Skip to main content

Adtalem Global Education Inc.

For the period ended Dec 31, 2025. Filed Jan 28, 2026.

View on SEC.gov

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.

Dec 31, 2025 · Filed Jan 28, 2026

CVSA$113.98+3.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Stock-Based Compensation

  1. Stock-Based Compensation

Adtalem’s current stock-based incentive plan is its Fourth Amended and Restated Incentive Plan of 2013, which is administered by the Compensation Committee of the Board. Under the plan, employees and Board members are eligible to receive stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other forms of stock awards. As of December 31, 2025,1,090,812 shares of common stock were available for future issuance under this plan.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for forfeitures of unvested awards in the period they occur. Adtalem issues new shares of common stock to satisfy stock option exercises, RSU vests, and PSU vests. Stock-based compensation expense is included in student services and administrative expense in the Consolidated Statements of Income. There wasno capitalized stock-based compensation cost as of December 31, 2025 and June 30, 2025.

Stock Options

Beginning in fiscal year 2023, the Compensation Committee of the Board determined to no longer grant stock options. Prior to fiscal year 2023, we granted stock options generally with afour-year graded vesting from the grant date and expire

ten years from the grant date. The following table summarizes stock option activity for the six months ended December 31, 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​​​​​Weighted-Average​​
​​Number of​​​Remaining​Aggregate
​​Stock​Weighted-Average​Contractual Life​Intrinsic Value
​​Options​Exercise Price​(in years)​(in thousands)
Outstanding as of June 30, 2025275,238​$38.05​​​​
Exercised(3,624)​​35.83​​​​
Outstanding as of December 31, 2025271,614​38.084.9​$17,760
Exercisable as of December 31, 2025271,614​$38.084.9​$17,760

The fair value of stock options that vested during the six months ended December 31, 2025 and 2024 was $0.6 million and $1.3 million, respectively. As of December 31, 2025, all stock options have been vested and therefore there isno remaining unrecognized stock-based compensation expense related to unvested stock options. The total intrinsic value of stock options exercised for the six months ended December 31, 2025 and 2024 was $0.4 million and $10.2 million, respectively.

RSUs

We grant RSUs generally with athree-year graded vesting from the grant date. We also grant RSUs to our Board members with aone-year cliff vest from the grant date. The fair value per share of RSUs is the closing market price of our common stock on the grant date. The following table summarizes RSU activity for the six months ended December 31, 2025:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted-Average
​ · ​ · Number of · ​ · Grant Date
​ · ​ · RSUs · ​ · Fair Value
Unvested as of June 30, 2025529,969​$59.41
Granted156,158​97.18
Vested(307,295)​51.68
Forfeited(15,314)​78.07
Unvested as of December 31, 2025363,518​$81.39

The weighted-average grant date fair value per share of RSUs granted in the six months ended December 31, 2025 and 2024 was $97.18 and $88.98, respectively. The grant date fair value of RSUs that vested during the six months ended December 31, 2025 and 2024 was $15.9 million and $13.6 million, respectively. As of December 31, 2025, $20.2 million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 2.0 years.

PSUs

We grant PSUs with an approximate three-year cliff vest from the grant date. The fair value per share of PSUs is the closing market price of our common stock on the grant date. We estimate the number of shares that will vest under our PSU awards when recognizing stock-based compensation expense for each reporting period. The final number of shares

that vest under our PSUs is based on metrics approved by the Compensation Committee of the Board. The following table summarizes PSU activity for the six months ended December 31, 2025:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted-Average
​ · ​ · Number of · ​ · Grant Date
​ · ​ · PSUs · ​ · Fair Value
Unvested as of June 30, 2025614,000​$57.20
Incremental PSUs granted based on achievement of metrics196,416​42.03
Granted255,252​96.86
Vested(487,721)​41.83
Forfeited(18,129)​52.97
Unvested as of December 31, 2025559,818​$83.49

The weighted-average grant date fair value per share of PSUs granted in the six months ended December 31, 2025 and 2024 was $96.86 and $89.74, respectively. The grant date fair value of PSUs that vested during the six months ended December 31, 2025 and 2024 was $20.4 million and $2.8 million, respectively. As of December 31, 2025, $36.3 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.4 years.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.