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What changed in LAUREATE EDUCATION, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LAUREATE 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.

+226 added−243 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in LAUREATE EDUCATION, INC.'s 2025 10-K

226 paragraphs added · 243 removed · 189 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe UNAM regulations also require private entities incorporated to UNAM to grant scholarships to at least five percent of the total students registered at such entity. The students entitled to have this benefit will be selected by UNAM. Some of our high school programs and one of our medical programs are incorporated to UNAM.
Biggest changeThe General Regulations of Incorporation and Validation of Studies issued by UNAM provide that programs followed in private entities may be “incorporated” to UNAM in order for UNAM to recognize their validity. 13 The UNAM regulations also require private entities incorporated to UNAM to grant scholarships to at least five percent of the total students registered at such entity.
Incidents and risks are reported, reviewed, and addressed through established cross-functional incident response teams. • In addition, our focus on safety and security is complemented by our long-standing Discrimination and Harassment policy. • Cybersecurity is a major area of focus across the Company. • Our employees are expected to complete mandatory cybersecurity training multiple times per year, covering a wide range of topics aimed at keeping employees and the business protected from increasing cyber risks. • Strict data management controls are enforced across the Company to ensure our workforce and human capital data is appropriately and securely captured and stored.
Incidents and risks are reported, reviewed, and addressed through established cross-functional incident response teams. • In addition, our focus on safety and security is complemented by our long-standing Discrimination and Harassment policy. • Cybersecurity is a major area of focus across the Company. • Our employees are expected to complete mandatory cybersecurity training multiple times per year, covering a wide range of topics aimed at keeping employees and the business protected from increasing cyber risks. 11 • Strict data management controls are enforced across the Company to ensure our workforce and human capital data is appropriately and securely captured and stored.
In Peru, private education providers constitute 76% of the total higher-education market. In addition to capacity limitations, we believe that limited public resources, and the corresponding policy reforms to make higher education systems less dependent on the financial and operational support of local governments, have resulted in increased enrollments in private institutions relative to public institutions.
In Peru, private education providers constitute approximately 76% of the total higher-education market. In addition to capacity limitations, we believe that limited public resources, and the corresponding policy reforms to make higher education systems less dependent on the financial and operational support of local governments, have resulted in increased enrollments in private institutions relative to public institutions.
The technical-vocational institutes and colleges law enacted in 2016 (the “Institutes and Colleges Law”) created two types of institutions: Higher Education Institutes (“Institutes”), which are dedicated to 14 technical careers and Higher Education Colleges (“Colleges”), which are devoted to technical careers related to education, as well as science and information technology. Institutes grant technical bachelor degrees and professional technical degrees.
The technical-vocational institutes and colleges law enacted in 2016 (the “Institutes and Colleges Law”) created two types of institutions: Higher Education Institutes (“Institutes”), which are dedicated to technical careers and Higher Education Colleges (“Colleges”), which are devoted to technical careers related to education, as well as science and information technology. Institutes grant technical bachelor degrees and professional technical degrees.
Currently, Universidad Tecnológica de México, S.C. and Universidad del Valle de México, S.C. have secretarial resolutions that were issued in their favor before the 13 issuance of Acuerdo 17/11/17. The obligations contained in these secretarial resolutions generally conform to the obligations provided under Acuerdo 17/11/17.
Currently, Universidad Tecnológica de México, S.C. and Universidad del Valle de México, S.C. have secretarial resolutions that were issued in their favor before the issuance of Acuerdo 17/11/17. The obligations contained in these secretarial resolutions generally conform to the obligations provided under Acuerdo 17/11/17.
These provisions regulate the education services rendered by the federal government, the states and private entities and contain guidelines for the allocation of the higher education role among the federal government, the states and the municipalities, including their respective economic contributions, in order to jointly participate in the development and coordination of higher education.
These provisions regulate the education services rendered by the federal government, the states and private entities 12 and contain guidelines for the allocation of the higher education role among the federal government, the states and the municipalities, including their respective economic contributions, in order to jointly participate in the development and coordination of higher education.
Our portfolio of benefits support and promote the physical and mental health of our employees and are regularly benchmarked to ensure competitiveness against industry standards. 11 Safety and Security • We remain committed to the safety and well-being of all employees, students, and other stakeholders.
Our portfolio of benefits support and promote the physical and mental health of our employees and are regularly benchmarked to ensure competitiveness against industry standards. Safety and Security • We remain committed to the safety and well-being of all employees, students, and other stakeholders.
Essentially all of our revenues for 2024 were generated from private pay sources, as there are no material government-sponsored student loan programs in Mexico or Peru. We believe that students’ and families’ willingness to allocate personal resources to fund higher education at our institutions validates our strong value proposition. • Revenue Visibility Enhanced by Program Length and Strong Retention.
Essentially all of our revenues for 2025 were generated from private pay sources, as there are no material government-sponsored student loan programs in Mexico or Peru. We believe that students’ and families’ willingness to allocate personal resources to fund higher education at our institutions validates our strong value proposition. • Revenue Visibility Enhanced by Program Length and Strong Retention.
In addition, many of our institutions and programs have earned the highest accreditation available, which provides us with a strong competitive advantage in local markets. For example, medical school licenses are often the most difficult to obtain and are only granted to institutions that meet rigorous standards. Throughout Mexico and Peru we operate 23 medical and nine dental schools.
In addition, many of our institutions and programs have earned the highest accreditation available, which provides us with a strong competitive advantage in local markets. For example, medical school licenses are often the most difficult to obtain and are only granted to institutions that meet rigorous standards. Throughout Mexico and Peru we operate 24 medical and nine dental schools.
According to data from the Organization for Economic Co-operation and Development (“OECD”), in countries that are members of the OECD, the earnings from employment for younger adults (25-34 years) completing higher education was approximately 39% higher, and the earnings advantage reached 68% among older adults (45-54 years), than those of younger and older adults with only an upper secondary education.
According to data from the Organization for Economic Co-operation and Development (“OECD”), in countries that are members of the OECD, the earnings from employment for younger adults (25-34 years) completing higher education was approximately 39% higher, and the earnings advantage reached 67% among older adults (45-54 years), than those of younger and older adults with only an upper secondary education.
While global participation rates have increased for traditional higher education students (defined as 18-24 year olds), the market for higher education in Mexico and Peru, excluding technical-vocational institutes, is still significantly underpenetrated, at approximately 35% and 42%, respectively, as compared to approximately 55% in the United States. Strong Economic Incentives for Higher Education.
While global participation rates have increased for traditional higher education students (defined as 18-24 year olds), the market for higher education in Mexico and Peru, excluding technical-vocational institutes, is still significantly underpenetrated, at approximately 34% and 42%, respectively, as compared to approximately 55% in the United States. Strong Economic Incentives for Higher Education.
In particular, we emphasize science, technology, engineering and math (STEM) and business disciplines, areas in which we believe that there is large and growing demand, especially in developing countries. Students pursuing degrees in Medicine & Health Sciences, Engineering & Information Technology and Business & Management, our three largest disciplines, constitute approximately 70% of our total post-secondary enrollments.
In particular, we emphasize science, technology, engineering and math (STEM) and business disciplines, areas in which we believe that there is large and growing demand, especially in developing countries. Students pursuing degrees in Medicine & Health Sciences, Engineering & Information Technology and Business & Management, our three largest disciplines, constitute approximately 75% of our total post-secondary enrollments.
Information contained on our website is not incorporated by reference herein and is not part of this Annual Report on Form 10-K. Our History Since making our first investment in global higher education in 1999, we have focused on expanding access to differentiated higher education and learning opportunities to traditionally underserved areas of the world.
Information contained on our website is not incorporated by reference herein and is not part of this Form 10-K. Our History Since making our first investment in global higher education in 1999, we have focused on expanding access to differentiated higher education and learning opportunities to traditionally underserved areas of the world.
Additionally, through targeted programs and multiple teaching modalities, we are able to serve the differentiated needs of non-traditional students in these markets. Our program and level of study mix for 2024 was as follows: Our Segments We have two reportable segments, which are summarized in the charts below.
Additionally, through targeted programs and multiple teaching modalities, we are able to serve the differentiated needs of non-traditional students in these markets. Our program and level of study mix for 2025 was as follows: Our Segments We have two reportable segments, which are summarized in the charts below.
Recognizing the Impact of Our People • Through the expertise, passion, and commitment of our people, we are making a positive impact within and beyond communities across Mexico and Peru. In 2024, we published our 2023 Impact Report which recognizes and celebrates the impact our people are creating, aligned to the United Nations Sustainable Development Goals.
Recognizing the Impact of Our People • Through the expertise, passion, and commitment of our people, we are making a positive impact within and beyond communities across Mexico and Peru. In 2025, we published our 2024 Impact Report which recognizes and celebrates the impact our people are creating, aligned to the United Nations Sustainable Development Goals.
The following information for our segments is presented as of December 31, 2024. Our Industry We operate higher education institutions in Mexico and Peru. These markets are characterized by what we believe is a significant imbalance between supply and demand.
The following information for our segments is presented as of December 31, 2025. Our Industry We operate higher education institutions in Mexico and Peru. These markets are characterized by what we believe is a significant imbalance between supply and demand.
Throughout 2024, we took a range of actions to advance our commitment to safety and security. • In both Mexico and Peru, we employ dedicated security teams to develop and execute strategies to promote the safety of all students, employees, and campuses.
Throughout 2025, we took a range of actions to advance our commitment to safety and security. • In both Mexico and Peru, we employ dedicated security teams to develop and execute strategies to promote the safety of all students, employees, and campuses.
In 2023, Cibertec's Institute was granted an Institutes license renewal for a six-year period. Also during 2023, Cibertec was granted a Colleges license for a six-year period, which allows Cibertec to offer programs for professional bachelor degrees. 15
In 2023, Cibertec's Institute was granted an Institutes license renewal for a six-year period. Also during 2023, Cibertec was granted a Colleges license for a six-year period, which allows Cibertec to offer programs for professional bachelor degrees. 14
In both Mexico and Peru, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. In Mexico, private education providers constitute 39% of the total higher-education market (46% in states in which we have operations).
In both Mexico and Peru, the private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. In Mexico, private education providers constitute approximately 39% of the total higher-education market (47% in states in which we have operations).
The University Law, as amended in August 2024, allows for the educational services to be provided by three modalities: (i) face-to-face learning (with a maximum of 20% virtual credits), (ii) hybrid learning (with up to 60% of the total credits of the academic program allowed to be taken virtually) and (iii) virtual learning (up to 100% of academic credits, except for programs that require in-person experiments and practices).
The University Law, as amended in August 2024, allows for the educational services to be provided by three modalities: (i) face-to-face learning (with a maximum of 30% virtual credits), (ii) hybrid learning (with up to 70% of the total credits of the academic program allowed to be taken virtually) and (iii) virtual learning (up to 100% of academic credits, except for programs that require in-person experiments and practices).
Various corporate governance documents, including o ur Audit and Risk Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Conduct and Ethics are available without charge through the “Leadership and Governance” portion of our investor relations website, listed above.
Various corporate governance documents, including o ur Audit and Risk Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Corporate Governance Guidelines and Code of Conduct and Ethics are available without charge through the “Governance” portion of our investor relations website, listed above.
To achieve our mission, we execute a strategy enabled by the following initiatives: Integration of Campus-Based Operations in Mexico and Peru. Our institutions in Mexico and Peru serve approximately 472,000 students in a relatively homogenous operating environment, creating a unique opportunity to harvest the benefits of scale.
To achieve our mission, we execute a strategy enabled by the following initiatives: Integration of Campus-Based Operations in Mexico and Peru. Our institutions in Mexico and Peru serve approximately 497,700 students in a relatively homogenous operating environment, creating a unique opportunity to harvest the benefits of scale.
In addition, multiple metrics are consistently tracked to monitor engagement and employee satisfaction, such as voluntary attrition, changes in individual and team performance and outcomes, and reports to the ethics and compliance hotline.
Employee Engagement • Comprehensive employee engagement surveys are conducted regularly. In addition, multiple metrics are consistently tracked to monitor engagement and employee satisfaction, such as voluntary attrition, changes in individual and team performance and outcomes, and reports to the ethics and compliance hotline.
Collectively, we have approximately 472,000 students enrolled at five institutions with over 50 campuses as of December 31, 2024. Our institutions in Mexico and Peru operate within scaled country networks, which provide advantages in terms of shared infrastructure, technology, curricula and operational best practices.
Collectively, we have approximately 497,700 students enrolled at five institutions with over 50 campuses as of December 31, 2025. Our institutions in Mexico and Peru operate within scaled country networks, which provide advantages in terms of shared infrastructure, technology, curricula and operational best practices.
