM ​ 1.0 % Strategic advisory costs increase ​ ​ — ​ — ​ — ​ NM ​ 1.9 % Loss on assets held for sale decrease ​ — ​ — ​ — ​ NM ​ (0.0) % Debt modification costs decrease ​ — ​ — ​ — ​ NM ​ (0.0) % Fiscal year 2025 % change ​ 14.7 % (7.5) % 7.4 % NM ​ 6.2 % ​ 40 Table of Contents Student services and administrative expense increased 6.2%, or $39.0 million, to $672.0 million in fiscal year 2025 compared to the prior year.
In the U.S., Adtalem has posted $44.3 million of surety bonds as of June 30, 2024 with regulatory authorities on behalf of Chamberlain, Walden, AUC, RUSM, and RUSVM. Operating Lease Obligations – We have operating lease obligations for the minimum payments required under various lease agreements which are recorded on the Consolidated Balance Sheets.
In the U.S., Adtalem has posted $67.3 million of surety bonds as of June 30, 2025 with regulatory authorities on behalf of Chamberlain, Walden, AUC, RUSM, and RUSVM.
Based on this quantitative assessment, it was determined that the fair value of the AUC reporting unit exceeded its carrying value by approximately 20% and therefore no goodwill impairment was identified. Significant judgments and assumptions were used in determining the fair value of intangible assets.
Each of these inputs can significantly affect the fair values of our reporting units. Based on this quantitative assessment, it was determined that the fair value of the RUSM reporting unit exceeded its carrying value by approximately 165% and therefore no goodwill impairment was identified.
Fiscal Year 2024 Highlights Financial and operational highlights for fiscal year 2024 include: ● Adtalem revenue increased 9.2%, or $133.8 million, to $1,584.7 million in fiscal year 2024 compared to the prior year driven by increased revenue across all of our segments. ● Net income increased 46.5%, or $43.4 million, to $136.8 million in fiscal year 2024 compared to the prior year.
“Financial Statements and Supplementary Data.” Fiscal Year 2025 Highlights Financial and operational highlights for fiscal year 2025 include: ● Adtalem revenue increased 12.9%, or $203.6 million, to $1,788.3 million in fiscal year 2025 compared to the prior year driven by increased revenue across all of our segments. ● Net income increased 73.3%, or $100.3 million, to $237.1 million in fiscal year 2025 compared to the prior year.
See Note 14 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on the Notes and our Credit Agreement.
As a result of previous Term Loan B prepayments, we are no longer required to make quarterly principal installment payments on the Term Loan B. See Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on the Notes and our Credit Agreement.
Other Income, Net Other income, net was income of $10.5 million and income of $7.0 million in fiscal year 2024 and 2023, respectively. The other income, net increase in fiscal year 2024 was primarily driven by $5.0 million of expense in fiscal year 2023 for an impairment of an equity investment.
Other Income, Net Other income, net was income of $9.3 million and income of $10.5 million in fiscal year 2025 and 2024, respectively. This decrease was primarily driven by decreases in interest income and investment income.
“Financial Statements and Supplementary Data.” Segments We present three reportable segments as follows: Chamberlain – Offers degree and certificate programs in the nursing and health professions postsecondary education industry. Walden – Offers degree and certificate programs, including those in nursing, education, counseling, business, psychology, public health, social work and human services, public administration and public policy, and criminal justice.
Walden – This segment includes the operations of Walden, which offers degree and certificate programs, including those in nursing, education, counseling, business, information technology, psychology, public health, social work and human services, public administration and public policy, and criminal justice.
Walden’s performance turnaround in enrollment in fiscal year 2024 has been accelerated by investments in student experience and brand along with providing flexibility to working adults through part-time and Tempo Learning® competency-based programs.
Walden’s improved enrollment has been accelerated by investments in student experience and brand along with providing flexibility to working adults through part-time and Tempo Learning® competency-based programs. Tuition Rates: Tuition rates for Walden programs, including general education are charged on a per credit hour basis that varies based on the nature of the program.
The discounted cash flow models used to determine the fair value of our AUC reporting unit during fiscal year 2024 reflected our most recent cash 48 Table of Contents flow projections, a discount rate of 12.5%, and a terminal growth rate of 3.0%. Each of these inputs can significantly affect the fair values of our reporting units.
The discounted cash flow method used to determine the fair value of our RUSM reporting unit during fiscal year 2025 reflected our most recent cash flow projections, a discount rate of 13.8%, and a terminal growth rate of 3.0%. The significant assumptions used in the market comparable method include 46 Table of Contents earnings multiples for comparable companies.
