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LAUREATE EDUCATION, INC.

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

LAUR$33.59+0.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements (Unaudited)

Consolidated Statements of Operations - Three months ended September 30, 2026 and September 30, 20252
Consolidated Statements of Operations - Nine months ended September 30, 2026 and September 30, 20253
Consolidated Statements of Comprehensive Income - Three months ended September 30, 2026 and September 30, 20254
Consolidated Statements of Comprehensive Income - Nine months ended September 30, 2026 and September 30, 20255
Consolidated Balance Sheets - September 30, 2026 and December 31, 20256
Consolidated Statements of Cash Flows - Nine months ended September 30, 2026 and September 30, 20258
Notes to Consolidated Financial Statements9
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk40
Item 4.Controls and Procedures40
PART II. - OTHER INFORMATION
Item 1.Legal Proceedings41
Item 1A.Risk Factors41
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds41
Item 5.Other Information41
Item 6.Exhibits42
SIGNATURES43

PART I - FINANCIAL INFORMATION

Consolidated Statements of Operations

For the three months ended September 30,20262025
(Unaudited)(Unaudited)
Revenues$485,085$400,224
Costs and expenses:
Direct costs353,400316,538
General and administrative expenses12,56512,218
Operating income119,12071,468
Interest income2,2922,136
Interest expense(4,836)(2,605)
Other (expense) income, net(69)171
Foreign currency exchange gain (loss), net4,711(2,347)
Income from continuing operations before income taxes121,21868,823
Income tax expense(20,002)(34,450)
Income from continuing operations101,21634,373
Income from discontinued operations, net of tax of $0 for both periods—6
Net income101,21634,379
Net loss attributable to noncontrolling interests—108
Net income attributable to Laureate Education, Inc.$101,216$34,487
Basic earnings per share:
Income from continuing operations$0.74$0.23
Income from discontinued operations——
Basic earnings per share$0.74$0.23
Diluted earnings per share:
Income from continuing operations$0.73$0.23
Income from discontinued operations——
Diluted earnings per share$0.73$0.23

Consolidated Statements of Operations

For the nine months ended September 30,20262025
(Unaudited)(Unaudited)
Revenues$1,373,560$1,160,542
Costs and expenses:
Direct costs1,020,602872,252
General and administrative expenses37,94336,676
Operating income315,015251,614
Interest income5,7305,024
Interest expense(12,143)(8,116)
Other income, net392960
Foreign currency exchange gain (loss), net3,689(31,122)
Income from continuing operations before income taxes and equity in net income of affiliates312,683218,360
Income tax expense(95,958)(106,326)
Equity in net income of affiliates, net of tax—3
Income from continuing operations216,725112,037
Income from discontinued operations, net of tax of $0 for both periods—215
Net income216,725112,252
Net income attributable to noncontrolling interests—(2,178)
Net income attributable to Laureate Education, Inc.$216,725$110,074
Basic earnings per share:
Income from continuing operations$1.55$0.74
Income from discontinued operations——
Basic earnings per share$1.55$0.74
Diluted earnings per share:
Income from continuing operations$1.54$0.74
Income from discontinued operations——
Diluted earnings per share$1.54$0.74

Consolidated Statements of Comprehensive Income

For the three months ended September 30,20262025
(Unaudited)(Unaudited)
Net income$101,216$34,379
Other comprehensive income:
Foreign currency translation adjustment, net of tax of $0 for both periods(10,561)28,619
Total other comprehensive (loss) income(10,561)28,619
Comprehensive income90,65562,998
Net comprehensive (income) loss attributable to noncontrolling interests(4)109
Comprehensive income attributable to Laureate Education, Inc.$90,651$63,107

