LAUR 10-K & 10-Q changes, risk factors and insider trading

Our portfolio, which is composed of five institutions, operates in Mexico and Peru, each of which is subject to complex business, economic, legal, political, tax and foreign currency risks. We may have difficulty managing and administering our operations in multiple countries, and we may need to expend additional funds to, among other things, staff key management positions, obtainobtain, upgrade and implement additional information technology infrastructureinfrastructure, and successfully implement relevant course and program offerings for each market, which may materially adversely affect our business, financial condition and results of operations.

•changes in the political leadership, whetherlandscape in Mexico, Peru and/or the U.S., and subsequent changes to laws and regulatory regimes including new tariffs, trade restrictions and trade policies;

•acts of terrorism, public health risks,risks or emergencies such as pandemics or epidemics, crime and natural disasters, particularly in areas in which we have significant operations.

Each of our institutions has worked hard to establish the value of its individual brand. Brand value may be severely damaged, even by isolated incidents, particularly if the incidents receive considerable negative publicity. There has been a marked increase in use of social media platforms and other forms of Internet-basedonline communications that allow individuals access to a broad audience of interested persons. We believe that students and prospective employers value readily available information about our institutions and often act on such information without further investigation or authentication, and without regard to its accuracy. In addition, some of our institutions use the Laureate name in promoting their institutions. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information concerning our Company and our institutions may be posted on such platforms and devices at any time. Information posted may be materially adverse to our interests, it may be inaccurate, and it may harm our performance, prospects and business.

In order to maintain and increase our revenues and margins, we must continue to develop our admissions programs and attract new students in a cost-effective manner. The level of marketing and advertising and types of strategies used are affected by the specific geographic markets, regulatory compliance requirements and the specific individual nature of each institution and its students. The complexity of these marketing efforts contributes to their cost. If we are unable to advertise and market our institutions and programs successfully, our ability to attract and enroll new students could be materially adversely affected and, consequently, our financial performance could suffer. We use marketing tools such as the Internet,online, radio, television and print media advertising to promote our institutions and programs. Our representatives also make presentations at upper secondary schools. In order to maintain our growth, we will need to attract a larger percentage of students in existing markets and increase our addressable market by adding locations in new markets and rolling out new academic programs. Any failure to accomplish thisthese initiatives may have a material adverse effect on our future growth.

ThereWe ismay no assurance that we willnot be able to maintain or accelerate the current growth rate, effectively manage expanding operations,operations buildor building new campuses, expand capacity at current locations, or achieve planned growth on a timely or profitable basis. If any expansion initiative underperforms or does not proceed as planned, or our revenue growth is less than projected, the costs incurred for these additions and upgrades could have a material adverse effect on our business, financial condition and results of operations.

Our institutions compete with traditional public and private colleges and universities and other proprietary institutions, including those that offer online professional-oriented programs. In each of the countries in which we operate a private institution, our primary competitors are public and other private universities, some of which are larger, more widely known and have more established reputations than our institutions. Some of our competitors in both the public and private sectors may have greater financial and other resources than we have and have operated in their markets for many years. Other competitors may include large, well-capitalized companies that may pursue a strategy similar to ours of expanding campuses, adding on-campus or online programs or acquiring or establishing for-profit institutions. Public institutions receive substantial government subsidies, and public and private not-for-profit institutions have access to government and foundation grants, tax-deductible contributions and other financial resources generally not available to for-profit institutions. Accordingly, public and private not-for-profit institutions may have instructional and support resources superior to those in the for-profit sector, and public institutions can offer substantially lower tuition prices or other advantages that we cannot match.

The success of our institutions depends to a significant extentsignificantly on the willingness of prospective employers to hire our students upon graduation. Increasingly, employers demand that their employees possess appropriate technological and other appropriate skills, such as communication, critical thinking and teamwork. These skills can evolve rapidly in a changing economic and technological environment. Accordingly, it is important that our educational programs evolve in response to those economic and technological changes. The expansion of existing academic programs and the development of new programs may not be accepted by current or prospective students or by the employers of our graduates. Students and faculty increasingly rely on personal communication devices and expect that we will be able to adapt our information technology platforms and our educational delivery methods to support these devices and any new technologies that may develop. Even if our institutions are able to develop acceptable new programs and adapt to new technologies (such as AI and machine learning), our institutions may not be able to begin offering those new programs and technologies as quickly as required by prospective students and employers or as quickly as our competitors begin offering similar programs. If we are unable to adequately respond to changes in market requirements due to regulatory or financial constraints, unusually rapid technological changes or other factors, our ability to attract and retain students could be impaired, the rates at which our graduates obtain jobs involving their fields of study could suffer and our results of operations and cash flows could be materially adversely affected.