The following table presents information about the institutions as of December 31, 2024: Reportable Segment (Enrollment) Higher Education Institution Year Joined Laureate Network Year Founded Mexico Universidad del Valle de México (UVM) 2000 1960 (258,500) Universidad Tecnológica de México (UNITEC) 2008 1966 Peru Universidad Peruana de Ciencias Aplicadas (UPC) 2004 1994 (213,500) CIBERTEC 2004 1983 Universidad Privada del Norte (UPN) 2007 1994 Competition We face competition in both of our reportable segments.
The following table presents information about the institutions as of December 31, 2025: Reportable Segment (Enrollment) Higher Education Institution Year Joined Laureate Network Year Founded Mexico Universidad del Valle de México (UVM) 2000 1960 (269,400) Universidad Tecnológica de México (UNITEC) 2008 1966 Peru Universidad Peruana de Ciencias Aplicadas (UPC) 2004 1994 (228,300) CIBERTEC 2004 1983 Universidad Privada del Norte (UPN) 2007 1994 Competition We face competition in both of our reportable segments.
Performance Management and Ongoing Development • We have a company-wide approach to performance management, goal setting, feedback, and performance-based compensation, which, at a minimum, includes two formal review checkpoints per year. • In 2024, all members of our executive team continued to participate in an executive coaching and development program and contributed to a range of culture-building and workforce development initiatives.
Performance Management and Ongoing Development • We have a company-wide approach to performance management, goal setting, feedback, and performance-based compensation, which, at a minimum, includes two formal review checkpoints per year. • In 2025, all members of our executive team continued to contribute to a range of culture-building and workforce development initiatives.
Becoming a public benefit corporation underscores our commitment to our purpose and our stakeholders, including students, regulators, employers, local communities and stockholders. 12 Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Financials” portion of our investor relations website at http://investors.laureate.net and on the SEC's website at www.sec.gov as soon as reasonably practical after they are filed with the SEC.
Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Financials” portion of our investor relations website at http://investors.laureate.net and on the SEC's website at www.sec.gov as soon as reasonably practical after they are filed with the SEC.
With strong brands and highly reputed i nstitutions in Mexico and Peru, we believe that we are uniquely positioned to address these market opportunities. 4 Country Institution Enrollment at December 31, 2024 Market Segment QS Stars™ Overall University Rating Ratings/Rankings Mexico Universidad del Valle de México (UVM) 124,400 Premium/ Traditional «««« • Ranked Top 5 university in Mexico • 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact Mexico Universidad Tecnológica de México (UNITEC) 134,100 Value/Teaching ««« • Largest private university in Mexico • 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact Peru Universidad Peruana de Ciencias Aplicadas (UPC) 72,100 Premium/Traditional «««« • Ranked #1 in educational sector in Peru • 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact Peru Universidad Privada del Norte (UPN) 122,100 Value/Teaching «««« • 3 rd largest private university in Peru • 5-Star rated by QS Stars™ in categories of Employability, Inclusiveness, Online Learning & Social Impact Peru CIBERTEC 19,300 Tech/Voc N/A • 3 rd largest private tech/voc institute in Peru Source s: QS Stars™, Guía Universitaria (UVM), MERCO Institutional Reputation Ranking (UPC) 5 Our institutions in Mexico and Peru offer traditional higher education students a private education alternative, with multiple brands and price points in each market and innovative programs and strong career-driven outcomes.
With strong brands and highly reputed i nstitutions in Mexico and Peru, we believe that we are uniquely positioned to address these market opportunities. 4 Country Institution Enrollment at December 31, 2025 Market Segment QS Stars™ Overall University Rating Ratings/Rankings Mexico Universidad del Valle de México (UVM) 132,200 Premium/ Traditional «««« • Ranked Top 5 university in Mexico • 5-Star rated by QS Stars™ in categories of Employability, Online Learning & Social Impact Mexico Universidad Tecnológica de México (UNITEC) 137,200 Value/Teaching ««« • Largest private university in Mexico • 5-Star rated by QS Stars™ in categories of Employability, Online Learning & Social Impact Peru Universidad Peruana de Ciencias Aplicadas (UPC) 78,400 Premium/Traditional ««««« • Ranked #1 in educational sector in Peru • 5-Star rated by QS Stars™ in categories of Employability, Online Learning & Social Impact Peru Universidad Privada del Norte (UPN) 129,900 Value/Teaching «««« • 3 rd largest private university in Peru • 5-Star rated by QS Stars™ in categories of Employability, Online Learning & Social Impact Peru CIBERTEC 20,000 Tech/Voc N/A • 2nd largest private tech/voc institute in Peru Source s: Secretaría de Educación Pública, SEP 2024 Database (Mexico), Ministry of Education of Peru, MINEDU 2024 Database (Peru).
When opening a new campus or expanding existing facilities, we use best practices that we have developed over more than the past decade to cost-effectively expedite the opening and development of that location. Expand Online and Hybrid Education Programs.
When opening a new campus or expanding existing facilities, we use best practices that we have developed to cost-effectively expedite the opening and development of that location. Expand Online and Hybrid Education Programs. We intend to increase the number of our students that receive their education through fully online or hybrid programs to meet the growing demands of students.
A new higher education bill was enacted in April 2021. No foreseeable material changes are expected to impact the business as a result of this bill and expected secondary provisions.
The students entitled to have this benefit will be selected by UNAM. Some of our high school programs and one of our medical programs are incorporated to UNAM. A new higher education bill was enacted in April 2021. No foreseeable material changes are expected to impact the business as a result of this bill and expected secondary provisions.
Our stated public benefit is firmly rooted in our company mission and our belief that when our students succeed, countries prosper and societies benefit.
Our stated public benefit is firmly rooted in our company mission and our belief that when our students succeed, countries prosper and societies benefit. Becoming a public benefit corporation underscores our commitment to our purpose and our stakeholders, including students, regulators, employers, local communities and stockholders.
Private entities may also obtain the recognition of validity of their programs from the National Autonomous University of Mexico ( Universidad Nacional Autónoma de México or “UNAM”). The General Regulations of Incorporation and Validation of Studies issued by UNAM provide that programs followed in private entities may be “incorporated” to UNAM in order for UNAM to recognize their validity.
Private entities may also obtain the recognition of validity of their programs from the National Autonomous University of Mexico ( Universidad Nacional Autónoma de México or “UNAM”).
We have also registered or filed applications in the applicable jurisdictions in which we operate for the trademarks “La ureate Online International” and “Laureate Online Education.” In addition, we have the rights to trade names, logos and other intellectual property specific to most of our higher education institutions, in the countries in which those institutions operate.
In addition, we have the rights to trade names, logos and other intellectual property specific to most of our higher education institutions, in the countries in which those institutions operate. Human Capital We currently enroll approximately 497,700 students across our five institutions in Mexico and Peru, in campus-based, fully online, and hybrid learning programs.
Human Capital We currently enroll approximately 472,000 students across our five institutions in Mexico and Peru, in campus-based, fully online, and hybrid learning programs. Our students are supported by a workforce of more than 31,800 employees, including 18,000 academic staff.
Our students are supported by a workforce of more than 33,900 employees, including 18,340 academic staff.
Removed
We intend to increase the number of our students that receive their education through fully online or hybrid programs to meet the growing demands of students.
Added
QS Stars™, Guía Universitaria (UVM), MERCO 2025 Institutional Reputation Ranking (UPC) 5 Our institutions in Mexico and Peru offer traditional higher education students a private education alternative, with multiple brands and price points in each market and innovative programs and strong career-driven outcomes.
Removed
Employee Engagement • Comprehensive employee engagement surveys are conducted regularly. In 2024, employees in Mexico and the United States responded to engagement surveys and our employees in Peru are scheduled to do so in the first half of 2025.
Added
These efforts are designed to gather valuable insights that inform decision-making and support meaningful improvements across the Company and our workforce.
Removed
Our overall engagement score in Mexico increased from 72% to 73% in 2024, and the overall engagement score for our US-based corporate team was 84%, an increase from 70% in 2022.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we are unable to obtain needed capital on terms acceptable to us, we may need to limit our growth initiatives or take other actions that materially adversely affect our business, financial condition, results of operations and cash flows.
Biggest changeIf we are unable to obtain needed capital on terms acceptable to us, we may need to limit our growth initiatives or take other actions that materially adversely affect our business, financial condition, results of operations and cash flows. 24 Risks Relating to Investing in Our Common Stock As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance.
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware unless we otherwise consent in writing to an alternative form.
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our 25 directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware unless we otherwise consent in writing to an alternative form.
The ability of our operating subsidiaries to pay dividends or to make distributions or other payments to their parent companies or directly to us will depend on their respective operating results and may be restricted by, among other things, the laws of their respective jurisdictions of organization, regulatory requirements, agreements entered into by those operating 25 subsidiaries and the covenants of any existing or future outstanding indebtedness that we or our subsidiaries may incur.
The ability of our operating subsidiaries to pay dividends or to make distributions or other payments to their parent companies or directly to us will depend on their respective operating results and may be restricted by, among other things, the laws of their respective jurisdictions of organization, regulatory requirements, agreements entered into by those operating subsidiaries and the covenants of any existing or future outstanding indebtedness that we or our subsidiaries may incur.
We may have difficulty managing and administering our operations in multiple countries, and we may need to expend additional funds to, among other things, staff key management positions, obtain additional information technology infrastructure and successfully implement relevant course and program offerings for each market, which may materially adversely affect our business, financial condition and results of operations.
We may have difficulty managing and administering our operations in multiple countries, and we may need to expend additional funds to, among other things, staff key management positions, obtain, upgrade and implement additional information technology infrastructure, and successfully implement relevant course and program offerings for each market, which may materially adversely affect our business, financial condition and results of operations.
If such a transaction were to occur and the 27 Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations. Item 1B. Unresolved Staff Comments None.
If such a transaction were to occur and the Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations. Item 1B. Unresolved Staff Comments None.
As a result, all gains and losses resulting from the 19 remeasurement of the financial results of operations in such country and other transactional foreign exchange gains and losses would be reflected in our earnings, which could result in volatility within our earnings, rather than as a component of our comprehensive income within stockholders’ equity.
As a result, all gains and losses resulting from the remeasurement of the financial results of operations in such country and other transactional foreign exchange gains and losses would be reflected in our earnings, which could result in volatility within our earnings, rather than as a component of our comprehensive income within stockholders’ equity.
For example, in 2017, a magnitude 7.1 earthquake struck 22 Mexico, causing a temporary suspension of activities at several UVM and UNITEC campuses that lasted 12 days on average, and we incurred significant direct costs for repairs due to the earthquake.
For example, in 2017, a magnitude 7.1 earthquake struck Mexico, causing a temporary suspension of activities at several UVM and UNITEC campuses that lasted 12 days on average, and we incurred significant direct costs for repairs due to the earthquake.
The level of marketing and advertising and types of strategies used are affected by the specific geographic markets, regulatory compliance requirements and the specific individual nature of each institution and its students. The complexity of these marketing efforts contributes to their cost.
The level of marketing and advertising and types of strategies used are affected by the specific geographic markets, regulatory compliance requirements and the specific nature of each institution and its students. The complexity of these marketing efforts contributes to their cost.
Other higher education institutions and online educational programs, however, may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer.
Other higher education institutions and online educational programs, however, may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. If we fail to keep pace with rapidly evolving technological developments in AI or other emerging technologies, our competitive position and business results may suffer.
The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these 23 types of lawsuits may seek recovery of very large or indeterminate amounts, or may assert criminal charges, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time.
The outcome of litigation, particularly 22 class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, or may assert criminal charges, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time.
Exchange rates between the U.S. dollar and the local currency in the countries where we operate institutions are likely to fluctuate from period to period. In 2024, essentially all of our revenues originated outside the United States. We translate revenues and other results denominated in foreign currencies into U.S. dollars for our consolidated financial statements.
Exchange rates between the U.S. dollar and the local currency in the countries where we operate institutions are likely to fluctuate from period to period. In 2025, essentially all of our revenues originated outside the United States. We translate revenues and other results denominated in foreign currencies into U.S. dollars for our consolidated financial statements.
If economic or industry conditions deteriorate or if market valuations decline, including with respect to our common stock, we may be required to impair goodwill and indefinite-lived intangibles in future periods. 21 We are incorporating artificial intelligence technologies into our programs and processes which may present business, compliance and reputational risks.
If economic or industry conditions deteriorate or if market valuations decline, including with respect to our common stock, we may be required to impair goodwill and indefinite-lived intangibles in future periods. 20 We are incorporating artificial intelligence technologies into our programs and processes which may present business, compliance and reputational risks.
While the Credit Agreement provide s for quarterly compliance with the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Credit Agreement, as of December 31, 2024, we were not required to comply with this covenant. We rely on funds from our operating subsidiaries to meet our debt service and other obligations.