Consolidated Statements of Comprehensive Income

For the nine months ended September 30,20262025
(Unaudited)(Unaudited)
Net income$216,725$112,252
Other comprehensive income:
Foreign currency translation adjustment, net of tax of $0 for both periods4,816111,316
Minimum pension liability adjustment, net of tax of $0 for both periods48—
Total other comprehensive income4,864111,316
Comprehensive income221,589223,568
Net comprehensive income attributable to noncontrolling interests(4)(2,174)
Comprehensive income attributable to Laureate Education, Inc.$221,585$221,394

Consolidated Balance Sheets

September 30,2026December 31,2025
Assets · (Unaudited)
Current assets:
Cash and cash equivalents$189,904$146,703
Restricted cash4,1295,372
Receivables:
Accounts and notes receivable242,947244,070
Other receivables2,52315,735
Allowance for doubtful accounts(127,781)(125,056)
Receivables, net117,689134,749
Income tax receivable5,5602,568
Prepaid expenses and other current assets30,19528,956
Total current assets347,477318,348
Property and equipment:
Land161,322162,595
Buildings416,284397,102
Furniture, equipment and software621,778596,546
Leasehold improvements165,679159,875
Construction in-progress45,70626,704
Accumulated depreciation and amortization(752,818)(714,206)
Property and equipment, net657,951628,616
Operating lease right-of-use assets, net532,815335,626
Goodwill641,519637,300
Tradenames, net166,700166,195
Deferred costs, net5,1434,537
Deferred income taxes79,05072,159
Other assets46,13441,888
Long-term assets held for sale8131,681
Total assets$2,477,602$2,206,350

Consolidated Balance Sheets (continued)

September 30,2026December 31,2025
Liabilities and stockholders' equity · (Unaudited)
Current liabilities:
Accounts payable$55,105$57,126
Accrued expenses95,48272,669
Accrued compensation and benefits107,585112,591
Deferred revenue and student deposits110,16180,161
Current portion of operating leases49,18655,971
Current portion of long-term debt and finance leases18,03054,585
Income taxes payable19,49013,225
Other current liabilities34,31326,579
Total current liabilities489,352472,907
Long-term operating leases, less current portion530,707331,792
Long-term debt and finance leases, less current portion184,67173,123
Deferred compensation6,2757,482
Income taxes payable49,57378,979
Deferred income taxes15,71915,590
Other long-term liabilities41,05937,717
Total liabilities1,317,3561,017,590
Redeemable equity6991,398
Stockholders' equity:
Preferred stock, par value $0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of September 30, 2026 and December 31, 2025——
Common stock, par value $0.004 per share – 700,000 shares authorized, 135,746 shares issued and outstanding as of September 30, 2026 and 142,940 shares issued and outstanding as of December 31, 2025543572
Additional paid-in capital1,027,0571,075,460
Retained earnings431,106416,889
Accumulated other comprehensive loss(299,159)(304,984)
Total Laureate Education, Inc. stockholders' equity1,159,5471,187,937
Noncontrolling interests—(575)
Total stockholders' equity1,159,5471,187,362
Total liabilities and stockholders' equity$2,477,602$2,206,350