The adjusted operating income increase in fiscal year 2024 was primarily driven by an increase in revenue and a decrease in provision for bad debts. Interest Expense Interest expense was $63.7 million and $63.1 million in fiscal year 2024 and 2023, respectively.
The adjusted operating income decrease in fiscal year 2025 was primarily driven by increases in investments to support initiatives to drive future growth, investments in academic support, and stock-based compensation, partially offset by an increase in revenue. Interest Expense Interest expense was $52.3 million and $63.7 million in fiscal year 2025 and 2024, respectively.
The capital expenditures in fiscal year 2024 primarily consisted of spending for information technology investments and Chamberlain’s campus development. For fiscal year 2025, we expect capital spending on information technology, new campus development at Chamberlain, and facility improvements at the medical and veterinary schools. Management anticipates fiscal year 2025 capital spending to be in the $55 to $75 million range.
The capital expenditures in fiscal year 2025 primarily consisted of spending for information technology investments and Chamberlain’s campus development.
“Financial Statements and Supplementary Data.” 42 Table of Contents Operating Income The following table presents a reconciliation of operating income (GAAP) to adjusted operating income (non-GAAP) by segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ Increase/(Decrease) ​ ​ ​ 2024 ​ 2023 ​ $ ​ % ​ Chamberlain: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 137,800 ​ $ 134,685 ​ $ 3,115 ​ 2.3 % Restructuring expense ​ ​ — ​ ​ 818 ​ ​ (818) ​ ​ ​ Adjusted operating income (non-GAAP) ​ $ 137,800 ​ $ 135,503 ​ $ 2,297 ​ 1.7 % Operating margin (GAAP) ​ ​ 21.8 % ​ 23.6 % ​ ​ ​ ​ ​ Operating margin (non-GAAP) ​ ​ 21.8 % ​ 23.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Walden: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 77,179 ​ $ 35,880 ​ $ 41,299 ​ 115.1 % Restructuring expense ​ ​ (776) ​ ​ 3,245 ​ ​ (4,021) ​ ​ ​ Amortization of acquired intangible assets ​ ​ 35,644 ​ ​ 61,239 ​ ​ (25,595) ​ ​ ​ Litigation reserve ​ ​ 18,500 ​ ​ 10,000 ​ ​ 8,500 ​ ​ ​ Adjusted operating income (non-GAAP) ​ $ 130,547 ​ $ 110,364 ​ $ 20,183 ​ 18.3 % Operating margin (GAAP) ​ ​ 13.0 % ​ 6.7 % ​ ​ ​ ​ ​ Operating margin (non-GAAP) ​ ​ 21.9 % ​ 20.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Medical and Veterinary: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 71,065 ​ $ 59,649 ​ $ 11,416 ​ 19.1 % Restructuring expense ​ ​ 442 ​ ​ 7,687 ​ ​ (7,245) ​ ​ ​ Adjusted operating income (non-GAAP) ​ $ 71,507 ​ $ 67,336 ​ $ 4,171 ​ 6.2 % Operating margin (GAAP) ​ ​ 20.0 % ​ 17.2 % ​ ​ ​ ​ ​ Operating margin (non-GAAP) ​ ​ 20.1 % ​ 19.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Office: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss (GAAP) ​ $ (68,990) ​ $ (62,044) ​ $ (6,946) ​ (11.2) % Restructuring expense ​ ​ 2,204 ​ ​ 7,067 ​ ​ (4,863) ​ ​ ​ Business acquisition and integration expense ​ ​ 34,215 ​ ​ 42,661 ​ ​ (8,446) ​ ​ ​ Loss on assets held for sale ​ ​ 647 ​ ​ — ​ ​ 647 ​ ​ ​ Debt modification costs ​ ​ 848 ​ ​ — ​ ​ 848 ​ ​ ​ Gain on sale of assets ​ ​ — ​ ​ (13,317) ​ ​ 13,317 ​ ​ ​ Adjusted operating loss (non-GAAP) ​ $ (31,076) ​ $ (25,633) ​ $ (5,443) ​ (21.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adtalem Global Education: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 217,054 ​ $ 168,170 ​ $ 48,884 ​ 29.1 % Restructuring expense ​ ​ 1,870 ​ ​ 18,817 ​ ​ (16,947) ​ ​ ​ Business acquisition and integration expense ​ ​ 34,215 ​ ​ 42,661 ​ ​ (8,446) ​ ​ ​ Amortization of acquired intangible assets ​ ​ 35,644 ​ ​ 61,239 ​ ​ (25,595) ​ ​ ​ Litigation reserve ​ ​ 18,500 ​ ​ 10,000 ​ ​ 8,500 ​ ​ ​ Loss on assets held for sale ​ ​ 647 ​ ​ — ​ ​ 647 ​ ​ ​ Debt modification costs ​ ​ 848 ​ ​ — ​ ​ 848 ​ ​ ​ Gain on sale of assets ​ ​ — ​ ​ (13,317) ​ ​ 13,317 ​ ​ ​ Adjusted operating income (non-GAAP) ​ $ 308,778 ​ $ 287,570 ​ $ 21,208 ​ 7.4 % Operating margin (GAAP) ​ ​ 13.7 % ​ 11.6 % ​ ​ ​ ​ ​ Operating margin (non-GAAP) ​ ​ 19.5 % ​ 19.8 % ​ ​ ​ ​ ​ Consolidated operating income increased 29.1%, or $48.9 million, to $217.1 million in fiscal year 2024 compared to the prior year.