While the Credit Agreement provide s for quarterly compliance with the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Credit Agreement, as of December 31, 2025, we were not required to comply with this covenant. We rely on funds from our operating subsidiaries to meet our debt service and other obligations.
Depending upon the severity of El Niño and its resulting impact on Peru and its economy, we may experience a range of disruptions, including reductions in enrollment, campus closures and flood-related damage, which could have a material adverse effect on our financial condition and results of operations.
Depending upon the severity of El Niño events and their resulting impact on Peru and its economy, we may experience a range of disruptions, including reductions in enrollment, campus closures and flood-related damage, which could have a material adverse effect on our financial condition and results of operations.
Any failure by us to effectively manage the challenges associated with our operations could materially adversely affect our business, financial condition and results of operations. 16 If we cannot maintain student enrollments in our institutions and maintain tuition levels, our results of operations may be materially adversely affected.
Any failure by us to effectively manage the challenges associated with our operations could materially adversely affect our business, financial condition and results of operations. 15 If we cannot maintain student enrollments in our institutions and maintain tuition levels, our results of operations may be materially adversely affected.
In addition, a number of our institutions in Mexico and Peru are located in areas that are prone to earthquake damage.
In addition, a number of our institutions in 21 Mexico and Peru are located in areas that are prone to earthquake damage.
It is possible that one or more of our institutions would be unable to operate for an extended period of time in the event of a hurricane, earthquake or other disaster that causes substantial damage to the area in which an institution is located.
It is possible that one or more of our institutions would be unable to operate for an extended period of time in the event of a hurricane, earthquake, flood, landslide or other disaster that causes substantial damage to the area in which an institution is located.
If we cannot respond effectively to market changes, our business may be materially adversely affected. Even if we 18 are able to develop acceptable new programs, we may not be able to introduce these new programs as quickly as students or employers require or as quickly as our competitors are able to introduce competing programs.
If we cannot respond effectively to market changes, our business may be materially adversely affected. Even if we 17 are able to develop acceptable new programs, we may not be able to introduce these new programs as quickly as students or employers require or as quickly as our competitors are able to introduce competing programs.
Additional challenges associated with the conduct of our business overseas that may materially adversely affect our operating results include: • our presence solely in Latin America presents risks relating to regional economic pressures; • each of our institutions is subject to unique business risks and challenges, including competitive pressures and diverse pricing environments at the local level; • difficulty maintaining quality standards consistent with our brands and with local accreditation requirements; • potential economic and political instability in the countries in which we operate, including student unrest; • changes in political leadership, whether in Mexico, Peru or the U.S., and subsequent changes to laws and regulatory regimes including new tariffs, trade restrictions and trade policies; • fluctuations in exchange rates, possible currency devaluations, inflation and hyperinflation; • compliance with a wide variety of foreign laws and regulations; • expropriation of assets by governments; • lower levels of availability or use of the Internet, through which our online programs are delivered; • limitations on the repatriation and investment of funds and foreign currency exchange restrictions; and • acts of terrorism, public health risks, crime and natural disasters, particularly in areas in which we have significant operations.
Additional challenges associated with the conduct of our business overseas that may materially adversely affect our operating results include: • our presence solely in Latin America presents risks relating to regional economic pressures; • each of our institutions is subject to unique business risks and challenges, including competitive pressures and diverse pricing environments at the local level; • difficulty maintaining quality standards consistent with our brands and with local accreditation requirements; • potential economic and political instability in the countries in which we operate, including student unrest; • changes in the political landscape in Mexico, Peru and/or the U.S., and subsequent changes to laws and regulatory regimes including new tariffs, trade restrictions and trade policies; • fluctuations in exchange rates, possible currency devaluations, inflation and hyperinflation; • compliance with a wide variety of foreign laws and regulations; • expropriation of assets by governments; • lower levels of availability or use of the Internet, through which our online programs are delivered; • limitations on the repatriation and investment of funds and foreign currency exchange restrictions; and • acts of terrorism, public health risks or emergencies such as pandemics or epidemics, crime and natural disasters, particularly in areas in which we have significant operations.
Brand value may be severely damaged, even by isolated incidents, particularly if the incidents receive considerable negative publicity. There has been a marked increase in use of social media platforms and other forms of Internet-based communications that allow individuals access to a broad audience of interested persons.
Brand value may be severely damaged, even by isolated incidents, particularly if the incidents receive considerable negative publicity. There has been a marked increase in use of social media platforms and other forms of online communications that allow individuals access to a broad audience of interested persons.
The success of our institutions depends to a significant extent on the willingness of prospective employers to hire our students upon graduation. Increasingly, employers demand that their employees possess appropriate technological and other appropriate skills, such as communication, critical thinking and teamwork. These skills can evolve rapidly in a changing economic and technological environment.
The success of our institutions depends significantly on the willingness of prospective employers to hire our students upon graduation. Increasingly, employers demand that their employees possess appropriate technological and other appropriate skills, such as communication, critical thinking and teamwork. These skills can evolve rapidly in a changing economic and technological environment.
If we are unable to advertise and market our institutions and programs successfully, our ability to attract and enroll new students could be materially adversely affected and, consequently, our financial performance could suffer. We use marketing tools such as the Internet, radio, television and print media advertising to promote our institutions and programs.
If we are unable to advertise and market our institutions and programs successfully, our ability to attract and enroll new students could be materially adversely affected and, consequently, our financial performance could suffer. We use marketing tools such as online, radio, television and print media advertising to promote our institutions and programs.
This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $57 million applying the PEN/USD exchange rate at December 31, 2024 (the “Threshold”). The Threshold is calculated in PEN and changes with currency exchange rates.
This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $65 million applying the PEN/USD exchange rate at December 31, 2025 (the “Threshold”). The Threshold is calculated in PEN and changes with currency exchange rates.
In addition, changes in the valuation of our deferred tax assets and liabilities, or changes in tax laws, regulations and accounting principles, could have a material adverse effect on our future income taxes. We have not recorded deferred tax liabilities for undistributed foreign earnings because our strategy is to reinvest these earnings outside the United States.
In addition, changes in the valuation of our deferred tax assets and liabilities, or changes in tax laws, regulations and accounting principles, could have a material adverse effect on our future income taxes. In the ordinary course, we do not record deferred tax liabilities for undistributed foreign earnings because our strategy is to reinvest these earnings outside the United States.
We conduct all of our operations through certain of our subsidiaries, and we have no significant assets other than cash of approximately $16 million as of December 31, 2024 held at corporate entities and the capital stock or other control rights of our subsidiaries.
We conduct all of our operations through certain of our subsidiaries, and we have no significant assets other than cash of approximately $21 million as of December 31, 2025 held at corporate entities and the capital stock or other control rights of our subsidiaries.
Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire.
Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, such policies or procedures may not work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire.
As of December 31, 2024, the net carrying value of our goodwill and other intangible assets totaled approximately $711 million. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations.
As of December 31, 2025, the net carrying value of our goodwill and other intangible assets totaled approximately $803 million. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations.
Some of our competitors in both the public and private sectors may have greater financial and other resources than we have and have operated in their markets for many years. Other competitors may include large, well-capitalized companies that may pursue a strategy similar to ours of acquiring or establishing for-profit institutions.
Some of our competitors in both the public and private sectors may have greater financial and other resources than we have and have operated in their markets for many years. Other competitors may include large, well-capitalized companies that may pursue a strategy similar to ours of expanding campuses, adding on-campus or online programs or acquiring or establishing for-profit institutions.
Any failure to accomplish this may have a material adverse effect on our future growth. 17 If we do not effectively manage our growth and business, our results of operations may be materially adversely affected.
Any failure to accomplish these initiatives may have a material adverse effect on our future growth. 16 If we do not effectively manage our growth and business, our results of operations may be materially adversely affected.
As a result of any of these events, we may not be able to conduct normal business 20 operations and may be required to incur significant expenses in order to resume normal business operations. As a result, our revenues and results of operations may be materially adversely affected.
Further, we may not be able to conduct normal business operations and may be required to incur significant expenses in order to resume normal business operations. As a result of these risks, our revenues and results of operations may be materially adversely affected.
Any computer system error or failure, or a sudden and significant increase in traffic on our institutions’ computer networks or those of our third-party providers, may result in the unavailability of these computer networks. In addition, any significant failure of our computer networks could disrupt our on-campus operations.
Any computer system error or failure, delay or unsuccessful implementation of new or enhanced systems, or a sudden and significant increase in traffic on our institutions’ computer networks or those of our third-party providers, may result in the unavailability of these computer networks. In addition, any significant failure of our computer networks could disrupt our on-campus operations.
If our revenue growth is less than projected, the costs incurred for these additions and upgrades could have a material adverse effect on our business, financial condition and results of operations.
If any expansion initiative underperforms or does not proceed as planned, or our revenue growth is less than projected, the costs incurred for these additions and upgrades could have a material adverse effect on our business, financial condition and results of operations.
There is no assurance that we will be able to maintain or accelerate the current growth rate, effectively manage expanding operations, build new campuses, expand capacity at current locations, or achieve planned growth on a timely or profitable basis.
We may not be able to maintain or accelerate the current growth rate, effectively manage expanding operations or building new campuses, expand capacity at current locations, or achieve planned growth on a timely or profitable basis.
Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy.
Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy. The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient.
For the year ended December 31, 2024, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased our revenue, operating income and Adjusted EBITDA by approximately $156.6 million, $43.6 million and $50.4 million, respectively.
For the year ended December 31, 2025, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased our revenue, operating income and Adjusted EBITDA by approximately $170.2 million, $49.7 million and $57.3 million, respectively.
Given the volatility of exchange rates, there is no assurance that we will be able to effectively manage currency transaction and/or translation risks. Therefore, volatility in currency exchange rates may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Given the volatility of exchange rates, we may not be able to effectively manage currency transaction and/or translation risks. Therefore, volatility in currency exchange rates may have a material adverse effect on our business, financial condition, results of operations and cash flows. Currency exchange rates and our reported revenues and earnings may also be negatively affected by inflation or hyperinflation.
As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches.
In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches.
We run the online operations of our institutions on different platforms, which are in various stages of development. The performance and reliability of these online operations are critical to the reputation of our institutions and our ability to attract and retain students.
The performance and reliability of these online operations are critical to the reputation of our institutions and our ability to attract and retain students.
Currency exchange rates and our reported revenues and earnings may also be negatively affected by inflation or hyperinflation. If a country in which we operate is designated as a highly inflationary economy in the future under GAAP, the U.S. dollar would become the functional currency for our operations in that country.
If a country in which we operate is designated as a highly inflationary economy in the future under GAAP, the U.S. dollar 18 would become the functional currency for our operations in that country.
Additionally, if we do not maintain adequate or favorable coverage of our common stock by securities analysts, the trading price of our common stock could decline.
In addition, we cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term shareholder value. The trading price of our common stock is subject to volatility. Additionally, if we do not maintain adequate or favorable coverage of our common stock by securities analysts, the trading price of our common stock could decline.
This translation is based on average exchange rates during a reporting period. As the exchange rate of the U.S. dollar strengthens, as occurred in 2024 and as we expect will continue to occur in 2025 with respect to the Mexican peso, our reported international revenues and earnings are reduced because foreign currencies translate into fewer U.S. dollars.
As the exchange rate of the U.S. dollar strengthens, our reported international revenues and earnings are reduced because foreign currencies translate into fewer U.S. dollars.
Removed
See above risk factor regarding threats experienced by us and other global companies as continued targets of cyber security attacks and that, despite having experienced attacks and threats, we are not aware that we have experienced a material cyber-security breach. The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient.
Added
This translation is based on average exchange rates during a reporting period. While the Mexican peso and the Peruvian nuevo sol strengthened against the U.S. dollar by the end of 2025 compared to the beginning of the year, the U.S. dollar has strengthened against those currencies in the recent past.
Removed
A user who circumvents security measures could misappropriate personal or proprietary information. In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy.
Added
We run the online operations of our institutions on different platforms, which are in various stages of development. We also periodically implement new or enhanced business processes, enterprise and information systems. Implementation of such systems requires the commitment of significant personnel, training and financial resources, and entails risks to our business operations.
Removed
An epidemic, pandemic or other public health emergency could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Added
As a result of any of these events, we may not realize anticipated productivity improvements or cost efficiencies and may experience interruptions in service and operational difficulties, which could result in quality issues, reputational harm and lost market 19 opportunities.
Removed
An epidemic, pandemic or other public health emergency in the locations in which our students, faculty, and staff live, work and attend classes could have an adverse effect on our business, financial condition, cash flows and results of operations.
Added
A user who circumvents security measures could misappropriate personal or proprietary information. See also “ Connectivity constraints or technology system breaches and/or disruptions to our computer networks could have a material adverse effect on our ability to attract and retain students and subject us to liability, reputational damage or interrupt the operation of our business ” above.