Consolidated Statements of Cash Flows

For the nine months ended September 30,20262025
Cash flows from operating activities(Unaudited)(Unaudited)
Net income$216,725$112,252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization69,43653,333
Amortization of operating lease right-of-use assets25,25326,473
Gain on lease terminations and disposals of subsidiaries and property and equipment, net(1,178)(324)
Non-cash interest expense2,2471,139
Non-cash share-based compensation expense10,6119,709
Bad debt expense47,47340,478
Deferred income taxes(6,288)(39)
Unrealized foreign currency exchange loss(3,947)30,949
Other, net(7,800)(5,752)
Changes in operating assets and liabilities:
Receivables(30,087)(26,199)
Prepaid expenses and other assets(5,627)834
Accounts payable and accrued expenses16,47817,476
Income tax receivable/payable, net(26,435)5,210
Deferred revenue and other liabilities17,7787,271
Net cash provided by operating activities324,639272,810
Cash flows from investing activities
Purchase of property and equipment(63,445)(36,065)
Receipts from sales of property and equipment2,396248
Net receipts from sales of discontinued operations—108
Net cash used in investing activities(61,049)(35,709)
Cash flows from financing activities
Borrowings on debt264,54194,504
Payments on debt(221,944)(117,111)
Payments of dividend equivalent rights for vested share-based awards(115)(455)
Proceeds from exercise of stock options83128
Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options(4,603)(2,345)
Payments to repurchase common stock and excise tax payments(258,904)(71,591)
Payments of debt issuance costs(553)—
Net cash used in financing activities(221,495)(96,870)
Effects of exchange rate changes on Cash and cash equivalents and Restricted cash(137)8,095
Change in cash included in current assets held for sale—269
Net change in Cash and cash equivalents and Restricted cash41,958148,595
Cash and cash equivalents and Restricted cash at beginning of period152,07597,854
Cash and cash equivalents and Restricted cash at end of period$194,033$246,449

Laureate Education, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars and shares in thousands)

Note 1. Description of Business

Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through a portfolio of degree-granting higher education institutions in Mexico and Peru. Laureate's programs are provided through institutions that are campus-based and through electronically distributed educational programs (online). We are domiciled in Delaware as a public benefit corporation, a demonstration of our long-term commitment to our mission to benefit our students and society. The Company completed its initial public offering (IPO) on February 6, 2017, and its shares are listed on the Nasdaq Global Select Market under the symbol “LAUR.”

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, these financial statements include all adjustments considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with Laureate's audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the 2025 Form 10-K).

Note 2. Revenue

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. Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds and waivers. Laureate’s institutions have various billing and academic cycles.

We determine revenue recognition through the five-step model prescribed by ASC Topic 606, Revenue from Contracts with Customers, as follows:

Identification of the contract, or contracts, with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when, or as, we satisfy a performance obligation.

We assess collectability on a portfolio basis prior to recording revenue. If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal. Generally, our refund obligations are reduced over the course of the academic term. We record refunds as a reduction of deferred revenue, as applicable.

The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the three months ended September 30, 2026 and 2025:

Mexico · Peru · Corporate(1) · Total
Tuition and educational services$372,091$233,343$—$605,434125%
Other44,66828,323172,99215%
Gross revenue416,759261,6661678,426140%
Less: Discounts / waivers / scholarships(160,290)(33,051)—(193,341)(40)%
Total$256,469$228,615$1$485,085100%
Tuition and educational services$271,959$205,691$—$477,650119%
Other33,74822,4713956,25814%
Gross revenue305,707228,16239533,908133%
Less: Discounts / waivers / scholarships(110,867)(22,817)—(133,684)(33)%
Total$194,840$205,345$39$400,224100%

(1) Includes the elimination of inter-segment revenues.

The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the nine months ended September 30, 2026 and 2025:

Mexico · Peru · Corporate(1) · Total
Tuition and educational services$1,044,330$655,753$—$1,700,083124%
Other123,85073,61329197,49214%
Gross revenue1,168,180729,366291,897,575138%
Less: Discounts / waivers / scholarships(432,073)(91,942)—(524,015)(38)%
Total$736,107$637,424$29$1,373,560100%
Tuition and educational services$822,251$565,558$—$1,387,809120%
Other100,99955,920143157,06213%
Gross revenue923,250621,4781431,544,871133%
Less: Discounts / waivers / scholarships(321,786)(62,543)—(384,329)(33)%
Total$601,464$558,935$143$1,160,542100%

(1) Includes the elimination of inter-segment revenues.

Contract Balances

The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and Deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session.

All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets. Total accounts receivable from our contracts with students were $242,947 and $244,070 as of September 30, 2026 and December 31, 2025, respectively. Contract asset balances are primarily driven by enrollment cycles. The first and third calendar quarters generally coincide with the primary and secondary intakes for our larger institutions. All contract asset amounts are classified as current.

