LAUREATE EDUCATION, INC.

Previous wording

We operate a portfolio of degree-granting higher education institutions in Mexico and Peru. Collectively, we have approximately 501,400 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. We believe that the combination of the projected growth in the middle class, limited government resources dedicated to higher education, and a clear value proposition demonstrated by the higher earnings potential afforded by higher education, creates substantial opportunities for high-quality private institutions to meet this growing and unmet demand. By offering high-quality, outcome-focused education, we believe that we enable students to prosper and thrive in the dynamic and evolving knowledge economy. We have two reportable segments as described below. We group our institutions by geography in Mexico and Peru for reporting purposes.

Current wording

We operate a portfolio of degree-granting higher education institutions in Mexico and Peru. Collectively, we have approximately 539,600 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. We believe that the combination of the projected growth in the middle class, limited government resources dedicated to higher education, and a clear value proposition demonstrated by the higher earnings potential afforded by higher education creates substantial opportunities for high-quality private institutions to meet this growing and unmet demand. By offering high-quality, outcome-focused education, we believe that we enable students to prosper and thrive in the dynamic and evolving knowledge economy. We have two reportable segments as described below. We group our institutions by geography in Mexico and Peru for reporting purposes.

Previous wording

•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 18 campuses.

Current wording

•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 16 campuses.

Previous wording

Our operations are outside of the United States and are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address. 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 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. 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,” in our 2025 Form 10-K. 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. Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries. See “Item IA—Risk Factors—Risks Relating to Our Business—If we do not effectively manage our growth and business, our results of operations may be materially adversely affected” in our 2025 Form 10-K.

Current wording

Our operations are outside of the United States and are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address. 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 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. 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,” in our 2025 Form 10-K. 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. Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries. See “Item 1A—Risk Factors—Risks Relating to Our Business—If we do not effectively manage our growth and business, our results of operations may be materially adversely affected” in our 2025 Form 10-K.

Previous wording

Revenues increased by $91.7 million to $615.9 million for the three months ended June 30, 2026 (the 2026 fiscal quarter) from $524.2 million for the three months ended June 30, 2025 (the 2025 fiscal quarter). The increase was attributable to: (1) a net change in foreign currency exchange rates which increased revenues by $51.1 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter; (2) the effect of higher average total enrollment at our institutions during the 2026 fiscal quarter, which increased revenues by $31.8 million compared to the 2025 fiscal quarter; and (3) the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which increased revenues by $8.9 million, compared to the 2025 fiscal quarter. These increases were partially offset by changes in Other Corporate and Eliminations which accounted for a decrease in revenues of $0.1 million.

Current wording

Revenues increased by $84.9 million to $485.1 million for the three months ended September 30, 2026 (the 2026 fiscal quarter) from $400.2 million for the three months ended September 30, 2025 (the 2025 fiscal quarter). The increase was attributable to the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which increased revenues by $35.2 million, compared to the 2025 fiscal quarter. This increase included a net favorable effect of approximately $29 million from intra-year academic calendar timing attributable to semester start dates in the 2026 fiscal quarter as compared to the 2025 fiscal quarter. In addition, a net change in foreign currency exchange rates increased revenues by $29.2 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter and the effect of higher average total enrollment at our institutions during the 2026 fiscal quarter, increased revenues by $20.5 million compared to the 2025 fiscal quarter.

Previous wording

Direct costs and general and administrative expenses combined increased by $61.5 million to $392.4 million for the 2026 fiscal quarter from $330.9 million for the 2025 fiscal quarter. This increase was primarily driven by the effect of a net change in foreign currency exchange rates, which increased direct costs by $33.1 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter. Additionally, the increase was attributable to the effect of operational changes, which increased direct costs by $27.9 million, primarily due to the result of higher enrollment at our institutions. Other Corporate expenses accounted for an increase in costs of $0.5 million for the 2026 fiscal quarter compared to the 2025 fiscal quarter.

Current wording

Direct costs and general and administrative expenses combined increased by $37.3 million to $366.0 million for the 2026 fiscal quarter from $328.7 million for the 2025 fiscal quarter. This increase was primarily driven by the effect of a net change in foreign currency exchange rates, which increased direct costs by $21.9 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter. Additionally, the increase was attributable to the effect of operational changes, which increased direct costs by $15.1 million, primarily due to the result of higher enrollment at our institutions. Other Corporate expenses accounted for an increase in costs of $0.3 million for the 2026 fiscal quarter compared to the 2025 fiscal quarter.