Removed
An epidemic, pandemic or other public health emergency could adversely affect global economies, market conditions and business operations across industries worldwide, including our industry. Any general economic slowdown or recession that disproportionately impacts the countries in which our institutions operate could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Added
If we fail to maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected. As a public company, we are required, among other things, to maintain effective internal controls over financial reporting and disclosure controls and procedures.
Removed
In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We have in the past had material weaknesses in our internal control over financial reporting.
Added
The process of designing and implementing effective internal controls and disclosure controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environment and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
Removed
We have identified and remediated material weaknesses in the past and may in the future discover areas of our internal financial and accounting controls and procedures that need improvement. Our internal control over financial reporting will not prevent or detect all errors and all fraud.
Added
We cannot assure you that the measures that we have taken, and that we continue to take, will be sufficient to prevent material weaknesses from occurring.
Removed
A control system, regardless of how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
Added
If we fail to establish and maintain effective internal controls, our ability to accurately and timely report our financial results could be adversely affected and may result in a restatement of our annual or interim financial statements, which could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock. 23 Risks Relating to Our Indebtedness Our debt agreements contain, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.
Removed
Because of the inherent limitations in all control systems, 24 no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
Added
The amount and frequency of our share repurchases and dividends are affected by a number of factors and may fluctuate.
Removed
If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we or our independent registered public accounting firm may conclude that our internal controls over financial reporting are not effective or our independent registered public accounting firm may not be able to provide us with an unqualified opinion as required by Section 404 of the Sarbanes-Oxley Act.
Added
Although historically we have announced special cash dividend payments and we have currently adopted a share repurchase program, we are not obligated to pay cash dividends or to repurchase a specified number or dollar value of shares under our share repurchase program or at all.
Removed
If that were to happen, investors could lose confidence in our reported financial information, which could lead to a decline in the market price of our common stock and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities.
Added
The level of dividends and amount, timing, and purchases under our share repurchase program, if any, are influenced by many factors and may fluctuate based on our operating results, cash flows, and priorities for the use of cash, the market price of our common stock, and, with respect to share repurchases, our possession of potentially material nonpublic information.
Removed
Additionally, the existence of any material weakness could require management to devote significant time and incur significant expense to remediate any such material weakness and management may not be able to remediate any such material weakness in a timely manner.
Removed
The existence of any material weakness in our internal control over financial reporting also could result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause the holders of our common stock to lose confidence in our reported financial information, all of which could materially adversely affect our business and share price.
Removed
Risks Relating to Our Indebtedness Our debt agreements contain, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.
Removed
Risks Relating to Investing in Our Common Stock As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance.
Removed
If we or our existing investors sell or announce an intention to sell additional shares of our common stock, the market price of our common stock could decline.
Removed
The market price of our common stock could decline as a result of sales of a large number of shares of common stock in the market, or the perception that such sales could occur.
Removed
These sales, or the possibility that these sales may occur, also might make it more difficult for us to raise capital through future sales of equity securities at a time and at a price that we deem appropriate, or at all. 26 The trading price of our common stock is subject to volatility.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor more information on our cybersecurity related risks, see “Item 1A—Risk Factors—Risks Relating to Our Business” in this Annual Report on Form 10-K. 28 Governance Our Board of Directors has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence.
Biggest changeGovernance Our Board of Directors has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence. The Audit and Risk Committee assists the Board of Directors in its responsibilities of overseeing cybersecurity risk.
This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level and that cybersecurity risk remains a key component of management activities, including continuously assessing, identifying, and managing material risks from cybersecurity threats. Our cybersecurity program is based on the U.S.
This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level and that cybersecurity risk remains a key component of management activities, including continuously assessing, identifying, and managing material risks from cybersecurity threats. Our cybersecurity program is 26 based on the U.S.
Our CISO (who also serves as our Chief Information Officer) leads our information security organization and has primary responsibility for information security strategy, policy, managing our cybersecurity threat detection and response plan, and assessing and managing material risks from cybersecurity threats.
Our CISO (who also serves as our Chief Information Officer) leads our information security organization and has primary responsibility for information security strategy, policy, managing our cybersecurity threat detection and response plan, and assessing and managing material 27 risks from cybersecurity threats.
This enables us to leverage specialized knowledge and insights, ensuring our cybersecurity risk management, strategies and processes remain at the forefront of industry best practices. Because we are aware of the risks associated with third-party service providers, we have implemented processes to oversee and manage these risks, including security assessments of all third-party providers before engagement.
This enables us to leverage specialized knowledge and insights, ensuring our cybersecurity risk management, strategies and processes remain at the forefront of industry best practices. Because we are aware of the risks associated with third-party service providers, we have implemented processes to oversee and manage these risks, including risk-based security assessments of third-party providers prior to engagement.
Management utilizes industry standard tools and procedures to monitor the information security of systems, networks and information assets, regardless of geographic location, and has implemented key policies and procedures, including but not limited to cybersecurity threat detection and analysis, a framework for materiality determination and a reporting-up process to assist in a disclosure of a material event, if required.
Management utilizes industry standard tools and procedures to monitor the information security of systems, networks and information assets, regardless of geographic location, and has implemented key policies and procedures, including but not limited to cybersecurity threat detection and analysis, a defined framework for materiality determinations and a reporting-up process to support timely disclosure of a material event, if required.
The chair of the Audit and Risk Committee, in turn, periodically reports on its review with the Board of Directors, and our COO and CISO report annually to the Board of Directors regarding our cybersecurity program and risk management.
The chair of the Audit and Risk Committee, in turn, periodically reports on its review with the Board of Directors, and our COO and CISO report annually to the Board of Directors regarding our cybersecurity program and risk management. Our management team is responsible for the day-to-day operations of the cybersecurity program.
The Audit and Risk Committee assists the Board of Directors in its responsibilities of overseeing cybersecurity risk. Our Chief Operating Officer (“COO”) and Chief Information Security Officer (“CISO”) play a pivotal role in informing the Audit and Risk Committee on cybersecurity risks.
Our Chief Operating Officer (“COO”) and Chief Information Security Officer (“CISO”) play a pivotal role in informing the Audit and Risk Committee on cybersecurity risks.
The sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient.
The sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient. For more information on our cybersecurity related risks, see “Item 1A—Risk Factors—Risks Relating to Our Business” in this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeThe following table summarizes the Company's properties by segment as of December 31, 2024: Segment Square feet leased space Square feet owned space Total square feet Mexico 23,612,126 7,740,988 31,353,114 Peru 696,178 5,544,452 6,240,630 Corporate (including headquarters) 5,054 — 5,054 Total 24,313,358 13,285,440 37,598,798 Our Mexico and Peru segments lease or own various sites that may include a local headquarters and all or some of the facilities of a campus or location.
Biggest changeThe following table summarizes the Company's properties by segment as of December 31, 2025: Segment Square feet leased space Square feet owned space Total square feet Mexico 23,893,498 7,690,903 31,584,401 Peru 678,636 5,863,858 6,542,494 Corporate (including headquarters) 3,885 — 3,885 Total 24,576,019 13,554,761 38,130,780 Our Mexico and Peru segments lease or own various sites that may include a local headquarters and all or some of the facilities of a campus or location.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+1 added−5 removed0 unchanged
Removed
Item 3. Legal Proceedings Our former Spanish holding company, Laureate Netherlands Holding B.V. (f/k/a Iniciativas Culturales de España, S.L.), was subject to various tax audits by the Spanish Taxing Authority (“STA”), resulting in the issuance of final assessments based on the STA’s rejection of the tax deductibility of financial expenses related to certain intercompany acquisitions.
Added
Item 3. Legal Proceedings For a description of our material pending legal proceedings, see Note 10, Commitments and Contingencies, in our consolidated financial statements included elsewhere in this Form 10-K, which is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 28 Part II
Removed
Accordingly, we have paid assessments totaling approximately $40.8 million for tax years during the period from 2006 to 2015. We filed various appeals of the assessments, which were rejected, and in June 2023, the Spanish Supreme Court ruled in favor of the STA on its appeal regarding these issues.
Removed
As a result, the Company has no further recourse with respect to the related final assessments for tax years 2006 to 2010. The outcome of any remaining years under audit are not expected to have a material effect on the Company’s consolidated financial statements and thus will not be reported upon by the Company in subsequent periodic reports.
Removed
In May 2023, we were notified by t he STA that an audit of our former Spanish holding company was being initiated in relation to corporate income tax for the period from January 2018 to May 2020 and withholding on account of non-resident income tax for the period from May 2019 to May 2020.
Removed
In December 2024, after completion of the audit by the STA, the Company paid a final assessment of $0.4 million with respect to this matter, resulting in the closing of the audit. 29 Item 4. Mine Safety Disclosures Not applicable. 30 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+6 added−2 removed7 unchanged
Biggest changeWe believe that our industry peer group represents the majority of the market value of publicly traded companies whose primary business is post-secondary education. The returns set forth on the following graph are based on historical results and are not intended to suggest future performance.
Biggest changeStock Performance Graph The following graph compares the cumulative total return of our common stock, an industry peer group index, and the Nasdaq Composite Index from December 31, 2020 through December 31, 2025. We believe that our industry peer group represents the majority of the market value of publicly traded companies whose primary business is post-secondary education.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq under the symbol “LAUR.” Holders of Record There were 56 holders of record of our common stock as of January 31, 2025.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq under the symbol “LAUR.” Holders of Record There were 53 holders of record of our common stock as of January 31, 2026.
The terms of our Credit Agreement limit our ability to pay cash dividends in certain circumstances. Furthermore, if we are in default under our Credit Agreement, our ability to pay cash dividends will be limited in the absence of a waiver of that default or an amendment to such agreement.
Furthermore, if we are in default under our Credit Agreement, our ability to pay cash dividends will be limited in the absence of a waiver of that default or an amendment to such agreement.
Accordingly, the performance graph below adjusts for these distributions. 32 The information contained in the performance graphs shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into such filing.
The information contained in the performance graphs shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into such filing.
Dividend Policy We currently do not anticipate paying any ordinary cash dividends on our common stock in the foreseeable future; however, the Company may consider extraordinary dividend(s) as part of an overall strategy to return capital to shareholders. Notwithstanding any such actions, we expect to retain our future earnings, if any, for use in the operation of our business.
Dividend Policy We currently do not anticipate paying any ordinary cash dividends on our common stock in the foreseeable future; however, the Company may consider extraordinary dividend(s) as part of an overall strategy to return capital to shareholders.
Issuer Purchases of Equity Securities The following table provides a summary of the Company’s purchases of its common stock during the fourth quarter of the fiscal year ended December 31, 2024: Period Total number of shares purchased (in thousands) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (in thousands) Approximate dollar value of shares yet to be purchased under the plans or programs (in thousands) (1) 10/1/24 - 10/31/24 — $ — — $ 100,000 11/1/24 - 11/30/24 — $ — — $ 100,000 12/1/24 - 12/31/24 113 $ 17.99 113 $ 97,976 Total 113 $ 17.99 113 $ 97,976 (1) On September 13, 2024, the Company announced that its Board of Directors had approved a stock repurchase program to acquire up to $100 million of the Company’s common stock.
Recent Sales of Unregistered Securities None. 30 Issuer Purchases of Equity Securities The following table provides a summary of the Company’s purchases of its common stock during the fourth quarter of the fiscal year ended December 31, 2025: Period Total number of shares purchased (in thousands) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (in thousands) Approximate dollar value of shares yet to be purchased under the plans or programs (in thousands) (1) 10/1/25 - 10/31/25 — $ — — $ 177,391 11/1/25 - 11/30/25 2,655 $ 30.39 2,655 $ 96,711 12/1/25 - 12/31/25 2,029 $ 32.43 2,029 $ 30,905 Total 4,684 $ 31.27 4,684 $ 30,905 (1) On September 13, 2024, the Company announced that its Board of Directors had approved a stock repurchase program to acquire up to $100 million of the Company’s common stock.
Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors. 31 Stock Performance Graph The following graph compares the cumulative total return of our common stock, an industry peer group index, and the Nasdaq Composite Index from December 31, 2019 through December 31, 2024.
Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors.
The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program at any time. Item 6. [Reserved]
Repurchases may also be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program at any time. Item 6. [Reserved]
The performance graph assumes $100 investment on December 31, 2019 in either our common stock, the companies in our industry peer group, or the Nasdaq Composite Index. Data for the Nasdaq Composite Index and our peer group assume reinvestment of dividends. The peer group included in the performance graph above consists of Strategic Education, Inc. (STRA), Adtalem Global Education, Inc.
