Adtalem Global Education Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934

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Adtalem Global Education Inc.

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About Us

Who We Are

Adtalem Global Education is the largest healthcare educator in the U.S., shaping the future of healthcare by preparing a practice-ready workforce with high-quality academic programs. We innovate education pathways, align with industry needs and empower individuals to reach their full potential. Our commitment to excellence and access is reflected in our expansive network of institutions, serving over 90,000 students and supported by a strong community of approximately 365,000 alumni and nearly 10,000 dedicated employees. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine, and Walden University.

STUDENT FOCUSED

As of September 23, 2025

Message from our Chairman and CEO,

Steve Beard

Fellow Shareholders,

Fiscal 2025 stands as both aproof point and aninflection point for Adtalem—validating our thesis while positioning us for our next phase of growth as a vital component of healthcare infrastructure.

A Proof Point: Operational Excellence Drives Value Creation

This year proved the transformative power of our Growth with Purpose strategy. Our integrated operating model delivered exceptional results that validated operational excellence as our primary vehicle for sustainable value creation.

The numbers speak for themselves: revenue of $1.79 billion representing 12.9% growth that more than doubled our 2023 investor day targets. Adjusted earnings per share of $6.67 grew 33.1%. Total enrollment surpassed 91,000 students with over 10% average quarterly growth. We graduated 29,000 students—90% into healthcare professions—who now serve in underserved rural communities and urban centers nationwide.

Each institution validated our strategy: Chamberlain University achieved its tenth consecutive quarter of growth, reaching a record 40,000+ students. Walden University delivered eight consecutive quarters of accelerating growth, surpassing 48,000 students and pre-pandemic levels. Our Medical and Veterinary segment maintained excellence with over 5,000 enrolled students.

This performance proves that accessible, career-focused healthcare education, delivered through modern programs and tech-enabled learning, creates a virtuous cycle of student success, employer satisfaction and investor returns.

An Inflection Point: Expanding Our Role in Critical Healthcare Infrastructure

Our sustained execution has earned us the right to seek a larger and more visible role in America's critical healthcare infrastructure. At a time when the U.S. faces acute workforce shortages across all healthcare professions, we aspire to become the systemically important, highly integrated partner that healthcare employers and policymakers increasingly rely on to build their talent pipeline.

Our 350,000+ alumni, 91,000+ current students and 10,000+ colleagues represent more than an educational institution; we are essential infrastructure for healthcare delivery. Our graduates serve in critical roles that keep communities healthy; from nurses providing essential care in small-town clinics to emergency specialists responding to life-threatening situations in metropolitan hospitals.

This positioning reflects both our scale and our responsibility. We are not merely participants in healthcare education; we are positioned to play an increasingly vital role in ensuring America's healthcare system has the skilled professionals it needs to function effectively.

The Higher Education Context: Leading Innovation When It Matters Most

At a time when higher education faces important questions about accessibility, career relevance and value, our mission of democratizing education has never been more important. We are proud to complement the broader higher education ecosystem by innovating the student journey and expanding access to clinical and healthcare careers for learners who might not otherwise have these opportunities.

Our focus on accessible, flexible, career-focused education fills critical gaps in the educational landscape. We serve working adults, career changers and first-generation college students who need different pathways to meaningful careers. Through technology-enabled learning and competency-based programs, we are innovating how education is delivered and making quality healthcare education more accessible to diverse communities.

Our graduates enter essential roles with clear career pathways and immediate impact in their communities. Healthcare employers increasingly rely on us to meet critical staffing needs across underserved markets. Our regulators and accreditors recognize us as a partner in ensuring both educational quality and healthcare workforce development.

This positions us as an innovator in educational delivery: we are demonstrating how to democratize access to high-demand careers while maintaining rigorous standards and outstanding outcomes.

Creating Sustained Value for All Stakeholders

This success creates expanding opportunities. For our investors, we continue deploying capital to high-return growth opportunities while returning excess capital to shareholders. For our students, we provide accessible pathways to meaningful healthcare careers. For our colleagues, we offer the opportunity to serve a mission that transforms lives and communities. For healthcare employers, we deliver the skilled workforce they desperately need. For policymakers and communities, we address critical infrastructure needs that government alone cannot solve.

Our commitment remains unwavering: delivering outstanding student outcomes at scale while building the healthcare workforce America needs. We are not just growing a business—we are strengthening the foundation of our nation's healthcare system.

Thank you for your continued confidence in our purpose and our execution.

Sincerely,

Steve****Beard

Chairmanand Chief Executive Officer

Notice of Annual Meeting of Shareholders

YOU MAY VOTE IN ONE OF FOUR WAYS:

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 12, 2025. This Notice of Annual Meeting, the accompanying Proxy Statement, the 2025 Adtalem Global Education Inc. Annual Report to Shareholders (which includes our Form 10-K for the year ended June 30, 2025), and a proxy card are available online at www.proxyvote.com as well as at our investor relations website, http://investors.adtalem.com.

Proxy Summary

This summary highlights selected information about the items to be voted on at the Annual Meeting. It does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

OUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Balanced mix of backgrounds, current and former CEOs, a medical professional, a former finance executive at a leading global company, and corporate and academic leadership expertise.

BOARD HIGHLIGHTS

TENURE

AGE

The matrix below sets forth certain skills, qualifications, and experiences that we consider important for our director nominees in light of our current business strategy and structure. The list of skills and the following matrix are a valuable tool for the Board as they consider skills and experiences that may need to be replaced, updated or added.

Adtalem Global Education Director Skills Matrix 2025

 Considerable expertise** **⏺ Some expertise

CORPORATE GOVERNANCE HIGHLIGHTS

Shareholder Engagement

We conduct regular outreach and engagement with our shareholders and value their insight and feedback.

OUR OUTREACH

We reached out to our shareholders representing more than70% of shares owned.

Ongoing Enhancements

Our Board continually monitors best practices in corporate governance and, consistent with feedback from shareholders and other stakeholders, has taken the following actions in recent years:

Ongoing Best Practices

BOARD COMMITTEES

✓We have five Board committees – Academic Quality, Audit and Finance, Compensation, External Relations, and Nominating & Governance, each of which typically meets at least four times per year✓The Chair of each committee, in consultation with the committee members, determines the frequency and length of committee meetings✓Our Board and each of its committees are authorized to retain independent advisors at Adtalem’s expense

DIRECTOR STOCK OWNERSHIP

✓60% of our non-employee directors’ annual compensation (excluding fees for additional (e.g. chair) roles) is in the form of restricted stock units (“RSUs”)✓Our non-employee directors are required to own shares worth at least three times their annual retainer

CONTINUOUS IMPROVEMENT

✓New directors receive a tailored, two-day, live training introduction to Adtalem and its institutions from management✓Our directors are encouraged to participate in director-oriented training and board education programs✓The Board annually undergoes a self-assessment process to critically evaluate its performance at a committee and Board level

COMMUNICATION

✓Our Board engages in open and frank discussions with each other and with senior management✓Our directors have access to all members of management

EXECUTIVE COMPENSATION HIGHLIGHTS

●Strong linkage of pay to individual, institutional, and financial performance

●Balanced compensation program aligning performance to interests of shareholders, students, and other stakeholders

Our Compensation Framework

2025 COMPENSATION SNAPSHOT