Previous wording

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

Current wording

Operating income increased by $47.6 million to $119.1 million for the 2026 fiscal quarter from $71.5 million for the 2025 fiscal quarter, driven by higher operating income at our Peru and Mexico segments. The higher operating income was due in part to a favorable effect from the timing of the academic calendar combined with the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD.

Previous wording

Other non-operating expense decreased by $22.8 million to $2.0 million for the 2026 fiscal quarter from $24.8 million for the 2025 fiscal quarter. This decrease was primarily attributable to a smaller foreign currency exchange loss during the 2026 fiscal quarter compared to the 2025 fiscal quarter for a change of $23.6 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements. Other income accounted for the remaining change of $0.8 million.

Current wording

Other non-operating income (expense)changed by $6.8 million to an income of $4.6 million for the 2026 fiscal quarter from an expense of $(2.2) million for the 2025 fiscal quarter. This change was primarily attributable to a foreign currency exchange gain for the 2026 fiscal quarter compared to a foreign currency exchange loss for the 2025 fiscal quarter for a change of $7.0 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements. Other income accounted for the remaining change of $0.2 million.

Previous wording

Income tax expense increased by $12.3 million to $81.7 million for the 2026 fiscal quarter from $69.4 million for the 2025 fiscal quarter. This increase was partially attributable to the year-over-year effect of higher pretax income during the 2026 fiscal quarter as compared to the 2025 fiscal quarter as well as the year-over-year effect of a discrete tax benefit that was recorded during the 2025 fiscal quarter upon resolution of a tax contingency related to a dormant subsidiary.

Current wording

Income tax expense decreased by $14.5 million to $20.0 million forthe 2026 fiscal quarter from $34.5 million for the 2025 fiscal quarter. This decrease was primarily attributable to a discrete tax benefit of approximately $25.4 million that was recorded during the 2026 fiscal quarter upon resolution of a legacy tax contingency. This benefit was partially offset by the impact of the year-over-year effect of higher pretax income during the 2026 fiscal quarter as compared to the 2025 fiscal quarter.

Previous wording

Revenues increased by $128.2 million to $888.5 million for the six months ended June 30, 2026 (the 2026 fiscal period) from $760.3 million for the six months ended June 30, 2025 (the 2025 fiscal period). The increase in revenues was attributable to: (1) a net change in foreign currency exchange rates which increased revenues by $85.9 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal period; (2) the effect of higher average total enrollment at our institutions during the 2026 fiscal period, which increased revenues by $41.5 million compared to the 2025 fiscal period; and (3) the effect of changes in product mix, pricing and timing, which increased revenues by $0.9 million compared to the 2025 fiscal period and included a net unfavorable effect of approximately $9 million from intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal period as compared to the 2025 fiscal quarter. Corporate accounted for the remaining difference of $0.1 million.

Current wording

Revenues increased by $213.1 million to $1,373.6 million for the nine months ended September 30, 2026 (the 2026 fiscal period) from $1,160.5 million for the nine months ended September 30, 2025 (the 2025 fiscal period). The increase in revenues was attributable to: (1) a net change in foreign currency exchange rates which increased revenues by $115.1 million, due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal period; (2) the effect of higher average total enrollment at our institutions during the 2026 fiscal period, which increased revenues by $62.1 million compared to the 2025 fiscal period; and (3) the effect of changes in product mix, pricing and timing, which increased revenues by $36.0 million compared to the 2025 fiscal period and included a net favorable effect of approximately $20 million from intra-year academic calendar timing attributable to semester start dates in the 2026 fiscal period as compared to the 2025 fiscal period. Corporate accounted for the remaining difference of $0.1 million.

Previous wording

Direct costs and general and administrative expenses combined increased by $112.4 million to $692.6 million for the 2026 fiscal period from $580.2 million for the 2025 fiscal period. This increase was primarily driven by the effect of a net change in foreign currency exchange rates, which increased direct costs by $68.0 million, mainly due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal period. Additionally, the increase was attributable to the effect of operational changes, which increased direct costs by $43.7 million compared to the 2025 fiscal period, primarily due to the result of higher enrollment at our institutions. Corporate accounted for the remaining difference of $0.7 million.

Current wording

Direct costs and general and administrative expenses combined increased by $149.5 million to $1,058.5 million for the 2026 fiscal period from $909.0 million for the 2025 fiscal period. This increase was primarily driven by the effect of a net change in foreign currency exchange rates, which increased direct costs by $90.0 million, mainly due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal period. Additionally, the increase was attributable to the effect of operational changes, which increased direct costs by $58.6 million compared to the 2025 fiscal period, primarily due to the result of higher enrollment at our institutions. Corporate accounted for the remaining difference of $0.9 million.