Data for the Nasdaq Composite Index and our peer group assume reinvestment of dividends. 29 The peer group included in the performance graph above consists of Strategic Education, Inc. (STRA), Adtalem Global Education, Inc. (ATGE), Grand Canyon Education, Inc. (LOPE), Cogna Educação S.A. (COGN3), YDUQS Participacoes S.A. (YDUQ3) and Anima Holdings S.A. (ANIM3).
Removed
(ATGE), Grand Canyon Education, Inc. (LOPE), Cogna Educação S.A. (COGN3), YDUQS Participacoes S.A. (YDUQ3) and Anima Holdings S.A. (ANIM3).
Added
Notwithstanding any such actions, we expect to retain our future earnings, if any, for use in the operation of our business and to repurchase shares of our common stock. The terms of our Credit Agreement limit our ability to pay cash dividends in certain circumstances.
Removed
Repurchases may also be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. The stock repurchase program does not have a fixed expiration date.
Added
The returns set forth on the following graph are based on historical results and are not intended to suggest future performance. The performance graph assumes $100 investment on December 31, 2020 in either our common stock, the companies in our industry peer group, or the Nasdaq Composite Index.
Added
Accordingly, the performance graph below adjusts for these distributions.
Added
On October 30, 2025, the Company announced that its Board of Directors had approved a $150 million increase to the authorization for the Company’s stock repurchase program. As of December 31, 2025, the dollar value of shares yet to be repurchased under this stock repurchase program was $30.9 million.
Added
On February 19, 2026, the Company announced that its Board of Directors had approved an additional $150 million increase to the existing authorization for the Company’s stock repurchase program.
Added
After giving effect to this new authorization and taking into account the cumulative repurchases through December 31, 2025, the Company may repurchase up to $180.9 million of its common stock under its stock repurchase program, which has no fixed expiration date.

Item 7. Management's Discussion & Analysis

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

92 edited+17 added−26 removed90 unchanged
Biggest changeAccordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. 39 The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the years ended December 31, 2024 , 2023 and 2022: % Change Better/(Worse) (in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net income $ 296.4 $ 107.3 $ 69.0 176 % 56 % Plus: (Income) loss from discontinued operations, net of tax (0.7) 9.8 (8.3) (107) % nm Income from continuing operations 295.7 117.0 60.7 153 % 93 % Plus: Equity in net income of affiliates, net of tax (0.2) (0.2) (0.3) — % (33) % Income tax expense 119.0 137.6 185.4 14 % 26 % Income from continuing operations before income taxes and equity in net income of affiliates 414.5 254.5 245.9 63 % 3 % Plus: Loss (gain) on disposal of subsidiaries, net 1.3 (3.6) (1.4) (136) % 157 % Foreign currency exchange (gain) loss, net (50.7) 75.7 17.4 167 % nm Other (income) expense, net (1.2) 0.3 (0.8) nm (138) % Interest expense 18.1 21.0 16.4 14 % (28) % Interest income (8.1) (9.1) (7.6) (11) % 20 % Operating income 374.0 338.8 270.0 10 % 25 % Plus: Depreciation and amortization 68.2 69.6 59.1 2 % (18) % EBITDA 442.2 408.4 329.1 8 % 24 % Plus: Share-based compensation expense (a) 7.8 7.1 8.8 (10) % 19 % Loss on impairment of assets (b) — 3.1 0.1 100 % nm EiP implementation expenses (c) — — 0.8 nm 100 % Adjusted EBITDA $ 450.1 $ 418.6 $ 338.9 8 % 24 % nm - percentage changes not meaningful (a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, “Stock Compensation.” (b) Represents non-cash charges related to impairments of long-lived assets.
Biggest changeThe following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the years ended December 31, 2025 , 2024 and 2023: % Change Better/(Worse) (in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net income $ 283.8 $ 296.4 $ 107.3 (4) % 176 % Plus: Loss (income) from discontinued operations, net of tax — (0.7) 9.8 100 % (107) % Income from continuing operations 283.8 295.7 117.0 (4) % 153 % Plus: Equity in net income of affiliates, net of tax (0.2) (0.2) (0.2) — % — % Income tax expense 117.3 119.0 137.6 1 % 14 % Income from continuing operations before income taxes and equity in net income of affiliates 400.9 414.5 254.5 (3) % 63 % Plus: Loss (gain) on disposal of subsidiaries, net — 1.3 (3.6) 100 % (136) % Foreign currency exchange loss (gain), net 34.6 (50.7) 75.7 (168) % 167 % Other (income) expense, net (7.9) (1.2) 0.3 nm nm Interest expense 10.7 18.1 21.0 41 % 14 % Interest income (7.1) (8.1) (9.1) (12) % (11) % Operating income 431.1 374.0 338.8 15 % 10 % Plus: Depreciation and amortization 74.5 68.2 69.6 (9) % 2 % EBITDA 505.6 442.2 408.4 14 % 8 % Plus: Share-based compensation expense (a) 13.3 7.8 7.1 (71) % (10) % Loss on impairment of assets (b) — — 3.1 nm 100 % Adjusted EBITDA $ 518.9 $ 450.1 $ 418.6 15 % 8 % nm - percentage changes not meaningful (a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, “Stock Compensation.” (b) Represents non-cash charges related to impairments of long-lived assets. 37 Comparison of Share-based Compensation Expense for the for the Years Ended December 31, 2025 and 2024 Share-based compensation expense increased by $5.5 million to $13.3 million for 2025 from $7.8 million for 2024, which was primarily driven by executive retention awards of restricted stock units that were granted in May 2024 and January 2025 as well as increased expense related to performance-based awards.
In addition, higher operating income combined with the net effect of changes in operating assets and liabilities increased operating cash flows by $1.7 million compared to 2023. Investing activities Cash used in investing activities increased by $5.6 million to $(57.5) million for 2024 from $(51.9) million for 2023.
In addition, higher operating income combined with the net effect of changes in operating assets and liabilities increased operating cash flows by $1.7 million compared to 2023. Investing activities Cash used in investing activities increased by $5.6 million to $(57.5) million for 2024 from $(51.9) million in 2023.
See “Item 1A—Risk Factors—Risks Relating to Our Business—We operate a portfolio of degree-granting higher education institutions in Mexico and Peru and are subject to complex business, economic, legal, political, tax and foreign currency risks, which risks may be difficult to adequately address.” We plan to grow organically by: 1) adding new programs and course offerings; 2) expanding target student demographics; and 3) increasing capacity at existing and new campus locations.
See “Item 1A—Risk Factors—Risks Relating to Our Business—We operate a portfolio of degree-granting higher education institutions in Mexico and Peru and are subject to complex business, economic, legal, political, tax and foreign currency risks, which risks may be difficult to adequately address.” We plan to grow our operations organically by: 1) adding new programs and course offerings; 2) expanding target student demographics; and 3) increasing capacity at existing and new campus locations.
This program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment, to grow our network through the following: (1) capacity expansion at institutions to support enrollment growth; (2) new campuses for institutions in our existing markets; and (3) information technology to increase efficiency and controls.
This program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment, to grow our network through the following: (1) capacity expansion at institutions to support enrollment growth; (2) new programs and campuses for institutions in our existing markets; and (3) information technology to increase efficiency and controls.
This 33 discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Item 1A. Risk Factors” section of this Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” on page 2 of this Form 10-K.
This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Item 1A. Risk Factors” section of this Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” on page 2 of this Form 10-K.
In the event that current collection trends differ from historical trends, an adjustment is made to the allowance account and bad debt expense. Share-Based Compensation We have granted restricted stock, restricted stock units and performance awards for which the vesting is based on our annual performance metrics.
In the event that current collection trends differ from historical trends, an adjustment is made to the allowance account and bad debt expense. Share-Based Compensation We have granted performance-based restricted stock units for which the vesting is based on our annual performance metrics.
See “Item 1A—Risk Factors—Risks Relating to Our Business—We experience seasonal fluctuations in our results of operations.” 36 Income Tax Expense Our consolidated income tax provision is derived based on the combined impact of federal, state and foreign income taxes.
See “Item 1A—Risk Factors—Risks Relating to Our Business—We experience seasonal fluctuations in our results of operations.” Income Tax Expense Our consolidated income tax provision is derived based on the combined impact of federal, state and foreign income taxes.
Our MD&A is presented in the following sections: • Overview; • Results of Operations; • Liquidity and Capital Resources; • Critical Accounting Policies and Estimates; and • Recently Issued Accounting Standards. Overview Our Business We operate a portfolio of degree-granting higher education institutions in Mexico and Peru.
Our MD&A is presented in the following sections: • Overview; • Results of Operations; • Liquidity and Capital Resources; • Critical Accounting Policies and Estimates; and • Recently Issued Accounting Standards. 31 Overview Our Business We operate a portfolio of degree-granting higher education institutions in Mexico and Peru.
The Amended Credit Agreement also provides that if less than 25% of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply. As of December 31, 2024, this condition was satisfied and, therefore, we were not subject to the leverage ratio. In addition, indebtedness at some of our locations contain financial maintenance covenants.
The Amended Credit Agreement also provides that if less than 25% of the Revolving Credit Facility is utilized as of that date, then such financial covenant shall not apply. As of December 31, 2025, this condition was satisfied and, therefore, we were not subject to the leverage ratio. In addition, indebtedness at some of our locations contain financial maintenance covenants.
Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if a quantitative impairment test is necessary. A reporting unit is defined as a component of an operating segment for which discrete financial information is available and regularly reviewed by management of the segment.
Under this guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if a quantitative impairment test is necessary. A reporting unit is defined as a component of an operating segment for which discrete financial information is available and regularly reviewed by management of the segment.
If certain conditions are satisfied, the Amended Credit Agreement also provides for incremental revolving and term loan facilities, at the request of the Company and subject to lender approval, not to exceed (i) the greater of (a) $172.5 million and (b) 50% of the Company's Consolidated EBITDA, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, on a pro forma basis, does not exceed 2.25x , plus, (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.
If certain conditions are satisfied, the Amended Credit Agreement also provides for incremental revolving and term loan facilities, at the request of the Company and subject to lender approval, not to exceed (i) the greater of (a) $172.5 million and (b) 50% of the Company's Consolidated EBITDA, plus (ii) additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, on a pro forma basis, does not exceed 2.25 to 1.00 , plus, (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.
The Company has the option of first performing a qualitative 49 impairment test to determine if a quantitative impairment test is necessary. Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the indefinite-lived intangible is greater than its carrying amount, the quantitative impairment test is not required.
The Company has the option of first performing a qualitative 46 impairment test to determine if a quantitative impairment test is necessary. Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the indefinite-lived intangible is greater than its carrying amount, the quantitative impairment test is not required.
Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships and other discounts, refunds and waivers. In addition to tuition revenues, we generate other revenues from student fees and other education-related activities.
Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships and other discounts, refunds and waivers. In addition to tuition revenues, we generate other revenues from student fees, short courses, and other education-related activities.
Management has discussed the selection of these critical accounting policies and estimates with the Audit and Risk Committee of the Board of Directors. 48 Goodwill and Indefinite-lived Intangible Assets We perform annual impairment tests of indefinite-lived intangible assets, including goodwill and tradenames, as of October 1st each year.
Management has discussed the selection of these critical accounting policies and estimates with the Audit and Risk Committee of the Board of Directors. 45 Goodwill and Indefinite-lived Intangible Assets We perform annual impairment tests of indefinite-lived intangible assets, including goodwill and tradenames, as of October 1st each year.
We were in compliance with these covenants as of December 31, 2024. Leases We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations.
We were in compliance with these covenants as of December 31, 2025. Leases We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations.
See Note 12, Income Taxes, in our consolidated financial statements included elsewhere in this Form 10-K for details of our deferred taxes and tax contingencies. 50 Indefinite Reinvestment of Foreign Earnings We earn substantially all of our income from subsidiaries located in countries outside the United States.
See Note 12, Income Taxes, in our consolidated financial statements included elsewhere in this Form 10-K for details of our deferred taxes and tax contingencies. 47 Indefinite Reinvestment of Historical Foreign Earnings We earn substantially all of our income from subsidiaries located in countries outside the United States.
From time to time, we draw down on the Revolving Credit Facility , and, in accordance with the terms of the credit agreement, any proceeds drawn on the Revolving Credit Facility may be used for general corporate purposes. As of December 31, 2024, the Company 44 had no outstanding balance borrowed under the Revolving Credit Facility.
From time to time, we draw down on the Revolving Credit Facility , and, in accordance with the terms of the credit agreement, any proceeds drawn on the Revolving Credit Facility may be used for general corporate purposes. As of December 31, 2025, the Company had no outstanding balance borrowed under the Revolving Credit Facility.
See “Item 1A—Risk Factors—Risks Relating to Our Business—Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange rates.” In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year, and then excludes the impact of other items, as described in the segment results.
