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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2024
	For the fiscal year ended June 30, 2025
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____to _____
	Commission File Number: 001-13988

Adtalem Global Education Inc.

(Exact name of registrant as specified in its charter)

Delaware	36-3150143
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
500 West Monroe Street
233 South Wacker Drive
Chicago, Illinois	~~60661~~60606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number; including area code (312) 651-1400

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	ATGE	New York Stock Exchange
Common stock, $0.01 par value per share	ATGE	~~Chicago~~NYSE ~~Stock Exchange~~Texas

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ◻

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ◻☐ Non-accelerated filer ◻☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. þ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes ☐ No þ

As of December 31, ~~2023~~2024, the aggregate market value of the registrant’s outstanding common equity held by non-affiliates was $23,~~277~~313,~~779~~274,~~425~~335, based on the closing price of the registrant’s common stock on December 2931, ~~2023~~2024, the last trading day of the registrant’s most recently completed second fiscal quarter.

As of July 31, ~~2024~~2025, there were 3735,~~689~~955,~~832~~712 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference to the registrant’s definitive proxy statement with respect to the ~~2024~~2025 annual meeting of shareholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended June 30, ~~2024~~2025.

Adtalem Global Education Inc.

Form 10-K

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		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1615
Item 1B.	Unresolved Staff Comments	2928
Item 1C	Cybersecurity	29
Item 1C.	Cybersecurity	28
Item 2.	Properties	3130
Item 3.	Legal Proceedings	3231
Item 4.	Mine Safety Disclosures	3231
	Information About Our Executive Officers	3231

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3433
Item 6.	[Reserved]	3635
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3635
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5350
Item 8.	Financial Statements and Supplementary Data	5351
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~102~~88
Item 9A.	Controls and Procedures	~~102~~88
Item 9B.	Other Information	~~103~~89
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~103~~89

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~103~~89
Item 11.	Executive Compensation	~~104~~90
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~104~~90
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~104~~90
Item 14.	Principal Accountant Fees and Services	~~104~~90

PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~104~~90
Item 16.	Form 10-K Summary	~~108~~94
	Signatures	~~109~~95

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Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this Annual Report on Form 10-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In particular, information appearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Adtalem’s future growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “potential,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. ~~These~~Important ~~risks~~factors ~~and~~that ~~uncertainties~~could ~~include~~cause actual results to differ materially from the ~~risk~~expectations ~~factors~~expressed ~~described~~or implied by our forward-looking statements are disclosed in Item 1A. “Risk Factors,” and elsewhere in this document (including, without limitation, in conjunction with the forward-looking statements themselves and under the heading “Critical Accounting Estimates”), all of which should be read in conjunction with the forward-looking statements in this Annual Report on Form 10-K. ~~These~~You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking statements. We caution you that these factors may not contain all of the factors that are important to you. We cannot assure you that we will realize the results, performance or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. All forward-looking statements are based on information available to us as of the date any such statements are made, and Adtalem assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

PART I

Item 1. Business

Overview

In this Annual Report on Form 10-K, Adtalem Global Education Inc., together with its subsidiaries, is collectively referred to as “Adtalem,” “we,” “our,” “us,” or similar references. Adtalem was incorporated under the laws of the State of Delaware in August 1987. Our executive offices are located at ~~500~~233 ~~West~~South ~~Monroe~~Wacker ~~Street~~Drive, Chicago, Illinois, ~~60661~~60606, and the telephone number is (312) 651-1400.

Adtalem is the leading healthcare educator in the U.S. and a systemically important solution for preparing a diverse talent workforce that meets the needs of the healthcare industry. The purpose of Adtalem is to empower students to achieve their goals, find success, and make inspiring contributions to our global community.

~~The~~ Adtalem ~~family~~is comprised of ~~institutions~~five ~~offers~~like-kind ~~programs~~institutions, with aprograms ~~focus~~focusing inon healthcare, including nursing, ~~medicine, veterinary medicine,~~ social and behavioral sciences, medicine, veterinary medicine, and more. Adtalem operates ~~through five institutions:~~ Chamberlain University (“Chamberlain”), Walden University (“Walden”), American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”), which comprises more than 8090,000 students learning at multiple campuses and online. Adtalem’s institutions have an alumni community of ~~over~~approximately ~~300~~350,000.

Adtalem is a mission driven organization, committed to ~~advancing health equity, addressing social determinates of health and~~ delivering highly qualified healthcare clinicians to urban and rural communities as a scaled provider of workers to the U.S. healthcare system.

Adtalem remains focused on expanding access to aspiring students through a seamless student experience, leveraging innovative learning technologies, ~~diversifying~~bringing ~~into~~ new ~~program~~programs ~~areas~~to market, and ~~integrating~~utilizing our ~~five~~Growth ~~institutions,~~with ~~providing~~Purpose operating model to provide the infrastructure necessary to meet the needs of where, when, and how students learn best.

Adtalem aims to create value for society and its stakeholders by offering responsive educational programs that are supported by exceptional services to its students and delivered with integrity and accountability. Towards this vision, Adtalem is proud to play a vital role in expanding access to higher education.

On August 12, 2021, Adtalem completed its $1.5 billion acquisition of all the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company (“e-Learning”), and its subsidiary, Walden University, LLC, a Florida limited liability company, from Laureate Education, Inc. (“Laureate” or “Seller”).

On March 10, 2022, Adtalem completed the sale of Association of Certified Anti-Money Laundering Specialists (“ACAMS”), Becker Professional Education (“Becker,”) and OnCourse Learning (“OCL”) for $962.7 million, net of cash

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of $21.5 million, subject to post-closing adjustments. On June 17, 2022, Adtalem completed the sale of EduPristine for de minimis consideration.

Segments Overview

We present three reportable segments as follows:

Chamberlain – ~~Offers~~This segment includes the operations of Chamberlain, which offers degree and certificate programs in the nursing and health professions postsecondary education industry.

Walden – ~~Offers~~This segment includes the operations of Walden, which offers degree and certificate programs, including those in nursing, education, counseling, business, information technology, psychology, public health, social work and human services, public administration and public policy, and criminal justice.

Medical and Veterinary – ~~Offers degree and certificate programs in the medical and veterinary postsecondary education industry.~~ This segment includes the operations of AUC, RUSM, and RUSVM, ~~which are~~ collectively referred to as the “medical and veterinary schools.,” which offers degree and certificate programs in the medical and veterinary postsecondary education industry.

Chamberlain

Chamberlain was founded in 1889 as Deaconess College of Nursing and acquired by Adtalem in 2005. In May 2017, Chamberlain College of Nursing broadened its reach in healthcare education through the establishment of Chamberlain University and now offers its programs through its College of Nursing and College of Health Professions.

Chamberlain’s nursing degree offerings include a three-year onsite and online pre-licensure Bachelor of Science in Nursing (“BSN”) degree, an online post-licensure BSN degree completion option for Registered Nurses (“RN-BSN”), an online Master of Science in Nursing (“MSN”) degree, including Nurse Practitioner tracks and other specialties, and the online Doctor of Nursing Practice (“DNP”) degree.

Through its College of Health Professions, Chamberlain offers an online Master of Public Health (“MPH”) degree program, an online Master of Social Work (“MSW”) degree program, and an onsite Master of Physician Assistant Studies (“MPAS”) degree program ~~at the Chicago, Illinois campus~~.

Chamberlain provides an educational experience distinguished by a high level of care for students, academic excellence, and integrity delivered through its 23 campuses and online. Chamberlain is committed to graduating health professionals who are empowered to transform healthcare ~~worldwide~~delivery. ~~Chamberlain had 36,750 students enrolled in the May 2024 session, an increase of 10.4% compared to the same session last year.~~

Chamberlain’s pre-licensure BSN program enables students to complete their degree in three years of full-time study as opposed to the typical four-year BSN program with summer breaks. Beginning in September 2019, Chamberlain began offering an evening/weekend BSN option at select campuses. In September 2020, Chamberlain launched its online BSN option that offers a blend of flexibility, interactivity, and experiential learning.

Students who already have passed their National Council Licensure Examination (“NCLEX”) exam and achieved RN designation through a diploma or associate degree can complete their BSN degree online through Chamberlain’s RN-BSN completion option in three semesters of full-time study, although most students enroll part-time while they continue working as nurses.

The online MSN degree program offers five non-direct-care specialty tracks: Nurse Educator, Nurse Executive, Nursing Informatics, Population Health, and Healthcare Policy. The accelerated MSN program offers a Clinical Nurse Leadership concentration. The accelerated RN-MSN program offers associate or diploma-prepared RNs an opportunity to earn an MSN versus a BSN with the option of completing the Advanced Generalist concentration in one year of full-time study and the Clinical Nurse Leadership concentration in one and a half years of full-time study.

Chamberlain also offers four direct-care nurse practitioner tracks: Family Nurse Practitioner (“FNP”), Adult-Gerontology Acute Care Nurse Practitioner (“AGACNP”), Adult-Gerontology Primary Care Nurse Practitioner (“AGPCNP”), and Psychiatric-Mental Health Nurse Practitioner (“PMHNP”). The FNP, AGACNP, AGPCNP, and PMHNP, programs are designed to be completed in two and a half years of part-time study.

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(“AGPCNP”), and Psychiatric-Mental Health Nurse Practitioner (“PMHNP”). The FNP, AGPCNP, AGACNP, and PMHNP, programs are designed to be completed in two and a half years of part-time study.

The online DNP degree program is based on the eight essentials of doctoral education outlined by the American Association of Colleges of Nursing (“AACN”). The program can be completed in five to six semesters of study.

Chamberlain’s College of Health Professions MPH degree program focuses on preparing students through interdisciplinary coursework to become public health practitioners serving communities and populations to promote healthy communities and to work to address health problems and health-related issues such as disease, poverty, ~~health access disparities,~~ and violence. The MSW degree program ~~aims to develop and empower students to be agents of social change in their communities and throughout the world. The MSW degree program~~ prepares students for generalist or specialized practice and offers three tracks, including Crisis and Response Interventions, Trauma, and Medical Social Work. The program offers both a traditional and advanced standing option. The advanced standing option is for students who have completed a baccalaureate degree in social work. The MPAS degree program prepares students for the practice of general medicine as Physician Assistants in collaboration with a licensed physician and healthcare team and is designed to be completed in two years.

Student Admissions and Admissions Standards

Pre-Licensure BSN Program

The Chamberlain undergraduate pre-licensure admission process comprises two phases: Academic Eligibility and Clinical Clearance. Applicants must complete both to be eligible for admission. Determining Academic Eligibility is the role of the Chamberlain BSN Unified Admission Committee. The committee reviews applicants using a weighted evaluation system that considers several factors which may include previous coursework, grade point average, ACT/SAT scores and Health Education Systems, Inc. (“HESI”) Admission Assessment (A2) scores. All applicants deemed academically eligible by the committee must then initiate the Clinical Clearance phase which includes drug, background, and fingerprint screenings, and clear all screenings within 120 days of the session start date. Applicants who enroll in the original session applied for may be granted full acceptance by signing a self-attestation and disclosure indicating their ability to clear all screenings within 120 days of the session start date. Chamberlain enrolls students in its pre-licensure program at least three times per year, during the January, May, and September sessions and select campuses may offer additional opportunities to start.

RN-BSN Option

Admission to the RN-BSN option requires a nursing diploma or Associate Degree in Nursing from an accredited institution, a minimum grade point average of 2.0, and a current, active, unrestricted RN license in the U.S. or other jurisdiction that is an associate member of the National Council of State Boards of Nursing (“NCSBN”). Chamberlain enrolls students in its RN-BSN program six times per year, during the January, March, May, July, September, and November sessions.

Graduate Programs

To enroll in graduate programs, students must have the requisite undergraduate academic degree from an accredited institution and a specified minimum grade point average. Applicants to some programs are also required to provide additional materials and information such as recommendation letters or background checks and/or interview with and be approved by faculty.

Chamberlain enrolls students in its graduate nursing, MPH, and MSW programs six times per year, during the January, March, May, July, September, and November sessions. Chamberlain enrolls students in its graduate MPAS program once a year in the September session.

Walden

For more than 50 years, Walden has provided an engaging learning experience for working professionals. Walden’s ~~mission~~seeks is to ~~provide~~empower astudents ~~diverse~~to ~~community~~use oftheir ~~career~~new ~~professionals~~knowledge ~~with the opportunity~~ to ~~transform~~think ~~themselves~~creatively asabout ~~scholar~~problem-~~practitioners~~solving ~~so that they can effect positive social change. Walden seeks~~ to ~~empower~~improve ~~students to use their new knowledge~~ society.

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toIn ~~think~~addition, ~~creatively~~Walden ~~about~~has ~~problem-solving~~rich ~~for~~experience ~~social~~in ~~good~~delivering innovative accelerated programs through distance delivery. ~~This~~Walden ~~mission~~also ofhas ~~education~~experience asin ~~applied~~delivering accelerated course-based programs where students can customize modalities to ~~promoting~~speed ~~social~~their ~~good~~time ~~has~~to ~~allowed~~completion and degree completion programs (for example, the RN-BSN). Walden tocurrently ~~attract~~offers anmore ~~extraordinary~~than ~~community~~25 programs/specializations and one certificate in a direct assessment competency-based education format through its Tempo Learning® modality. Through a culture of ~~students~~assessment and ~~faculty~~continuous ~~members~~improvement, ~~who~~Walden ~~share~~has adeveloped ~~commitment~~the organization and resources required to ~~using~~deliver ~~knowledge~~a quality academic learning experience to ~~create~~working ~~real~~adults ~~and~~via ~~lasting~~distance ~~positive~~delivery. ~~social~~All ~~change~~Walden academic programs are delivered in an online format.

Founded in 1970 and first accredited by the Higher Learning Commission (“HLC”) in 1990, Walden has a strong legacy of providing innovative and alternative degree programs for adult students. Walden has grown to support more than 100 degree and certificate programs—including programs at the bachelor’s, master’s, education specialist, and doctoral levels—with over 350 specializations and concentrations. As of June 30, 2024, total student enrollment at Walden was 41,845, an increase of 11.3% compared to June 30, 2023. A primarily graduate institution, Walden has ranked #1 among 380 accredited institutions for awarding research doctorates to African American students and #1 in awarding graduate degrees in multiple disciplines to African American students. Walden has ranked #3 for awarding research doctoral degrees in psychology, public health, and social service professions to Hispanic students.

In addition, Walden has rich experience in delivering innovative accelerated programs through distance delivery. Walden also has experience in delivering accelerated course-based programs where students can customize modalities to speed their time to completion and degree completion programs (for example, the RN-BSN). Walden currently offers more than 25 programs/specializations and 1 certificate in a direct assessment competency-based education format through its Tempo® Learning modality. Through a culture of assessment and continuous improvement, Walden has developed the organization and resources required to deliver a quality academic learning experience to working adults via distance delivery. All Walden academic programs are delivered in an online format.

Walden’s colleges and programs are structured within two main divisions – the Division of Health Care Access and Quality and the Division of Social Support for Healthy Communities.

Walden believes this organizational structure supports its mission via a focused effort promoting healthy communities and healthy people, as identified through the U.S. Department of Health and Human Services’ Office of Disease Prevention and Health Promotion’s national effort in this area known as Healthy People 2030~~, supported by the Social Determinants of Health Framework~~.

Student Admissions and Admissions Standards

Walden has a long-standing commitment to providing educational opportunities to ~~a diverse group of~~ learners across all degree levels. Walden’s programs are enriched by the cultural, economic, and educational backgrounds of its students and instructors. In the admissions process, Walden selects individuals who can benefit from a distributed educational or online learning approach and who will use their Walden education to contribute to their academic or professional communities.

For admissions review to take place, applicants must submit an online application for their intended program of study and an official transcript with a qualifying admitting degree from a U.S. school accredited by a regional, professional/specialized, or national accrediting organization recognized by the Council for Higher Education Accreditation or the U.S. Department of Education (“ED”), or from an appropriately accredited non-U.S. institution. Additional materials or requirements to submit may vary depending on the academic program.

All applicants to the bachelor’s program are required to have earned, at a minimum, a recognized high school diploma, high school equivalency certificate, or other state-recognized credential of high school completion. Applicants with degrees and coursework from a non-U.S. institution have their academic record evaluated for comparability to a U.S. degree or coursework by our Global Transcript Evaluation (“GTE”) service offered by Walden or any credential evaluation service that is a member of the National Association of Credential Evaluation Services (“NACES”) or member of Association of International Credential Evaluators (“AICE”).

Applicants may be offered conditional admission to Walden with a stipulation for academic performance at the level of a grade point average of 3.0 or higher for master’s and doctoral students or a grade point average of 2.0 or higher for undergraduate students, the successful completion of academic progress requirements during the initial term(s) of enrollment, the completion of prerequisites, and/or other stipulations (including receipt of official records).

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Medical and Veterinary

Together, AUC, RUSM, and RUSVM, along with the Medical Education Readiness Program (“MERP”) and the Veterinary Preparation Program, had 4,726 students enrolled in the May 2024 semester, a decrease of 2.9% compared to the same semester last year.

AUC and RUSM

AUC, founded in 1978 and acquired by Adtalem in 2011, provides medical education and confers the Doctor of Medicine degree. AUC is located in St. Maarten and ishas ~~one~~graduated ~~of the most established international medical schools in the Caribbean, having produced~~ over 7,500 ~~graduates~~physicians ~~from over 78 countries~~ since ~~its founding~~inception. The mission of AUC is to train tomorrow’s physicians, whose service to their communities and their patients is enhanced by international learning experiences, ~~a diverse learning community,~~ and an emphasis on social accountability and engagement.

RUSM, founded in 1978 and acquired by Adtalem in 2003, provides medical education and confers the Doctor of Medicine degree. RUSM is located in Barbados and has graduated ~~more~~over ~~than~~ 15,000 physicians since inception. The mission of RUSM is to deliver an innovative and experiential medical education program in an inclusive environment of scholars that fosters professional growth and leadership ~~for~~and atrains ~~diverse pool of~~ students to become ethical, compassionate, and patient-centric, ~~culturally competent~~ physicians who advance healthcare in local and global communities.

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AUC’s and RUSM’s programs consist of three academic semesters per year, which begin in January, May, and September, allowing students to begin their basic science instruction at the most convenient time for them.

Initially, AUC and RUSM students complete a program of concentrated study of medical sciences after which eligible students sit for U.S. Medical Licensing Examination (“USMLE”), Step 1, which assesses whether students understand and can apply scientific concepts that are basic to the practice of medicine. Under AUC and RUSM direction, students then complete the remainder of their program by participating in clinical rotations conducted at over 40 affiliated teaching hospitals or medical centers connected with accredited graduate medical education programs in the U.S., Canada, and the U.K. Towards the end of the clinical training and prior to graduation, AUC and RUSM students take USMLE, Step 2 CK (Clinical Knowledge), which assesses ability to apply medical knowledge, skills, and understanding of clinical science essential for the provision of patient care under supervision and includes emphasis on health promotion and disease prevention. ~~Successfully~~AUC ~~passing USMLE, Step 2 Clinical Skills previously was a requirement for graduation~~ and ~~for~~RUSM ~~certification~~students byuse the Educational Commission for Foreign Medical Graduates (“ECFMG”) pathways to enter the U.S. residency match. ~~USMLE Step 2 Clinical Skills has been discontinued indefinitely. ECFMG has developed alternative pathways to replace this requirement, for which AUC’s and RUSM’s graduates are generally eligible.~~

Upon successful completion of their medical degree requirements, students apply for a residency position in their area of specialty through the National Residency Matching Program (“NRMP”). This process is also known as “The Match”® and utilizes an algorithm to “match” applicants to programs using the certified rank order lists of the applicants and program directors.

Of first-time eligible AUC graduates, 9798% and 9895% attained residency positions in ~~2023~~2024 and ~~2024~~2025, respectively.

Of first-time eligible RUSM graduates, 98% and 9896% attained residency positions in ~~2023~~2024 and ~~2024~~2025, respectively.

In September 2019, AUC opened its medical education program in the U.K. in partnership with University of Central Lancashire (“UCLAN”). The program offers students a Post Graduate Diploma in International Medical Sciences from UCLAN, followed by their Doctor of Medicine degree from AUC. Students are eligible to do clinical rotations at AUC’s clinical sites, which include hospitals in the U.S., Canada, and the U.K. This program is aimed at preparing students for USMLEs.

Medical Education Readiness Program (“MERP”) is a 15-week medical school preparatory program focused on enhancing the academic foundation of prospective AUC and RUSM students and providing them with the skills they need to be successful in medical school and to achieve their goals of becoming physicians. Upon successful completion of the MERP program, students are guaranteed admission to AUC or RUSM.

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RUSVM

RUSVM, founded in 1982 and acquired by Adtalem in 2003, provides veterinary education and confers the Doctor of Veterinary Medicine, as well as Masters of Science and Ph.D. degrees. RUSVM is accredited by the American Veterinary Medical Association (“AVMA”). RUSVM is located in St. Kitts and has graduated nearly 6,000 veterinarians since inception. The mission of RUSVM is to provide the best learning environment to prepare students to become members and leaders of the worldwide public and professional healthcare team, advancing human and animal health–One Health–through research and knowledge exchange.

The RUSVM program is structured to provide a veterinary education that is comparable to educational programs at U.S. veterinary schools. RUSVM students complete a seven-semester, pre-clinical curriculum at the campus in St. Kitts. After completing their pre-clinical curriculum, RUSVM students enter a clinical clerkship under RUSVM direction lasting approximately 45 weeks at clinical affiliates located in the U.S., Canada, Australia, Ireland, New Zealand, and the U.K.

RUSVM offers a one-semester ~~Veterinary Preparatory Program (“~~Vet Prep”) Program designed to enhance the pre-clinical science knowledge and study skills that are critical to success in veterinary school.