Previous wording

Operating income increased by $15.8 million to $195.9 million for the 2026 fiscal period from $180.1 million for the 2025 fiscal period. This change was primarily driven by higher operating income in our Peru segment, partially offset by a lower operating income in our Mexico segment during the 2026 fiscal period compared to the 2025 fiscal period, partially due to an unfavorable effect of the timing of the academic calendar as well as higher depreciation and amortization expenses related to growth initiatives including campus expansions and new campus investments.

Current wording

Operating income increased by $63.4 million to $315.0 million for the 2026 fiscal period from $251.6 million for the 2025 fiscal period. This increase was primarily driven by higher operating income at our Peru and Mexico segments during the 2026 fiscal period compared to the 2025 fiscal period, partially due to a favorable effect from the timing of the academic calendar as well as strengthening of the Mexican peso and the Peruvian nuevo sol against the USD.

Previous wording

Other non-operating expense decreased by $27.4 million to $0.6 million for the 2026 fiscal period from $28.0 million for the 2025 fiscal period. This decrease was attributable to a smaller foreign currency exchange loss during the 2026 fiscal period compared to the 2025 fiscal period for a change of $27.8 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements. A decrease in other income accounted for the remaining change of $0.4 million for the 2026 fiscal period.

Current wording

Other non-operating income (expense)changed by $34.3 million to an income of $4.1 million for the 2026 fiscal period from an expense of $(30.2) million for the 2025 fiscal period. This change was attributable to a smaller foreign currency exchange gain during the 2026 fiscal period compared to a larger foreign currency exchange loss during the 2025 fiscal period for a change of $34.8 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements. A decrease in other income accounted for the remaining change of $0.5 million for the 2026 fiscal period.

Previous wording

Depreciation and amortization increased by $5.3 million to $23.0 million for the 2026 fiscal quarter from $17.7 million for the 2025 fiscal quarter, which was primarily attributable to equipment purchases and campus improvements in Mexico related to growth initiatives including campus expansions and new campus investments that resulted in a higher depreciable asset base, combined with the strengthening of the Mexican peso against the USD compared to the 2025 fiscal quarter.

Current wording

Depreciation and amortization increased by $4.2 million to $23.8 million for the 2026 fiscal quarter from $19.6 million for the 2025 fiscal quarter, which was primarily attributable to equipment purchases and campus improvements related to growth initiatives including campus expansions and new campus investments that resulted in a higher depreciable asset base, combined with the strengthening of the Mexican peso and Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Comparison of Depreciation and Amortization for the Nine Months Ended September 30, 2026 and 2025

Previous wording

Depreciation and amortization increased by $11.9 million to $45.6 million for the 2026 fiscal period from $33.7 million for the 2025 fiscal period, which was primarily attributable to equipment purchases and campus improvements in Mexico related to growth initiatives including campus expansions and new campus investments that resulted in a higher depreciable asset base, combined with the strengthening of the Mexican peso against the USD compared to the 2025 fiscal period.

Current wording

Depreciation and amortization increased by $16.1 million to $69.4 million for the 2026 fiscal period from $53.3 million for the 2025 fiscal period, which was primarily attributable to equipment purchases and campus improvements related to growth initiatives including campus expansions and new campus investments that resulted in a higher depreciable asset base, combined with the strengthening of the Mexican peso and Peruvian nuevo sol against the USD compared to the 2025 fiscal period.

Previous wording

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

Current wording

•Revenues from our Mexico segment represented 53% of our consolidated total revenues for the 2026 fiscal quarter, compared to 49% for the 2025 fiscal quarter.

Previous wording

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

Current wording

Comparison of Mexico Results for the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Previous wording

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

Current wording

•Revenues from our Mexico segment represented 54% of our consolidated total revenues for the 2026 fiscal period, compared to 52% for the 2025 fiscal period.

Previous wording

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

Current wording

•On a constant currency basis, Adjusted EBITDA increased by 14%, driven by a favorable effect of intra-year academic calendar timing attributable to semester start dates in the 2026 fiscal period compared to the 2025 fiscal period, as well as improvements in operational performance.

Previous wording

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

Current wording

•On a constant currency basis, revenue increased by 7% compared to the 2025 fiscal quarter, which includes a favorable impact of approximately $1 million from intra-year academic calendar timing attributable to semester start dates in the 2026 fiscal quarter compared to the 2025 fiscal quarter.

Previous wording

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

Current wording

•Revenues from our Peru segment represented 47% of our consolidated total revenues for the 2026 fiscal quarter, compared to 51% for the 2025 fiscal quarter.

Previous wording

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

Current wording

Comparison of Peru Results for the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Previous wording

Adjusted EBITDA increased by $23.6 million, a 14% increase from the 2025 fiscal quarter.