Contract liabilities in the amount of $110,161 and $80,161 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively. The increase in the contract liability balance during the period ended September 30, 2026 was the result of semester billings and cash payments received in advance of satisfying performance obligations, partially offset by revenue recognized during the period. Revenue recognized during the nine months ended September 30, 2026 that was included in the contract liability balance at the beginning of the year was approximately $68,500.

Note 3. Business and Geographic Segment Information

Laureate’s educational services are offered throughtwo reportable segments: Mexico and Peru. Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance. Laureate’s Chief Executive Officer is the chief operating decision maker.

Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings utilize campus-based, online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum. The Mexico and Peru markets are characterized by what we believe is a significant imbalance between supply and demand. The demand for higher education is large and growing and is fueled by several demographic and economic factors, including a growing middle class, global growth in services and technology-related industries and recognition of the significant personal and economic benefits gained by graduates of higher education institutions. The target demographics are primarily 18- to 24-year-olds in the countries in which we compete. We compete with other private higher education institutions on the basis of price, educational quality, reputation and location. We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our in-country networks. There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future. We expect competition to increase as the Mexican and Peruvian markets mature. Essentially all of our revenues were generated from private pay sources as there are no material government-sponsored loan programs in Mexico or Peru. Specifics related to both of our reportable segments are discussed below.

In Mexico, 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 ownstwo 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 in the higher-education market. Laureate owns three institutions in Peru, with a footprint of 16 campuses.

Inter-segment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items.

The chief operating decision maker uses Adjusted EBITDA to evaluate performance and to allocate resources for each segment in the annual budget and monthly forecasting process. Adjusted EBITDA is defined as Income from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Gain on disposal of subsidiaries, net, Foreign currency exchange gain (loss), net, Other (expense) income, net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, and Share-based compensation expense. The chief operating decision maker considers budget-to-actual variances for Adjusted EBITDA when making decisions about allocating resources to the segments.

Adjusted EBITDA is also a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. We use total assets as the measure of assets for reportable segments.

The following table presents a reconciliation of Adjusted EBITDA of our reportable segments to Income from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations:

For the three months ended · For the nine months ended
September 30,September 30,
2026202520262025
Adjusted EBITDA of reportable segments:
Mexico$62,053$25,712$174,118$136,087
Peru93,97978,065249,810206,457
Total Adjusted EBITDA of reportable segments156,032103,777423,928342,544
Reconciling items:
Corporate(9,201)(8,948)(28,866)(27,888)
Depreciation and amortization expense(23,839)(19,596)(69,436)(53,333)
Share-based compensation expense(3,872)(3,765)(10,611)(9,709)
Operating income119,12071,468315,015251,614
Interest income2,2922,1365,7305,024
Interest expense(4,836)(2,605)(12,143)(8,116)
Other (expense) income, net(69)171392960
Foreign currency gain (loss), net4,711(2,347)3,689(31,122)
Income from continuing operations before income taxes and equity in net income of affiliates$121,218$68,823$312,683$218,360

The following table presents significant segment expenses of our reportable segments:

For the three months ended · For the nine months ended
September 30,September 30,
2026202520262025
Mexico
Revenues$256,469$194,840$736,107$601,464
Less:
Labor costs89,24075,854266,382221,936
Lease and other facilities costs29,88327,02685,94975,225
Advertising costs24,33519,57959,64346,628
Other costs (1)50,95846,669150,015121,588
Adjusted EBITDA$62,053$25,712$174,118$136,087
Peru
Revenues$228,615$205,345$637,424$558,935
Less:
Labor costs78,04174,014229,625207,529
Lease and other facilities costs8,1578,38323,89324,261
Advertising costs14,59210,20142,94830,165
Other costs (1)33,84634,68291,14890,523
Adjusted EBITDA$93,979$78,065$249,810$206,457

(1) Other costs for each reportable segment include: professional services expense, technology expense, bad debt and other direct costs.