Student Admissions and Admissions Standards

AUC, RUSM, and RUSVM employ regional admissions representatives in locations throughout the U.S. and Canada who provide information to students interested in their respective programs. A successful applicant must have completed the required prerequisite courses and, for AUC and RUSM U.S. students, taken the Medical College Admission Test (“MCAT”), while RUSVM applicants are strongly encouraged but not required to have completed the Graduate Record Exam (“GRE”). Candidates for admission must interview with an admissions representative and all admission decisions are made by the admissions committees of the medical and veterinary schools. AUC allows several entrance examinations for its international students.

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(“MCAT”), while RUSVM applicants are strongly encouraged but not required to have completed the Graduate Record Exam (“GRE”). Candidates for admission must interview with an admissions representative and all admission decisions are made by the admissions committees of the medical and veterinary schools. AUC allows several entrance examinations for its international students.

Market Trends and Competition

Chamberlain

Chamberlain competes in the U.S. nursing education market, which has more than 2,000 programs leading to RN licensure. These include four-year educational institutions, two-year community colleges, and less-than-2-year schools. The market consists of two distinct segments: pre-licensure nursing programs that prepare students to take the NCLEX-RN licensure exam and post-licensure nursing programs that allow existing RNs to advance their education.

In the pre-licensure nursing market, capacity limitations and restricted new student enrollment are common among traditional four-year educational institutions and community colleges. Chamberlain has 23 campuses located in 15 states and an online BSN program offered in 3336 states. In Fall ~~2023~~2024, according to data obtained from the American Association of Colleges of Nursing (“AACN”), Chamberlain had the largest pre-licensure program in the U.S. based on total enrollments.

In post-licensure nursing education, there are more than 700 institutions offering RN-BSN programs and more than 600 institutions offering MSN programs. Chamberlain’s RN-BSN degree completion option has received three certifications from Quality Matters, an independent global organization leading quality assurance in online teaching and learning environments. Chamberlain has earned the Online Learning Support, Online Teaching Support, and Online Learner Success certifications.

In Fall ~~2023~~2024, according to AACN data, Chamberlain had the largest ~~DNP~~BSN, MSN, FNP, and ~~FNP~~DNP programs in the U.S based on total enrollments.

Walden

The market for fully online higher education, in which Walden competes, remains a competitive and growing space. As a comprehensive university offering degrees at the bachelor’s, master’s and doctoral level, in addition to certificates and a school of lifelong learning, the competition varies depending on the degree level and the discipline. While Walden’s target market of working professionals 25 years and older was once underserved, it now has a variety of options to meet the growing need for higher education.

Walden has degree programs in nursing, education, counseling, business, information technology, psychology, public health, social work and human services, public administration and public policy, and criminal justice. Walden competes both with other comprehensive universities and also more narrowly focused schools, which may only offer a few degree programs. Given the growing and ever-changing market, Walden competes with a wide variety of higher education institutions as well as other education providers.

Walden competes with traditional public and private non-profit institutions and for-profit schools. As more campus-based institutions offer online programs, the competition for online higher education has been growing. Typically, public universities charge lower tuition compared with Walden due to state subsidies, government grants, and access to other financial resources. On the other hand, tuition at private non-profit institutions is higher than the average tuition rates at Walden. Walden competes with other educational institutions principally based on price, quality of education, reputation, learning modality, educational programs, and student services.

Walden has over 50 years of experience offering high quality distance education. Walden remains a leader in many areas and is one of the leading doctoral degree conferrers in nursing, public health, public policy, business/management, education, and psychology and one of the leading conferrers of master’s degrees in nursing, psychology, social work, human services, education, and counseling.

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target market of working professionals 25 years and older was once underserved, it now has a variety of options to meet the growing need for higher education.

Walden has degree programs in nursing, education, counseling, business, psychology, public health, social work and human services, public administration and public policy, and criminal justice. Walden competes both with other comprehensive universities and also more narrowly focused schools, which may only offer a few degree programs. Given the growing and ever-changing market, Walden competes with a wide variety of higher education institutions as well as other education providers.

Walden competes with traditional public and private non-profit institutions and for-profit schools. As more campus-based institutions offer online programs, the competition for online higher education has been growing. Typically, public universities charge lower tuitions compared with Walden due to state subsidies, government grants, and access to other financial resources. On the other hand, tuition at private non-profit institutions is higher than the average tuition rates at Walden. Walden competes with other educational institutions principally based on price, quality of education, reputation, learning modality, educational programs, and student services.

Medical and Veterinary

AUC and RUSM compete with U.S. schools of medicine, U.S. colleges of osteopathic medicine, and Caribbean medical schools as well as with international medical schools recruiting U.S. students who may be eligible to receive funding from ED Title IV programs. RUSVM competes with U.S.-based and international AVMA accredited schools.

There has been some recent expansion in the U.S. medical education and veterinary education enrollment capacities because of the growing supply/demand imbalance for medical doctors and veterinarians. Despite this expansion, management believes the imbalance will continue to spur demand for medical and veterinary education.

Accreditation and Other Regulatory Approvals

Educational institutions and their individual programs are awarded accreditation by achieving a level of quality that entitles them to the confidence of the educational community and the public they serve. Accredited institutions are subject to periodic review by accrediting bodies to ensure continued high performance and institutional and program improvement and integrity, and to confirm that accreditation requirements continue to be satisfied.

Chamberlain

Chamberlain is institutionally accredited by the HLC, an institutional accreditation agency recognized by ED. In addition to institutional accreditation, Chamberlain has also obtained programmatic accreditation for specific programs. BSN, MSN, DNP, and post-graduate Advanced Practice Registered Nurses (“APRN”) certificate programs are accredited by the Commission on Collegiate Nursing Education (“CCNE”). Chamberlain’s MPH program is accredited by the Council on Education for Public Health (“CEPH”). Chamberlain’s MSW program is accredited by the Council on Social Work Education (“CSWE”)’s Commission on Accreditation. The Accreditation Review Commission on Education for the Physician Assistant (“ARC-PA”) has granted Accreditation-Provisional status to the ~~Master~~MPAS ~~of Physician Assistant Studies~~ program. Accreditation-Provisional is an accreditation status granted when the plans and resource allocation, if fully implemented as planned, of a proposed program that has not yet enrolled students appear to demonstrate the program’s ability to meet the ARC-PA Standards or when a program holding Accreditation-Provisional status appears to demonstrate continued progress in complying with the Standards as it prepares for the graduation of the first class (cohort) of students. Accreditation-Provisional does not ensure any subsequent accreditation status. It is limited to no more than five years from matriculation of the first class. Additionally, Chamberlain is an accredited provider of nursing continuing professional development credits by the American ~~Nursing~~Nurses Credentialing Center.

Walden

Walden is also institutionally accredited by the HLC. In addition to its institutional accreditation, a number of Walden’s programs have obtained programmatic accreditation. The BS in Information Technology program is accredited by the Accreditation Board for Engineering and Technology. A number of business programs (BS in Business Administration, Master of Business Administration, MS in Finance, Doctor of Business Administration, and Ph.D. in Management) are accredited by the Accreditation Council for Business Schools and Programs (“ACBSP”). The BS and MS in Accounting programs are accredited by ACBSP’s Separate Accounting Accreditation. The BSN, MSN, Post-Master’s APRN certificates, and DNP programs are accredited by CCNE. The MS in Addiction Counseling, MS in School Counseling, MS in Clinical Mental Health Counseling, MS in Marriage, Couple, and Family Counseling, and Ph.D. in Counselor Education and Supervision programs are accredited by the Council for Accreditation of Counseling and Related Education Programs. Walden’s initial teacher preparation programs, BS in Elementary Education and Master of Arts in Teaching with a specialization in Special Education, and advanced educator preparation programs, education specialist in Educational Leadership and Administration and MS in Education with a specialization in Educational Leadership and Administration, in the Richard W. Riley College of Education and Human Sciences are accredited by the Council for the Accreditation of Educator Preparation. The MPH and Doctor of Public Health programs are accredited by the CEPH. The Bachelor of Social Work and MSW programs are accredited by the CSWE. Additionally, Walden is an accredited provider of continuing education credits by the American Nurses Credentialing Center.

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Walden

Walden is also institutionally accredited by the HLC. In addition to its institutional accreditation, a number of Walden’s programs have obtained programmatic accreditation. The BS in Information Technology program is accredited by the Accreditation Board for Engineering and Technology. A number of business programs (BS in Business Administration, Master of Business Administration, MS in Finance, Doctor of Business Administration, and Ph.D. in Management) are accredited by the Accreditation Council for Business Schools and Programs (“ACBSP”). The BS and MS in Accounting programs are accredited by ACBSP’s Separate Accounting Accreditation. The BSN, MSN, Post-Master’s APRN certificates, and DNP programs are accredited by CCNE. The MS in Addiction Counseling, MS in School Counseling, MS in Clinical Mental Health Counseling, MS in Marriage, Couple, and Family Counseling, and Ph.D. in Counselor Education and Supervision programs are accredited by the Council for Accreditation of Counseling and Related Education Programs. Walden’s initial teacher preparation programs, BS in Elementary Education and Master of Arts in Teaching with a specialization in Special Education, and advanced educator preparation programs, education specialist in Educational Leadership and Administration and MS in Education with a specialization in Educational Leadership and Administration, in the Richard W. Riley College of Education and Human Sciences are accredited by the Council for the Accreditation of Educator Preparation. The MPH and Doctor of Public Health programs are accredited by the Council on Education for Public Health. The Bachelor of Social Work and MSW programs are accredited by the CSWE. Additionally, Walden is an accredited provider of continuing education credits by the American Nursing Credentialling Center.

Medical and Veterinary

The Government of St. Maarten authorizes AUC to confer the Doctor of Medicine degree. AUC is accredited by the Accreditation Commission on Colleges of Medicine (“ACCM”). The ACCM is an international medical school accrediting organization for countries that do not have a national medical school accreditation body. The U.S. Department of Education National Committee on Foreign Medical Education and Accreditation (“NCFMEA”) has affirmed that the ACCM has established and enforces standards of educational accreditation that are comparable to those promulgated by the U.S. Liaison Committee on Medical Education (“LCME”). In addition, AUC is authorized to place students in clinical rotations in the majority of U.S. states, including California, Florida, and New York, where robust processes are in place to evaluate and approve an international medical school’s programs. AUC students can join residency training programs in all 50 states. AUC has also been deemed acceptable by the Graduate Medical Council (“GMC”), the accrediting body in the U.K., which allows AUC graduates to apply for residency programs in the U.K.

The Government of Barbados authorizes RUSM to confer the Doctor of Medicine degree through a registration process with the Barbados Accreditation Council. RUSM’s primary accreditor is Caribbean Accreditation Authority for Education in Medicine and other Health Professions (“CAAM-HP”). CAAM-HP is authorized to accredit medical programs by the government of Barbados. On July 26, 2018, Barbados authorized RUSM to confer the Doctor of Medicine degree. The NCFMEA has affirmed that CAAM-HP has established and enforces standards of educational accreditation that are comparable to those promulgated by the LCME. In addition, RUSM is authorized to place students in clinical rotations in the majority of U.S. states, including California, Florida, New Jersey, and New York, where robust processes are in place to evaluate and accredit an international medical school’s programs. RUSM students can join residency training programs in all 50 states.

RUSVM has been recognized by the government of the Federation of St. Christopher and Nevis (“St. Kitts”) and is chartered to confer the Doctor of Veterinary Medicine degree. The Doctor of Veterinary Medicine degree is accredited by the American Veterinary Medical Association Council on Education (“AVMA COE”). RUSVM has affiliations with many AVMA-accredited U.S. and international colleges of veterinary medicine so that RUSVM students can complete their final three clinical semesters of study in the U.S. or abroad. RUSVM has received accreditation for its Postgraduate Studies program from the St. Christopher & Nevis Accreditation Board. The Postgraduate Studies program offers ~~Master~~MS ~~of Science~~ and Ph.D. degrees in all research areas supported by RUSVM. Areas of emphasis are guided by RUSVM's themed research centers.

Financial Aid

Like other higher education ~~companies~~institutions, Adtalem’s isinstitutions are dependent upon the timely receipt of federal financial aid funds. All public financial aid programs are subject to political and governmental budgetary considerations. Adtalem’s institutions and their students participate in a wide range of financial aid programs, including U.S. federal financial aid, state financial aid, Canadian financial aid, private loan programs, tax-favored programs, Adtalem-provided financial assistance, and employer-provided financial assistance. In the U.S., the Higher Education Act (as reauthorized, the “HEA”) guides the federal government’s support of postsecondary education. Changes to financial aid programs that restrict student eligibility or reduce funding levels could have a material adverse effect on Adtalem’s business, financial condition, results of operations, and cash flows. See Item 1A. “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of student financial aid related risks.

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employer-provided financial assistance. In the U.S., the Higher Education Act (as reauthorized, the “HEA”) guides the federal government’s support of postsecondary education. If there are changes to financial aid programs that restrict student eligibility or reduce funding levels, Adtalem’s financial condition and cash flows could be materially and adversely affected. See Item 1A. “Risk Factors” for a discussion of student financial aid related risks.

Legislative and Regulatory Requirements

Government-funded financial assistance programs are governed by extensive and complex regulations in the U.S. Like any other educational institution, Adtalem’s institutions’ administration of these programs is periodically reviewed by regulatory agencies and is subject to audit or investigation by other authorities. Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation, or termination proceeding.

Our domestic postsecondary institutions are subject to extensive federal and state regulations. The HEA and the related ED regulations govern all higher education institutions participating in Title IV programs and provide for a regulatory triad by mandating specific regulatory responsibilities for each of the following: (1) the federal government through ED, (2) the accrediting agencies recognized by ED, and (3) state higher education regulatory bodies. Therefore, to be eligible to participate in Title IV programs, a postsecondary institution must be accredited by an agency recognized by ED, must comply with the HEA and all applicable regulations thereunder, and must be authorized to operate by the appropriate higher education authority in each state in which the institution operates, as applicable.

In addition to governance by the regulatory triad, there has been increased focus by members of the U.S. Congress and federal agencies, including ED, the Consumer Financial Protection Bureau (“CFPB”), and the Federal Trade Commission (“FTC”), on the role that proprietary educational institutions play in higher education. We expect that this regulatory environment will continue for the foreseeable future.8

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comply with the HEA and all applicable regulations thereunder, and must be authorized to operate by the appropriate higher education authority in each state in which the institution operates, as applicable.

In addition to governance by the regulatory triad, members of the U.S. Congress and federal agencies, including ED, the Consumer Financial Protection Bureau (“CFPB”), and the Federal Trade Commission (“FTC”), review the role that proprietary educational institutions play in higher education. We expect that this regulatory environment will continue for the foreseeable future.

Changes in or new interpretations of applicable laws, rules, or regulations could have a material adverse effect on our eligibility or cost to participate in Title IV programs, to meet accreditation standards or comply with state authorization requirements. The failure to maintain or renew any required regulatory approvals, accreditation, or state authorizations could have a material adverse effect on us. ED regulations regarding financial responsibility provide that, if any one of our Title IV participating institutions (“Title IV institutions”) is unable to pay its obligations under its program participation agreement (“PPA”) as a result of operational issues and/or an enforcement action, our other Title IV institutions, regardless of their compliance with applicable laws and regulations, would not be able to maintain their Title IV eligibility without assisting in the repayment of the non-compliant institution’s Title IV obligations. As a result, even though Adtalem’s Title IV institutions are operated through independent entities, an enforcement action against one of our institutions could also have a material adverse effect on the businesses, financial condition, results of operations, and cash flows of Adtalem’s other Title IV institutions and Adtalem as a whole and could result in the imposition of significant restrictions on the ability of Adtalem’s other Title IV institutions and Adtalem as a whole to operate. For further information, see “A bankruptcy filing by us or by any of our Title IV institutions, or a closure of one of our Title IV institutions, would lead to an immediate loss of eligibility to participate in Title IV programs” under subsection “Risks Related to Adtalem’s Regulated Industry” in Item 1A. “Risk Factors.”

Financial Responsibility

Institutions must pass aan ED financial responsibility test ~~defined by the U.S. Department of Education (“ED”)~~, also known as a “composite score,” to maintain eligibility to participate in Title IV aid programs. For Adtalem’s institutions, this test is calculated at the consolidated Adtalem level. Applying various financial elements from ~~the~~annual ~~fiscal year~~ audited financial statements, the score is a composite of three ratios: an equity ratio that measures the institution’s capital resources; a primary reserve ratio that measures an institution’s ability to fund its operations from current resources; and a net income ratio that measures an institution’s ability to operate profitably. A score greater than or equal to 1.5 indicates the institution is considered financially responsible. ~~Scores~~A ofscore less than 1.5 but greater than or equal to 1.0 ~~are~~is considered financially responsible but ~~require~~requires additional oversight. For example, ~~institutions~~an institution with ~~scores~~a score in this range ~~are~~is subject to heightened cash monitoring and other participation requirements. An institution with a score of less than 1.0 is not considered financially responsible but may continue to participate in the Title IV programs under provisional certification. In addition, this lower score typically requires that the institution be subject to heightened cash monitoring requirements and post a letter of credit (equal to a minimum of 10% of the Title IV aid it received in the institution's most recent fiscal year).

Prior to fiscal year 2022, Adtalem’s composite score was greater than 1.5. However, on September 25, 2023, ED notified Adtalem that its fiscal year 2022 composite score had declined to 0.2. As previously disclosed, this was expected due to the acquisition of Walden and other transactions. ED advised that Adtalem’s five institutions will be permitted to continue to participate in Title IV under provisional certifications with heightened cash monitoring and continued reporting. Management does not believe these conditions will have a material adverse effect on Adtalem’s operations. At ED’s request, Adtalem maintains two surety-backed letters of credit totaling $179.0 million representing 10% of the consolidated Title IV funds Adtalem’s institutions received during fiscal year 2024.

The financial responsibility rules include other mandatory or discretionary triggers that could require an institution to post a letter of credit. ED recently amended the financial responsibility regulation and the changes took effect July 1, 2024. The changes include additional triggers which could require additional letters of credit.

Program Participation Agreement

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~~For~~PPA ~~the~~and ~~past~~certification ~~several~~must ~~years,~~be ~~Adtalem’s~~periodically ~~composite~~renewed. ~~score~~Such ~~was~~recertification ~~greater~~generally ~~than~~is ~~1.5.~~required ~~However~~every six years, onbut ~~September~~may ~~25,~~be ~~2023~~required earlier, EDincluding ~~notified~~when ~~Adtalem~~an institution undergoes a change in control. Institutions that ~~its~~violate ~~fiscal~~certain ~~year~~ED ~~2022~~Title ~~composite~~IV ~~score~~regulations ~~had~~may ~~declined~~lose eligibility to 0participate in Title IV programs or may only continue participation under provisional certification.2. AsED ~~previously~~may ~~disclosed,~~place ~~this~~an ~~was~~institution ~~expected~~on ~~due~~provisional tocertification status if it finds that the ~~acquisition~~institution does not fully satisfy all of ~~Walden~~the eligibility and certification standards and in certain other ~~transactions.~~circumstances, EDsuch ~~advised~~as ~~that~~when ~~Adtalem’s~~an ~~five~~institution ~~institutions~~is ~~will~~certified befor ~~permitted~~the tofirst ~~continue~~time toor ~~participate~~undergoes a change in ~~Title~~control. IVDuring ~~under~~the period of provisional ~~certifications~~certification, the institution must comply with ~~heightened~~any ~~cash~~additional ~~monitoring~~conditions ~~and~~included ~~continued~~in ~~reporting~~the institution’s PPA. AIn ~~letter~~addition, ofED ~~credit~~may inmore ~~the~~closely ~~amount~~review ofan ~~$157.9~~institution ~~million~~that is provisionally certified if it applies for recertification or approval to open a new location, ~~representing~~add ~~10%~~an ofeducational ~~the~~program, ~~consolidated~~acquire another institution, or make any other significant change. Students attending provisionally certified institutions remain eligible to receive Title IV program funds. ~~Adtalem’s~~Provisional ~~institutions~~certification ~~received~~status ~~during~~also ~~fiscal~~carries ~~year~~fewer ~~2022,~~due ~~was~~process ~~delivered~~protections tothan full certification. If ED ondetermines ~~November~~that 1,a ~~2023.~~provisionally ~~Management~~certified ~~does~~institution ~~not~~is ~~believe~~unable ~~these~~to ~~conditions~~meet ~~will~~its ~~have~~responsibilities aunder ~~material~~its ~~adverse~~PPA, ~~effect~~it onmay ~~Adtalem~~seek to revoke the institution’s ~~operations~~certification to participate in Title IV programs without advance notice or opportunity for the institution to challenge the action.

Program Participation Agreement (“PPA”)

All institutions must apply periodically for continued certification to participate in Title IV programs. Such recertification generally is required every six years, but may be required earlier, including when an institution undergoes a change in control. ED may place an institution on provisional certification status if it finds that the institution does not fully satisfy all of the eligibility and certification standards and in certain other circumstances, such as when an institution is certified for the first time or undergoes a change in control. During the period of provisional certification, the institution must comply with any additional conditions included in the institution’s PPA. In addition, ED may more closely review an institution that is provisionally certified if it applies for recertification or approval to open a new location, add an educational program, acquire another institution, or make any other significant change. Students attending provisionally certified institutions remain eligible to receive Title IV program funds. If ED determines that a provisionally certified institution is unable to meet its responsibilities under its PPA, it may seek to revoke the institution’s certification to participate in Title IV programs without advance notice or opportunity for the institution to challenge the action.

Chamberlain was most recently recertified and issued an unrestricted PPA in September 2020, with a reapplication date of June 30, 2024. The lengthy PPA recertification process is such that ED allows unhampered continued access to Title IV funding after PPA expiration, so long as materially complete applications are submitted at least 90 days in advance of expiration. A complete application for Chamberlain’s PPA recertification has been timely submitted to ED.