See “Item 1A—Risk Factors—Risks Relating to Our Business—Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange rates.” In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year, and then excludes the impact of any acquisitions and divestitures.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion of our results of operations and financial condition with the audited historical consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (Form 10-K).
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion of our financial condition and results of operations with the audited historical consolidated financial statements and related notes included elsewhere in this Form 10-K.
Collectively, we have approximately 472,000 students enrolled at five institutions in these two countries. We believe that the higher education markets in Mexico and Peru present an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for affordable, quality higher education in those markets.
Collectively, we have approximately 497,700 students enrolled at five institutions in these two countries. We believe that the higher education markets in Mexico and Peru present an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for affordable, quality higher education in those markets.
See “Item 1A—Risk Factors—Risks Relating to Our Business—We may have exposure to greater-than-anticipated tax liabilities.” Many countries have enacted legislation and adopted policies to implement the global minimum tax resulting from the Organisation for Economic Co-operation and Development’s Base Erosion and Profit Shifting project. Significant details and guidance around the global minimum tax provisions are still pending.
See “Item 1A—Risk Factors—Risks Relating to Our Business—We may have exposure to greater-than-anticipated tax liabilities.” Many countries have enacted legislation and adopted policies to implement the global minimum tax resulting from the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project. Significant details and guidance around compliance with the global minimum tax are still pending.
Liquidity Restrictions Our liquidity is affected by restricted cash balances, which total ed $6.5 million and $7.5 million as of December 31, 2024 and 2023, respectively. Restricted cash consists of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.
Liquidity Restrictions Our liquidity is affected by restricted cash balances, which total ed $5.4 million and $6.5 million as of December 31, 2025 and 2024, respectively. Restricted cash consists of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.
During the second quarter of 2024, we entered into a loan modification, which extended the maturity of the loan to June 2029. The loan carries a variable interest rate, plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement (11.74% as of December 31, 2024).
During the second quarter of 2024, we entered into a loan modification, which extended the maturity of the loan to June 2029. The loan carries a variable interest rate, plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement (8.85% as of December 31, 2025).
Liquidity Requirements Our short-term liquidity requirements include: funding for debt service (including finance leases); operating lease obligations; payments of deferred compensation; working capital; operating expenses; capital expenditures; stock repurchases; and business development activities. Long-term liquidity requirements include: payments on long-term debt (including finance leases); operating lease obligations; payments of deferred compensation; stock repurchases; and payments of other third-party obligations.
Liquidity Requirements Our liquidity requirements include: funding for debt service (including finance leases); operating lease obligations; payments of deferred compensation; working capital; operating expenses; capital expenditures; stock repurchases; business development activities; and payments of other third-party obligations.
As a result, we face risks that are inherent in international operations, including: fluctuations in exchange rates, possible currency devaluations, inflation and hyper-inflation; price controls and foreign currency exchange restrictions; potential economic and political instability in the countries in which we operate; expropriation of assets by local governments; key political elections and changes in government policies; multiple and possibly overlapping and conflicting tax laws; and compliance with a wide variety of foreign laws.
As a result, we face risks that are inherent in international operations, including: fluctuations in exchange rates, possible currency devaluations, inflation and hyper-inflation; 32 price controls and foreign currency exchange restrictions; potential economic and political instability in both countries in which we operate; expropriation of assets by local governments; key political elections and changes in government policies; subsequent changes to laws and regulatory regimes; multiple and possibly overlapping and conflicting tax laws; and compliance with a wide variety of foreign laws.
As discussed in Note 9, Leases, in our consolidated financial statements included elsewhere in this Form 10-K, we have significant operating lease liabilities recorded related to our leased facilities, which will require future cash payments. As of December 31, 2024 and 2023, the present value of operating lease liabilities was $327.1 million and $417.6 million, respectively.
As discussed in Note 9, Leases, in our consolidated financial statements included elsewhere in this Form 10-K, we have significant operating lease liabilities recorded related to our leased facilities, which will require future cash payments. As of December 31, 2025 and 2024, the present value of operating lease liabilities was $387.8 million and $327.1 million, respectively.
We believe that our internal sources of cash and our ability to obtain additional third-party financing, subject to market conditions, will be sufficient to fund our investing activities. Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $71.9 million, $56.5 million and $53.1 million during 2024, 2023 and 2022, respectively.
We believe that our internal sources of cash and our ability to obtain additional third-party financing, subject to market conditions, will be sufficient to fund our investing activities. Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $103.0 million, $71.9 million and $56.5 million during 2025, 2024 and 2023, respectively.
Under the loan modification agreement, the current quarterly payments on the loan total MXN $4.3 million ($0.2 million at December 31, 2024) and increase over the remaining term of the loan to MXN $23.4 million ($1.2 million at December 31, 2024), with a balloon payment of MXN 170.0 million ($8.4 million at December 31, 2024) due at maturity.
Under the loan modification agreement, the current quarterly payments on the loan total MXN $4.3 million ($0.2 million at December 31, 2025) and increase over the remaining term of the loan to MXN $23.4 million ($1.3 million at December 31, 2025), with a balloon payment of MXN 170.0 million ($9.5 million at December 31, 2025) due at maturity.
If our educational institutions within one country were unable to maintain sufficient liquidity, we would consider using internal cash resources or reasonable short-term working capital facilities to accommodate any short- to medium-term shortfalls. As of December 31, 2024, our cash and cash equivalents were $91.4 million. Our cash accounts are maintained with high-quality financial institutions.
If our educational 41 institutions within one country were unable to maintain sufficient liquidity, we would consider using internal cash resources or reasonable short-term working capital facilities to accommodate any short- to medium-term shortfalls. As of December 31, 2025, our cash and cash equivalents were $146.7 million. Our cash accounts are maintained with high-quality financial institutions.
Our institutions in Peru are generally out of 35 session in January, February and July, while institutions in Mexico are generally out of session in May through July. Revenues are recognized when classes are in session. Principal Components of Income Statement Revenues The majority of our revenue is derived from tuition and educational services.
Our institutions in Peru are generally out of session in January, February and July, while institutions in Mexico are generally out of session in May through July. Revenues are recognized when classes are in session. Principal Components of Income Statement Revenues The majority of our revenue is derived from tuition revenue from enrolled students.
These increases in non-operating income were partially offset by a loss on disposal of subsidiaries for 2024 compared to a gain for 2023 for a change of $4.9 million, primarily attributable to the release of accumulated foreign currency translation balances upon the liquidation of certain subsidiaries.
Additionally, other income was higher by $1.5 million compared to 2023. These increases in non-operating income were partially offset by a loss on disposal of subsidiaries for 2024 compared to a gain for 2023 for a change of $4.9 million, primarily attributable to the release of accumulated foreign currency translation balances upon the liquidation of certain subsidiaries.
Comparison of Depreciation and Amortization for the Years Ended December 31, 2024 and 2023 Depreciation and amortization decreased by $1.4 million to $68.2 million for 2024 from $69.6 million for 2023, which was primarily driven by the effects of changes in foreign currency exchange rates compared to 2023. 40 Comparison of Depreciation and Amortization for the Years Ended December 31, 2023 and 2022 Depreciation and amortization increased by $10.5 million to $69.6 million for 2023 from $59.1 million for 2022.
Comparison of Depreciation and Amortization for the Years Ended December 31, 2024 and 2023 Depreciation and amortization decreased by $1.4 million to $68.2 million for 2024 from $69.6 million for 2023, which was primarily driven by the effects of changes in foreign currency exchange rates compared to 2023.
As of December 31, 2024 and 2023, the aggregate outstanding balances on our lines of credit were $30.0 million and $10.9 million, respectively. One of our subsidiaries in Mexico holds an unsecured term loan which was scheduled to mature in June 2024.
As of December 31, 2025 and 2024, the aggregate outstanding balances on our lines of credit were $43.3 million and $30.0 million, respectively. One of our subsidiaries in Mexico holds an unsecured term loan which was scheduled to mature in June 2024.
Actual results could differ from these estimates. Our significant accounting policies are discussed in Note 2, Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Form 10-K. Our critical accounting policies require the most significant judgments and estimates about the effect of matters that are inherently uncertain.
Our significant accounting policies are discussed in Note 2, Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Form 10-K. Our critical accounting policies require the most significant judgments and estimates about the effect of matters that are inherently uncertain.
Revenue Recognition Our revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues.
Revenue Recognition Our revenues primarily consist of tuition revenues from enrolled students. We also generate other revenues from student fees, short courses, and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues.
As of December 31, 2023, $82.7 million of our total $89.4 million of cash and cash equivalents were held by foreign subsidiaries. As part of our business strategies, we have determined that the undistributed historical earnings of our foreign operations for which we have not already recorded taxes will be deemed indefinitely reinvested outside of the United States.
As of December 31, 2024, $80.1 million of our total $91.4 million of cash and cash equivalents were held by foreign subsidiaries. As part of our business strategies, we have determined that the undistributed historical earnings of our foreign operations for which we have not already recorded taxes will be deemed indefinitely reinvested outside of the United States.
Comparison of Corporate Results for the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Adjusted EBITDA increased by $6.0 million, a 12% increase from 2022, mainly driven by a decrease in labor costs and other professional fees.
Comparison of Corporate Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Adjusted EBITDA increased by $5.4 million, a 12% increase from 2023, mainly driven by a decrease in labor costs and other professional fees.
Income tax expense dec reased by $18.6 million to $119.0 million for 2024 from $137.6 million for 2023.
Income tax expense decreased by $18.6 million to $119.0 million for 2024 from $137.6 million for 2023.
The Company’s repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act.
For countries that have enacted the global minimum tax, such taxes generally became effective for the Company beginning in 2024. Income tax expense could be adversely affected as the legislation becomes effective in countries in which we do business.
For countries that have enacted the global minimum tax, such taxes generally became effective for the Company beginning in 2024, with filing requirements expected to begin in 2026. Income tax expense could be adversely affected as the legislation becomes effective in countries in which we do business.
The following table summarizes our cash flows from operating, investing, and financing activities for each of the past three fiscal years: (in millions) 2024 2023 2022 Cash provided by (used in): Operating activities $ 232.7 $ 250.8 $ 178.2 Investing activities (57.5) (51.9) 30.3 Financing activities (166.9) (201.9) (461.6) Effects of exchange rate changes on cash (7.5) 6.6 1.2 Change in cash included in current assets held for sale 0.3 (0.5) — Net change in cash and cash equivalents and restricted cash $ 1.0 $ 3.1 $ (251.8) Comparison of Cash Flows for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Operating activities Cash provided by operating activities decreased by $18.1 million to $232.7 million for 2024, compared to $250.8 million for 2023.
The following table summarizes our cash flows from operating, investing, and financing activities for each of the past three fiscal years: (in millions) 2025 2024 2023 Cash provided by (used in): Operating activities $ 366.2 $ 232.7 $ 250.8 Investing activities (102.6) (57.5) (51.9) Financing activities (222.5) (166.9) (201.9) Effects of exchange rate changes on cash 12.9 (7.5) 6.6 Change in cash included in current assets held for sale 0.3 0.3 (0.5) Net change in cash and cash equivalents and restricted cash $ 54.2 $ 1.0 $ 3.1 Comparison of Cash Flows for the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Operating activities Cash provided by operating activities increased by $133.5 million to $366.2 million for 2025, compared to $232.7 million for 2024.
In addition to the Revolving Credit Facility, our subsidiaries had approximately $80.3 million of available borrowing capacity under lines of credit and short-term borrowing arrangements as of December 31, 2024.
In addition to the Revolving Credit Facility, our subsidiaries had approximately $64.7 million of available borrowing capacity under lines of credit and short-term borrowing arrangements as of December 31, 2025.
The Senior Secured Credit Facility, pursuant to the Third Amended and Restated Credit Agreement, dated as of October 7, 2019 (the “Credit Agreement”, as amended by the First Amendment, dated as of July 20, 2020, the Second Amendment, dated as of December 23, 2022, and, as further amended by the Third Amendment, dated as of September 18, 2023, the “ Amended Credit Agreement ”), provided for borrowings of $145.0 million of revolving credit loans, which matured on October 7, 2024 (the “ Series 2024 Tranche ” ) and $155.0 million of revolving credit loans maturing in September 2028 (the "Series 2028 Tranche") for a $300.0 million aggregate revolving credit facility (the “ Revolving Credit Facility ”) .
The Senior Secured Credit Facility, pursuant to the Third Amended and Restated Credit Agreement, dated as of October 7, 2019 (the “Credit Agreement”, as amended by the First Amendment, dated as of July 20, 2020, the Second Amendment, dated as of December 23, 2022, and, as further amended by the Third Amendment, dated as of September 18, 2023, the “ Amended Credit Agreement ”), provides for borrowings of $155.0 million of revolving credit loans maturing in September 2028 (the “ Revolving Credit Facility ”) .