The following table presents other financial information of our reportable segments:

For the three months ended · For the nine months ended
September 30,September 30,
2026202520262025
Mexico
Depreciation and amortization expense$14,964$12,020$43,842$31,764
Expenditures for long-lived assets$13,435$12,121$32,890$20,521
Peru
Depreciation and amortization expense$8,853$7,403$25,562$21,045
Expenditures for long-lived assets$14,400$6,066$29,688$15,544

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

September 30, 2026December 31, 2025
Assets
Mexico$1,593,807$1,383,658
Peru756,981674,902
Corporate126,814147,790
Total assets$2,477,602$2,206,350

Note 4. Goodwill

The change in the net carrying amount of Goodwill from December 31, 2025 through September 30, 2026 was composed of the following items:

MexicoPeruTotal
Balance at December 31, 2025$557,241$80,059$637,300
Currency translation adjustments5,493(1,274)4,219
Balance at September 30, 2026$562,734$78,785$641,519

Note 5. Debt

Outstanding long-term debt was as follows:

September 30, 2026December 31, 2025
Senior long-term debt:
Senior Secured Credit Facility$35,000$—
Other debt:
Lines of credit1,17143,278
Note payable81,10022,313
Total senior and other debt117,27165,591
Finance lease obligations86,93363,463
Total long-term debt and finance leases204,204129,054
Less: total unamortized deferred financing costs1,5031,346
Less: current portion of long-term debt and finance leases18,03054,585
Long-term debt and finance leases, less current portion$184,671$73,123

Senior Secured Credit Facility

The Company maintains a revolving credit facility (the Revolving Credit Facility) under its credit agreement (the Amended Credit Agreement) that provides for $155,000 of revolving credit loans maturing September 18, 2028. The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.” As of September 30, 2026 and December 31, 2025, the Senior Secured Credit Facility had a total outstanding balance of $35,000 and $0, respectively.

Peru Term Loan

On June 30, 2026, a Laureate subsidiary in Peru, Universidad Privada del Norte (UPN), entered into an agreement to borrow PEN 205,000 (approximately $60,000 at the time of the loan). The loan bears interest at a fixed rate of 6.45% per annum and interest payments are due quarterly. Quarterly principal payments in the amount of PEN 10,250 ($3,001 at September 30, 2026) are payable beginning in October 2028 through the loan’s maturity date in July 2033. The terms of the loan specify that the proceeds may be used for financing or paying capital expenditures, as well as refinancing working capital lines of credit or other debt. In July 2026, UPN received the loan proceeds and used approximately $41,000 of the total proceeds to repay working capital lines of credit and expects to use the remaining loan proceeds to fund capital expenditures related to campus expansions. As collateral for the loan, UPN pledged assets atfour of its campus locations. As of September 30, 2026, this loan had a total outstanding balance of $60,012.

Estimated Fair Value of Debt

As of September 30, 2026 and December 31, 2025, the estimated fair value of our debt approximated its carrying value.

Certain Covenants

As of September 30, 2026, our Amended Credit Agreement contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. The Amended Credit Agreement provides, solely with respect to the Revolving Credit Facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, to exceed 3 as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter. The Amended Credit Agreement also provides that if less than 25% of the Revolving Credit Facility is utilized as of that date, then such financial covenant shall not apply. As of September 30, 2026, this condition was satisfied and, therefore, we were not subject to the leverage ratio covenant. In addition, indebtedness at some of our locations contains financial maintenance covenants. We were in compliance with these covenants as of September 30, 2026.

Note 6. Commitments and Contingencies

Contingencies

Laureate is subject to legal proceedings, claims, governmental audits, and other matters arising in the ordinary course of business. In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these matters. Management believes that any judgment or settlement of these matters would not have a material impact on Laureate’s financial position, results of operations, or cash flows.