We report revenues, costs and earnings in U.S. dollars, while our institutions generally collect tuition in the local currency. Exchange rates between the U.S. dollar and the local currency in the countries where we operate institutions are likely to fluctuate from period to period. In 2024,2025, essentially all of our revenues originated outside the United States. We translate revenues and other results denominated in foreign currencies into U.S. dollars for our consolidated financial statements. This translation is based on average exchange rates during a reporting period. While the Mexican peso and the Peruvian nuevo sol strengthened against the U.S. dollar by the end of 2025 compared to the beginning of the year, the U.S. dollar has strengthened against those currencies in the recent past. As the exchange rate of the U.S. dollar strengthens, as occurred in 2024 and as we expect will continue to occur in 2025 with respect to the Mexican peso, our reported international revenues and earnings are reduced because foreign currencies translate into fewer U.S. dollars. For the year ended December 31, 2024,2025, a hypothetical 10% adverse change in average annual foreign currency exchange rates would have decreased our revenue, operating income and Adjusted EBITDA by approximately $156.6$170.2 million, $43.6$49.7 million and $50.4$57.3 million, respectively. For more information, see “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”

To the extent that foreign revenues and expense transactions are not denominated in the local currency and/or to the extent foreign earnings are reinvested in a currency other than their functional currency, we are also subject to the risk of transaction losses. We occasionally enter into foreign exchange forward contracts or other hedging arrangements to reduce the earnings impact of non-functional currency denominated non-trade receivables and debt and to protect the U.S. dollar value of our assets and future cash flows with respect to exchange rate fluctuations. Given the volatility of exchange rates, there is no assurance that we willmay not be able to effectively manage currency transaction and/or translation risks. Therefore, volatility in currency exchange rates may have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a multinational corporation, we are subject to income taxes as well as non-income based taxes in the United States and various foreign jurisdictions. The determination of our provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. In addition, changes in the valuation of our deferred tax assets and liabilities, or changes in tax laws, regulations and accounting principles, could have a material adverse effect on our future income taxes. WeIn havethe ordinary course, we do not recordedrecord deferred tax liabilities for undistributed foreign earnings because our strategy is to reinvest these earnings outside the United States. As circumstances change and if some or all of these undistributed foreign earnings are remitted to the United States, we may be required to recognize deferred tax liabilities on any amounts that we are unable to repatriate in a tax-free manner.

We rely upon our information technology systems and infrastructure to operate our business. We run the online operations of our institutions on different platforms, which are in various stages of development. We also periodically implement new or enhanced business processes, enterprise and information systems. Implementation of such systems requires the commitment of significant personnel, training and financial resources, and entails risks to our business operations. The performance and reliability of these online operations are critical to the reputation of our institutions and our ability to attract and retain students. Any computer system error or failure, delay or unsuccessful implementation of new or enhanced systems, or a sudden and significant increase in traffic on our institutions’ computer networks or those of our third-party providers, may result in the unavailability of these computer networks. In addition, any significant failure of our computer networks could disrupt our on-campus operations. Individual, sustained or repeated occurrences could significantly damage the reputation of our institutions’ operations and result in a loss of potential or existing students. Additionally, our computer systems (and those of our third-party providers) and operations of our institutions are vulnerable to interruption or malfunction due to events beyond our control, including cyber-attacks, natural disasters and other catastrophic events and network and telecommunications failures. Like other global companies, our computer systems are regularly subject to and will continue to be the target of computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations (including through the use of AI). While we have experienced attacks and threats to our data and systems, to date, we are not aware that we have experienced a material cyber-security breach. However, over time, the sophistication of these threats continues to increase. The preventative actions we take to reduce the risk of cyber incidents and protect our information and systems may be insufficient. A user who circumvents security measures could misappropriate proprietary information or cause interruptions to or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these incidents. Further, the disaster recovery plans and backup systems that we have in place may not be effective in addressing a natural disaster or catastrophic event that results in the destruction or disruption of any of our critical business or information technology and infrastructure systems. As a result of any of these events, we may not realize anticipated productivity improvements or cost efficiencies and may experience interruptions in service and operational difficulties, which could result in quality issues, reputational harm and lost market opportunities. Further, we may not be able to conduct normal business operations and may be required to incur significant expenses in order to resume normal business operations. As a result,result of these risks, our revenues and results of operations may be materially adversely affected.