In the prior year, we incurred certain costs relating to transformation initiatives to accelerate growth and organizational agility that were included in business integration expense in the Consolidated Statements of Income. 41 Table of Contents Operating Income The following table presents a reconciliation of operating income to adjusted operating income by segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ Increase/(Decrease) ​ ​ ​ 2025 ​ 2024 ​ $ ​ % ​ Chamberlain: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 151,455 ​ $ 137,800 ​ $ 13,655 ​ 9.9 % Restructuring expense ​ ​ 1,912 ​ ​ — ​ ​ 1,912 ​ ​ ​ Adjusted operating income ​ $ 153,367 ​ $ 137,800 ​ $ 15,567 ​ 11.3 % Operating margin ​ ​ 20.9 % ​ 21.8 % ​ ​ ​ ​ ​ Adjusted operating margin ​ ​ 21.1 % ​ 21.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Walden: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 177,911 ​ $ 77,179 ​ $ 100,732 ​ 130.5 % Restructuring expense ​ ​ — ​ ​ (776) ​ ​ 776 ​ ​ ​ Amortization of acquired intangible assets ​ ​ 11,220 ​ ​ 35,644 ​ ​ (24,424) ​ ​ ​ Litigation reserve ​ ​ (5,550) ​ ​ 18,500 ​ ​ (24,050) ​ ​ ​ Adjusted operating income ​ $ 183,581 ​ $ 130,547 ​ $ 53,034 ​ 40.6 % Operating margin ​ ​ 25.7 % ​ 13.0 % ​ ​ ​ ​ ​ Adjusted operating margin ​ ​ 26.5 % ​ 21.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Medical and Veterinary: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ $ 68,798 ​ $ 71,065 ​ $ (2,267) ​ (3.2) % Restructuring expense ​ ​ 454 ​ ​ 442 ​ ​ 12 ​ ​ ​ Adjusted operating income ​ $ 69,252 ​ $ 71,507 ​ $ (2,255) ​ (3.2) % Operating margin ​ ​ 18.6 % ​ 20.0 % ​ ​ ​ ​ ​ Adjusted operating margin ​ ​ 18.8 % ​ 20.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home Office: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss ​ $ (56,622) ​ $ (68,990) ​ $ 12,368 ​ 17.9 % Restructuring expense ​ ​ 948 ​ ​ 2,204 ​ ​ (1,256) ​ ​ ​ Business integration expense ​ ​ — ​ ​ 34,215 ​ ​ (34,215) ​ ​ ​ Asset impairments ​ ​ 6,442 ​ ​ — ​ ​ 6,442 ​ ​ ​ Strategic advisory costs ​ ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ ​ Loss on assets held for sale ​ ​ 490 ​ ​ 647 ​ ​ (157) ​ ​ ​ Debt modification costs ​ ​ 712 ​ ​ 848 ​ ​ (136) ​ ​ ​ Adjusted operating loss ​ $ (36,030) ​ $ (31,076) ​ $ (4,954) ​ (15.9) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adtalem Global Education: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (GAAP) ​ $ 341,542 ​ $ 217,054 ​ $ 124,488 ​ 57.4 % Restructuring expense ​ ​ 3,314 ​ ​ 1,870 ​ ​ 1,444 ​ ​ ​ Business integration expense ​ ​ — ​ ​ 34,215 ​ ​ (34,215) ​ ​ ​ Amortization of acquired intangible assets ​ ​ 11,220 ​ ​ 35,644 ​ ​ (24,424) ​ ​ ​ Litigation reserve ​ ​ (5,550) ​ ​ 18,500 ​ ​ (24,050) ​ ​ ​ Asset impairments ​ ​ 6,442 ​ ​ — ​ ​ 6,442 ​ ​ ​ Strategic advisory costs ​ ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ ​ Loss on assets held for sale ​ ​ 490 ​ ​ 647 ​ ​ (157) ​ ​ ​ Debt modification costs ​ ​ 712 ​ ​ 848 ​ ​ (136) ​ ​ ​ Adjusted operating income (non-GAAP) ​ $ 370,170 ​ $ 308,778 ​ $ 61,392 ​ 19.9 % Operating margin (GAAP) ​ ​ 19.1 % ​ 13.7 % ​ ​ ​ ​ ​ Adjusted operating margin (non-GAAP) ​ ​ 20.7 % ​ 19.5 % ​ ​ ​ ​ ​ Consolidated operating income increased 57.4%, or $124.5 million, to $341.5 million in fiscal year 2025 compared to the prior year.