Income Tax Contingencies

As of September 30, 2026 and December 31, 2025, Laureate had recorded cumulative liabilities for income tax contingencies of $49,573 and $78,979, respectively. The decrease was primarily attributable to a discrete tax benefit of approximately $25,400 that was recorded during the three months ended September 30, 2026 upon resolution of a legacy tax contingency.

Non-Income Tax Loss Contingencies

Laureate has accrued liabilities for certain civil actions against our institutions, a portion of which existed prior to our acquisition of these entities. Laureate intends to vigorously defend against these matters. As of September 30, 2026 and December 31, 2025, approximately $13,200 and $12,800, respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

We have also identified certain loss contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies could be up to approximately $18,900 if the outcomes were unfavorable.

Guarantees

Peru

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a tax assessment received related to tax audits of 2014 and 2015. During the second quarter of 2026, the Peruvian institution paid the related tax assessment and therefore the bank guarantee was released in the third quarter of 2026. As of September 30, 2026 and December 31, 2025, the total amount of the guarantee was approximately $0 and $8,100, respectively.

Mexico

Two of our Mexican institutions have issued bank guarantees in order to appeal assessments received related to tax audits of 2017. As of September 30, 2026 and December 31, 2025, the total amount of the first guarantee was approximately $13,000 and $12,500, respectively, and the total amount of the second guarantee was approximately $6,600 and $6,300, respectively.

Note 7. Stockholders’ Equity

The components of net changes in stockholders’ equity for the nine months ended September 30, 2026 are as follows:

Laureate Education, Inc. Stockholders
Common stock · Additional paid-in capital · Retained earnings · Accumulated other comprehensive loss · Non-controlling interests · Total stockholders’ equity
Shares · Amount
Balance at December 31, 2025142,940$572$1,075,460$416,889$(304,984)$(575)$1,187,362
Non-cash share-based compensation——2,616———2,616
Purchase and retirement of common stock(3,168)(13)(23,835)(82,307)——(106,155)
Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding2061(2,364)———(2,363)
Net loss———(21,594)——(21,594)
Foreign currency translation adjustment, net of tax of $0————(11,858)(1)(11,859)
Minimum pension liability adjustment, net of tax of $0————48—48
Balance at March 31, 2026139,978$560$1,051,877$312,988$(316,794)$(576)$1,048,055
Non-cash share-based compensation——4,123———4,123
Purchase and retirement of common stock(2,237)(9)(16,814)(59,586)——(76,409)
Vesting of restricted stock units, net of shares withheld to satisfy tax withholding8——————
Reclassification of redeemable equity to non-redeemable equity——699———699
Net income———137,103——137,103
Foreign currency translation adjustment, net of tax of $0————27,235127,236
Balance at June 30, 2026137,749$551$1,039,885$390,505$(289,559)$(575)$1,140,807
Non-cash share-based compensation——3,872———3,872
Purchase and retirement of common stock(2,009)(8)(15,164)(60,615)——(75,787)
Vesting of restricted stock units, net of shares withheld to satisfy tax withholding6——————
Change in noncontrolling interests——(1,536)—965571—
Net income———101,216——101,216
Foreign currency translation adjustment, net of tax of $0————(10,565)4(10,561)
Balance at September 30, 2026135,746$543$1,027,057$431,106$(299,159)$—$1,159,547

Stock Repurchases

On September 13, 2024, the Company announced that its Board of Directors had approved a $100,000 stock purchase program. On October 30, 2025, the Company announced that its Board of Directors had approved a $150,000 increase to the authorization for the Company’s stock repurchase program. On February 19, 2026, the Company announced that its Board of Directors had approved an additional $150,000 increase to the existing authorization for the Company’s stock repurchase program. On July 30, 2026, the Company announced that its Board of Directors had approved an additional $150,000 increase to the existing authorization for the Company’s stock repurchase program, which has no fixed expiration date, for a total authorization of $550,000.