~~During~~ED ~~the~~approved ~~fourth~~Walden’s ~~quarter~~change ofin ~~fiscal~~ownership ~~year~~application ~~2024, ED provisionally recertified AUC~~ and ~~RUSM’s~~issued ~~Title~~Walden IVa ~~PPAs~~provisional PPA through ~~March~~June 3130, 2025., ~~RUSVM~~with ~~has~~its ~~been~~application ~~notified~~for ~~that~~PPA ~~its~~recertification ~~application~~due toMarch ~~renew~~31, ~~its~~2025. ~~participation~~A incomplete ~~Title~~application IVfor ~~programs~~Walden’s PPA recertification has been ~~completed~~timely ~~and~~submitted ~~approved~~to by ED.

ED ~~During~~provisionally ~~the~~recertified ~~first~~AUC ~~quarter~~and ofRUSM’s ~~fiscal~~Title ~~year~~IV ~~2025~~PPAs through March 31, ED2025. ~~approved~~Complete ~~Walden~~applications for AUC and RUSM’s ~~change~~PPA inrecertification ~~ownership~~have ~~application~~been ~~and~~timely ~~issued~~submitted ~~Walden~~to aED. ~~provisional~~ED has provisionally recertified RUSVM’s Title IV PPA through ~~June~~March 3031, ~~2025~~2027.

The provisional nature of the PPAs stemmed from Adtalem’s composite score declining and failing to meet ED’s standards of financial responsibility as ~~defined~~described above. ~~See “Financial Responsibility” in Item 1. “Business” for additional information.~~

Walden, AUC, RUSM, and ~~RUSM~~RUSVM’s provisional PPAs included financial requirements, such as letter of credit, heightened cash monitoring, and additional reporting. We do not believe these requirements will have a material effect on Adtalem’s financial position or results of operations. Walden also is subject to common restrictions following an acquisition limiting changes to its educational programs, including a prohibition on the addition of new programs or locations that had not been approved by ED prior to the change in ownership for a period established by ED. With the approval of its change in ownership, Walden has the ability to request ED approval for new programs.

EDAs ~~has recently allowed reductions in our letters~~ of ~~credit~~June ~~totaling $90.8 million. On January 31~~30, ~~2024~~2025, ~~ED allowed a $76.2 million letter of credit in favor of ED to expire without any requirement for~~ Adtalem tohad ~~renew it. On April 26, 2024, ED indicated that it would permit Adtalem to reduce its~~ $84179.0 million ~~surety-backed~~of ~~letter~~letters of credit outstanding in favor of ED. onSee ~~behalf~~“Off-Balance ofSheet ~~Walden,~~Arrangements” ~~which allows Walden to participate~~ in ~~Title~~Note IV13 ~~programs,~~“Debt” to ~~$69.4~~the ~~million,~~Consolidated ~~which~~Financial ~~took~~Statements ~~effect on June 24, 2024, and was extended through December 31, 2024. In addition, Adtalem had a letter of credit outstanding under its Revolver~~ in ~~the~~Item ~~amount of $157~~8.9 ~~million~~“Financial asStatements ofand ~~June~~Supplementary ~~30,~~Data” ~~2024,~~for inadditional ~~favor of ED, which allows Adtalem institutions to~~ information.

Gainful Employment

The HEA requires certificate programs at all Title IV institutions and degree programs at proprietary Title IV institutions to prepare students for gainful employment in a recognized occupation. In October 2023, ED released new Financial Value Transparency (“FVT”) and Gainful Employment (“GE”) rules effective July 1, 2024. GE programs must meet a debt-to-earnings test in which graduates’ annual debt payments must not exceed 8% of their annual earnings or 20% of their discretionary earnings. GE programs must also meet an earnings premium test in which graduates’ earnings must exceed those of a typical high school graduate. Under the regulation, programs that fail either metric must provide warnings to students and prospective students that the program is at risk of losing Title IV eligibility and programs that fail the same measure in two out of three consecutive years lose Title IV eligibility. The GE regulation also includes a transparency framework in which debt-to-earnings, earnings premium, and a wide range of other program outcomes for all Title IV programs are disclosed on a website hosted by ED. Because there are many factors and unknowns, including the earnings of program graduates, Adtalem is reviewing the regulation to determine what impact, if any, the regulation will have on its programs. In addition, multiple parties are seeking to block enforcement of the FVT/GE rule under the Administrative Procedure Act and other legal theories. On February 14, 2025, ED extended the institutional reporting deadline until

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~~participate~~September in30, ~~Title IV programs~~2025. AsOn ofJuly ~~June 30~~25, ~~2024~~2025, ~~Adtalem~~ED ~~had~~announced ~~$227.3~~its ~~million~~intent ofto ~~letters~~establish ofnegotiated ~~credit~~rulemaking ~~outstanding~~committees in ~~favor~~advance of ~~ED.~~issuing ~~See~~draft ~~Note~~regulations 14on ~~“Debt”~~various totopics, ~~the~~including ~~Consolidated~~ Financial ~~Statements~~Value inTransparency ~~Item 8. “Financial Statements~~ and ~~Supplementary~~Gainful ~~Data” for additional information on the Notes and our Credit Agreement~~Employment.

~~Gainful~~Do ~~Employment~~No Harm

The ~~HEA~~recently ~~requires~~enacted ~~certificate~~Do ~~programs~~No atHarm ~~all~~provisions ~~Title~~of IVthe ~~institutions~~One ~~and~~Big ~~degree~~Beautiful ~~programs~~Bill atAct ~~proprietary Title IV institutions to prepare students for gainful employment in a recognized occupation. In October 2023, ED released new Financial Value Transparency~~ (“~~FVT~~OBBBA”) ~~and~~provide ~~Gainful~~that ~~Employment~~an ~~(“GE”)~~undergraduate ~~rules~~program ~~effective~~may ~~July~~lose 1,Title ~~2024.~~IV GEeligibility ~~programs~~if ~~must~~the ~~meet a debt-to-~~earnings ~~test in which graduates’ annual debt payments must not exceed 8%~~ of ~~their~~a ~~annual~~programmatic ~~earnings~~cohort ~~or 20%~~ of ~~their~~its ~~discretionary~~completers ~~earnings.~~as GEdefined ~~programs~~in ~~must~~OBBBA ~~also~~are ~~meet~~no angreater ~~earnings~~than ~~premium test in which graduates’~~ earnings ~~must~~of ~~exceed~~a ~~those~~population ofwith a ~~typical~~ high school ~~graduate. Under the regulation~~diploma, ~~programs that fail either metric must provide warnings to students~~ and ~~prospective~~a ~~students~~graduate ~~that the~~ program ismay atlose ~~risk of losing~~ Title IV eligibility, ~~and~~if ~~programs~~the ~~that~~earnings ~~fail~~of ~~the~~a ~~same~~programmatic ~~measure~~cohort inof ~~two~~its ~~out~~completers ofas ~~three~~defined ~~consecutive~~in ~~years~~OBBBA ~~lose~~are ~~Title~~no IVgreater ~~eligibility.~~than ~~The~~the GEearnings ~~regulation~~of ~~also~~a ~~includes~~population with a ~~transparency~~bachelor’s ~~framework~~degree, in ~~which~~each ~~debt-to-earnings,~~case ~~earnings~~for ~~premium,~~two ~~and~~years in a ~~wide~~three-year ~~range~~period. ofThese ~~other~~provisions ~~program~~are ~~outcomes~~applicable ~~for~~to all Title IV ~~programs~~participating ~~are~~institutions. ~~disclosed~~Regulations onto adefine ~~website~~how ~~hosted~~Do byNo ~~ED.~~Harm ~~Because~~will ~~there~~be ~~are~~implemented, ~~many~~including ~~factors~~the ~~and~~definition ~~unknowns~~of completer, ~~including~~ the ~~future~~populations ~~earnings~~to ofbe ~~program~~used ~~graduates,~~to ~~Adtalem~~measure isthe ~~reviewing~~difference ~~the~~between ~~regulation~~earnings toof ~~determine~~completers ~~what~~and ~~impact,~~earnings ifof ~~any~~others, ~~the~~have ~~regulation~~yet ~~will~~to ~~have~~be onpromulgated. ~~its~~See ~~programs~~Item 1A. In“Risk ~~addition,~~Factors” ~~multiple~~and ~~parties~~Item ~~are~~7. ~~seeking~~“Management’s toDiscussion ~~block~~and ~~enforcement~~Analysis of ~~the~~Financial ~~FVT/GE~~Condition ~~rule~~and ~~under~~Results ~~the~~of ~~Administrative~~Operations” ~~Procedure~~for ~~Act~~a ~~and~~discussion ~~other~~of ~~legal~~Do ~~theories~~No Harm related risks.

The “90/10 Rule”

An ED regulation known as the “90/10 Rule” affects only proprietary institutions participating in Title IV programs, including each of Adtalem’s institutions. An institution that does not meet the 90% threshold for two consecutive fiscal years loses its eligibility to participate in Title IV programs. Previously, an institution could not derive more than 90% of its revenue on a cash basis from Title IV financial aid funds. In March 2021, the American Rescue Plan Act amended the 90/10 calculation to require no more than 90% of revenue at proprietary institutions be derived from any federal education assistance funds, including but not limited to previously excluded U.S. Department of Veterans Affairs benefits and Department of Defense tuition assistance funds. This change was subject to negotiated rulemaking with the final rule published by ED in October 2022. The amended rule applies to an institution’s fiscal years beginning on or after January 1, 2023. For Adtalem’s institutions, the updated 90/10 rule is therefore effective with the calculation for fiscal year 2024. The following table shows the 90/10 rates for each Adtalem institution for fiscal year 2024 based on the new 90/10 rules and fiscal year 2023 based on the old 90/10 rules that were still in effect for that period. We are also providing a consolidated rate for Adtalem even though it is not subject to 90/10 requirements.

The following table shows the 90/10 rates for each Adtalem institution for fiscal years 2023 and 2022 based on the old 90/10 rules still in effect for those periods. Final rates for fiscal year 2024 are not yet available. We are including Walden’s amounts for the full fiscal year 2022 even though Walden was under Adtalem’s ownership for only a portion of that fiscal year. We are also providing a consolidated rate for Adtalem even though it is not subject to 90/10 requirements.


	Fiscal Year
	2024		2023
Chamberlain University	68	%	65	%
Walden University	82	%	78	%
American University of the Caribbean School of Medicine	87	%	81	%
Ross University School of Medicine	87	%	87	%
Ross University School of Veterinary Medicine	78	%	79	%
Consolidated	77	%	75	%


	Fiscal Year
	2023		2022
Chamberlain University	65	%	65	%
Walden University	78	%	73	%
American University of the Caribbean School of Medicine	81	%	81	%
Ross University School of Medicine	87	%	85	%
Ross University School of Veterinary Medicine	79	%	81	%
Consolidated	75	%	72	%

Certification Procedures

The HEA specifies the manner in which ED reviews institutions for eligibility and certification to participate in Title IV programs. Every educational institution participating in the Title IV programs must be certified to participate through a PPA and certification must be periodically renewed. Institutions that violate certain ED Title IV regulations or the terms of the PPA may lose eligibility to participate in Title IV programs or may only continue participation under provisional certification. Provisional certification status also carries fewer due process protections than full certification. As a result, ED may revoke an institution’s certification more easily than if it is fully certified. Provisional certification does not otherwise limit access to Title IV program funds by students attending the institution, but ED has discretion to limit institutional growth.

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Borrower Defense to Repayment

Under the HEA, ED is authorized to specify acts or omissions of an institution that a borrower may assert as a Defense to Repayment of their Title IV loans made under the Federal Direct Loan Program. New Borrower Defense to Repayment regulations were scheduled to go into effect on July 1, 2023 that include a lower threshold for establishing misrepresentation, no statute of limitation for claims submission, expanded reasons to file a claim including aggressive or deceptive recruitment tactics and omission of fact, weakened due processes afforded to institutions, and reinstated provisions for group discharges. ED also included a six-year statute of limitations for recovery of funds from institutions. These changes would increase financial liability risk and reputational risk for Adtalem. However, the updated rules have not yet been implemented due to pending litigation from another party based on the Administrative Procedure Act and other legal theories.

Incentive Compensation

An educational institution participating in Title IV programs may not pay any commission, bonus, or other incentive payments to any person involved in student recruitment or awarding of Title IV program funds, if such payments are based directly or indirectly in any part on success in enrolling students or obtaining student financial aid. The law and regulations governing this requirement have not established clear criteria for compliance in all circumstances, which increased the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation.

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governing this requirement have not established clear criteria for compliance in all circumstances, which increased the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation.

Administrative Capability

The HEA directs ED to assess the administrative capability of each institution to participate in Title IV programs. The failure of an institution to satisfy any of the criteria may cause ED to determine that the institution lacks administrative capability and, therefore, subject the institution to additional scrutiny, provisional certification, or revocation of eligibility for Title IV programs. ED recently amended the administrative capability regulations and the changes took effect July 1, 2024. The changes include additional tests of administrative capability that Adtalem’s institutions must meet. Management does not expect that Adtalem’s institutions will fail to meet these requirements.

State Authorization

Institutions that participate in Title IV programs must be authorized to operate by the appropriate postsecondary regulatory authority in each state where the institution has a physical presence.

In the U.S., each Chamberlain location is approved to grant degrees by the respective state in which it is located. Chamberlain has obtained licensure in each state which requires such licensure and where students are enrolled. ~~Chamberlain also meets state licensure requirements as a participant in the National Council for State Authorization Reciprocity Agreements (“NC-SARA”).~~ Walden is registered in its home state of Minnesota with the Minnesota Office of Higher Education. Walden ~~does not participate in NC-SARA but~~ maintains licenses or exemptions in each state which requires such licensure and where students are enrolled. AUC, RUSM, and RUSVM clinical programs are accredited as part of their programs of education by their respective accrediting bodies, approved by the appropriate boards in those states that have a formal process to do so, and are reported to ED as required.

Many states require private-sector postsecondary education institutions to post surety bonds for licensure. In the U.S., Adtalem has posted $4467.3 million of surety bonds as of June 30, ~~2024~~2025 with regulatory authorities on behalf of Chamberlain, Walden, AUC, RUSM, and RUSVM.

Certain states have standards of financial responsibility that differ from those prescribed by federal regulation. When an Adtalem institution is unable to meet those state’s requirements, it may be required to cease operations in that state.

Cohort Default Rate (“CDR”)

All institutions that participate in Title IV programs must meet a CDR test for former students who entered repayment on Title IV loans received while enrolled at the institution. The rate represents the ~~percent~~percentage of students defaulting on one or more Title IV loans within three years of entering repayment during a federal fiscal year. Institutions may lose Title IV eligibility if the most recent CDR exceeds 40% or if each of the three most recent CDRs exceed 30%.

12The three-year CDRs for Adtalem’s institutions are shown below for the three most recent cohort years. According to ED, the default rate for all Title IV institutions nationally was 0.0% for the fiscal year 2021 cohort, 0.0% for the fiscal year 2020 cohort, and 2.3% for the fiscal year 2019 cohort. The default rate has been declining over the past few years due to COVID-19 relief measures which included a freeze on loan payments and suspension of default statuses.

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	Cohort Default Rate
	2021		2020		2019
Chamberlain University	0.0	%	0.0	%	0.5	%
Walden University	0.0	%	0.0	%	1.1	%
American University of the Caribbean School of Medicine	0.0	%	0.0	%	0.2	%
Ross University School of Medicine	0.0	%	0.0	%	0.2	%
Ross University School of Veterinary Medicine	0.0	%	0.0	%	0.2	%

The three-year CDRs for Adtalem’s institutions are shown below for the three most recent cohort years. According to ED, the default rate for all Title IV institutions nationally was 0.0% for the fiscal year 2020 cohort, 2.3% for the fiscal year 2019 cohort, and 7.3% for the fiscal year 2018 cohort. The default rate has been declining over the past few years due to COVID relief measures which included a freeze on loan payments and suspension of default statuses.


	Cohort Default Rate
	2020		2019		2018
Chamberlain University	0.0	%	0.5	%	2.6	%
Walden University	0.0	%	1.1	%	4.7	%
American University of the Caribbean School of Medicine	0.0	%	0.2	%	0.7	%
Ross University School of Medicine	0.0	%	0.2	%	0.9	%
Ross University School of Veterinary Medicine	0.0	%	0.2	%	0.4	%

Satisfactory Academic Progress

In addition to the requirements that educational institutions must meet, student recipients of financial aid must maintain satisfactory academic progress toward completion of their program of study and an appropriate grade point average.

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Change of Ownership or Control

Any material change of ownership or change of control of Adtalem, depending on the type of change, may have significant regulatory consequences for each of our Title IV institutions. Such a change of ownership or control could require recertification by ED, the reevaluation of accreditation by each institution’s accreditors, reauthorization by each institution’s state licensing agencies, and/or providing financial protections. If Adtalem experiences a material change of ownership or change of control, then our Title IV institutions may cease to be eligible to participate in Title IV programs until recertified by ED. There is no assurance that such recertification would be obtained. After a material change in ownership or change of control, most institutions will participate in Title IV programs on a provisional basis for a period of one to three years.

In addition, some states in which our Title IV institutions are licensed require approval (in some cases, prior approval) of changes of ownership or control in order to remain authorized to operate in those states, and participation in grant programs in some states may be interrupted or otherwise affected by a change of ownership or control.

Refer to the risk factor titled “If regulators do not approve, or delay their approval, of transactions involving a material change of ownership or change of control of Adtalem, the eligibility of our institutions to participate in Title IV programs, our institutions’ accreditation and our institutions’ state licenses may be impaired in a manner that materially and adversely affects our business” under subsection “Risks Related to Adtalem’s Regulated Industry” in Item 1A. “Risk Factors.”

Seasonality

The seasonal pattern of Adtalem’s enrollments and its educational programs’ starting dates affect the timing of cash flows with higher cash inflows at the beginning of academic sessions.

Human Capital

At Adtalem, our people are the engine behind our mission: expanding access to healthcare education and career opportunity. Our strategy relies on a high-performing, purpose-driven workforce equipped to meet the evolving needs of our students, partners, and society.

As of June 30, 2025, Adtalem had the following number of employees:


	Full-Time	Part-Time	Temporary	Visiting
	Staff	Staff	Staff	Professors	Total
Chamberlain	1,393	16	182	2,861	4,452
Walden	1,298	12	2	2,412	3,724
Medical and Veterinary	765	14	51	102	932
Home Office	1,247	5	11	—	1,263
Total	4,703	47	246	5,375	10,371

Adtalem maintains positive employee relations and is not subject to any collective bargaining agreements.

Talent Strategy: Enabling Growth Through People

In fiscal year 2025, Adtalem implemented a refreshed talent agenda aligned to being the leading healthcare educator in the U.S. and a systemically important solution to the healthcare industry–educating and supplying critical talent.

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~~Human~~Our ~~Capital~~talent strategy prioritizes building a resilient leadership pipeline, expanding capabilities and upskilling, and embedding a culture that connects individual performance to enterprise-wide goals and financial rewards. Our strategic focus is rooted in four pillars:

As● ofHire ~~June~~better: ~~30,~~Expand ~~2024,~~candidate ~~Adtalem~~pipelines ~~had~~and ~~the~~diversify ~~following~~recruitment ~~number of employees:~~strategies


	Full-Time	Part-Time	Temporary	Visiting
	Staff	Staff	Staff	Professors	Total
Chamberlain	1,426	14	163	2,680	4,283
Walden	1,174	14	1	2,269	3,458
Medical and Veterinary	747	17	58	86	908
Home Office	1,277	7	5	—	1,289
Total	4,624	52	227	5,035	9,938

●

Grow faster: Scale development, mentoring, and mobility pathways

~~Our~~● ~~management~~Inspire ~~believes~~deeply: ~~that~~Foster ~~Adtalem~~purpose, ~~has~~trust, ~~good~~and ~~relations~~inclusion ~~with~~to ~~its~~build ~~employees.~~a culture colleagues want to belong to–anchored in clear expectations and shared accountability

We● ~~continue~~Demand to regularly gather feedback from our employees. During fiscal year 2024, we conducted an engagement survey to gain insight into how our employees perceive their work environment. The engagement survey includes 18 dimensions comprised of 55 questions. Two of the key dimensions are engagement and enablement. Engagement is the “want to” of work, or more: ~~specifically,~~Cultivate ~~whether~~new ~~employees~~capabilities ~~are committed to the organization~~ and ifembed ~~they~~continuous are willing to put in extra effort for the good of the organization. Enablement is the “can do” of work, meaning employee skills and abilities are fully utilized in their roles and whether the organization environment supports them in getting their work done. Regarding key dimensions in the survey (engagement, enablement, collaboration, and diversity, equity, and inclusion) Adtalem consistently aligns with or outpaces similar organizations in ratings. We partner with Korn Ferry for high performing organization and global industry norm benchmark data. Selected results from our 2024 engagement survey as compared to global industry norm benchmark data were as follows:learning


	Favorability		Global
Topic	(top 2 ratings)		Industry
EngagementFall 2023 engagement survey favorability in the dimension of engagement	66	%	71	%
EnablementFall 2023 engagement survey favorability in the dimension of enablement	70	%	72	%
CollaborationFall 2023 engagement survey favorability in the dimension of collaboration	73	%	67	%
Diversity, Equity, and InclusionFall 2023 engagement survey favorability in the dimension of diversity, equity, and inclusion	82	%	79	%

These efforts are underpinned by our Culture Expectations–a shared framework focused on prioritizing student outcomes, connecting daily work to strategy, continuously improving performance, and owning outcomes.