Summary Comparison of Consolidated Results Comparison of Consolidated Results for the Years Ended December 31, 2024, 2023 and 2022 % Change Better/(Worse) (in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenues $ 1,566.6 $ 1,484.3 $ 1,242.3 6 % 19 % Direct costs 1,146.9 1,089.8 907.4 (5) % (20) % General and administrative expenses 45.8 52.6 64.8 13 % 19 % Loss on impairment of assets — 3.1 0.1 100 % nm Operating income 374.0 338.8 270.0 10 % 25 % Interest expense, net of interest income (10.0) (11.9) (8.9) 16 % (34) % Other non-operating income (expense) 50.5 (72.5) (15.3) 170 % nm Income from continuing operations before income taxes and equity in net income of affiliates 414.5 254.5 245.9 63 % 3 % Income tax expense (119.0) (137.6) (185.4) 14 % 26 % Equity in net income of affiliates, net of tax 0.2 0.2 0.3 — % (33) % Income from continuing operations 295.7 117.0 60.7 153 % 93 % Income (loss) from discontinued operations, net of tax 0.7 (9.8) 8.3 107 % nm Net income 296.4 107.3 69.0 176 % 56 % Net loss attributable to noncontrolling interests 0.1 0.3 0.6 67 % 50 % Net income attributable to Laureate Education, Inc. $ 296.5 $ 107.6 $ 69.6 176 % 55 % nm - percentage changes not meaningful 37 Comparison of Consolidated Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Revenues increased by $82.3 million to $1,566.6 million for 2024 from $1,484.3 million for 2023.
Summary Comparison of Consolidated Results Comparison of Consolidated Results for the Years Ended December 31, 2025, 2024 and 2023 % Change Better/(Worse) (in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenues $ 1,701.9 $ 1,566.6 $ 1,484.3 9 % 6 % Direct costs 1,219.8 1,146.9 1,089.8 (6) % (5) % General and administrative expenses 51.1 45.8 52.6 (12) % 13 % Loss on impairment of assets — — 3.1 nm 100 % Operating income 431.1 374.0 338.8 15 % 10 % Interest expense, net of interest income (3.6) (10.0) (11.9) 64 % 16 % Other non-operating (expense) income (26.6) 50.5 (72.5) (153) % 170 % Income from continuing operations before income taxes and equity in net income of affiliates 400.9 414.5 254.5 (3) % 63 % Income tax expense (117.3) (119.0) (137.6) 1 % 14 % Equity in net income of affiliates, net of tax 0.2 0.2 0.2 — % — % Income from continuing operations 283.8 295.7 117.0 (4) % 153 % (Loss) income from discontinued operations, net of tax — 0.7 (9.8) (100) % 107 % Net income 283.8 296.4 107.3 (4) % 176 % Net (income) loss attributable to noncontrolling interests (2.2) 0.1 0.3 nm 67 % Net income attributable to Laureate Education, Inc. $ 281.6 $ 296.5 $ 107.6 (5) % 176 % nm - percentage changes not meaningful Comparison of Consolidated Results for the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Revenues increased by $135.3 million to $1,701.9 million for 2025 from $1,566.6 million for 2024.
Indefinite Reinvestment of Foreign Earnings We earn a significant portion of our income from subsidiaries located in countries outside the United States. As of December 31, 2024, $80.1 million of our total $91.4 million of cash and cash equivalents were held by foreign subsidiaries.
Indefinite Reinvestment of Historical Foreign Earnings We earn a significant portion of our income from subsidiaries located in countries outside the United States. As of December 31, 2025, $130.4 million of our total $146.7 million of cash and cash equivalents were held by foreign subsidiaries.
Based on the operating leases outstanding at December 31, 2024, $86.5 million of minimum lease payments will be required during 2025. In addition, we had finance lease obligations and sale-leaseback financings of $48.4 million and $57.6 million as of December 31, 2024 and 2023, respectively. Capital Expenditures Capital expenditures primarily consist of purchases of property and equipment.
Based on the operating leases outstanding at December 31, 2025, $98.8 million of minimum lease payments will be required during 2026. In addition, we had finance lease obligations of $63.5 million and $48.4 million as of December 31, 2025 and 2024, respectively. Capital Expenditures Capital expenditures primarily consist of purchases of property and equipment.
As of December 31, 2023, there was a $59.0 million balance outstanding under our Senior Secured Credit Facility. 45 Other Debt Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, the significant components of which are described below.
Senior Secured Credit Facility As of December 31, 2025 and 2024, there was no balance outstanding under our Senior Secured Credit Facility. 42 Other Debt Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, the significant components of which are described below.
Operating results for Corporate for the years ended December 31, 2024, 2023 and 2022 were as follows: % Change Better/(Worse) (in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenues $ 0.2 $ — $ 4.1 nm (100) % Expenses 40.0 45.2 55.3 12 % 18 % Adjusted EBITDA $ (39.8) $ (45.2) $ (51.2) 12 % 12 % nm - percentage change not meaningful Comparison of Corporate Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Adjusted EBITDA increased by $5.4 million, a 12% increase from 2023, mainly driven by a decrease in labor costs and other professional fees.
Operating results for Corporate for the years ended December 31, 2025, 2024 and 2023 were as follows: % Change Better/(Worse) (in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenues $ 0.1 $ 0.2 $ — (50) % nm Expenses 39.2 40.0 45.2 2 % 12 % Adjusted EBITDA $ (39.1) $ (39.8) $ (45.2) 2 % 12 % nm - percentage change not meaningful Comparison of Corporate Results for the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Adjusted EBITDA increased by $0.7 million, a 2% increase from 2024, mainly driven by a decrease in operating expenses.
These increases in investing cash outflows were partially offset by higher cash proceeds from the sale of property and equipment of $17.7 million, which was primarily related to the sale of certain real estate in the United States and Mexico during 2024. 47 Financing activities Cash used in financing activities decreased by $35.0 million to $(166.9) million for 2024 from $(201.9) million for 2023.
These increases in investing cash outflows were partially offset by higher cash proceeds from the sale of property and equipment of $17.7 million, which was primarily related to the sale of certain real estate in the United States and Mexico during 2024.
This change in other non-operating income was attributable to a gain on foreign currency exchange for 2024 compared to a loss for 2023 for a change of $126.4 million, mainly related to intercompany loan arrangements. Additionally, other income was higher by $1.5 million compared to 2023.
Other non-operating income (expense) changed by $123.0 million to an income of $50.5 million for 2024 from an expense of $(72.5) million for 2023. This change in other non-operating income was attributable to a gain on foreign currency exchange for 2024 compared to a loss for 2023 for a change of $126.4 million, mainly related to intercompany loan arrangements.
Adjusted EBITDA increased by $53.6 million, a 43% increase from 2022, mainly driven by higher revenues, partially offset by higher costs associated with return-to-campus expenses. 42 Peru Financial Overview Comparison of Peru Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 (in millions) Revenues Direct Costs Adjusted EBITDA December 31, 2023 $ 701.7 $ 414.8 $ 286.9 Organic enrollment (1) 13.8 Product mix, pricing and timing (1) 12.5 Organic constant currency 26.3 28.1 (1.8) Foreign exchange (2.8) (1.1) (1.7) December 31, 2024 $ 725.2 $ 441.8 $ 283.4 (1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.
Adjusted EBITDA increased by $45.2 million, a 16% increase from 2024. • On an organic constant currency basis, Adjusted EBITDA increased by 9% compared to 2024, primarily driven by higher revenues. 40 Comparison of Peru Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 (in millions) Revenues Direct Costs Adjusted EBITDA December 31, 2023 $ 701.7 $ 414.8 $ 286.9 Organic enrollment (1) 13.8 Product mix, pricing and timing (1) 12.5 Organic constant currency 26.3 28.1 (1.8) Foreign exchange (2.8) (1.1) (1.7) December 31, 2024 $ 725.2 $ 441.8 $ 283.4 (1) Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.
Interest expense, net of interest income decreased by $1.9 million to $10.0 million for 2024 from $11.9 million for 2023. The decrease in interest expense was primarily attributable to lower average debt balances compared to 2023. Other non-operating income (expense) changed by $123.0 million to income of $50.5 million for 2024 from expense of $(72.5) million for 2023.
Interest expense, net of interest income decreased by $6.4 million to $3.6 million for 2025 from $10.0 million for 2024. The decrease in interest expense was primarily attributable to lower average debt balances compared to 2024. Other non-operating (expense) income changed by $77.1 million to an expense of $(26.6) million for 2025 from income of $50.5 million for 2024.
As of December 31, 2024 and 2023, the outstanding balance of this loan was $20.8 million and $29.5 million, respectively.
As of December 31, 2025 and 2024, the outstanding balance of this loan was $22.3 million and $20.8 million, respectively.
These decreases in financing cash outflows were partially offset by payments for common stock repurchases of $102.1 million during 2024. Other items accounted for the remaining difference of $3.0 million.
Additionally, net payments of long-term debt during 2024 as compared to 2023 were lower by $29.3 million. These decreases in financing cash outflows were partially offset by payments for common stock repurchases of $102.1 million during 2024. Other items accounted for the remaining difference of $3.0 million.
We will continue to monitor pending legislation and implementation by individual countries in which we operate, and we do not expect the global minimum tax provisions to have a material impact on our results of operations, financial position or cash flows.
We continue to monitor pending legislation and implementation by individual countries in which we operate, and we do not expect the global minimum tax provisions to have a material impact on our results of operations, financial position or cash flows. 34 Results of Operations The following discussion of the results of our operations is organized as follows: • Summary Comparison of Consolidated Results; • Non-GAAP Financial Measure; and • Segment Results.
The following tables, derived from our consolidated financial statements included elsewhere in this Form 10-K, present selected financial information of our reportable segments: (in millions) % Change Better/(Worse) For the year ended December 31, 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenues: Mexico $ 841.2 $ 782.6 $ 613.9 7 % 27 % Peru 725.2 701.7 624.2 3 % 12 % Corporate 0.2 — 4.1 nm (100) % Consolidated Total Revenues $ 1,566.6 $ 1,484.3 $ 1,242.3 6 % 19 % Adjusted EBITDA: Mexico $ 206.5 $ 177.0 $ 123.4 17 % 43 % Peru 283.4 286.9 266.7 (1) % 8 % Corporate (39.8) (45.2) (51.2) 12 % 12 % Consolidated Total Adjusted EBITDA $ 450.1 $ 418.6 $ 338.9 8 % 24 % nm - percentage change not meaningful Mexico Financial Overview 41 Comparison of Mexico Results for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 (in millions) Revenues Direct Costs Adjusted EBITDA December 31, 2023 $ 782.6 $ 605.6 $ 177.0 Organic enrollment (1) 59.8 Product mix, pricing and timing (1) 22.3 Organic constant currency 82.1 48.3 33.8 Foreign exchange (23.5) (19.2) (4.3) December 31, 2024 $ 841.2 $ 634.7 $ 206.5 (1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.
The following tables, derived from our consolidated financial statements included elsewhere in this Form 10-K, present selected financial information of our reportable segments: (in millions) % Change Better/(Worse) For the year ended December 31, 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenues: Mexico $ 877.4 $ 841.2 $ 782.6 4 % 7 % Peru 824.4 725.2 701.7 14 % 3 % Corporate 0.1 0.2 — (50) % nm Consolidated Total Revenues $ 1,701.9 $ 1,566.6 $ 1,484.3 9 % 6 % Adjusted EBITDA: Mexico $ 229.4 $ 206.5 $ 177.0 11 % 17 % Peru 328.6 283.4 286.9 16 % (1) % Corporate (39.1) (39.8) (45.2) 2 % 12 % Consolidated Total Adjusted EBITDA $ 518.9 $ 450.1 $ 418.6 15 % 8 % nm - percentage change not meaningful 38 Mexico Financial Overview Comparison of Mexico Results for the Year Ended December 31, 2025 to the Year Ended December 31, 2024 (in millions) Revenues Direct Costs Adjusted EBITDA December 31, 2024 $ 841.2 $ 634.7 $ 206.5 Organic enrollment (1) 49.6 Product mix, pricing and timing (1) 29.5 Organic constant currency 79.1 44.6 34.5 Foreign exchange (42.9) (31.3) (11.6) December 31, 2025 $ 877.4 $ 648.0 $ 229.4 (1) Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.
For purposes of the following comparison of results discussion, “ segment direct costs ” represent direct costs incurred by the segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets, share-based compensation expense and EiP implementation expenses have been excluded. Organic enrollment is based on average total enrollment for the period.
Segment Results We have two reportable segments: Mexico and Peru, as discussed in Overview. For purposes of the following comparison of results discussion, “ segment direct costs ” represent direct costs incurred by the segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets and share-based compensation expense have been excluded.