As of September 30, 2026, the Company had $75,184 of capacity remaining under its stock repurchase authorization. On October 29, 2026, the Company announced that its Board of Directors had approved an additional $150,000 increase to the existing authorization for the Company’s stock repurchase program. After giving effect to this new authorization and taking into account the cumulative repurchases through September 30, 2026, the Company may repurchase up to approximately $225,184 of its common stock under its stock repurchase program, which has no fixed expiration date.

The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act. Repurchases may be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program. Under this stock repurchase program, all shares repurchased are immediately retired. Upon retirement of repurchased stock, the excess of the purchase price plus excise tax over par value is allocated to additional paid-in capital, subject to certain limitations. Any remainder is allocated to retained earnings to the extent that positive retained earnings exist.

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

Laureate Education, Inc. Stockholders
Common stock · Additional paid-in capital · Retained earnings · Accumulated other comprehensive loss · Non-controlling interests · Total stockholders’ equity
Shares · Amount
Balance at December 31, 2024150,794$604$1,129,511$291,644$(462,210)$(2,404)$957,145
Non-cash share-based compensation——2,463———2,463
Purchase and retirement of common stock(2,181)(9)(16,339)(25,875)——(42,223)
Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding1971(1,129)———(1,128)
Equitable adjustments to stock-based awards——(2)———(2)
Net loss———(19,496)—(57)(19,553)
Foreign currency translation adjustment, net of tax of $0————9,336(3)9,333
Balance at March 31, 2025148,810$596$1,114,504$246,273$(452,874)$(2,464)$906,035
Non-cash share-based compensation——3,481———3,481
Purchase and retirement of common stock(1,489)(6)(11,153)(17,890)——(29,049)
Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding42—86———86
Equitable adjustments to stock-based awards——8———8
Net income———95,083—2,34397,426
Foreign currency translation adjustment, net of tax of $0————73,364—73,364
Balance at June 30, 2025147,363$590$1,106,926$323,466$(379,510)$(121)$1,051,351
Non-cash share-based compensation——3,765———3,765
Vesting of restricted stock units, net of shares withheld to satisfy tax withholding6——————
Change in noncontrolling interests——321——(321)—
Equitable adjustments to stock-based awards——1———1
Net income (loss)———34,487—(108)34,379
Foreign currency translation adjustment, net of tax of $0————28,620(1)28,619
Balance at September 30, 2025147,369$590$1,111,013$357,953$(350,890)$(551)$1,118,115

Share-based Compensation Expense

During the three and nine months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense for restricted stock unit awards of $3,872 and $3,765, respectively, and $10,611 and $9,709, respectively.

Accumulated Other Comprehen sive Income (Loss)

Accumulated other comprehensive income (loss) (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign subsidiaries’ financial statements, the unrealized gain on a derivative designated as an effective net investment hedge, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The AOCI related to the net investment hedge will be deferred from earnings until the sale or liquidation of the hedged investee. Laureate reports changes in AOCI on our Consolidated Statements of Stockholders’ Equity. The components of these balances were as follows:

September 30, 2026December 31, 2025
Laureate Education, Inc.Noncontrolling InterestsTotalLaureate Education, Inc.Noncontrolling InterestsTotal
Foreign currency translation adjustment$(307,833)$—$(307,833)$(313,610)$961$(312,649)
Unrealized gain on derivatives10,416—10,41610,416—10,416
Minimum pension liability adjustment(1,742)—(1,742)(1,790)—(1,790)
Accumulated other comprehensive loss$(299,159)$—$(299,159)$(304,984)$961$(304,023)

Note 8. Income Taxes

Laureate’s income tax provisions for all periods consist of federal, state and foreign income taxes. The tax provisions for the nine months ended September 30, 2026 and 2025 are based on estimated full-year effective tax rates, adjusted for discrete income tax items related specifically to the interim periods. Laureate has operations in multiple countries at various statutory tax rates and other operations that are loss-making entities for which it is not‘more likely than not’ that a tax benefit will be realized on the loss.