Due to the sensitive nature of the information contained on our networks, such as students’ grades and financial or other personal information, our networks have been targeted in the past,past and may be a target in the future by hackers. A user who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations. Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy. See above risk factor regarding threats experienced by us and other global companies as continued targets of cyber security attacks and that, despite having experienced attacks and threats, we are not aware that we have experienced a material cyber-security breach. The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient. A user who circumvents security measures could misappropriate personal or proprietary information. See also “Connectivity constraints or technology system breaches and/or disruptions to our computer networks could have a material adverse effect on our ability to attract and retain students and subject us to liability, reputational damage or interrupt the operation of our business” above. In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches.

Recent technological advances in AI and machine-learning technology both present opportunities and pose risks to us. We use AI technologies in our offerings and technological platforms, and we are making investments in expanding the use of AI throughout our business. Other higher education institutions and online educational programs, however, may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. If we fail to keep pace with rapidly evolving technological developments in AI,AI or other emerging technologies, our competitive position and business results may suffer.

A number of our institutions in Mexico and Peru are located in areas that are prone to damage from natural or other disasters and major weather events, which may be substantial and may occur with higher frequency or severity or be less predictable in the future due to the effects of climate change. For example, in 2023, the weather phenomenon known as El Niño returned. Peru and its economy are particularly vulnerable to El Niño, which generally results in an increase in storms, flooding and mudslides. Depending upon the severity of El Niño events and itstheir resulting impact on Peru and its economy, we may experience a range of disruptions, including reductions in enrollment, campus closures and flood-related damage, which could have a material adverse effect on our financial condition and results of operations. In addition, a number of our institutions in Mexico and Peru are located in areas that are prone to earthquake damage. For example, in 2017, a magnitude 7.1 earthquake struck Mexico, causing a temporary suspension of activities at several UVM and UNITEC campuses that lasted 12 days on average, and we incurred significant direct costs for repairs due to the earthquake. It is possible that one or more of our institutions would be unable to operate for an extended period of time in the event of a hurricane, earthquakeearthquake, flood, landslide or other disaster that causes substantial damage to the area in which an institution is located. The failure of one or more of our institutions to operate for a substantial period of time could have a material adverse effect on our results of operations. In the event of a major natural or other disaster, we could also experience loss of life of students, faculty members and administrative staff, or liability for damages or injuries.

If we are unable to upgrade our campuses, they may become less attractive to parents and studentsstudents, and we may fail to grow our business.

Doing business on a worldwide basis requires us to comply with the laws and regulations of numerous jurisdictions. These laws and regulations place restrictions on our operations and business practices. In particular, we are subject to the FCPA, which generally prohibits companies and their intermediaries from providing anything of value to foreign officials for the purpose of obtaining or retaining business or securing any improper business advantage, along with various other anti-corruption laws. As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures willmay not work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. We cannot assure you that all of our local partners will comply with these laws, in which case we could be held liable for actions taken inside or outside of the United States, even though our partners may not be subject to these laws. Any development of new partnerships and joint venture relationships worldwide would increase the risk of FCPA violations in the future.

You should read the following discussion of our financial condition and results of operations and financial condition with the audited historical consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (Form 10-K).10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Item 1A. Risk Factors” section of this Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” on page 2 of this Form 10-K.

•Private education providers in Mexico constitute approximately 39% of the total higher-education market. The private sector plays a meaningful role in higher education, bridging supply and demand imbalances created by a lack of capacity at public universities. Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 30 campuses. Students in our Mexican institutions typically finance their own education.

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 theboth 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.” 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.”

The majority of our revenue is derived from tuition andrevenue educationalfrom services.enrolled students. The amount of tuition generated in a given period depends on the price per credit hour and the total credit hours or price per program taken by the enrolled student population. The price per credit hour varies by program, by market and by degree level. Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships and other discounts, refunds and waivers. In addition to tuition revenues, we generate other revenues from student feesfees, 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. The main drivers of changes in revenues between periods are student enrollment and price. We continually monitor market conditions and carefully adjust our tuition rates to meet local demand levels. We proactively seek the best price and content combinations to remain competitive in all the markets in which we operate.