InOrganizational ~~January~~Health ~~2024, we moved to a new vendor for lifecycle surveys. This vendor is our current payroll~~ and ~~HRIS~~Performance vendor UKG. UKG partners with Mercer for survey questions and benchmark data. The lifecycle survey gathers feedback at 30 days and at six months for regular new hires. We also send out an exit survey to regular colleagues that voluntarily resign. Mercer does not have specific exit benchmark data for comparison. The overall experience results of these surveys were as follows:Enablement


	Fiscal Year 2024				Fiscal Year 2023
	Favorability		MercerBenchmark		Favorability
Survey	(top 2 ratings)		(top 2 ratings)		(top 2 ratings)
30-Day check-in	93	%	73	%	92	%
6-Month check-in	85	%	75	%	86	%
Exit survey	68	%	n/a		56	%

Adtalem views organizational health as a leading indicator of long-term performance. In January 2024, we conducted an enterprise-wide Organizational Health Index (“OHI”) pulse survey, which assessed progress across nine outcome areas and ten management practices. 65% of regular colleagues participated, a 6% increase over the prior year. Key highlights included:

~~Diversity,~~● ~~Equity,~~4-point ~~and~~increase ~~Inclusion~~in ~~(“DEI”)~~overall ~~continue~~OHI toscore, bewhich ~~core~~increased ~~tenets of our culture at~~ Adtalem.’s Westanding ~~continuously~~relative ~~measure~~to ~~representation amongst our employee population. As shown in~~ the ~~table~~global ~~below,~~OHI ~~our~~benchmark ~~total~~by ~~female~~a ~~representation~~full ~~and~~quartile ~~people of color representation stayed relatively the same from the prior year.~~(1)

●

From the 10 priority management practices for Adtalem, we saw:

o

8-point increase in “customer focus,” moving to 2^nd quartile against the global benchmark, reflecting our continued push for focus on student outcomes in our day-to-day work

o

6-point increase in shared vision, moving to 2^nd quartile against the global benchmark, reflecting our progress in cascading our enterprise strategy across all segments and functions

o

5-point increase in operational management, moving to 2^nd quartile against the global benchmark, reflecting our continued progress in driving operational rigor that supports growth and the scale of our portfolio

The next OHI pulse is planned for Fall 2025 and will inform continued enterprise and segment level action plans to engage and retain our talent.

⁽¹⁾ The Organizational Health Index global benchmark is comprised of 2,600 companies across 100 countries with 8 million respondents.

Compensation, Benefits, and Well-being

Adtalem offers a comprehensive and competitive total rewards package designed to attract, retain, and support top talent. Highlights include:

●

Generous paid time off, retirement savings plans with 401(k) match, and domestic partner benefits

●

Paid parental leave for all parents and adoption assistance

●

Enhanced mental health resources, including Headspace Care and an expanded Employee Assistance Program

●

Holistic well-being programs under our Live Well strategy–supporting physical, emotional, financial, and social health

We also invest in our employees’ educational aspirations through tuition assistance and reimbursement across accredited institutions. These benefits reflect our commitment to cultivating an engaged, high-performing workforce aligned to business outcomes.

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As of June 30, 2024 and 2023, our employee diversity was as follows:


	Female				People of Color (U.S. Only)
Level	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
All Levels	72	%	71	%	37	%	37	%
Management	70	%	70	%	34	%	34	%
Director	66	%	67	%	23	%	24	%
Executive	50	%	47	%	21	%	23	%
Segment
Chamberlain	87	%	80	%	36	%	38	%
Walden	74	%	72	%	32	%	34	%
Medical and Veterinary	60	%	60	%	59	%	57	%
Home Office	60	%	61	%	40	%	39	%

Adtalem offers a comprehensive benefits package including wellness programs for eligible employees. The wellness strategy entitled Live Well takes a holistic approach to wellbeing through four pillars: physical, social, financial, and emotional. Our health benefits remain competitive with generous paid time off, retirement plan, domestic partner benefits, adoption assistance, paid parent leave for both mothers and fathers, among others. We recently launched enhancements to our Employee Assistance Program and our mental health and well-being application, entitled Headspace Care. Employee participation for certain programs is listed below:


Wellness Pillar	Segment: U.S. Regular Employees	Participation
Financial	Retirement planning (auto enrollment feature for new hires)	98	%
Emotional*	Mental health wellbeing - Headspace Care utilization	20	%
Physical	Employees completing annual physicals	84	%

*EAP standard utilization is 3-5%

Finally, Adtalem provides additional opportunities for employees to pursue their educational goals through our Education Assistance program. This program offers both tuition discounts and tuition reimbursement at multiple nationally and regionally accredited higher education institutions. We will continue to offer resources to maintain an engaged, healthy, and motivated workforce focused on meeting business goals.

Intellectual Property

Adtalem owns and uses numerous trademarks and service marks, such as “Adtalem,” “American University of the Caribbean,” “Chamberlain College of Nursing,” “Ross University,” “Walden University,” and others. All trademarks, service marks, certification marks, patents, and copyrights associated with its businesses are owned in the name of Adtalem Global Education Inc. or a subsidiary of Adtalem Global Education Inc. Adtalem vigorously defends against infringements of its trademarks, service marks, certification marks, patents, and copyrights.

Available Information

We use our website (www.adtalem.com) as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, as one means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings, and public conference calls, and webcasts. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts. You may also access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as well as other reports relating to us that are filed with or furnished to the Securities and Exchange Commission (“SEC”), free of charge in the investor relations section of our website as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The content of the websites mentioned above is not incorporated into and should not be considered a part of this report.

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Item 1A. Risk Factors

Adtalem’s business operations are subject to numerous risks and uncertainties, some of which are not entirely within our control. Investors should carefully consider the risk factors described below and all other information contained in this Annual Report on Form 10-K before making an investment decision with respect to Adtalem’s common stock. If any of the following risks are realized, Adtalem’s business, results of operations, financial condition, and cash flows could be materially and adversely affected, and as a result, the price of Adtalem’s common stock could be materially and adversely affected. Management cannot predict all the possible risks and uncertainties that may arise. Risks and uncertainties that may affect Adtalem’s business include the following:

Risks Related to Adtalem’s Regulated Industry

We are subject to regulatory audits, investigations, lawsuits, or other proceedings relating to compliance by the institutions in the Adtalem portfolio with numerous laws and regulations in the U.S. and foreign jurisdictions applicable to the postsecondary education industry.

Due to the regulated nature of proprietary postsecondary institutions, we are subject to audits, compliance reviews, inquiries, complaints, investigations, claims of non-compliance, and lawsuits by federal and state governmental agencies, regulatory agencies, accrediting agencies, present and former students and employees, shareholders, and other third parties, any of whom may allege violations of any of the legal and regulatory requirements applicable to us. If the results of any such claims or actions are unfavorable to us or one or more of our institutions, we may be required to pay monetary judgments, fines, or penalties, be required to repay funds received under Title IV programs or state financial aid programs, have restrictions placed on or terminate our schools’ or programs’ eligibility to participate in Title IV programs or state financial aid programs, have limitations placed on or terminate our schools’ operations or ability to grant degrees and certificates, have our schools’ accreditations restricted or revoked, or be subject to civil or criminal penalties. ED regulations regarding financial responsibility provide that, if any one of our Title IV institutions is unable to pay its obligations under its Program Participation Agreement (“PPA”) as a result of operational issues and/or an enforcement action, our other Title IV institutions, regardless of their compliance with applicable laws and regulations, would not be able to maintain their Title IV eligibility without assisting in the repayment of the non-compliant institution’s Title IV obligations. As a result, even though Adtalem’s Title IV institutions are operated through independent entities, an enforcement action against one of our institutions could also have a material adverse effect on the businesses, financial condition, results of operations, and cash flows of Adtalem’s other Title IV institutions.

The ongoing regulatory effort aimed at proprietary postsecondary institutions of higher education could be a catalyst for additional legislative or regulatory restrictions, investigations, enforcement actions, and claims.15

~~The~~Table ~~proprietary postsecondary education sector has at times experienced scrutiny from federal legislators, agencies, and state legislators and attorneys general. An adverse disposition~~ of these existing inquiries, administrative actions, or claims, or the initiation of other inquiries, administrative actions, or claims, could, directly or indirectly, have a material adverse effect on our business, financial condition, result of operations, and cash flows and result in significant restrictions on us and our ability to operate.Contents

The ongoing regulatory effort aimed at all Title IV participating institutions could be a catalyst for additional legislative or regulatory restrictions, investigations, enforcement actions, and claims.

At times, Title IV participating institutions, from all sectors, have experienced scrutiny from federal and state legislators, agencies, attorneys general, and other government officials. An adverse disposition of these existing inquiries, administrative actions, or claims, or the initiation of other inquiries, administrative actions, or claims, could, directly or indirectly, have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in significant restrictions on us and our ability to operate.

Adverse publicity arising from investigations, claims, or actions brought against us or other proprietary higher education institutions may negatively affect our reputation, business, or stock price, or attract additional investigations, lawsuits, or regulatory action.

Adverse publicity regarding any past, pending, or future investigations, claims, settlements, and/or actions against us or other proprietary postsecondary education institutions could negatively affect our reputation, student enrollment levels, revenue, profit, and/or the market price of our common stock. Unresolved investigations, claims, and actions, or adverse resolutions or settlements thereof, could also result in additional inquiries, administrative actions or lawsuits, increased scrutiny, the withholding of authorizations, and/or the imposition of other sanctions by state education and professional licensing authorities, taxing authorities, our accreditors and other regulatory agencies governing us, which, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

Government and regulatory agencies and third parties have initiated, and could initiate additional investigations, claims, or actions against us, which could require us to pay monetary damages, halt certain business practices, or receive other sanctions. The defense and resolution of these matters could require us to expend significant resources.

Due to the regulatory and enforcement efforts at times directed at all Title IV participating institutions and adverse publicity arising from such efforts, we may face additional government and regulatory investigations and actions, lawsuits from private plaintiffs, and shareholder class actions and derivative claims. We may incur significant costs and other expenses in connection with our response to, and defense, resolution, or settlement of, investigations, claims, or actions, or group of related investigations, claims, or actions, which, individually or in the aggregate, could be outside the scope of, or in excess of, our existing insurance coverage and could have a material adverse effect on our financial condition, results of operations, and cash flows. As part of our resolution of any such matter, or group of related matters, we may be required to comply with certain forms of injunctive relief, including altering certain business practices, or pay substantial damages, settlement costs, fines, and/or penalties. In addition, findings or claims or settlements thereof could serve as a basis for additional lawsuits or governmental inquiries or enforcement actions, including actions under ED’s Borrower Defense to Repayment regulations. Such actions, individually or combined with other proceedings, could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. Additionally, an adverse allegation, finding or outcome in any of these matters could also materially and adversely affect our ability to maintain, obtain, or renew licenses, approvals, or accreditation, and maintain eligibility to participate in Title IV, Department of Defense and Veterans Affairs programs or serve as a basis for ED to discharge certain Title IV student loans and seek recovery for some or all of its resulting losses from us under Borrower Defense to Repayment regulations, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

ED has issued regulations setting forth new standards and procedures related to Borrower Defense to Repayment of Title IV loan obligations, and ED’s right of recoveries against institutions following a successful borrower defense and institutional financial responsibility. It is possible that a finding or allegation arising from current or future legal proceedings or governmental administrative actions may create significant liability under the proposed regulations.

Under the Higher Education Act (“HEA”), the U.S. Department of Education (“ED”) is authorized to specify in regulations which acts or omissions of an institution of higher education a borrower may assert as a Borrower Defense to Repayment of a Direct Loan made under the Federal Direct Loan Program. See “Borrower Defense to Repayment” in Item 1. “Business” for additional information.

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~~Government~~Although OBBBA blocked implementation of the 2023 Borrower Defense to Repayment regulations until 2035, the 2020 regulations have been restored and ~~regulatory~~the ~~agencies~~outcome of any legal proceeding instituted by a private party or governmental authority, facts asserted in pending or future lawsuits, and/or ~~third~~the ~~parties~~outcome ~~have~~of ~~initiated~~any future governmental inquiry, lawsuit, or enforcement action (including matters described in Note 18 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) could ~~initiate~~serve ~~additional~~as ~~investigations,~~the basis for claims by students or ED under the Borrower Defense to Repayment regulations, the posting of substantial letters of credit, or ~~actions~~the ~~against~~termination usof eligibility of our institutions to participate in the Title IV program based on ED’s institutional capability assessment, any of which could, ~~require~~individually usor toin ~~pay~~the ~~monetary damages~~aggregate, ~~halt~~have ~~certain~~a material adverse effect on our business, ~~practices~~financial condition, orresults ~~receive~~of ~~other~~operations, ~~sanctions.~~and ~~The~~cash ~~defense~~flows and ~~resolution~~result ofin ~~these~~the ~~matters~~imposition ~~could~~of ~~require~~significant restrictions on us toand ~~expend~~our ~~significant~~ability ~~resources~~to operate.

Due to the regulatory and enforcement efforts at times directed at proprietary postsecondary higher education institutions and adverse publicity arising from such efforts, we may face additional government and regulatory investigations and actions, lawsuits from private plaintiffs, and shareholder class actions and derivative claims. We may incur significant costs and other expenses in connection with our response to, and defense, resolution, or settlement of, investigations, claims, or actions, or group of related investigations, claims, or actions, which, individually or in the aggregate, could be outside the scope of, or in excess of, our existing insurance coverage and could have a material adverse effect on our financial condition, results of operations, and cash flows. As part of our resolution of any such matter, or group of related matters, we may be required to comply with certain forms of injunctive relief, including altering certain business practices, or pay substantial damages, settlement costs, fines, and/or penalties. In addition, findings or claims or settlements thereof could serve as a basis for additional lawsuits or governmental inquiries or enforcement actions, including actions under ED’s Defense to Repayment regulations. Such actions, individually or combined with other proceedings, could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. Additionally, an adverse allegation, finding or outcome in any of these matters could also materially and adversely affect our ability to maintain, obtain, or renew licenses, approvals, or accreditation, and maintain eligibility to participate in Title IV, Department of Defense and Veterans Affairs programs or serve as a basis for ED to discharge certain Title IV student loans and seek recovery for some or all of its resulting losses from us under Defense to Repayment regulations, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

ED has issued regulations setting forth new standards and procedures related to borrower defenses to repayment of Title IV loan obligations, and ED’s right of recoveries against institutions following a successful borrower defense and institutional financial responsibility. It is possible that a finding or allegation arising from current or future legal proceedings or governmental administrative actions may create significant liability under the proposed regulations.

Under the Higher Education Act (“HEA”), ED is authorized to specify in regulations which acts or omissions of an institution of higher education a borrower may assert as a Defense to Repayment of a Direct Loan made under the Federal Direct Loan Program. See “Borrower Defense to Repayment” in Item 1. “Business” for additional information.

Although legal action has for the time being blocked implementation of new Defense to Repayment regulations, the outcome of any legal proceeding instituted by a private party or governmental authority, facts asserted in pending or future lawsuits, and/or the outcome of any future governmental inquiry, lawsuit, or enforcement action (including matters described in Note 21 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) could serve as the basis for claims by students or ED under the Defense to Repayment regulations, the posting of substantial letters of credit, or the termination of eligibility of our institutions to participate in the Title IV program based on ED’s institutional capability assessment, any of which could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

While we intend to defend ourselves vigorously in all pending and future legal proceedings, we may settle certain matters. Moreover, regardless of the merits of our actions and defenses, if we are unable to resolve certain legal proceedings or regulatory actions, indirect consequences arising from unproven allegations or appealable regulatory findings may have adverse consequences to us.

We may settle certain matters due to uncertainty in potential outcome, for strategic reasons, as a part of a resolution of other matters, or in order to avoid potentially worse consequences in inherently uncertain judicial or administrative processes. The terms of any such settlement could have a material adverse effect on our business, financial condition, results of operations, and cash flows, and result in the imposition of significant restrictions on us and our ability to operate. Additionally, although inconsistent with its usual practices, ED ~~has~~and other regulatory and accrediting bodies have broad discretion to impose significant limitations on us and our business operations arising from acts it determines are in violation of their regulations or standards. As a result, foreseeable and unforeseeable consequences of prior and prospective adjudicated or settled legal proceedings and regulatory matters could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

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could have a material adverse effect on our business, financial condition, results of operations and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

Within Title IV regulations, pending or future lawsuits, investigations, program reviews, and other events could each trigger, automatically or in some cases at ED’s discretion, the posting of letters of credit or other securities.

ED ~~has recently allowed Adtalem to reduce its outstanding letters of credit by $90.8 million. Nevertheless, ED~~ regulations could require Adtalem to post multiple and substantial letters of credit or other securities in connection with, among other things, certain pending and future claims, investigations, and program reviews, regardless of the merits of our actions or available defenses, or, potentially, the severity of any findings or facts stipulated. The aggregate amount of these letters of credit or other required security could materially and adversely limit our borrowing capacity under our credit agreement and our ability to make capital expenditures and other investments aimed at growing and diversifying our operations, sustain and fund our operations, and make dividend payments to shareholders. Adtalem’s credit agreement allows Adtalem to post up to $~~400~~500.0 million in letters of credit. In the event Adtalem is required to post letters of credit in excess of the $~~400~~500.0 million limit, Adtalem would be required to seek an amendment to its credit agreement or seek an alternative means of providing security required by ED. Adtalem may not be able to obtain the excess letters of credit or security or may only be able to obtain such excess letters of credit or security at significant cost.

We are subject to risks relating to regulatory matters. If we fail to comply with the extensive regulatory requirements for our operations, we could face fines and penalties, including loss of access to federal and state student financial aid for our students, loss of ability to enroll students in a state, and significant civil liability.

As a provider of higher education, we are subject to extensive regulation. These regulatory requirements cover virtually all phases and aspects of our U.S. postsecondary operations, including educational program offerings, facilities, civil rights, safety, public health, privacy, instructional and administrative staff, administrative procedures, marketing and recruiting, financial operations, payment of refunds to students who withdraw, acquisitions or openings of new schools or programs, addition of new educational programs, and changes in our corporate structure and ownership.

In particular, the HEA subjects schools that participate in the various federal student financial aid programs under Title IV, which includes all Adtalem Title IV institutions, to significant regulatory scrutiny. Adtalem’s Title IV institutions collectively receive 7577% of their revenue from Title IV programs. As a result, the suspension, limitation, or termination of the eligibility of any of our institutions to participate in Title IV programs could have a material adverse effect on our ~~business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.~~

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business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

To participate in Title IV programs, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting agency recognized by ED, and be certified by ED as an eligible institution, which ultimately is accomplished through the execution of a PPA.

Our institutions that participate in Title IV programs each do so pursuant to a PPA that, among other things, includes commitments to abide by all applicable laws and regulations, such as Incentive Compensation and Substantial Misrepresentation. Alleged violations of such laws or regulations may form the basis of civil actions for violation of state and/or federal false claims statutes predicated on violations of a PPA, including pursuant to lawsuits brought by private plaintiffs on behalf of governments (qui tam actions), that have the potential to generate very significant damages linked to our receipt of Title IV funding from the government over a period of several years.

Government budgetary pressures and changes to laws governing financial aid programs could reduce our student enrollment or delay our receipt of tuition payments.

Our Title IV institutions collectively receive 7577% of their revenue from Title IV programs. As a result, any reductions in funds available to our students or any delays in payments to us under Title IV programs could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce Adtalem’s student enrollment and/or increase its costs of operation. Political and budgetary concerns significantly affect Title IV programs. The U.S. Congress enacted the HEA to be reauthorized on a periodic basis, which most recently occurred in August 2008.

A comprehensive HEA reauthorization bill has not yet been introduced. However, standalone bills impacting Title IV federal financial aid programs have been introduced in both chambers of Congress. Some of these bills could be included in a larger legislative package, which could include the HEA. When the HEA is reauthorized, existing programs and participation requirements are subject to change. Additionally, funding for student financial assistance programs may be impacted during appropriations and budget actions.

The U.S. Congress can change the laws affecting Title IV programs in annual federal appropriations bills and other laws it enacts between the HEA reauthorizations, as it did in the recent OBBBA, as discussed in detail in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are currently analyzing the changes made by OBBBA and what effect they may have on Adtalem.

At this time, Adtalem cannot predict what additional changes the U.S. Congress may ultimately make. Since a significant percentage of Adtalem’s revenue is tied to Title IV programs, any action by the U.S. Congress that significantly reduces Title IV program funding or the ability of Adtalem’s degree-granting institutions or students to participate in Title IV programs could have a material adverse effect on Adtalem’s business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. Certain legislation, provisions in proposed legislation if enacted, or implementation of existing or future law by a current or future administration, could have a material adverse effect on our business, including but not limited to legislation that limits the enrollment of U.S. citizens in foreign medical schools, legislation that could require institutions to share in the risk of defaulted federal student loans, and legislation that ties institutions’ eligibility for Title IV funds to the earnings of its graduates.

Additionally, a shutdown or significant staff reduction of government agencies, such as ED, responsible for administering student financial aid programs under Title IV could lead to delays in student eligibility determinations, delays in origination and disbursement of government-funded student loans to our students, and delays in issuing regulations and guidance related to legislation governing federal financial aid.

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budgetary concerns significantly affect Title IV programs. The U.S. Congress enacted the HEA to be reauthorized on a periodic basis, which most recently occurred in August 2008.

The U.S. Congress can change the laws affecting Title IV programs in annual federal appropriations bills and other laws it enacts between the HEA reauthorizations. At this time, Adtalem cannot predict any or all of the changes that the U.S. Congress may ultimately make. Since a significant percentage of Adtalem’s revenue is tied to Title IV programs, any action by the U.S. Congress that significantly reduces Title IV program funding or the ability of Adtalem’s degree-granting institutions or students to participate in Title IV programs could have a material adverse effect on Adtalem’s business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. Certain provisions in proposed legislation, if enacted, or implementation of existing or future law by a current or future administration, could have a material adverse effect on our business, including but not limited to legislation that limits the enrollment of U.S. citizens in foreign medical schools and legislation that could require institutions to share in the risk of defaulted federal student loans.

Additionally, a shutdown of government agencies, such as ED, responsible for administering student financial aid programs under Title IV could lead to delays in student eligibility determinations and delays in origination and disbursement of government-funded student loans to our students.

Our ability to comply with some ED regulations is affected by economic forces affecting our students and graduates that are not entirely within our control.