Current wording

Revenues increased by $78.5 million, a 14% increase from the 2025 fiscal period.

Previous wording

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

Current wording

•On a constant currency basis, revenues increased by 8%, which includes a favorable impact of approximately $4 million from intra-year academic calendar timing attributable to semester start dates in the 2026 fiscal period compared to the 2025 fiscal period.

Previous wording

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

Current wording

•Revenues from our Peru segment represented 46% of our consolidated total revenues for the 2026 fiscal period compared to 48% for the 2025 fiscal period.

Previous wording

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

Current wording

Adjusted EBITDA increased by $43.3 million, a 21% increase from the 2025 fiscal period.

Previous wording

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

Current wording

Comparison of Corporate Results for the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Previous wording

As of June 30, 2026, our cash and cash equivalents were $161.7 million. Our cash accounts are maintained with high-quality financial institutions. The Company also maintains a revolving credit facility under its credit agreement (the Amended Credit Agreement) that provides for borrowings of up to $155.0 million of revolving credit loans maturing September 2028 (the Revolving Credit Facility). The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.” In accordance with the terms of the Amended Credit Agreement, any proceeds drawn on the Revolving Credit Facility may be used for general corporate purposes. As of June 30, 2026, the Company had an outstanding balance of $75.0 million borrowed under the Revolving Credit Facility.

Current wording

As of September 30, 2026, our cash and cash equivalents were $189.9 million. Our cash accounts are maintained with high-quality financial institutions. The Company also maintains a revolving credit facility under its credit agreement (the Amended Credit Agreement) that provides for borrowings of up to $155.0 million of revolving credit loans maturing September 2028 (the Revolving Credit Facility). The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.” In accordance with the terms of the Amended Credit Agreement, any proceeds drawn on the Revolving Credit Facility may be used for general corporate purposes. As of September 30, 2026, the Company had an outstanding balance of $35.0 million borrowed under the Revolving Credit Facility.

Previous wording

Our liquidity is affected by restricted cash balances, which totaled$5.7 million as of June 30, 2026 and $5.4 million as of December 31, 2025. Restricted cash mainly consists of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.

Current wording

Our liquidity is affected by restricted cash balances, which totaled$4.1 million as of September 30, 2026 and $5.4 million as of December 31, 2025. Restricted cash mainly consists of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.

Previous wording

We earn a significant portion of our income from subsidiaries located in countries outside the United States. As of June 30, 2026, $154.9 million of our total $161.7 million of cash and cash equivalents were held by foreign subsidiaries. As of December 31, 2025, $130.4 million of our total $146.7 million of cash and cash equivalents were held by foreign subsidiaries. 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.

Current wording

We earn a significant portion of our income from subsidiaries located in countries outside the United States. As of September 30, 2026, $182.1 million of our total $189.9 million of cash and cash equivalents were held by foreign subsidiaries. As of December 31, 2025, $130.4 million of our total $146.7 million of cash and cash equivalents were held by foreign subsidiaries. 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.

Previous wording

As of June 30, 2026, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $64.4 million. In addition, our finance lease obligations were $83.8 million.

Current wording

As of September 30, 2026, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $82.3 million. In addition, our finance lease obligations were $86.9 million.

Previous wording

On June 30, 2026, a Laureate subsidiary in Peru, Universidad Privada del Norte (UPN), entered into an agreement to borrow PEN 205 million (approximately $60 million at June 30, 2026). The loan bears interest at a fixed rate of 6.45% per annum and interest payments are due quarterly. Quarterly principal payments in the amount of PEN 10 million ($3 million at June 30, 2026) are payable beginning in October 2028 through the loan’s maturity date in July 2033. As of June 30, 2026, there was no balance outstanding on this loan as the proceeds were not received until early July 2026. The terms of the loan specify that the proceeds may be used for financing or paying capital expenditures, as well as refinancing working capital lines of credit or other debt. In July 2026, UPN used approximately $41 million of the total proceeds to repay working capital lines of credit and expects to use the remaining loan proceeds to fund capital expenditures related to campus expansions. As collateral for the loan, UPN pledged assets at four of its campus locations. The loan carries certain quarterly financial covenants that become effective September 30, 2026.

Current wording

On June 30, 2026, a Laureate subsidiary in Peru, Universidad Privada del Norte (UPN), entered into an agreement to borrow PEN 205 million (approximately $60.0 million 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 10.3 million ($3.0 million 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 $41.0 million of the total proceeds to repay working capital lines of credit and expects to use the remaining loan proceeds to fund capital expenditures related to campus expansions. As collateral for the loan, UPN pledged assets at 4.00 of its campus locations.