While the USD is our reporting currency, our institutions are located in Mexico and Peru and operate in other functional currencies, namely the Mexican peso and Peruvian nuevo sol. We monitor the impact of foreign currency movements and the correlation between the local currency and the USD. Our revenues and expenses are generally denominated in local currency. The principal foreign exchange exposure is the risk related to the translation of revenues and expenses incurred in each country from the local currency into USD. See “Item 1A—Risk Factors—Risks Relating to Our Business—Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange rates.” In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we present organic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current year, and then excludes the impact of otherany items,acquisitions asand described in the segment results.divestitures.

Our consolidated income tax provision is derived based on the combined impact of federal, state and foreign income taxes. Also, discrete items can arise in the course of our operations that can further affect the Company’s effective tax rate for the period. Our tax rate fluctuates from period to period due to changes in the mix of earnings between our tax-paying entities and our loss-making entities for which it is not ‘more likely than not’ that a tax benefit will be realized on the loss. See “Item 1A—Risk Factors—Risks Relating to Our Business—We may have exposure to greater-than-anticipated tax liabilities.”

Many countries have enacted legislation and adopted policies to implement the global minimum tax resulting from the OrganisationOrganization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project. Significant details and guidance around compliance with the global minimum tax provisions are still pending. For countries that have enacted the global minimum tax, such taxes generally became effective for the Company beginning in 2024.2024, with filing requirements expected to begin in 2026. Income tax expense could be adversely affected as the legislation becomes effective in countries in which we do business. We will continue to monitor pending legislation and implementation by individual countries in which we operate, and we do not expect the global minimum tax provisions to have a material impact on our results of operations, financial position or cash flows.

Revenues increased by $82.3 million to $1,566.6 million for 2024 from $1,484.3 million for 2023. This increase was attributable to higher average total organic enrollment at our institutions, which increased revenues by $73.6 million compared to 2023. In addition, the effect of changes in tuition rates and enrollments in programs at varying price points (“product mix”),mix, pricing and timing increased revenues by $34.8 million compared to 2023. These increases in revenues were partially offset by the effect of a net change in foreign currency exchange rates, which decreased revenues by $26.3 million, mainly driven by the weakening of the Mexican peso against the USD compared to 2023. Other Corporate and Eliminations changes accounted for an increase in revenues of $0.2 million.

Other non-operating income (expense) changed by $123.0 million to an income of $50.5 million for 2024 from an expense of $(72.5) million for 2023. This change in other non-operating income was attributable to a gain on foreign currency exchange for 2024 compared to a loss for 2023 for a change of $126.4 million, mainly related to intercompany loan arrangements. Additionally, other income was higher by $1.5 million compared to 2023. These increases in non-operating income were partially offset by a loss on disposal of subsidiaries for 2024 compared to a gain for 2023 for a change of $4.9 million, primarily attributable to the release of accumulated foreign currency translation balances upon the liquidation of certain subsidiaries.

We define Adjusted EBITDA as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income, and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense,expense and loss on impairment of assets and expenses related to our Excellence-in-Process (EiP) initiative.assets. Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

We have two reportable segments: Mexico and Peru, as discussed in Overview. For purposes of the following comparison of results discussion, “segment direct costs” represent direct costs incurred by the segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets,assets and share-based compensation expense and EiP implementation expenses have been excluded. Organic enrollment is based on average total enrollment for the period. For a further description of our segments, see Overview.

Adjusted EBITDA increased by $29.5 million, a 17% increase from 2023, mainly driven by higher revenues.2023.

Comparison of MexicoPeru Results for the Year Ended December 31, 20232025 to the Year Ended December 31, 20222024

•Revenues from our MexicoPeru segment represented 53%48% of our consolidated total revenues for 20232025 compared to 50%46% for 2022.2024.

Adjusted EBITDA increased by $53.6$45.2 million, a 43%16% increase from 2022, mainly driven by higher revenues, partially offset by higher costs associated with return-to-campus expenses.2024.

RevenuesAdjusted increasedEBITDA decreased by $77.5$3.5 million, a 12%1% increasedecrease from 2022.2023.