For the nine months ended September 30, 2026, the Company recognized income tax expense of $95,958, as compared to $106,326 in the prior-year period. The decrease in income tax expense was primarily attributable to a discrete tax benefit of approximately $25,400 that was recorded during the three months ended September 30, 2026 upon resolution of a legacy tax contingency.

Note 9. Earnings Per Share

Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock units, and any other share-based compensation arrangements determined using the treasury stock method.

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

For the three months ended September 30,20262025
Numerator used in basic and diluted earnings per common share for continuing operations:
Income from continuing operations$101,216$34,373
Loss attributable to noncontrolling interests—108
Net income from continuing operations for basic and diluted earnings per share$101,216$34,481
Numerator used in basic and diluted earnings per common share for discontinued operations:
Income from discontinued operations, net of tax$—$6
Denominator used in basic and diluted earnings per common share:
Basic weighted average shares outstanding137,169147,363
Dilutive effect of stock options243235
Dilutive effect of restricted stock units573613
Diluted weighted average shares outstanding137,985148,211
Basic earnings per share:
Income from continuing operations$0.74$0.23
Income from discontinued operations——
Basic earnings per share$0.74$0.23
Diluted earnings per share:
Income from continuing operations$0.73$0.23
Income from discontinued operations$—$—
Diluted earnings per share$0.73$0.23
For the nine months ended September 30,20262025
Numerator used in basic and diluted earnings per common share for continuing operations:
Income from continuing operations$216,725$112,037
Income attributable to noncontrolling interests—(2,178)
Net income from continuing operations for basic and diluted earnings per share$216,725$109,859
Numerator used in basic and diluted earnings per common share for discontinued operations:
Income from discontinued operations$—$215
Denominator used in basic and diluted earnings per common share:
Basic weighted average shares outstanding139,540148,499
Dilutive effect of stock options242228
Dilutive effect of restricted stock units570503
Diluted weighted average shares outstanding140,352149,230
Basic earnings per share:
Income from continuing operations$1.55$0.74
Income from discontinued operations——
Basic earnings per share$1.55$0.74
Diluted earnings per share:
Income from continuing operations$1.54$0.74
Income from discontinued operations——
Diluted earnings per share$1.54$0.74

As shown in thetable below, for the periods presented there were no stock options or restricted stock units that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the three months ended September 30,For the nine months ended September 30,
2026202520262025
Stock options————
Restricted stock units————

Note 10. Legal and Regulatory Matters

Laureate is subject to legal proceedings, claims, governmental audits, and other matters arising in the ordinary course of business. In management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these matters. Management believes that any judgment or settlement of these matters would not have a material impact on Laureate’s financial position, results of operations, or cash flows.

Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations. There have been no material changes to the laws and regulations affecting our higher education institutions that are described in our 2025 Form 10‑K.

Note 11. Supplemental Cash Flow Information

Reconciliation of Cash and cash equivalents and Restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the September 30, 2025 balance. The September 30, 2026 and September 30, 2025 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025:

September 30, 2026September 30, 2025December 31, 2025
Cash and cash equivalents$189,904$240,994$146,703
Restricted cash4,1295,4555,372
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows$194,033$246,449$152,075

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

Supplemental Noncash Information

During the nine months ended September 30, 2026, the Company recorded approximately $227,000 of additional operating lease right-of-use assets and operating lease liabilities. Of this amount, approximately $134,000 was recorded in the first quarter of 2026, predominantly related to the extension of leases for campus real estate in our Mexico segment.

Note 12. Subsequent Events

Increase to Authorized Stock Repurchase Program

As discussed in Note 7, Stockholders’ Equity, on October 29, 2026, the Company announced that its Board of Directors had approved a $150,000 increase to the existing authorization for the Company’s stock repurchase program.

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