Our ability to comply with several ED regulations is not entirely within our control. In particular, our ability to participate in federal Title IV programs is dependent on the ability of our past students to avoid default on student loans, obtain sufficiently remunerative employment, and of our future students to pay for a portion of their education with private funds. These factors are influenced by broader economic drivers, including the personal or family wealth of our students, the overall employment outlook for their area of study, and the availability of private financing sources. An economic downturn could impact these factors, which could have a material adverse effect on our business, financial condition, results of operation, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. ~~Institutions~~Additionally, institutions may lose Title IV eligibility if the most recent cohort default rate on student loans exceeds 40% or if each of the three most recent cohort default rates exceed 30%. According to ED, the default rate for all Title IV institutions nationally was 0.0% for the fiscal year 2021 cohort, 0.0% for the fiscal year 2020 cohort, and 2.3% for the fiscal year 2019 cohort. The ~~cohort~~recently ~~default~~enacted ~~rates~~Do ~~for~~No ~~Adtalem’s~~Harm ~~institutions~~provisions ~~were~~of 0OBBBA are discussed in detail in Item 1.0% ~~for~~“Business” ~~2020~~and Item 7. “Management’s Discussion and ~~none~~Analysis ~~were~~of ~~greater~~Financial ~~than~~Condition 1and Results of Operations.1%” ~~for~~We ~~the~~are ~~fiscal~~currently ~~year~~evaluating ~~2019~~whether ~~cohort~~Do No Harm will impact any Adtalem programs.

ED rules prohibiting “substantial misrepresentation” create exposure to litigation arising from student and prospective student complaints and enforcement actions by ED that could restrict or eliminate our eligibility to participate in Title IV programs.

ED regulations in effect for federal Stafford loans prohibit any “substantial misrepresentation” by our Title IV institutions, employees, and agents regarding the nature of the institution’s educational programs, its financial charges, or the employability of its graduates. These regulations may, among other things, subject us to claims of sanctions for statements containing errors made to non-students, including any member of the public, impose liability on us for the conduct of others and expose us to liability even when no actual harm occurs. A “substantial misrepresentation” is any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. It is possible that despite our efforts to prevent misrepresentations, our employees or service providers may make statements that could be construed as substantial misrepresentations. As a result, we may face complaints from students and prospective students over statements made by us and our agents in advertising and marketing, during the enrollment, admissions and financial aid process, and throughout attendance at any of our Title IV institutions, which would expose us to increased risk of enforcement action and applicable sanctions or other penalties, including potential Borrower Defense to Repayment liabilities, and increased risk of private qui tam actions under the Federal False Claims Act. If ED determines that an institution has engaged in substantial misrepresentation, ED may (1) fine the institution; (2) discharge students’ debt and hold the institution liable for the discharged debt under the HEA and the Borrower Defense to Repayment regulations; and/or (3) suspend or terminate an institution’s participation in Title IV programs. Alternatively, ED may impose certain other limitations on the institution’s participation in Title IV programs, which could include the denial of applications for approval of new programs or locations, a requirement to post a substantial letter of credit, or the imposition of one of ED’s heightened cash monitoring processes. Any of the foregoing actions could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

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Act. If ED determines that an institution has engaged in substantial misrepresentation, ED may (1) fine the institution; (2) discharge students’ debt and hold the institution liable for the discharged debt under the HEA and the Defense to Repayment regulations; and/or (3) suspend or terminate an institution’s participation in Title IV programs. Alternatively, ED may impose certain other limitations on the institution’s participation in Title IV programs, which could include the denial of applications for approval of new programs or locations, a requirement to post a substantial letter of credit, or the imposition of one of ED’s heightened cash monitoring processes. Any of the foregoing actions could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

A failure to demonstrate financial responsibility or administrative capability may result in the loss of eligibility to participate in Title IV programs.

All of our Title IV institutions are subject to meeting financial and administrative standards. These standards are assessed through annual compliance audits, periodic renewal of institutional PPAs, periodic program reviews, and ad hoc events which may lead ED to evaluate an institution’s financial responsibility or administrative capability. See “Financial Responsibility” and “Administrative Capability” in Item 1. “Business” for additional information.

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If ED does not recertify any one of our institutions to continue participating in Title IV programs, students at that institution would lose their access to Title IV program funds. Alternatively, ED could recertify our institutions but require our institutions to accept significant limitations as a condition of their continued participation in Title IV programs.

ED certification to participate in Title IV programs lasts a maximum of six years, and institutions are thus required to seek recertification from ED on a regular basis in order to continue their participation in Title IV programs. An institution must also apply for recertification by ED if it undergoes a change in control, as defined by ED regulations.

Each of our Title IV institutions operates under a PPA. There can be no assurance that ED will recertify an institution after its PPA expires or that ED will not limit the period of recertification to participate in Title IV programs to less than six years, place the institution on provisional certification, or impose conditions or other restrictions on the institution as a condition of granting our application for recertification. If ED does not renew or withdraws the certification to participate in Title IV programs for one or more of our institutions at any time, students at such institution would no longer be able to receive Title IV program funds. Alternatively, ED could (1) renew the certifications for an institution, but restrict or delay receipt of Title IV funds, limit the number of students to whom an institution could disburse such funds, or place other restrictions on that institution, or (2) delay recertification after an institution’s PPA expires, in which case the institution’s certification would continue on a month-to-month basis, any of which could have a material adverse effect on the businesses, financial condition, results of operations, and cash flows of the institution or Adtalem as a whole and could result in the imposition of significant restrictions on the ability of the institution or Adtalem as a whole to operate. See “Program Participation Agreement” in Item 1. “Business” for additional information.

If we fail to maintain our institutional accreditation or if our institutional accrediting body loses recognition by ED, we would lose our ability to participate in Title IV programs.

The loss of institutional accreditation by any of our Title IV institutions would leave the affected institution ineligible to participate in Title IV programs and would have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. In addition, an adverse action by any of our institutional accreditors other than loss of accreditation, such as issuance of a warning or probation, could have a material adverse effect on our business. Increased scrutiny of accreditors by ED in connection with ED’s recognition process may result in increased scrutiny of institutions by accreditors or have other consequences.

If regulators do not approve, or delay their approval, of transactions involving a material change of ownership or change of control of Adtalem, the eligibility of our institutions to participate in Title IV programs, our institutions’ accreditations and our institutions’ state licenses may be impaired in a manner that materially and adversely affects our business.

Any material change of ownership or change of control of Adtalem, depending on the type of change, may have significant regulatory consequences for each of our Title IV institutions. Such a change of ownership or control could require recertification by ED, the reevaluation of accreditation by each institution’s accreditors, reauthorization by each institution’s state licensing agencies, and/or providing financial protections. If Adtalem experiences a material change of ownership or change of control, then our Title IV institutions may cease to be eligible to participate in Title IV programs until recertified by ED. The continuing participation of each of our Title IV institutions in Title IV programs is critical to our business. Any disruption in an institution’s eligibility to participate in Title IV programs would materially and adversely impact our business, financial condition, results of operations, and cash flows.

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Ifuntil ~~regulators~~the doaccreditation ~~not~~is ~~approve,~~reinstated or ~~delay~~is ~~their~~obtained ~~approval,~~from ofanother ~~transactions~~appropriate ~~involving~~accrediting abody. ~~material~~There ~~change~~is ofno ~~ownership~~assurance orthat ~~change~~reinstatement of ~~control~~accreditation ofcould ~~Adtalem~~be obtained on a timely basis, ~~the~~if ~~eligibility~~at ofall, ~~our~~and ~~institutions~~accreditation tofrom ~~participate~~a indifferent ~~Title~~qualified IVaccrediting ~~programs~~authority, ~~our~~if ~~institutions’~~available, ~~accreditations~~would ~~and~~require ~~our~~a ~~institutions’~~significant ~~state~~amount ~~licenses~~of ~~may~~time. beAny ~~impaired~~material disruption in aaccreditation ~~manner~~would ~~that~~ materially and adversely ~~affects~~impact our business, financial condition, results of operations, and cash flows.

Any material change of ownership or change of control of Adtalem, depending on the type of change, may have significant regulatory consequences for each of our Title IV institutions. Such a change of ownership or control could require recertification by ED, the reevaluation of accreditation by each institution’s accreditors, reauthorization by each institutions’ state licensing agencies, and/or providing financial protections. If Adtalem experiences a material change of ownership or change of control, then our Title IV institutions may cease to be eligible to participate in Title IV programs until recertified by ED. The continuing participation of each of our Title IV institutions in Title IV programs is critical to our business. Any disruption in an institution’s eligibility to participate in Title IV programs would materially and adversely impact our business, financial condition, results of operations, and cash flow.

In addition, each Title IV institution is required to report any material change in stock ownership to its principal institutional accrediting body and would generally be required to obtain approval prior to undergoing any transaction that affects, or may affect, its corporate control or governance. In the event of any such change, each of our institution’s accreditors may undertake an evaluation of the effect of the change on the continuing operations of our institution for purposes of determining if continued accreditation is appropriate, which evaluation may include a comprehensive review. If our accreditors determine that the change is such that prior approval was required, but was not obtained, many of our accreditors’ policies require the accreditor to consider withdrawal of accreditation. If certain accreditation is suspended or withdrawn with respect to any of our Title IV institutions, they would not be eligible to participate in Title IV programs until the accreditation is reinstated or is obtained from another appropriate accrediting body. There is no assurance that reinstatement of accreditation could be obtained on a timely basis, if at all, and accreditation from a different qualified accrediting authority, if available, would require a significant amount of time. Any material disruption in accreditation would materially and adversely impact our business, financial condition, results of operations, and cash flow.

In addition, some states in which our Title IV institutions are licensed require approval (in some cases, advance approval) of changes in ownership or control in order to remain authorized to operate in those states, and participation in grant programs in some states may be interrupted or otherwise affected by a change in ownership or control.

A bankruptcy filing by us or by any of our Title IV institutions, or a closure of one of our Title IV institutions, would lead to an immediate loss of eligibility to participate in Title IV programs.

In the event of a bankruptcy filing by Adtalem, all of our Title IV institutions would lose their eligibility to participate in Title IV programs, pursuant to statutory provisions of the HEA, notwithstanding the automatic stay provisions of federal bankruptcy law, which would make any reorganization difficult to implement. Similarly, in the event of a bankruptcy filing by any of Adtalem’s subsidiaries that own a Title IV institution, such institution would lose its eligibility to participate in Title IV programs. In the event of any bankruptcy affecting one or more of our Title IV institutions, ED could hold our other Title IV institutions jointly liable for any Title IV program liabilities, whether asserted or unasserted at the time of such bankruptcy, of the institution whose Title IV program eligibility was terminated.

Further, in the event that an institution closes and fails to pay liabilities or other amounts owed to ED, ED can attribute the liabilities of that institution to other institutions under common ownership. If any one of our Title IV institutions were to close or have unpaid ED liabilities, ED could seek to have those liabilities repaid by one of our other Title IV institutions.

Excessive student loan defaults could result in the loss of eligibility to participate in Title IV programs.

Our Title IV institutions may lose their eligibility to participate in Title IV programs if their student loan default rates are greater than standards set by ED. An educational institution may lose its eligibility to participate in some or all Title IV programs, if, for three consecutive federal fiscal years, 30% or more of its students who were required to begin repaying their student loans in the relevant federal fiscal year default on their payment by the end of the next two federal fiscal years. In addition, an institution may lose its eligibility to participate in some or all Title IV programs if its default rate for a federal fiscal year was greater than 40%. If any of our Title IV institutions lose eligibility to participate in Title IV programs because of high student loan default rates, it would have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. See “Cohort Default Rate” in Item 1. “Business” for additional information. Nevertheless, Adtalem’s cohort default rates are far below such thresholds as discussed in “Cohort Default Rate” in Item 1. “Business.”

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condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. See “Cohort Default Rate” in Item 1. “Business” for additional information. Nevertheless, Adtalem’s cohort default rates are far below such thresholds as discussed in “Cohort Default Rate” in Item 1. “Business.”

Our Title IV institutions could lose their eligibility to participate in federal student financial aid programs if the percentage of their revenue derived from those programs were too high.

Our Title IV institutions may lose eligibility to participate in Title IV programs if, on a cash basis, the percentage of the institution’s revenue derived from Title IV programs for two consecutive fiscal years is greater than 90% ~~(the “90/10 Rule”)~~. Further, if an institution exceeds the 90% threshold for any single fiscal year, ED could place that institution on provisional certification status for the institution’s following two fiscal years. See “The 90/10 Rule” in Item 1. “Business” for additional information.

If we fail to maintain any of our state authorizations, we would lose our ability to operate in that state and to participate in Title IV programs in that state.

Our Title IV institutions must be authorized to operate by the appropriate postsecondary regulatory authority in each state in which the institution is located. See “State Authorization” in Item 1. “Business” for a description of Adtalem’s current U.S. approvals.

The loss of state authorization would, among other things, render the affected institution ineligible to participate in Title IV programs, at least at those state campus locations, and otherwise limit that school’s ability to operate in that state. If these pressures and uncertainty continue in the future, or if one or more of our institutions are unable to offer programs in one or more states, it could have a material adverse impact on our enrollment, revenue, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

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in one or more states, it could have a material adverse impact on our enrollment, revenue, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

Our ability to place our medical schools’ students in hospitals in the U.S. may be limited by efforts of certain state government regulatory bodies, which may limit the growth potential of our medical schools, put our medical schools at a competitive disadvantage to other medical schools, or force our medical schools to substantially reduce their class sizes.

AUC and RUSM enter into affiliation agreements with hospitals across the U.S. to place their third and fourth year students in clinical programs at such hospitals. Certain states with regulatory programs that require state approval of clinical education programs may preclude, limit, or impose onerous requirements on Adtalem’s entry into affiliation agreements with hospitals in their states. If states limit access to affiliation arrangements, our medical schools may be at a competitive disadvantage to other medical schools, and our medical schools may be required to substantially restrict their enrollment due to limited clinical opportunities for enrolled students. The impact on enrollment, and the potential for enrollment growth, of such restrictions on our medical schools’ clinical placements could have a material adverse effect on our business, financial conditions, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

Budget constraints in states that provide state financial aid to our students could reduce the amount of such financial aid that is available to our students, which could reduce our enrollment and adversely affect our 90/10 Rule percentage.

Some states may reduce or eliminate various student financial assistance programs or establish minimum performance measures as a condition of participation. If our students who receive this type of assistance cannot secure alternate sources of funding, they may be forced to withdraw, reduce the rate at which they seek to complete their education, or replace the source with more expensive forms of funding, such as private loans. Other students who would otherwise have been eligible for state financial assistance may not be able to enroll without such aid. This reduced funding could decrease our enrollment and adversely affect our business, financial condition, results of operations, and cash flows.

In addition, the reduction or elimination of these non-Title IV sources of student funding may adversely affect our 90/10 ~~rate~~Rule percentage.

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We could be subject to sanctions if we fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program.

The HEA and ED regulations require us to calculate refunds of unearned Title IV program funds disbursed to students who withdraw from their educational program. If refunds are not properly calculated or timely paid, we may be required to post a letter of credit with ED or be subject to sanctions or other adverse actions by ED, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

A failure of our vendors to comply with applicable regulations in the servicing of our students and institutions could subject us to fines or restrictions on or loss of our ability to participate in Title IV programs.

We contract with unaffiliated entities for student software systems and services related to the administration of portions of our Title IV and financing programs. Because each of our institutions may be jointly and severally liable for the actions of third-party servicers and vendors, failure of such servicers to comply with applicable regulations could have a material adverse effect on our institutions, including fines and the loss of eligibility to participate in Title IV programs, which could have a material adverse effect on our enrollment, revenue, ~~and~~ results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. If any of our third-party servicers discontinues providing such services to us, we may not be able to replace such third-party servicer in a timely, cost-efficient, or effective manner, or at all, and we could lose our ability to comply with collection, lending, and Title IV requirements, which could have a material adverse effect on our enrollment, revenue, ~~and~~ results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

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We provide financing programs to assist some of our students in affording our educational offerings. These programs are subject to various federal and state rules and regulations. Failure to comply with these regulations could subject us to fines, penalties, obligations to discharge loans, and other injunctive requirements.

If we, or one of the companies that service our credit programs, do not comply with laws applicable to the financing programs that assist our students in affording our educational offerings, including Truth in Lending and Fair Debt Collections Practices laws and the Unfair, Deceptive or Abusive Acts or Practices provisions of Title X of the Dodd-Frank Act, we could be subject to fines, penalties, obligations to discharge the debts, and other injunctive requirements, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate. Additionally, an adverse allegation, finding or outcome in any of these matters could also materially and adversely affect our ability to maintain, obtain or renew licenses, approvals or accreditation, and maintain eligibility to participate in Title IV programs or serve as a basis for ED to discharge certain Title IV student loans and seek recovery for some or all of its resulting losses from us, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

Release of confidential information could subject us to civil penalties or cause us to lose our eligibility to participate in Title IV programs.

As an educational institution participating in federal and state student assistance programs and collecting financial receipts from enrollees or their sponsors, we collect and retain certain confidential information. Such information is subject to federal and state privacy and security rules, including the Family Education Right to Privacy Act, the Health Insurance Portability and Accountability Act, and the Fair and Accurate Credit Transactions Act. Release or failure to secure confidential information or other ~~noncompliance~~non-compliance with these rules could subject us to fines, loss of our capacity to conduct electronic commerce, and loss of eligibility to participate in Title IV programs, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We could be subject to sanctions if we fail to accurately and timely report sponsored students’ tuition, fees, and enrollment to the sponsoring agency.

A significant portion of our enrollment is sponsored through various federal and state supported agencies and programs, including the U.S. Department of Defense, the U.S. Department of Labor, and the U.S. Department of Veterans Affairs. As a recipient of funds, we are subject to periodic reviews and audits. Inaccurate or untimely reporting or administration of funds to students could result in suspension or termination of our eligibility to participate in these federal and state programs and have a material adverse impact on enrollment and revenue, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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of funds to students could result in suspension or termination of our eligibility to participate in these federal and state programs and have a material adverse impact on enrollment and revenue, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our enrollment may be adversely affected by presentations of data that are not representative of actual educational costs for our prospective students.

ED and other public policy organizations are concerned with the affordability of higher education and have developed various tools and resources to help students find low-cost educational alternatives. These resources primarily rely on and present data for first-time, full-time residential students, which is not representative of most of our prospective students. These presentations may influence some prospective students to exclude our institutions from their consideration, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Related to Adtalem’s Business

Student enrollment at our schools is affected by legislative, regulatory, and economic factors that may change in ways we cannot predict. These factors outside our control limit our ability to assess our future enrollment effectively.

Our future revenue and growth depend on a number of factors, including many of the regulatory risks discussed above and business risks discussed below. Despite ongoing efforts to provide more scholarships and other financing sources to prospective students, and to increase quality and build our reputation, negative perceptions of the value of a college degree, increased reluctance to take on debt, and the resulting lower student consumer confidence may continue to impact enrollment in the future. In addition, technological innovations in the delivery of low-cost education alternatives and increased competition could negatively affect enrollment.

We are subject to risks relating to enrollment of students. If we are not able to continue to successfully recruit and retain our students, our revenue may decline.

Our undergraduate and graduate educational programs are concentrated in selected areas of medical and healthcare. If applicant career interests or employer needs shift away from these fields, and we do not anticipate or adequately respond to that trend, future enrollment and revenue may decline and the rates at which our graduates obtain jobs involving their fields of study could decline.

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If our graduates are unable to find appropriate employment opportunities or obtain professional licensure or certification, we may not be able to recruit new students.

If employment opportunities for our graduates in fields related to their educational programs decline or they are unable to obtain professional licenses or certifications in their chosen fields, future enrollment and revenue may decline as potential applicants choose to enroll at other educational institutions or providers.

We face heightened competition in the postsecondary education market from both public and private educational institutions.

Postsecondary education in our existing and new market areas is competitive. We compete with traditional public and private two-year and four-year colleges, other proprietary schools, and alternatives to higher education. Some of our competitors, both public and private, have greater financial and nonfinancial resources than us. Some of our competitors, both public and private, are able to offer programs similar to ours at a lower tuition level for a variety of reasons, including the availability of direct and indirect government subsidies, government and foundation grants, large endowments, tax-deductible contributions, and other financial resources not available to proprietary institutions, or by providing fewer student services or larger class sizes. An increasing number of traditional colleges and community colleges are offering distance learning and other online education programs, including programs that are geared towards the needs of working adults. This trend has been accelerated by private companies that provide and/or manage online learning platforms for traditional colleges and community colleges. As the proportion of traditional colleges providing alternative learning modalities increases, we will face increasing competition for students from traditional colleges, including colleges with well-established reputations for excellence. As the online and distance learning segment of the postsecondary education market matures, we believe that the intensity of the competition we face will continue to increase. This intense competition could make it more challenging for us to enroll students who are likely to succeed in our educational programs, which could adversely affect our new student enrollment levels and student persistence and put downward pressure on our tuition rates, any of which could materially and adversely affect our business, financial condition, results of operations, and cash flows.

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could make it more challenging for us to enroll students who are likely to succeed in our educational programs, which could adversely affect our new student enrollment levels and student persistence and put downward pressure on our tuition rates, any of which could materially and adversely affect our business, financial condition, results of operations, and cash flows.

Outbreaks of communicable infections or diseases, or other public health pandemics in the locations in which we, our students, faculty, and employees live, work, and attend classes, could substantially harm our business.

Disease outbreaks and other public health conditions in the locations in which we, our students, faculty, and employees live, work, and attend classes could have a significant negative impact on our revenue, profitability, and business. We ~~will~~ continue to evaluate, and if appropriate, adopt other measures in the future required for the ongoing safety of our students and employees. If our business experiences prolonged occurrences of adverse public health conditions ~~and the reinstatement of stay-at-home orders~~, we believe it could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Natural disasters or other extraordinary events or political disruptions may cause us to close some of our schools or suffer casualty losses.

We may experience business interruptions or casualty losses resulting from natural disasters, inclement weather, transit disruptions, political disruptions, or other events in one or more of the geographic areas in which we operate, particularly in the West Coast and Gulf States of the U.S., and the Caribbean. These events could impair the value of our assets and/or cause us to close schools, temporarily or permanently, and could affect student recruiting opportunities in those locations, causing enrollment and revenue to decline, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

The personal information that we collect may be vulnerable to breach, theft, or loss that could adversely affect our reputation and operations.

Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. We collect, use, and retain large amounts of personal information regarding our students and their families~~, including social security numbers, tax return information, personal and family financial data, and credit card numbers~~. We also collect and maintain personal information of our employees and contractors in the ordinary course of our business. Some of this personal information is held and managed by certain of our vendors. Confidential information also may become available ~~to third parties inadvertently when we integrate or convert computer networks into our network following an acquisition or in connection with system upgrades from time to time.~~

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to third parties inadvertently when we integrate or convert computer networks into our network following an acquisition or in connection with system upgrades from time to time.

Due to the sensitive nature of the information contained on our networks, such as students’ financial information and grades, our networks may be targeted by hackers. Attacks could have a significant negative impact on our systems and operations. Anyone who circumvents security measures could misappropriate proprietary or confidential 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 privacy. In addition, errors in the storage, use, or transmission of personal information could result in a breach of privacy. Possession and use of personal information in our operations also subjects us to legislative and regulatory burdens that could require notification of data breaches and restrict our use of personal information. We cannot assure that a breach, loss, or theft of personal information will not occur. A breach, theft, or loss of personal information regarding our students and their families, employees, or contractors that is held by us or our vendors could have a material adverse effect on our reputation and results of operations and result in liability under state and federal privacy statutes and legal actions by federal or state authorities and private litigants, any of which could have a material adverse effect on our business and result in the imposition of significant restrictions on us and our ability to operate.

System disruptions and vulnerability from security risks to our computer network or information systems could severely impact our ability to serve our existing students and attract new students.

The performance and reliability of our computer networks and system applications, especially online educational platforms and student operational and financial aid packaging applications, are critical to our reputation and ability to attract and retain students. System errors, disruptions or failures, including those arising from unauthorized access, computer hackers, computer viruses, denial of service attacks, and other security threats, could adversely impact our delivery of educational content to our students or result in delays and/or errors in processing student financial aid and related disbursements. Such events could have a material adverse effect on the reputation of our institutions, our financial condition, results of operations, and cash flows. We may be required to expend significant resources to protect against system errors, failures or disruptions, or the threat of security breaches, or to repair or otherwise mitigate problems caused by any actual errors, disruptions, failures, or breaches. We cannot ensure that these efforts will protect our computer networks, or fully mitigate the resulting impact of interruptions or malfunctions in our operations, despite our regular monitoring of our technology infrastructure security and business continuity plans.

A breach of our information technology systems could subject us to liability, reputational damage, or interrupt the operation of our business.

We rely upon our information technology systems and infrastructure to operate our business. We could experience theft of sensitive data or confidential information or reputational damage from malware or other cyber-attacks, which may compromise our system infrastructure or lead to data leakage, either internally or at our third-party providers. Similarly, data privacy breaches by those who access our systems may pose a risk that sensitive data, including intellectual property, trade secrets, or personal information belonging to us, our employees, students, or business partners, may be exposed to unauthorized persons or to the public. Cyber-attacks are increasing in their frequency, sophistication, and intensity, and have become increasingly difficult to detect and respond to. There can be no assurance that our mitigation efforts to protect our data and information technology systems will prevent breaches in our systems (or that of our third-party providers) that could adversely affect our operations and business and result in financial and reputational harm to us, theft of trade secrets and other proprietary information, legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties. Although we maintain a cybersecurity insurance policy covering costs that we may incur in connection with incidents, we nevertheless may incur expenses and losses related to a cyber incident that are not covered by insurance or are in excess of our insurance coverage.

Government regulations relating to the internet could increase our cost of doing business and affect our ability to grow.

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~~attract~~various ~~and retain students. System errors~~state, ~~disruptions or failures~~local, ~~including~~and ~~those~~foreign ~~arising from unauthorized access~~jurisdictions, ~~computer~~fair ~~hackers,~~business ~~computer viruses~~practices, ~~denial of service attacks,~~ and ~~other~~the ~~security~~requirement ~~threats,~~that ~~could~~online ~~adversely~~education ~~impact~~institutions ~~our~~qualify ~~delivery~~to ofdo ~~educational~~business ~~content~~as toforeign ~~our~~corporations ~~students~~ or ~~result~~be licensed in ~~delays~~one ~~and/~~or ~~errors~~more injurisdictions ~~processing~~where ~~student~~they ~~financial aid and related disbursements. Such events could~~ have ano ~~material~~physical ~~adverse~~location ~~effect~~or onother ~~the~~presence. ~~reputation~~New ~~of our institutions~~laws, ~~our financial condition~~regulations, ~~results~~or ofinterpretations ~~operations,~~related ~~and cash flows. We may be required~~ to ~~expend~~doing ~~significant~~business ~~resources~~over ~~to protect against system errors, failures or disruptions, or~~ the ~~threat~~internet ofcould ~~security~~increase ~~breaches,~~our orcosts toand ~~repair~~materially orand ~~otherwise~~adversely ~~mitigate~~affect ~~problems~~our ~~caused by any actual errors~~enrollment, ~~disruptions,~~which ~~failures,~~could orhave ~~breaches. We~~a ~~cannot~~material ~~ensure~~adverse ~~that~~effect ~~these~~on ~~efforts will protect~~ our ~~computer networks~~business, orfinancial ~~fully~~condition, ~~mitigate~~results ~~the resulting impact~~ of ~~interruptions or malfunctions in our~~ operations, ~~despite our regular monitoring of our technology infrastructure security~~ and ~~business~~cash ~~continuity plans~~flows.

A breach of our information technology systems could subject us to liability, reputational damage or interrupt the operation of our business.

We rely upon our information technology systems and infrastructure for operating our business. We could experience theft of sensitive data or confidential information or reputational damage from malware or other cyber-attacks, which may compromise our system infrastructure or lead to data leakage, either internally or at our third-party providers. Similarly, data privacy breaches by those who access our systems may pose a risk that sensitive data, including intellectual property, trade secrets or personal information belonging to us, our employees, students, or business partners, may be exposed to unauthorized persons or to the public. Cyber-attacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect and respond to. There can be no assurance that our mitigation efforts to protect our data and information technology systems will prevent breaches in our systems (or that of our third-party providers) that could adversely affect our operations and business and result in financial and reputational harm to us, theft of trade secrets and other proprietary information, legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties.

Government regulations relating to the internet could increase our cost of doing business and affect our ability to grow.

The use of the internet and other online services has led to and may lead to the adoption of laws and regulations in the U.S. or foreign countries and to changing interpretations of existing laws and regulations. These laws, regulations, and interpretations may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, cost of internet access, and services, allocation, and apportionment of income amongst various state, local, and foreign jurisdictions, fair business practices, and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence. New laws, regulations, or interpretations related to doing business over the internet could increase our costs and materially and adversely affect our enrollment, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our ability to open new campuses, offer new programs, and add capacity is dependent on regulatory approvals and requires financial and human resources.

As part of our strategy, we intend to open new campuses, offer new educational programs, and add capacity to certain existing locations. Such actions require us to obtain appropriate federal, state, and accrediting agency approvals. In addition, adding new locations, programs, and capacity may require significant financial investments and human resource capabilities. The failure to obtain appropriate approvals or to properly allocate financial and human resources could adversely impact our future growth. The impacts of potential tariffs on supply chains and construction materials may increase the costs of building new campuses.

We may not be able to attract, retain, and develop key employees necessary for our operations and the successful execution of our strategic plans.

We may be unable to attract, retain, and develop key employees with appropriate educational qualifications and experience. In addition, we may be unable to effectively plan and prepare for changes in key employees. Such matters may cause us to incur higher wage expense and/or provide less student support and customer service, which could adversely affect enrollment, revenue, and expense. A significant amount of our compensation for key employees is tied to our financial performance. We may require new employees in order to execute some of our strategic plans. Uncertainty regarding our future financial performance may limit our ability to attract new employees with competitive compensation or increase our cost of recruiting and retaining such new employees.

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regarding our future financial performance may limit our ability to attract new employees with competitive compensation or increase our cost of recruiting and retaining such new employees.

We may not be able to successfully integrate acquisitions.

As part of our strategy, we are actively exploring acquisition opportunities primarily in the U.S. We have acquired and may in the future acquire additional education institutions or education related businesses aligned to our strategy. Any acquisition involves significant risks and uncertainties, including, but not limited to:

Inability to successfully integrate the acquired operations and personnel into our business and maintain uniform standards, controls, policies, and procedures;

Failure to secure applicable regulatory approvals;

Assumption of known and unknown liabilities;

Diversion of significant attention of our senior management from day-to-day operations;

Issues not discovered in our due diligence process, including compliance issues, commitments, and/or contingencies; and

Financial commitments, investments in foreign countries, and compliance with debt covenants and ED financial responsibility scores.

Expansion into new international markets will subject us to risks inherent in international operations.

To the extent that we expand internationally, we will face risks that are inherent in international operations including, but not limited to:

Compliance with foreign laws and regulations;

Management of internal operations;

Foreign currency exchange rate fluctuations;

Ability to protect intellectual property;

Monetary policy risks, such as inflation, hyperinflation, and deflation;

Price controls or restrictions on exchange of foreign currencies;

Political and economic instability in the countries in which we operate;

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Potential unionization of employees under local labor laws;

Multiple and possibly overlapping and conflicting tax laws;

Inability to cost effectively repatriate cash balances; and

Compliance with U.S. laws and regulations such as the Foreign Corrupt Practices Act.

~~Proposed~~Changes ~~changes~~ in, ortax ~~lapses~~laws ~~of,~~or ~~U.S.~~exposure ~~tax~~to ~~laws~~additional ~~regarding~~income ~~earnings~~tax ~~from~~liabilities ~~international~~may ~~operations~~have ~~could~~a ~~adversely~~negative ~~affect~~impact on our financial results.

Our effective tax rate could be subject to volatility or be adversely impacted by changes to federal tax laws governing the taxation of foreign earnings of U.S. based companies. For example, recent changes to U.S. tax laws significantly impacted how U.S. multinational corporations are taxed on foreign earnings. Numerous countries are evaluating their existing tax laws, due in part to recommendations made by the Organization for Economic Co-operation and Development’s (“OECD’s”) Base Erosion and Profit Shifting (“BEPS”) project. This project includes a two-pillar approach to global taxation focusing on global project allocation (Pillar One) and a global minimum tax rate of 15% (Pillar Two). Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules, which, in general, are ~~expected to be~~ applicable for our fiscal year 2025. We are continuing to evaluate emerging developments related to the Pillar Two model rules and related legislation in jurisdictions in which we operate. These changes increase tax uncertainty and may adversely impact our effective tax rate in future years. We will continue to monitor pending legislation and implementation by individual countries and evaluate the potential impact on our financial statements. A significant portion of the additional provisions for income taxes we have made due to the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) is payable by us over a period of up to eight years. As a result, our cash flows from operating activities will be adversely impacted until the additional tax provisions are paid in full. In addition, Adtalem has benefitted from the ability to enter into international intercompany arrangements without incurring

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U.S. taxation due to a law, which expires in fiscal year 2026, deferring U.S. taxation of “foreign personal holding company income” such as foreign income from dividends, interest, rents, and royalties. If this law is not extended, or a similar law adopted, our consolidated tax provision would be impacted beginning in our fiscal year 2027, and we may not be able to allocate international capital optimally without realizing U.S. income taxes, which would increase our effective income tax rate and adversely impact our earnings and cash flows.

Changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results.

Our future effective tax rates could be subject to volatility or adversely affected by: earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated earnings in countries where we have higher statutory rates; changes in the valuation of our deferred tax assets and liabilities; expiration of or lapses in various tax law provisions; tax treatment of stock-based compensation; costs related to intercompany or other restructurings; or other changes in tax rates, laws, regulations, accounting principles, or interpretations thereof. In addition, we are subject to examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. Although we have accrued tax and related interest for potential adjustments to tax liabilities for prior years, there can be no assurance that the outcomes from these continuous examinations will not have a material effect, either positive or negative, on our business, financial condition, and results of operations.

Our goodwill and intangible assets potentially could be impaired if our business results and financial condition were materially and adversely impacted by risks and uncertainties.

Adtalem’s market capitalization can be affected by, among other things, changes in industry or market conditions, changes in results of operations, and changes in forecasts or market expectations related to future results. If our market capitalization were to remain below its carrying value for a sustained period of time or if such a decline becomes indicative that the fair values of our reporting units have declined below their carrying values, an impairment test may result in a non-cash impairment charge. As of June 30, ~~2024~~2025, intangible assets from business combinations totaled $~~776~~765.75 million and goodwill totaled $961.3 million. Together, these assets equaled 63% of total assets as of such date. If our business results and financial condition were materially and adversely impacted, then such intangible assets and goodwill could be impaired, requiring a possible write-off of up to $~~776~~765.75 million of intangible assets and up to $961.3 million of goodwill.

We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value. Repurchases we consummate could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance.

Our Board authorized a share repurchase program pursuant to which we may repurchase up to $~~300~~150.0 million of our common stock through ~~January~~May 166, ~~2027~~2028. As of June 30, ~~2024~~2025, $~~211~~150.60 million of authorized share repurchases were remaining under this share repurchase program. The manner, timing, and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities. The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Further, our share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, or reduce our available cash balance. Our share repurchase program may be modified, suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock. Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value.

~~We and our subsidiaries may not be able to generate sufficient cash to service all of our indebtedness and may not be able to refinance our debt obligations.~~27

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~~our~~volatility ~~indebtedness. In addition, because we conduct a significant portion~~ of ~~our operations through our subsidiaries, repayment of our indebtedness is also dependent on~~ the ~~generation~~price of ~~cash flow by~~ our ~~subsidiaries~~common ~~and their ability to make such cash available to us by dividend~~stock, ~~debt repayment,~~ or ~~otherwise.~~reduce ~~Our subsidiaries are distinct legal entities and other than the guarantors on~~ our ~~indebtedness, they do not have any obligation to pay amounts due on the Notes or to make funds~~ available ~~for~~cash ~~that purpose or for other obligations~~balance. ~~Pursuant~~Our toshare ~~applicable~~repurchase ~~state~~program ~~limited liability company laws and other laws and regulations, our non-guarantor subsidiaries~~ may ~~not~~ be ~~able~~modified, tosuspended, or ~~may~~terminated ~~not~~at beany ~~permitted to~~time, ~~make~~which ~~distributions~~may toresult us in ~~order~~a todecrease ~~enable us to make payments~~ in ~~respect of~~ the ~~Notes~~trading ~~(as~~prices ~~defined~~of inour ~~Note~~common ~~14 “Debt” to the Consolidated Financial Statements in Item 8~~stock. ~~“Financial~~Even ~~Statements~~if ~~and Supplementary Data”) and~~ our ~~Term~~share ~~Loan~~repurchase Bprogram ~~(as~~is ~~defined~~fully inimplemented, ~~Note~~it 14may ~~“Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”). In the event that we do~~ not ~~receive~~enhance ~~distributions from our non~~long-~~guarantor~~term ~~subsidiaries,~~stockholder ~~we may be unable to make required principal and interest payments on our indebtedness~~value.

InWe ~~addition,~~and ~~there can be no assurance that~~ our ~~business~~subsidiaries ~~will~~may ~~generate~~not ~~sufficient cash flow from operations, or that future borrowings will~~ be ~~available~~able to usgenerate ~~under our Revolver (as defined in Note 14 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) in an amount~~ sufficient ~~to enable us to pay our indebtedness or to fund our other liquidity needs. If our~~ cash ~~flows and capital resources are insufficient~~ to ~~fund our debt~~ service ~~obligations,~~all weof ~~may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance~~ our indebtedness. ~~These~~and ~~alternative measures~~ may not be ~~successful~~able ~~and may not permit us~~ to ~~meet~~refinance our ~~scheduled~~ debt ~~service~~ obligations.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our and our subsidiaries’ financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory, and other factors beyond our control. As a result, we may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. In addition, because we conduct a significant portion of our operations through our subsidiaries, repayment of our indebtedness is also dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, debt repayment, or otherwise. Our subsidiaries are distinct legal entities and other than the guarantors on our indebtedness, they do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose or for other obligations. Pursuant to applicable state limited liability company laws and other laws and regulations, our non-guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to us in order to enable us to make payments in respect of the Notes (as defined in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) and our Term Loan B (as defined in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”). In the event that we do not receive distributions from our non-guarantor subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

In addition, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Revolver (as defined in Note 13 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”) in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

If we cannot make scheduled payments on our indebtedness, we will be in default, and holders of the Notes could declare all outstanding principal and interest to be due and payable, the lenders under the credit facilities could terminate their commitments to loan money, our secured lenders (including the lenders under the credit facilities and the holders of the Notes) could foreclose against the assets securing their loans and the Notes and we could be forced into bankruptcy or liquidation.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cyber Risk Management Strategy

Adtalem recognizes the importance of safeguarding sensitive information pertaining to our students, employees, institutions, and operations. Our Cyber Risk Management Framework (“CRMF”) is designed to fortify our defenses against potential cyber threats and to protect the integrity, confidentiality, and availability of critical data. Our CRMF includes continuous risk assessments, threat modeling, vulnerability scans, and monitoring for indicators of compromise. These assessments inform control implementations based on likelihood and impact to operational, financial, and reputational harm.

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Program Highlights

~~Our~~The ~~program~~CMRF is anchored by our Enterprise Information Security Framework (“EISF”), which adheres to the guidelines set forth by the National Institute of Standards and Technology (“NIST”) 800-53 Framework. To enhance comprehensiveness, our policies also harmonize with other leading frameworks such as the ISO 27001 Standard, Family Educational Rights and Privacy Act of 1974 (“FERPA”), Payment Card Industry Data Security Standard (“PCI DSS”), Gramm-Leach-Bliley Act (“GLBA”), California Consumer Privacy Act (“CCPA”), General Data Protection Regulation (“GDPR”), and other pertinent local, state, national, and international regulations governing data privacy and information security. Our cybersecurity program has adopted controls mapped to these frameworks and incorporated them into Adtalem’s policies, risk registers, control testing plans, and vendor assessments.

Our Chief Information Security Officer (“CISO”) manages Adtalem’s enterprise-wide cybersecurity program and reports to Adtalem’s Chief Financial Officer. The CISO has been responsible for assessing and managing material risks from cybersecurity threats at Adtalem since 2018. The CISO has over twenty years of information technology and cybersecurity experience, including executive leadership roles at Fortune 500 organizations within regulated sectors including financial services and healthcare. The CISO leads a team of experienced subject matter experts with focus on strategy formulation, architecture design, incident response, colleague training, risk management, and governance functions. This team includes diverse industry backgrounds spanning financial services, healthcare, and government. The CISO provides regular updates to executive management and ensures independent validation of key controls through internal and external reviews. The CISO’s function operates independently of IT operations, with direct access to the Audit and Finance Committee as needed.

The CISO team is supported by a Security Operations team reporting into the Information Technology (“IT”) function. This IT team provides engineering and technical expertise. The team is further supported by a 24x7 Security Operations Center (“SOC”). Adtalem has a Cyber Incident Response Plan (“Incident Response Plan”) that delineates the requirements of notification, classification, analysis, and communication of cybersecurity incidents based on the identified severity level. The Incident Response Plan includes initial steps to convene a response team, contain the incident, consider insurance notification requirements, determine the type of incident and escalation, consider the communications protocol and possible disclosure requirements, and consider involving law enforcement. The Incident Response Plan also provides for a lessons learned review to identify improvements that could be made. Adtalem’s Legal and Compliance teams also provide incident response support to the CISO and manage cybersecurity-related legal and compliance issues. Processes are in place to escalate cybersecurity incidents promptly so that decisions regarding public disclosure and regulatory reporting can be made by management in a timely manner.

An integral component of Adtalem’s Incident Response Plan is our Privacy Incident Response Plan (the “Privacy Response Plan”) which addresses privacy of our students’ records, including under the FERPA. The Privacy Response Plan requires annual training for our employees on how to recognize and report potential privacy incidents.

We regularly conduct Incident Response Plan tabletop exercises, including simulations of malware and ransomware attacks. Our IT environment and cybersecurity-related controls are reviewed by our internal audit function and external third parties. We sponsor third-party assessments, including cyber risk reviews and penetration testing, to evaluate our cybersecurity program independently.

Adtalem subjects its systems to penetration testing to identify potential exposures, ensuring that our infrastructure maintains an acceptable level of cyber risk. In addition, Adtalem leverages third-party experts to enhance its cybersecurity program and Incident Response Plan. Our organization has not identified or discovered any cybersecurity threats over the past three fiscal years that have materially impacted or are reasonably likely to materially impact our business strategy, operations, or financial condition. Expenses related to cybersecurity incidents have not been material.

Our year-round cybersecurity awareness program mandates training for all system users, covering essential topics such as safeguarding sensitive information, identifying phishing attempts, securing mobile devices, and understanding the risks associated with artificial intelligence (“AI”) platforms. Our cybersecurity awareness training is mandatory for all employees and is conducted at least annually, with targeted phishing simulation campaigns conducted throughout the year. Third-party suppliers are subject to a formal onboarding process that includes completion of a cybersecurity questionnaire, review of SOC 2 or ISO certifications where available, and risk scoring. New engagements with third parties are contingent

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~~including~~upon ~~financial~~affirmative ~~services~~evaluations ~~and~~or ~~healthcare.~~adherence ~~The~~to ~~CISO~~risk ~~leads~~mitigation/acceptance aprotocols. ~~team~~Contracts ~~of experienced subject matter experts~~ with ~~focus~~third onparties ~~strategy~~include ~~formulation,~~provisions ~~architecture~~for ~~design,~~breach ~~incident response~~notification, ~~colleague training~~investigation, ~~risk~~root ~~management,~~cause ~~and governance functions. This team includes diverse industry backgrounds spanning Financial Services~~analysis, ~~Healthcare,~~ and ~~Government~~remediation.