The following information for our reportable segments is presented as of MarchJune 31,30, 2026:

Summary Comparison of Consolidated Results for the Three Months Ended March 31, 2026 and 2025

Comparison of Consolidated Results for the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

Revenues increased by $36.4$91.7 million to $272.6$615.9 million for the three months ended MarchJune 31,30, 2026 (the 2026 fiscal quarter) from $236.2$524.2 million for the three months ended MarchJune 31,30, 2025 (the 2025 fiscal quarter). ThisThe increase in revenues was primarilyattributable drivento: by(1) a net change in foreign currency exchange rates,rates which increased revenues by $34.8$51.1 million, mainly due to the strengthening of the Mexican peso and the Peruvian nuevo sol against the USD compared to the 2025 fiscal quarter.quarter; In addition, the increase was attributable to(2) the effect of higher average total enrollment at our institutions,institutions during the 2026 fiscal quarter, which increased revenues by $9.6$31.8 million compared to the 2025 fiscal quarter.quarter; Theseand increases(3) inthe revenueseffect were partially offset byof changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing, which decreasedincreased revenues by $7.9$8.9 million compared to the 2025 fiscal quarter 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 quarter asmillion, compared to the 2025 fiscal quarter. These increases were partially offset by changes in Other Corporate and Eliminations which accounted for thea remainingdecrease differencein revenues of $0.1 million.

Direct costs and general and administrative expenses combined increased by $50.7$61.5 million to $300.1$392.4 million for the 2026 fiscal quarter from $249.4$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 $34.9$33.1 million, mainly 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 $15.8$27.9 million compared to the 2025 fiscal quarter,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.

Other non-operating incomeexpense (expense) changeddecreased by $4.7$22.8 million to income of $1.5$2.0 million for the 2026 fiscal quarter from an expense of $(3.2)$24.8 million for the 2025 fiscal quarter. This changedecrease was primarily attributable to: (1) a gain onsmaller foreign currency exchange loss during the 2026 fiscal quarter compared to a loss during the 2025 fiscal quarter for a change of $4.2$23.6 million, related to revaluation of items denominated in currencies different than the functional currency, including intercompany loan arrangements;arrangements. and (2) an increase in otherOther income of $0.5 millionaccounted for the 2026remaining fiscalchange quarter.of $0.8 million.

Income tax benefitexpense (expense) changedincreased by $8.2$12.3 million to a benefit of $5.7$81.7 million for the 2026 fiscal quarter from an expense of $(2.5)$69.4 million for the 2025 fiscal quarter. This changeincrease mainlywas resultedpartially fromattributable to the year-over-year effect of a largerhigher pretax lossincome during the 2026 fiscal quarter as compared to the 2025 fiscal quarter dueas primarilywell toas the net unfavorableyear-over-year effect of intra-yeara academicdiscrete calendartax timingbenefit attributablethat towas laterrecorded semester start dates in the 2026 fiscal quarter than induring the 2025 fiscal quarter.quarter Inupon addition,resolution there wasof a decrease in the statutory interest on certain tax liabilitiescontingency that is recorded as a component of income tax expense, duerelated to a reductiondormant in the required statutory interest rate as well as a lower average balance of these tax liabilities during the 2026 fiscal quarter as compared to the 2025 fiscal quarter.subsidiary.

The following table presents Adjusted EBITDA and reconciles Net lossincome to Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 and 2025:

Comparison of Depreciation and Amortization for the Three Months Ended MarchJune 31,30, 2026 and 2025

The following table,tables, derived from our consolidated financial statements included elsewhere in this Form 10-Q, present selected financial information of our segments:

Comparison of Mexico Results for the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

Revenues increased by $21.3$51.6 million, ana 11%24% increase from the 2025 fiscal quarter.

Adjusted•On EBITDAa decreasedconstant currency basis, revenue increased by $11.510% million,compared a 22% decrease fromto the 2025 fiscal quarter.

•On a constant currency basis, Adjusted EBITDA decreasedincreased by 33%, primarily driven by an unfavorable effect of intra-year academic calendar timing attributable to later semester start dates in the 2026 fiscal quarter9% compared to the 2025 fiscal quarter.

Comparison of Peru Results for the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

•On a constant currency basis, Adjusted EBITDArevenue increased by 18%6% compared to the 2025 fiscal quarter, due in part to a favorable effect from academic calendar timing.quarter.

Comparison of Corporate Results for the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

As of MarchJune 31,30, 2026, our cash and cash equivalents were $157.4$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 MarchJune 31,30, 2026, the Company had $75.0 millionan outstanding balance of $75.0 million borrowed under the Revolving Credit Facility.

Our liquidity is affected by restricted cash balances, which totaled $5.6$5.7 million as of MarchJune 31,30, 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.

We earn a significant portion of our income from subsidiaries located in countries outside the United States. As of MarchJune 31,30, 2026, $147.9$154.9 million of our total $157.4$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.

As of MarchJune 31,30, 2026, our debt obligations consisted of lines of credit and short-term borrowing arrangements of subsidiaries and notes payable, which totaled $63.9$64.4 million. In addition, our finance lease obligations were $78.2$83.8 million.