This increase was primarily driven by the increase in letter of credit fees (as discussed in Note 14 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”), partially offset by lower write-offs on debt discount and issuance costs on Term Loan B in the current year compared to the prior year.
This decrease was primarily driven by lower interest expense on our Term Loan B due to decreased borrowings and a lower interest rate (as discussed in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”).
The decrease in the percentage was primarily the result of efficiencies in marketing spend and a decrease in amortization of acquired intangible assets. Restructuring Expense Restructuring expense was $1.9 million and $18.8 million in fiscal year 2024 and 2023, respectively.
The decrease in the percentage was primarily the result of revenue growth accompanied by decreases in amortization of acquired intangible assets and litigation reserves, partially offset by increases in asset impairments and strategic advisory costs. Restructuring Expense Restructuring expense was $3.3 million and $1.9 million in fiscal year 2025 and 2024, respectively.
Credit Losses The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in our accounts and financing receivable balances as of each balance sheet date. In evaluating the collectability of our accounts and financing receivable balances, we utilize historical events, current conditions, and reasonable and supportable forecasts about the future.
Although management believes its assumptions and estimates are reasonable, actual results could differ from those estimates. 45 Table of Contents Credit Losses The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in our accounts and financing receivable balances as of each balance sheet date.
Walden Walden operating income increased 115.1%, or $41.3 million, to $77.2 million in fiscal year 2024 compared to the prior year. Segment adjusted operating income increased 18.3%, or $20.2 million, to $130.5 million in fiscal year 2024 compared to the prior year.
Walden Segment adjusted operating income increased 40.6%, or $53.0 million, to $183.6 million in fiscal year 2025 compared to the prior year.
Material Cash Requirements Long-Term Debt – As of June 30, 2024, we have principal balances of $405.0 million of Notes and $253.3 million of Term Loan B, which requires interest payments. With the Term Loan B prepayments noted above, we are no longer required to make quarterly principal installment payments on the Term Loan B.
Material Cash Requirements Long-Term Debt – As of June 30, 2025, we have principal balances of $405.0 million of 5.50% Senior Secured Notes due 2028 (the “Notes”), which mature on March 1, 2028 and $153.3 million of Term Loan B under our Credit Facility, which matures on August 12, 2028 and requires interest payments.
“Financial Statements and Supplementary Data” for additional information on our share repurchase programs. On March 14, 2022, we entered into an ASR agreement to repurchase $150.0 million of common stock.
“Financial Statements and Supplementary Data” for additional information on our share repurchase programs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSubstantially all of their financial transactions are denominated in the U.S. dollar. The interest rate on Adtalem’s Term Loan B is based upon the Secured Overnight Financing Rate (“SOFR”) for eurocurrency rate loans. As of June 30, 2024, Adtalem had $253.3 million in outstanding borrowings under the Term Loan B with an interest rate of 8.84%.
Biggest changeSubstantially all of their financial transactions are denominated in the U.S. dollar. 50 Table of Contents The interest rate on Adtalem’s Term Loan B is based upon the Secured Overnight Financing Rate (“SOFR”). As of June 30, 2025, Adtalem had $153.3 million in outstanding borrowings under the Term Loan B with an interest rate of 7.08%.
Based upon borrowings of $253.3 million, a 100 basis point increase in short-term interest rates would result in $2.5 million of additional annual interest expense.
Based upon borrowings of $153.3 million, a 100 basis point increase in short-term interest rates would result in $1.5 million of additional annual interest expense.

Other ATGE 10-K year-over-year comparisons