The CISO team is supported by a Security Operations team reporting into the Information Technology (“IT”) function. This IT team provides engineering and technical expertise. The team is further supported by a 24x7 Security Operations Center (“SOC”). Adtalem has a Cyber Incident Response Plan (“Response Plan”) that delineates the requirements of notification, classification, analysis, and communication of cybersecurity incidents based on the identified severity level. The Response Plan includes initial steps to convene a response team, contain the incident, consider insurance notification requirements, determine the type of incident and escalation, consider the communications protocol and possible disclosure requirements, and consider involving law enforcement. The Response Plan also provides for a lessons learned review to identify improvements that could be made. Adtalem’s Legal and Compliance teams also provide incident response support to the CISO and manage cybersecurity-related legal and compliance issues. Processes are in place to escalate cybersecurity incidents promptly so that decisions regarding public disclosure and regulatory reporting can be made by management in a timely manner.

An integral component of Adtalem’s Response Plan is our Privacy Incident Response Plan (the “Privacy Response Plan”) which addresses privacy of our students’ records, including under the Family Education Rights and Privacy Act of 1974. The Privacy Response Plan requires annual training for our employees on how to recognize and report potential privacy incidents.

We regularly conduct Cyber Incident Response Plan (the “Incident Response Plan”) tabletop exercises, including simulations of malware and ransomware attacks. Our IT environment and cybersecurity-related controls are reviewed by our internal audit function and external third parties. We sponsor third-party assessments, including cyber risk reviews and penetration testing, to evaluate our cybersecurity program independently.

Our year-round cybersecurity awareness program mandates training for all system users, covering essential topics such as safeguarding sensitive information, identifying phishing attempts, securing mobile devices, and understanding the risks associated with artificial intelligence (“AI”) platforms. Recognizing the importance of third-party risk, our strategic sourcing protocols mandate detailed cybersecurity assessments for potential third-party suppliers. New engagements with third parties are contingent upon affirmative evaluations or adherence to risk mitigation/acceptance protocols. Contracts with third parties include provisions for breach notification, investigation, root cause analysis, and remediation.

We maintain a cybersecurity insurance policy covering costs that we may incur in connection with incidents. Our policy limits are commensurate with the size and the nature of our operations. However, Adtalem may incur expenses and losses related to a cyber incident that are not covered by insurance or are in excess of our insurance coverage.

Governance

Cybersecurity is acknowledged as an important enterprise risk at Adtalem. Our Audit and Finance Committee (“AFC”), comprised entirely of independent directors, is responsible for oversight of risks from cybersecurity threats. The Chair of our AFC has received a CERT certificate in Cybersecurity Oversight from Carnegie Mellon University in partnership with the National Association of Corporate Directors. Our CISO briefs the AFC on cybersecurity matters, including the evolving threat landscape and Adtalem’s threat mitigation efforts, four times a year. At each quarterly meeting, the Chair of our AFC also briefs the full Board on cybersecurity matters discussed at AFC meetings. Cybersecurity risks are also reviewed and discussed with the AFC and the full Board as part of our annual enterprise risk management (“ERM”) assessment. In February 2024, our full Board reviewed and discussed best practices for cybersecurity and cybersecurity disclosures with an external third party. The subsequent Board discussion included a focus on the cyber threat landscape, responses to cyberattacks, risks posed by third-party vendors, and best practices to address cyber risks.

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Item 2. Properties

Adtalem’s leased facilities are occupied under leases whose remaining terms range from 1 to 15 years. Some of our leases contain provisions giving Adtalem the right to terminate early or renew its lease for additional periods at various rental rates, although generally at ~~rates~~ higher ~~than are currently being paid~~rates. Adtalem’s owned facilities total ~~883~~775,000 square feet worldwide. No facility that is owned by Adtalem is subject to a mortgage or other indebtedness.

Adtalem is subleasing space, in full or in part, at four facilities. Three of these facilities are subleased to DeVry University and/or Carrington College (a business formerly owned by Adtalem), which Adtalem remains as the primary lessee. These sublease agreements were entered into at comparable market rates and all sublease terms expire by December 2025.

Chamberlain

Chamberlain currently operates 23 campuses in 15 states, of which 3 are in Adtalem owned locations and 20 in leased facilities. Chamberlain’s total portfolio of academic and administrative operations ~~comprise~~comprises approximately 1.0 million square feet.

Walden

Walden operates online and does not have any campus space. Walden leases office space in Minneapolis, Minnesota with 10,000 square feet.

Medical and Veterinary

AUC

AUC’s nine-acre campus is located in St. Maarten. The campus is owned and includes 240,000 square feet of academic, student-life, and student residence facilities. In addition to classrooms and auditoriums, educational facilities include a gross anatomy lab, a multi-purpose learning lab, library and learning resource centers, offices, cafeteria, and recreational space facilities. The AUC campus is also supported by administrative staff located in office space in Miramar, Florida.

RUSM

RUSM’s campus is located in Barbados and is comprised of 494,000 square feet of leased facilities. Educational facilities include 120,000 square feet of classrooms, labs for anatomy and radiology imaging, simulation, physiology and pathology, exam rooms, private and group study, and faculty and administrative space. A residential village includes 7,000 square feet of administrative student services space surrounded by shopping and recreational facilities and over 400 multi-bedroom student units totaling 367,000 square feet. The RUSM campus is also supported by administrative staff located in office space in Miramar, Florida.

RUSVM

RUSVM’s 50-acre campus is located in St. Kitts. The campus is owned and includes 253,000 square feet. Educational facilities include an anatomy/clinical building, pathology building, research building with state-of-the-art necropsy lab, classroom buildings, administration building, bookstore, cafeteria, and a library/learning resource center. Animal care facilities include kennels, an aviary, and livestock barns. Student-life and student residence facilities are also located on the campus. The RUSVM campus is also supported by administrative staff located in office space in North Brunswick, New Jersey.

~~Home Office~~30

Adtalem’s headquarters leased facility in Chicago, Illinois has 57,000 square feet. Adtalem also leases office space in Columbia, Maryland with 53,000 square feet and Washington, D.C. with 9,000 square feet.

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facilities include kennels, an aviary, and livestock barns. Student-life facilities are also located on the campus. The RUSVM campus is also supported by administrative staff located in office space in North Brunswick, New Jersey.

Home Office

Adtalem is headquartered in Chicago, Illinois in a leased facility with 84,000 square feet. Adtalem also leases office space in Lisle, Illinois with 153,000 square feet, Columbia, Maryland with 53,000 square feet, and Washington, D.C. with 9,000 square feet.

Item 3. Legal Proceedings

For ainformation ~~discussion~~regarding of legal proceedings, see Note 2118 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”

Item 4. Mine Safety Disclosures

Not applicable.

Information About Our Executive Officers

Our executive officers are as follows, along with each executive officer’s position, age, and business experience as of the date of this filing:


Name and Current Position	Age	Business Experience
Stephen W. BeardPresident and Chief Executive Officer	53	Mr. Beard joined Adtalem in February 2018 as Senior Vice President, Secretary and General Counsel. In January 2019, Mr. Beard was appointed Chief Operating Officer and General Counsel. In February 2020, Mr. Beard assumed responsibilities for our former Financial Services segment and was relieved of his General Counsel responsibilities. In September 2021, Mr. Beard was appointed Adtalem’s President and Chief Executive Officer. Prior to joining Adtalem, Mr. Beard held a variety of leadership roles at Heidrick & Struggles, International from 2003 through 2018 and was most recently Executive Vice President, Chief Administrative Officer and General Counsel.
Stephen W. BeardChairman and Chief Executive Officer	54	Mr. Beard joined Adtalem in February 2018 as Senior Vice President, Secretary and General Counsel. In January 2019, Mr. Beard was appointed Chief Operating Officer and General Counsel. In February 2020, Mr. Beard assumed responsibilities for our former Financial Services segment and was relieved of his General Counsel responsibilities. In September 2021, Mr. Beard was appointed Adtalem’s President and Chief Executive Officer. In November 2024, Mr. Beard was appointed Chairman of Adtalem’s Board of Directors. Prior to joining Adtalem, Mr. Beard held a variety of leadership roles at Heidrick & Struggles, International from 2003 through 2018 and was most recently Executive Vice President, Chief Administrative Officer and General Counsel.
Douglas G. BeckSenior Vice President,General Counsel, Corporate Secretary and Institutional Support Services	5758	Mr. Beck joined Adtalem in June 2021 as Senior Vice President, General Counsel and Corporate Secretary. In January 2023, Mr. Beck assumed responsibilities for our institutional support services. Prior to joining Adtalem, Mr. Beck held a variety of leadership roles at Hub Group from 2011 through 2021 and was most recently Executive Vice President, General Counsel and Secretary. Previously, Mr. Beck served in a legal capacity in a number of other companies across a variety of industries including Alberto Culver, Navistar, and Allegiance Healthcare.
Michael BetzPresident, Walden University	51	Mr. Betz joined Adtalem in May 2022 as President of Walden University. Prior to joining Adtalem, Mr. Betz served in a variety of leadership roles at McKinsey & Co. from 2017 through 2022 where he most recently served as partner and was a leader in McKinsey’s higher education and growth transformation practices.
Michael BetzChief Digital Officer and President, Walden University	52	Mr. Betz joined Adtalem in May 2022 as President of Walden University. In January 2025, Mr. Betz assumed additional responsibilities as Chief Digital Officer. Prior to joining Adtalem, Mr. Betz served in a variety of leadership roles at McKinsey & Co. from 2017 through 2022 where he most recently served as partner and was a leader in McKinsey’s higher education and growth transformation practices.
Dr. Karen CoxPresident, Chamberlain University	64	Dr. Cox joined Adtalem in August 2018 as President of Chamberlain University. Prior to joining Adtalem, Dr. Cox served as Executive Vice President and Chief Operating Officer of Children’s Mercy – Kansas City an independent, academic medical center in Missouri, from 2006 through August 2018. Prior to that role, Dr. Cox was Senior Vice President for Patient Care Services and Chief Nursing Officer from 2004 through 2006.

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Name and Current Position	Age	Business Experience
Dr. Karen Cox President, Chamberlain University	65	Dr. Cox joined Adtalem in August 2018 as President of Chamberlain University. Prior to joining Adtalem, Dr. Cox served as Executive Vice President and Chief Operating Officer of Children’s Mercy – Kansas City an independent, academic medical center in Missouri, from 2006 through August 2018. Prior to that role, Dr. Cox was Senior Vice President for Patient Care Services and Chief Nursing Officer from 2004 through 2006.
Manjunath Gangadharan Vice President, Chief Accounting Officer	43	Mr. Gangadharan joined Adtalem in April 2022 as Vice President, Chief Accounting Officer. Prior to joining Adtalem, Mr. Gangadharan served as Vice President, Corporate Controller at Culligan International since April 2021. Previously, Mr. Gangadharan served as the Chief Accounting Officer at Groupon Inc. since February 2020 and prior to that served in various leadership roles at Groupon including as Senior Director, North America Controller and Head of Global Payroll and Shared Services from May 2019 to February 2020; Director of Corporate Accounting from April 2018 to May 2019; and International Goods Controller from December 2016 to April 2018.
Maurice Herrera Senior Vice President, Chief Marketing Officer	55	Mr. Herrera joined Adtalem in October 2021 as Senior Vice President, Chief Marketing Officer. Prior to joining Adtalem, Mr. Herrera served as Senior Vice President, Americas Chief Marketing Officer at Avis Budget from 2018 through 2021. Previously, Mr. Herrera served as Senior Vice President, Head of Marketing at Weight Watchers from 2014 through 2018.
Sara Hill Senior Vice President, Chief Human Resources Officer	56	Ms. Hill joined Adtalem in September 2024 as Senior Vice President, Chief Human Resources Officer. Prior to joining Adtalem, Ms. Hill served as Chief Human Resources Officer at Intricon from 2020 through 2024. Previously, Ms. Hill served as Chief Human Resources Officer at Ceridian from 2012 through 2016.
Scott Liles President, Medical and Veterinary	59	Mr. Liles joined Adtalem in April 2024 as President, Medical and Veterinary. Prior to joining Adtalem, Mr. Liles served as Chief Executive Officer of the Association of Certified Anti-Money Laundering Specialists (“ACAMS”) since March 2022 and President and Managing Director of ACAMS from November 2020 through February 2022. Previously, Mr. Liles served as President, Spire Insurance at Nationwide Insurance from November 2018 through November 2020 and President for Nationwide Pet from 2012 through 2018.
Megan Noel Senior Vice President, Chief Corporate Affairs Officer	40	Ms. Noel joined Adtalem in May 2025 as Senior Vice President, Chief Corporate Affairs Officer. Prior to joining Adtalem, Ms. Noel served as Global President, Corporate Affairs at Golin from October 2024 through May 2025. Previously, Ms. Noel held a variety of leadership roles at PwC from 2014 through 2024 and was most recently Senior Managing Director for PwC US and Mexico.

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Name and Current Position	Age	Business Experience
Manjunath GangadharanVice President,Chief Accounting Officer	42	Mr. Gangadharan joined Adtalem in April 2022 as Vice President, Chief Accounting Officer. Prior to joining Adtalem, Mr. Gangadharan served as Vice President, Corporate Controller at Culligan International since April 2021. Previously, Mr. Gangadharan served as the Chief Accounting Officer at Groupon Inc. since February 2020 and prior to that served in various leadership roles at Groupon including as Senior Director, North America Controller and Head of Global Payroll and Shared Services from May 2019 to February 2020; Director of Corporate Accounting from April 2018 to May 2019; and International Goods Controller from December 2016 to April 2018.
Robert J. PhelanSenior Vice President,Chief Financial Officer	60	Mr. Phelan joined Adtalem in February 2020 as Vice President, Chief Accounting Officer. Effective April 24, 2021, Mr. Phelan served as Interim Chief Financial Officer and was appointed Senior Vice President, Chief Financial Officer in October 2021. Prior to joining Adtalem, Mr. Phelan served as Senior Vice President, Finance - Corporate Controller / Risk Management / Asset Protection at Sears Holdings Corporation (“Sears”), the parent company of Kmart Holdings Corporation and Sears, Roebuck and Co., an integrated retailer with a national network of stores, since June 2018. Previously, Mr. Phelan was the Senior Vice President, Finance - Treasurer & Chief Audit Executive at Sears from July 2016 through May 2018. Mr. Phelan also served as Senior Vice President and President – Inventory & Space Management at Sears from September 2007 through June 2016.
Maurice HerreraSenior Vice President,Chief Marketing Officer	54	Mr. Herrera joined Adtalem in October 2021 as Senior Vice President, Chief Marketing Officer. Prior to joining Adtalem, Mr. Herrera served as Senior Vice President, Americas Chief Marketing Officer at Avis Budget from 2018 through 2021. Previously, Mr. Herrera served as Senior Vice President, Head of Marketing at Weight Watchers from 2014 through 2018.
Evan TrentPresident, Adtalem Elevate	46	Mr. Trent joined Adtalem in August 2019 as Vice President, Strategy and Corporate Development. In July 2022, Mr. Trent was appointed Senior Vice President, Chief Strategy and Transformation Officer. In November 2024, Mr. Trent was appointed President, Adtalem Elevate. Prior to joining Adtalem, Mr. Trent served as Chief Operating Officer at HBR Consulting from 2018 through 2019. Previously, Mr. Trent served as Vice President, Strategy and Corporate Development at Heidrick & Struggles from 2014 through 2018.
Scott LilesPresident, Medical and Veterinary	58	Mr. Liles joined Adtalem in April 2024 as President, Medical and Veterinary. Prior to joining Adtalem, Mr. Liles served as Chief Executive Officer of the Association of Certified Anti-Money Laundering Specialists (“ACAMS”) since March 2022 and President and Managing Director of ACAMS from November 2020 through February 2022. Previously, Mr. Liles served as President, Spire Insurance at Nationwide Insurance from November 2018 through November 2020 and President for Nationwide Pet from 2012 through 2018.
Robert J. PhelanSenior Vice President,Chief Financial Officer	59	Mr. Phelan joined Adtalem in February 2020 as Vice President, Chief Accounting Officer. Effective April 24, 2021, Mr. Phelan served as Interim Chief Financial Officer and was appointed Senior Vice President, Chief Financial Officer in October 2021. Prior to joining Adtalem, Mr. Phelan served as Senior Vice President, Finance - Corporate Controller / Risk Management / Asset Protection at Sears Holdings Corporation (“Sears”), the parent company of Kmart Holdings Corporation and Sears, Roebuck and Co., an integrated retailer with a national network of stores, since June 2018. Previously, Mr. Phelan was the Senior Vice President, Finance - Treasurer & Chief Audit Executive at Sears from July 2016 through May 2018. Mr. Phelan also served as Senior Vice President and President – Inventory & Space Management at Sears from September 2007 through June 2016.
Blake SimpsonSenior Vice President,Chief Communications Officer and Corporate Affairs Officer	49	Ms. Simpson joined Adtalem in December 2022 as Senior Vice President, Chief Communications Officer and Corporate Affairs Officer. Prior to joining Adtalem, Ms. Simpson served as Senior Vice President, Global Communications, Impact, Events, Access, Creative at Under Armour, Inc. from 2020 through 2022. Previously, Ms. Simpson served as Vice President of Public Affairs and Communications at CKE Restaurants, Inc. from 2018 through 2020.

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Name and Current Position	Age	Business Experience
Steven TomSenior Vice President,Chief Customer Officer	43	Mr. Tom joined Adtalem in August 2021 as Senior Vice President, Chief Customer Officer when Adtalem acquired Walden University from Laureate Education. Prior to joining Adtalem, Mr. Tom served as Chief Transformation Officer and Senior Vice President, Student Experience at Walden University from 2018 through 2021, leading digital transformation, student experience, information technology, analytics, data science, and student support. Prior to that role, Mr. Tom was Vice President at Laureate Education leading technology innovation and digital experience from 2016 through 2018. Previously, Mr. Tom served as Senior Vice President of Analytics, Innovation and Learning at TESSCO Technologies from 2011 through 2016.
Evan TrentSenior Vice President,Chief Strategy and Transformation Officer	45	Mr. Trent joined Adtalem in August 2019 as Vice President, Strategy and Corporate Development. In July 2022, Mr. Trent was appointed Senior Vice President, Chief Strategy and Transformation Officer. Prior to joining Adtalem, Mr. Trent served as Chief Operating Officer at HBR Consulting from 2018 through 2019. Previously, Mr. Trent served as Vice President, Strategy and Corporate Development at Heidrick & Struggles from 2014 through 2018.

PART II

Market Information

Adtalem’s common stock is listed on the New York Stock Exchange and ~~Chicago~~NYSE ~~Stock~~Texas ~~Exchange~~ under the symbol “ATGE.” The stock transfer agent and registrar for Adtalem’s common stock is Computershare Investor Services, LLC.

Holders

There were ~~194~~165 current holders of record of Adtalem’s common stock as of July 31, ~~2024~~2025. The number of holders of record does not include beneficial owners of its securities whose shares are held by various brokerage firms, other financial institutions, Adtalem’s 401(k) Retirement Plan, and its Colleague Stock Purchase Plan.

Dividends

Adtalem did not pay any dividends in fiscal year ~~2022~~2025, ~~2023~~2024, or ~~2024~~2023. Adtalem does not expect to pay any cash dividends in the foreseeable future. Any future payment of dividends will be at the discretion of the Adtalem Board of Directors (the “Board”) and will be dependent on projections of future earnings, cash flow, financial requirements of Adtalem, and other factors as the Board deems relevant.

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities during fiscal year ~~2024~~2025.

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Issuer Purchases of Equity Securities

The ~~following~~table ~~information~~below ~~describes~~reflects ~~Adtalem’s~~shares of common stock ~~repurchases~~we repurchased during the fourth quarter of the fiscal year ended June 30, ~~2024, which includes the market price of the shares, commissions, and excise tax~~2025.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2024 - April 30, 2024	165,377	$	51.94	165,377	$	211,563,176
April 1, 2025 - April 30, 2025	521,165	$	103.29	521,165	$	8,701,275
May 1, 2024 - May 31, 2024	—	$	—	—	$	211,563,176
May 1, 2025 - May 31, 2025	71,962	$	118.87	71,962	$	150,000,000
June 1, 2024 - June 30, 2024	—	$	—	—	$	211,563,176
June 1, 2025 - June 30, 2025	—	$	—	—	$	150,000,000
Total	~~165~~593,~~377~~127	$	51105.9418	~~165~~593,~~377~~127

(1) See Note 1614 “Share Repurchases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our share repurchase programs.

Other Purchases of Equity Securities


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2024 - April 30, 2024	—	$	—	NA	NA
April 1, 2025 - April 30, 2025	1,910	$	105.30	NA	NA
May 1, 2024 - May 31, 2024	5,268	$	65.04	NA	NA
May 1, 2025 - May 31, 2025	1,196	$	134.23	NA	NA
June 1, 2024 - June 30, 2024	12,137	$	66.72	NA	NA
June 1, 2025 - June 30, 2025	11,008	$	125.51	NA	NA
Total	1714,~~405~~114		66123.2151	NA	NA

(1) Represents shares delivered ~~back~~ to Adtalem for payment of withholding taxes from employees for vesting restricted stock units and shares swapped for payment on exercise of incentive stock options pursuant to the terms of Adtalem'’s stock incentive plans.

Performance Graph

The following graph compares the cumulative total returns of Adtalem’s common stock, the NYSE Composite Index (U.S. Companies), and a Peer Group (as defined below) for the period from June 30, ~~2019~~2020 through June 30, ~~2024~~2025, assuming an investment of $100 in each on June 30, ~~2019~~2020 and also assumes the reinvestment of dividends. Additionally, the Peer Group is weighted by the market capitalization of each component company. The stock price performance on the following graph is not necessarily indicative of future stock performance.