These increases in revenues were partially offset by other Corporate and Eliminations changes, which accounted for a decrease in revenues of $4.1 million. Direct costs and general and administrative expenses combined increased by $170.2 million to $1,142.4 million for 2023 from $972.2 million for 2022.
These increases were partially offset by changes in Other Corporate and Eliminations which accounted for a decrease in revenues of $0.1 million. Direct costs and general and administrative expenses combined increased by $78.2 million to $1,270.9 million for 2025 from $1,192.7 million for 2024.
Direct Costs Our direct costs include labor and operating costs associated with the delivery of services to our students, including the cost of wages, payroll taxes and benefits, depreciation and amortization, rent, utilities, bad debt expenses, and marketing and promotional costs to grow future enrollments.
We proactively seek the best price and content combinations to remain competitive in all the markets in which we operate. 33 Direct Costs Our direct costs include labor and operating costs associated with the delivery of services to our students, including the cost of wages, payroll taxes and benefits, depreciation and amortization, rent, utilities, bad debt expenses, and marketing and promotional costs to grow future enrollments.
Its departments are responsible for establishing operational policies and internal control standards, implementing strategic initiatives, and monitoring compliance with policies and controls throughout our operations. Our Corporate segment provides financial, human resource, information techn olog y, insurance, le gal an d tax compliance services. The Corporate segment also contains the eliminations of inter-segment revenues and expenses.
Corporate is a non-operating business unit whose purpose is to support operations. Its departments are responsible for establishing operational policies and internal control standards, implementing strategic initiatives, and monitoring compliance with policies and controls throughout our operations. Our Corporate segment provides financial, human resource, information techn olog y, insurance, le gal an d tax compliance services.
Other items accounted for the remaining difference of $1.2 million. Critical Accounting Policies and Estimates The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities.
Critical Accounting Policies and Estimates The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
These increases in revenues were partially offset by the effect of a net change in foreign currency exchange rates, which decreased revenues by $26.3 million, mainly driven by the weakening of the Mexican peso against the USD compared to 2023. Other Corporate and Eliminations changes accounted for an increase in revenues of $0.2 million.
In addition, the effect of changes in product mix, pricing and timing increased revenues by $34.8 million compared to 2023. These increases in revenues were partially offset by the effect of a net change in foreign currency exchange rates, which decreased revenues by $26.3 million, mainly driven by the weakening of the Mexican peso against the USD compared to 2023.
Revenues increased by $23.5 million, a 3% increase from 2023. • Organic enrollment increased during 2024 by 2%, increasing revenues by $13.8 million. • Revenues from our Peru segment represented 46% of our consolidated total revenues for 2024 compared to 47% for 2023.
Revenues increased by $23.5 million, a 3% increase from 2023. • On an organic constant currency basis, revenue increased by 4% compared to 2023. • Revenues from our Peru segment represented 46% of our consolidated total revenues for 2024 compared to 47% for 2023.
The 27% increase in capital expenditures for 2024 compared to 2023 was primarily due to the purchase of a parcel of land and a new campus construction project that began in 2024, combined with higher spending in Mexico for campus consolidation related to the implementation of a real estate optimization plan.
The 27% increase in capital expenditures for 2024 compared to 2023 was primarily due to the purchase of a parcel of land and a new campus construction project that began in 2024, combined with higher spending in Mexico for campus consolidation related to the implementation of a real estate optimization plan. 43 Stock Repurchase Program On September 13, 2024, the Company announced that its Board of Directors had approved a new stock repurchase program to acquire up to $100 million of the Company’s common stock .
This increase was attributable to higher average total organic enrollment at our institutions, which increased revenues by $73.6 million compared to 2023. In addition, the effect of changes in tuition rates and enrollments in programs at varying price points (“product mix”), pricing and timing increased revenues by $34.8 million compared to 2023.
The increase was attributable to: (1) higher average total organic enrollment at our institutions, which increased revenues by $92.4 million compared to 2024; (2) the effect of changes in tuition rates and enrollments in programs at varying price points (“product mix”), pricing and timing, which increased revenues by $40.5 million compared to 2024; and (3) the net effect of changes in foreign currency exchange rates, which increased revenues by $2.5 million.
Given the maturity date of the Series 2024 Tranche, as of December 31, 2024, the borrowing capacity of the Revolving Credit Facility was $155.0 million. As a subfacility under the Revolving Credit Facility, the Amended Credit Agreement provides for letter of credit commitments in the aggregate amount of $10.0 million.
As a subfacility under the Revolving Credit Facility, the Amended Credit Agreement provides for letter of credit commitments in the aggregate amount of $10.0 million.
Comparison of Cash Flows for the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Operating activities Cash provided by operating activities increased by $72.6 million to $250.8 million for 2023, compared to $178.2 million for 2022.
Comparison of Cash Flows for the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Operating activities Cash provided by operating activities decreased by $18.1 million to $232.7 million for 2024, compared to $250.8 million for 2023.
The private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 30 campuses.
The private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities.
The following information for our reportable segments is presented as of December 31, 2024: Institutions Enrollment 2024 Revenues (in millions) (1) % Contribution to 2024 YTD Revenues Mexico 2 258,500 $ 841.2 54 % Peru 3 213,500 725.2 46 % Total (1) 5 472,000 $ 1,566.6 100 % (1) Amounts related to Corporate totaled $0.2 million and are not separately presented.
The following information for our reportable segments is presented as of December 31, 2025: Institutions Enrollment 2025 Revenues (in millions) (1) % Contribution to 2025 YTD Revenues Mexico 2 269,400 $ 877.4 52 % Peru 3 228,300 824.4 48 % Total (1) 5 497,700 $ 1,701.9 100 % (1) Amounts related to Corporate totaled $0.1 million and are not separately presented.
This decrease in financing cash outflows was primarily attributable to lower payments of special dividends and distributions of $110.8 million, from $112.5 million in 2023 to $1.7 million in 2024. Additionally, net payments of long-term debt during 2024 as compared to 2023 were lower by $29.3 million.
Financing activities Cash used in financing activities decreased by $35.0 million to $(166.9) million for 2024 from $(201.9) million for 2023. This decrease in financing cash outflows was primarily attributable to lower payments of special dividends and distributions of $110.8 million, from $112.5 million in 2023 to $1.7 million in 2024.
Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries. Regulatory Environment and Other Matters Our business is subject to varying laws and regulations based on the requirements of local jurisdictions. These laws and regulations are subject to updates and changes.
Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries.
Non-GAAP Financial Measure We define Adjusted EBITDA as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income, and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to our Excellence-in-Process (EiP) initiative.
This change was primarily attributable to the year-over-year effect of a reserve recorded in 2023 related to an indemnification claim received, as well as changes in estimates during 2023 regarding the realizability of certain receivables from previous divestitures. 36 Non-GAAP Financial Measure We define Adjusted EBITDA as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income, and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense and loss on impairment of assets.
This increase was partially offset by the effect of a net change in foreign currency exchange rates which decreased costs by $21.4 million. Additionally, other Corporate expenses decreased by $5.2 million. Operating income increased by $35.2 million to $374.0 million for 2024 from $338.8 million for 2023.
Additionally, other Corporate expenses decreased by $5.2 million. Operating income increased by $35.2 million to $374.0 million for 2024 from $338.8 million for 2023. This increase was a result of higher operating income at our Mexico segment, combined with lower operating costs at Corporate.
Students in our Mexican institutions typically finance their own education. • In Peru, private universities are increasingly providing the capacity to meet growing demand and constitute approximately 76% of the total higher-education market. Laureate owns three institutions in Peru, with a footprint of 19 campuses. Corporate is a non-operating business unit whose purpose is to support operations.
Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 30 campuses. • In Peru, private universities are increasingly providing the capacity to meet growing demand and constitute approximately 76% of the total higher-education market. Laureate owns three institutions in Peru, with a footprint of 20 campuses.
Debt As of December 31, 2024, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $53.8 million. In addition, our finance lease obligations and sale-leaseback financings were $48.4 million. Senior Secured Credit Facility As of December 31, 2024, there was no balance outstanding under our Senior Secured Credit Facility.
Debt As of December 31, 2025, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $65.6 million. In addition, our finance lease obligations were $63.5 million.
Direct costs and general and administrative expenses combined increased by $50.3 million to $1,192.7 million for 2024 from $1,142.4 million for 2023. This increase in direct costs was driven by the effect of operational changes, which increased direct costs by $76.9 million compared to 2023, mostly attributable to the effect of higher enrollments at our institutions.
This increase in direct costs was driven by the effect of operational changes, which increased direct costs by $76.9 million compared to 2023, mostly attributable to the effect of higher enrollments at our institutions. This increase was partially offset by the effect of a net change in foreign currency exchange rates which decreased costs by $21.4 million.
As of December 31, 2024, the approximate dollar value of shares yet to be purchased under this stock repurchase program was $98.0 million. The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility.
The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility.
Comparison of Mexico Results for the Year Ended December 31, 2023 to the Year Ended December 31, 2022 (in millions) Revenues Direct Costs Adjusted EBITDA December 31, 2022 $ 613.9 $ 490.5 $ 123.4 Organic enrollment (1) 52.2 Product mix, pricing and timing (1) 24.9 Organic constant currency 77.1 44.5 32.6 Foreign exchange 91.6 71.0 20.6 Other (2) — (0.4) 0.4 December 31, 2023 $ 782.6 $ 605.6 $ 177.0 (1) Organic enrollment and Product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.
Peru Financial Overview Comparison of Peru Results for the Year Ended December 31, 2025 to the Year Ended December 31, 2024 (in millions) Revenues Direct Costs Adjusted EBITDA December 31, 2024 $ 725.2 $ 441.8 $ 283.4 Organic enrollment (1) 42.8 Product mix, pricing and timing (1) 11.0 Organic constant currency 53.8 28.6 25.2 Foreign exchange 45.4 25.4 20.0 December 31, 2025 $ 824.4 $ 495.8 $ 328.6 (1) Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.
Adjusted EBITDA decreased by $3.5 million, a 1% decrease from 2023, primarily due to higher marketing and bad debt expenses.
Adjusted EBITDA decreased by $3.5 million, a 1% decrease from 2023. • On an organic constant currency basis, Adjusted EBITDA decreased by 1% compared to 2023, primarily due to higher marketing and bad debt expenses. C orporate Corporate revenues primarily represent miscellaneous other revenues, net of the elimination of intersegment revenues.
The increase in interest expense was primarily attributable to higher average debt balances compared to 2022. Other non-operating expense increased by $57.2 million to $72.5 million for 2023 from $15.3 million for 2022. This increase was attributable to a higher loss on foreign currency exchange of $58.3 million compared to 2022, mainly related to intercompany loan arrangements.
This change in other non-operating (expense) income was primarily attributable to a loss on foreign currency exchange for 2025 compared to a gain for 2024 for a change of $85.2 million, mainly related to intercompany loan arrangements.

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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 changeInterest Rate Risk We are subject to risk from fluctuations in interest rates, primarily relating to our Senior Secured Credit Facility and certain local debt, which bear interest at variable rates.
Biggest changeInterest Rate Risk We are subject to risk from fluctuations in interest rates, primarily relating to our Senior Secured Credit Facility and certain local debt, which bear interest at variable rates. As of December 31, 2025, there was no outstanding balance under our Senior Secured Credit Facility.
Based on our outstanding variable-rate debt as of December 31, 2024, an increase of 100 basis points in our weighted-average interest rate would result in an increase in interest expense of $0.2 million on an annual basis. 51 Foreign Currency Exchange Risk We use the USD as our reporting currency.
Based on our outstanding variable-rate debt as of December 31, 2025, an increase of 100 basis points in our weighted-average interest rate would result in an increase in interest expense of $0.2 million on an annual basis. 48 Foreign Currency Exchange Risk We use the USD as our reporting currency.
We derived substantially all of our revenues outside of the United States for the year ended December 31, 2024. Our business is transacted through a network of international and domestic subsidiaries, generally in the local currency, considered the functional currency for that subsidiary.
We derived substantially all of our revenues outside of the United States for the year ended December 31, 2025. Our business is transacted through international and domestic subsidiaries, generally in the local currency, which is considered the functional currency for that subsidiary.
For the year ended December 31, 2024, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased Revenues, Operating income and Adjusted EBITDA by approximately $156.6 million, $43.6 million and $50.4 million, respectively. We monitor the impact of foreign currency movements related to differences between our subsidiaries' local currencies and the USD. 52
For the year ended December 31, 2025, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased Revenues, Operating income and Adjusted EBITDA by approximately $170.2 million, $49.7 million and $57.3 million, respectively. We monitor the impact of foreign currency movements related to differences between our subsidiaries' local currencies and the USD. 49

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