Previous wording

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 June 30, 2026, more than 25% of the Revolving Credit Facility was utilized, and we were in compliance with the leverage ratio covenant. In addition, indebtedness at some of our locations contain financial maintenance covenants. We were in compliance with those covenants as of June 30, 2026.

Current wording

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 those covenants as of September 30, 2026.

Previous wording

We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations. As of June 30, 2026 and December 31, 2025, the present value of operating lease liabilities was $511.9 million and $387.8 million, respectively.

Current wording

We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations. As of September 30, 2026 and December 31, 2025, the present value of operating lease liabilities was $579.9 million and $387.8 million, respectively.

Previous wording

Our total capital expenditures, excluding receipts from the sale of property and equipment, were $35.5 million and $17.9 million during the six months ended June 30, 2026 and 2025, respectively. The increase in capital expenditures was driven by higher equipment purchases in Mexico and increased expenditures for campus construction projects in Peru during the 2026 fiscal period compared to the 2025 fiscal period.

Current wording

Our total capital expenditures, excluding receipts from the sale of property and equipment, were $63.4 million and $36.1 million during the nine months ended September 30, 2026 and 2025, respectively. The increase in capital expenditures was driven by higher equipment purchases and increased expenditures for campus construction projects during the 2026 fiscal period compared to the 2025 fiscal period.

Previous wording

On September 13, 2024, the Company announced that its Board of Directors had approved a $100 million stock purchase program. On October 30, 2025, the Company announced that its Board of Directors had approved a $150 million increase to the authorization for the Company’s stock repurchase program. On February 19, 2026, the Company announced that its Board of Directors had approved an additional $150 million increase to the existing authorization for the Company’s stock repurchase program, for a total authorization of $400 million. As of June 30, 2026, the Company had $0.2 million of capacity remaining under its stock repurchase authorization. On July 30, 2026, the Company announced that its Board of Directors had approved an additional $150 million increase to the existing authorization for the Company’s stock repurchase program, which has no fixed expiration date.

Current wording

On September 13, 2024, the Company announced that its Board of Directors had approved a $100 million stock purchase program. On October 30, 2025, the Company announced that its Board of Directors had approved a $150 million increase to the authorization for the Company’s stock repurchase program. On February 19, 2026, the Company announced that its Board of Directors had approved an additional $150 million increase to the existing authorization for the Company’s stock repurchase program. On July 30, 2026, the Company announced that its Board of Directors had approved an additional $150 million increase to the existing authorization for the Company’s stock repurchase program, which has no fixed expiration date, for a total authorization of $550 million. As of September 30, 2026, the Company had $75.2 million 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 million 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 $225.2 million of its common stock under its stock repurchase program, which has no fixed expiration date.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Comparison of Cash Flows for the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Previous wording

Cash provided by operating activities increased by $41.1 million to $172.9 million for the 2026 fiscal period from $131.8 million for the 2025 fiscal period. This increase in operating cash flows was primarily attributable to higher operating income combined with the net effect of changes in operating assets and liabilities, which increased operating cash by $62.5 million compared to the 2025 fiscal period. This increase was partially offset by higher cash paid for taxes in Mexico and Peru of $20.2 million, from $63.1 million for the 2025 fiscal period to $83.3 million for the 2026 fiscal period, due to higher estimated tax payments and tax audit payments during the 2026 fiscal period as compared to the 2025 fiscal period, as well as a year-over-year increase in the taxes that were payable upon filing the annual tax returns, due to an increase in taxable income. In addition, there was an increase in cash paid for interest of $1.2 million, from $4.8 million for the 2025 fiscal period to $6.0 million for the 2026 fiscal period, due to higher average debt balances.

Current wording

Cash provided by operating activities increased by $51.8 million to $324.6 million for the 2026 fiscal period from $272.8 million for the 2025 fiscal period. This increase in operating cash flows was primarily attributable to higher operating income combined with the net effect of changes in operating assets and liabilities, which increased operating cash by $80.2 million compared to the 2025 fiscal period. This increase was partially offset by higher cash paid for taxes in Mexico and Peru of $26.3 million, from $101.6 million for the 2025 fiscal period to $127.9 million for the 2026 fiscal period, due to higher estimated tax payments and tax audit payments during the 2026 fiscal period as compared to the 2025 fiscal period, as well as a year-over-year increase in the taxes that were payable upon filing the annual tax returns, due to an increase in taxable income. In addition, there was an increase in cash paid for interest of $2.1 million, from $7.0 million for the 2025 fiscal period to $9.1 million for the 2026 fiscal period, due to higher average debt balances.