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Comparison of Five-Year Cumulative Total Return

Among Adtalem Global Education Inc., NYSE Composite Index, and a Peer Group


	June 30,
	~~2019~~2020	~~2020~~2021	~~2021~~2022	~~2022~~2023	~~2023~~2024	~~2024~~2025
Adtalem Global Education Inc.	100	69114	79115	80110	76219	~~151~~408
NYSE Composite Index (U.S. Companies)	100	94142	~~133~~127	~~119~~143	~~134~~166	~~156~~193
Peer Group (1)	100	73104	75110	79115	83163	~~118~~213

Source data: Zacks Investment Research

⁽¹⁾ The self-determined “Peer Group” consists of the following companies selected on the basis of similarity in nature of their businesses: American Public Education, Inc. (APEI), Graham Holdings Company (GHC), Grand Canyon Education, Inc. (LOPE), Laureate Education, Inc. (LAUR), Perdoceo Education Corporation (formerly known as Career Education Corporation) (PRDO), and Strategic Education, Inc. (formerly known as Strayer Education, Inc.) (STRA).

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read with and is qualified in its entirety by the Consolidated Financial Statements and the notes thereto included in this report. It should also be read in conjunction with the Cautionary Disclosure Regarding Forward-Looking Statements (see the Introduction section preceding Part I), the Risk Factors (see Item 1A. “Risk Factors”), and the Financial Aid and Legislative and Regulatory Requirements (see Item 1. “Business”) disclosures set forth in this report. Adtalem reports on a fiscal year period ending on June 30.

Throughout this MD&A, we sometimes use information derived from the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” and the notes thereto but not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these items are considered “non-GAAP financial measures” under the Securities and Exchange Commission (“SEC”) rules. See the “Non-GAAP Financial Measures and Reconciliations”

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section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures.

Certain items presented in tables may not sum due to rounding. Percentages presented are calculated from the underlying numbers in thousands. Discussions throughout this MD&A are based on continuing operations unless otherwise noted. The MD&A should be read in conjunction with the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” and the notes thereto.

The following discussion is on the comparison between fiscal year ~~2024~~2025 and fiscal year ~~2023~~2024 results. For a discussion on the comparison between fiscal year ~~2023~~2024 and fiscal year ~~2022~~2023 results, see the MD&A included in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2023~~2024, as filed with the SEC.

Revision of Previously Issued Consolidated Financial Statements

This MD&A has been amended to give effect to the revision discussed in Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”

Segments

We present three reportable segments as follows:

Chamberlain – ~~Offers~~This segment includes the operations of Chamberlain, which offers degree and certificate programs in the nursing and health professions postsecondary education industry.

“Home Office” includes activities not allocated to a reportable segment. Financial and descriptive information about Adtalem’s reportable segments is presented in Note 19 “Segment Information” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”

Fiscal Year ~~2024~~2025 Highlights

Financial and operational highlights for fiscal year ~~2024~~2025 include:

● Adtalem revenue increased 912.29%, or $~~133~~203.86 million, to $1,~~584~~788.73 million in fiscal year ~~2024~~2025 compared to the prior year driven by increased revenue across all of our segments.

● Net income increased 4673.53%, or $43100.43 million, to $~~136~~237.81 million in fiscal year ~~2024~~2025 compared to the prior year. This increase was primarily driven by an increase in revenue along with decreases in ~~amortization~~interest ~~of acquired intangible assets, restructuring~~ expense, business ~~acquisition and~~ integration expense, ~~and~~amortization ~~write-off~~ of ~~debt~~acquired ~~discount~~intangible assets, and ~~issuance~~litigation ~~costs in fiscal year 2024~~reserves, partially offset by increases in asset impairments, strategic advisory costs, labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, ~~incentive~~the ~~compensation expense,~~ provision for bad debts, stock-based compensation, and the provision for income taxes~~, and a decrease in gain on sale of assets~~.

● Diluted earnings per share increased 6582.43%, or $12.3479, to $36.3918 in fiscal year ~~2024~~2025 compared to the prior year driven by the increase in net income and lower diluted shares due to share repurchases.

● Adjusted net income increased 526.07%, or $953.68 million, to $~~201~~255.86 million in fiscal year ~~2024~~2025 compared to the prior year. This increase was primarily driven by an increase in revenue and a decrease in interest expense, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, ~~incentive~~the ~~compensation expense,~~ provision for bad debts, stock-based compensation, and the provision for income taxes.

●

Diluted adjusted earnings per share increased 33.1%, or $1.66, to $6.67 in fiscal year 2025 compared to the prior year driven by the increase in adjusted net income and lower diluted shares due to share repurchases.

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●

For fiscal year 2025, average total student enrollment at Chamberlain increased 9.3% compared to the prior year. For the May 2025 session, total student enrollment at Chamberlain increased 5.8% compared to the same session last year.

●

For fiscal year 2025, average total student enrollment at Walden increased 13.5% compared to the prior year. As of June 30, 2025, total student enrollment at Walden increased 15.0% compared to June 30, 2024.

●

For fiscal year 2025, average total student enrollment at the medical and veterinary schools increased 0.5% compared to the prior year. For the May 2025 semester, total student enrollment at the medical and veterinary schools increased 1.0% compared to the same semester last year.

●

On January 17, 2025, we made a prepayment of $100.0 million on our Term Loan B debt.

●

Adtalem repurchased a total of 2,317,937 shares of its common stock under its share repurchase programs at an average cost of $91.21 per share during fiscal year 2025. On May 5, 2025, Adtalem completed its fourteenth share repurchase program. On May 6, 2025, we announced that the Board of Directors authorized Adtalem’s fifteenth share repurchase program, which allows Adtalem to repurchase up to $150.0 million of its common stock through May 6, 2028. We did not repurchase any shares under the fifteenth share repurchase program as of June 30, 2025 and the timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors.

One Big Beautiful Bill Act

In July 2025, the U.S. Congress passed the One Big Beautiful Bill Act (“OBBBA”). The U.S. Department of Education (“ED”) has announced its intent to conduct negotiated rulemaking regarding the education-related provisions of OBBBA but has yet to issue necessary enabling regulations and guidance with respect to these provisions. Due to the complexity of OBBBA, including yet to be promulgated implementing regulations (including how to implement the “Do No Harm” provision discussed below) and lack of interpretive guidance, the impact of OBBBA on our institutions and our business is not yet fully known.

OBBBA makes several substantial changes to the availability of federal student aid, which many of our students rely on to fund their education, including:

●

increasing the annual unsubsidized loan limit for students in professional programs from $20,500 to $50,000. The annual limit for students in non-professional graduate programs remains at the current level of $20,500;

●

eventually phasing out of the Grad PLUS loan program, which is available to and used by students at Adtalem’s institutions. Existing Grad PLUS borrowers as of June 30, 2026 are grandfathered for the remaining program length or three years, whichever is shorter;

●

establishing new aggregate federal loan caps for new students starting on or after July 1, 2026 as follows: a $100,000 cap for graduate students and a $200,000 cap for professional students, both excluding undergraduate borrowing, and a $257,500 lifetime borrowing limit on all Title IV student loans, excluding Parent Plus loans;

●

reducing the amount of a loan that a student may borrow for an academic year if the student is enrolled part-time, in proportion to the degree to which the student is not enrolled full-time; and

●

adding “Do No Harm” provisions applicable to all Title IV participating institutions providing that an undergraduate program may lose Title IV eligibility if the earnings of a programmatic cohort of its completers as defined in OBBBA are no greater than earnings of a population with a high school diploma, and a graduate program may lose Title IV eligibility if the earnings of a programmatic cohort of its completers as defined in OBBBA are no greater than the earnings of a population with a bachelor’s degree, in each case for two years in a three-year period.

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●We ~~Diluted~~are ~~adjusted~~currently ~~earnings~~analyzing ~~per~~the ~~share~~changes ~~increased~~made ~~19.0%,~~by orOBBBA ~~$0.80,~~and towhat ~~$5.01~~effect inthey ~~fiscal~~may ~~year~~have ~~2024~~on ~~compared~~Adtalem toand ~~the~~our ~~prior~~programs. ~~year~~These ~~driven~~changes bycould ~~the~~have ~~increase~~a inmaterial ~~adjusted~~adverse ~~net~~effect ~~income~~on ~~and~~our ~~lower~~business, ~~diluted~~financial ~~shares~~condition, ~~due~~cash toflows, ~~share~~or ~~repurchases~~results of operations.

●Certain ~~For~~aspects ~~fiscal~~of ~~year~~OBBBA ~~2024,~~may ~~average~~have ~~total~~a ~~student~~positive ~~enrollment~~effect aton ~~Chamberlain~~our ~~increased 6~~business.9% ~~compared~~By toapplying the ~~prior~~same ~~year.~~rules ~~For~~to ~~the~~all ~~May~~Title ~~2024~~IV ~~session~~participating institutions, ~~total~~OBBBA ~~student~~puts ~~enrollment~~proprietary athigher ~~Chamberlain~~education ~~increased~~on ~~10.4%~~a ~~compared~~level toplaying field with other segments of the ~~same~~higher ~~session~~education ~~last~~market ~~year~~regarding such rules.

●The ~~For~~federal ~~fiscal~~student ~~year~~aid ~~2024,~~limits ~~average~~described ~~total~~above ~~student~~apply ~~enrollment~~to atall ~~Walden~~institutions, ~~increased~~encouraging ~~6.9%~~other ~~compared~~financing sources to enter the ~~prior~~student ~~year~~market. AsWe ofare ~~June~~in ~~30,~~discussions ~~2024,~~with ~~total~~other ~~student~~financing ~~enrollment~~sources atwho ~~Walden~~can ~~increased~~provide 11loans to our students.3% ~~compared~~We toanticipate ~~June~~that ~~30,~~potential ~~2023~~relationships with one or more of these financing sources will result in loan programs for our students which will replace some or all the funding which will be limited by OBBBA.

● For fiscal year 2024, average total student enrollment at the medical and veterinary schools decreased 5.1% compared to the prior year. For the May 2024 semester, total student enrollment at the medical and veterinary schools decreased 2.9% compared to the same semester last year.

● On January 26, 2024, we made a prepayment of $50.0 million on our Term Loan B debt.

● Adtalem repurchased a total of 5,446,113 shares of its common stock under its share repurchase programs at an average cost of $47.96 per share during fiscal year 2024. On January 16, 2024, Adtalem completed its thirteenth share repurchase program. On January 19, 2024, we announced that the Board of Directors authorized Adtalem’s fourteenth share repurchase program, which allows repurchase of up to $300.0 million of its common stock through January 16, 2027. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors.

Results of Operations

Revenue

The following table presents revenue by segment detailing the changes from the prior year (in thousands):


	Year Ended June 30, ~~2024~~2025
	Chamberlain			Walden			Medical andVeterinary			Consolidated
Fiscal year 2023	$	571,034		$	533,725		$	346,067		$	1,450,826
Growth		62,488			61,607			9,731			133,826
Fiscal year 2024	$	633,522		$	595,332		$	355,798		$	1,584,652
% change from prior year		10.9	%		11.5	%		2.8	%		9.2	%
Growth		92,252			98,098			13,288			203,638
Fiscal year 2025	$	725,774		$	693,430		$	369,086		$	1,788,290
% change from prior year		14.6	%		16.5	%		3.7	%		12.9	%

Chamberlain

Chamberlain Student Enrollment:


	Fiscal Year 2025
Session	July 2024		Sept. 2024		Nov. 2024		Jan. 2025		Mar. 2025		May 2025
Total students	36,061		38,987		39,691		40,445		40,564		38,891
% change from prior year	12.1	%	11.7	%	11.5	%	8.7	%	6.8	%	5.8	%

	Fiscal Year 2024
Session	July 2023		Sept. 2023		Nov. 2023		Jan. 2024		Mar. 2024		May 2024
Total students	32,175		34,889		35,592		37,196		37,985		36,750
% change from prior year	2.6	%	5.2	%	6.6	%	7.0	%	9.0	%	10.4	%

	Fiscal Year 2023
Session	July 2022		Sept. 2022		Nov. 2022		Jan. 2023		Mar. 2023		May 2023
Total students	31,371		33,153		33,390		34,760		34,847		33,284
% change from prior year	(4.1)	%	(4.0)	%	(0.8)	%	1.8	%	2.0	%	1.2	%

Chamberlain revenue increased 1014.96%, or $6292.53 million, to $~~633~~725.58 million in fiscal year ~~2024~~2025 compared to the prior year, driven by an increase in enrollment, ~~and~~ higher tuition rates., ~~Enrollment~~and ~~has~~an ~~improved~~increase in ~~all~~average ~~graduate~~credit ~~and~~hours ~~doctoral~~per ~~programs~~student. ~~and~~Enrollment improvement has primarily been driven by the undergraduate Bachelor of Science in Nursing (“BSN”) ~~programs. In the March~~ and ~~May 2024 sessions,~~ the ~~Registered~~Master ~~Nurse to Bachelor~~ of Science in Nursing (“~~RN-BSN~~MSN”) ~~online~~ degree ~~program also saw increased total enrollment~~programs. Chamberlain is achieving growth ~~through~~by optimizing investments in student enrollment and experience while leveraging scale ~~and~~through a national footprint and providing a full breadth of nursing programs and modalities.

Tuition Rates:

Tuition rates in the current fiscal year increased compared to the prior fiscal year for the BSN onsite and online degree, MSN online degree, and Doctor of Nursing Practice (“DNP”) degree programs. The average increase across all these programs was approximately 4.3% from the prior year.

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Tuition Rates:

Tuition for the BSN onsite and online degree program ranges from $705 to $753 per credit hour. Tuition for the RN-BSN online degree program is $635 per credit hour. Tuition for the online Master of Science in Nursing (“MSN”) degree program is $695 per credit hour. Tuition for the online Family Nurse Practitioner (“FNP”) degree program is $710 per credit hour. Tuition for the online Doctor of Nursing Practice (“DNP”) degree program is $806 per credit hour. Tuition for the online Master of Public Health (“MPH”) degree program is $590 per credit hour. Tuition for the online Master of Social Work (“MSW”) degree program is $695 per credit hour. Tuition for the onsite Master of Physician Assistant Studies (“MPAS”) is $8,000 per session. In most cases, these tuition rates represent increases of approximately 0% to 8% with an average of approximately 4% from the prior year. These tuition rates do not include the cost of course fees, books, supplies, transportation, clinical fees, living expenses, or other fees as listed in the Chamberlain academic catalog.

Walden

Walden Student Enrollment:


	Fiscal Year 2025
	September 30,		December 31,		March 31,		June 30,
Period	2024		2024		2025		2025
Total students	45,979		46,399		48,526		48,116
% change from prior year	12.2	%	13.2	%	13.5	%	15.0	%

	Fiscal Year 2024
	September 30,		December 31,		March 31,		June 30,
Period	2023		2023		2024		2024
Total students	40,975		40,971		42,751		41,845
% change from prior year	0.5	%	7.9	%	8.4	%	11.3	%

	Fiscal Year 2023
	September 30,		December 31,		March 31,		June 30,
Period	2022		2022		2023		2023
Total students	40,772		37,956		39,427		37,582
% change from prior year	(9.2)	%	(7.8)	%	(7.9)	%	(4.8)	%

Walden total student enrollment represents those students attending instructional sessions as of the dates identified above. Walden revenue increased 1116.5%, or $6198.61 million, to $~~595~~693.34 million in fiscal year ~~2024~~2025 compared to the prior year driven by an increase in enrollment, higher tuition rates, and an increase in average credit hours per student. Walden’s ~~performance~~improved ~~turnaround in~~ enrollment ~~in fiscal year 2024~~ has been accelerated by investments in student experience and brand along with providing flexibility to working adults through part-time and Tempo Learning® competency-based programs.

Tuition Rates:

OnTuition arates ~~per credit hour basis, tuition~~ for Walden programs, ~~range~~including ~~from~~general ~~$130~~education ~~per~~are ~~credit~~charged ~~hour~~on toa ~~$1,060~~ per credit hour, ~~with~~basis ~~the~~that ~~wide~~varies ~~range~~based ~~due~~on to the nature of the ~~programs~~program. ~~General~~For ~~education~~other ~~courses are charged at $340 per credit hour. Other~~ programs such as those with a subscription-based learning modality, ortuition ~~those~~is ~~billed~~charged on a ~~subscription~~per ~~period or~~ term basis ~~range from $1,550 to $7,325 per term~~. Students are also charged a program ~~fee~~and ~~that ranges from $50 to $230 per term as well as a~~ clinical ~~fee~~fees ofdepending ~~$160~~on ~~per~~the ~~course for~~ specific programs. Some programs require students to attend residencies, skills labs, and pre-practicum labs, for which ~~are~~tuition is charged ~~at a range of $1,000 to $2,550~~ per event. In most ~~cases~~programs, these tuition rates, event charges, and fees ~~represent~~increased ~~increases~~by of approximately 2.0% ~~to 4% with an average of approximately 2%~~ from the prior year. ~~These tuition rates, event charges, and fees do not include the cost of books or personal technology, supplies, transportation, or living expenses.~~

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Medical and Veterinary

Medical and Veterinary Student Enrollment:


	Fiscal Year 2025
Semester	Sept. 2024		Jan. 2025		May 2025
Total students	5,174		5,133		4,773
% change from prior year	(0.7)	%	1.2	%	1.0	%

	Fiscal Year 2024
Semester	Sept. 2023		Jan. 2024		May 2024
Total students	5,209		5,073		4,726
% change from prior year	(7.5)	%	(4.5)	%	(2.9)	%

	Fiscal Year 2023
Semester	Sept. 2022		Jan. 2023		May 2023
Total students	5,634		5,312		4,869
% change from prior year	3.4	%	1.6	%	(8.2)	%

Medical and Veterinary revenue increased 23.87%, or $913.73 million, to $~~355~~369.81 million in fiscal year ~~2024~~2025 compared to the prior year, driven by tuition rate increases at all three institutions in this segment,. ~~partially~~Management’s ~~offset~~focus byis ~~decreased~~on increasing enrollment atand ~~all~~renewing ~~three~~operational ~~institutions~~effectiveness, specifically around academic support and the enrollment experience.

Management’s focus is on increasing enrollment and renewing operational effectiveness, specifically around academic support, the enrollment experience, and marketing.

Tuition Rates:

● Effective for semesters beginning in September ~~2023~~2024, ~~for students first enrolled prior to May 2022,~~ tuition rates ~~for the beginning basic sciences~~ and ~~clinical~~administrative ~~rotation~~fees ~~portions of AUC’s medical program are $26,680 and $31,328, respectively, per semester, which represents a 6.8% and 12.0% increase, respectively, from the prior academic year. Effective~~ for ~~semesters beginning in September 2023, for students first enrolled in May 2022 and after, tuition rates for~~ the beginning basic sciences and clinical rotation portions of AUC’s medical program ~~are~~increased ~~$21,568 and $28,146, respectively, per semester, which represents a 6~~4.~~8% and 12.~~0% ~~increase, respectively, from the prior academic year. In addition, students first enrolled in May 2022~~ and ~~after are charged administrative fees of $5,430 and $3,841 for the basic sciences and clinical rotation portions of the program, respectively, per semester, which represents a 6~~4.825% ~~and 12.0% increase~~, respectively, from the prior academic year.

● Effective for semesters beginning in September ~~2023~~2024, ~~for~~tuition ~~students~~rates ~~first~~and ~~enrolled~~administrative ~~prior~~fees ~~to May 2022, tuition rates~~ for the beginning basic sciences and clinical rotation portions of RUSM’s medical program ~~are~~increased ~~$27,547 and $30,397, respectively, per semester~~4. ~~These tuition rates represent a 6.~~0% ~~increase~~and ~~from the prior academic year~~4. ~~Effective for semesters beginning in September 2023~~25%, ~~for students first enrolled in May 2022 and after, tuition rates for the beginning basic sciences and clinical rotation portions of RUSM’s medical program are $23,284 and $27,447,~~ respectively, ~~per semester. In addition, students first enrolled in May 2022 and after are charged administrative fees ranging~~ from ~~$5,883 to $6,662 for~~ the ~~basic sciences portion of the program and $3,420 for the clinical rotation portion of the program, per semester. These tuition rates and fees represent a 6.0% increase from the~~ prior academic year.

● Effective for semesters beginning in September 2023, for students who first enrolled prior to September 2018, tuition rates for the pre-clinical (semesters 1-7) and clinical curriculum (semesters 8-10) of RUSVM’s veterinary program are $22,334 and $28,034, respectively, per semester. Effective for semesters beginning in September 2023, for students first enrolled in September 2018 and after, tuition rates for the pre-clinical and clinical curriculum of RUSVM’s veterinary program are $24,044 per semester. All of these tuition rates represent a 6.0% increase from the prior academic year.39

The respective tuition rates for AUC, RUSM, and RUSVM do not include the cost of transportation, living expenses, or health insurance.

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●

Effective for semesters beginning in September 2024, tuition rates for the pre-clinical and clinical curriculum of RUSVM’s veterinary program increased 2.0% from the prior academic year.

Cost of Educational Services

The ~~largest component of~~ cost of educational services isexpense category includes expenses related to the cost of faculty and staff who support educational operations., ~~This expense category also includes the costs of~~ facilities, adjunct faculty, supplies, housing, bookstore, other educational materials, student education-related support activities, and the provision for bad debts. We have not experienced significant inflationary pressures on wages or other costs of delivering our educational services; however, should inflation persist in the overall economy, cost increases could affect our results of operations in the future. The following table presents cost of educational services by segment detailing the changes from the prior year (in thousands):


	Year Ended June 30, ~~2024~~2025
	Chamberlain			Walden			Medical andVeterinary			Consolidated
Fiscal year 2023	$	248,727		$	199,625		$	200,134		$	648,486
Cost increase		28,488			21,485			89			50,062
Fiscal year 2024	$	277,215		$	221,110		$	200,223		$	698,548
% change from prior year		11.5	%		10.8	%		0.0	%		7.7	%
Cost increase		44,554			18,974			9,354			72,882
Fiscal year 2025	$	321,769		$	240,084		$	209,577		$	771,430
% change from prior year		16.1	%		8.6	%		4.7	%		10.4	%

Cost of educational services increased 710.74%, or $5072.19 million, to $~~698~~771.54 million in fiscal year ~~2024~~2025 compared to the prior year. This cost increase was primarily driven by an increase in labor and other costs to support increased enrollment, and anthe ~~increase in~~ provision for bad debts ~~at Chamberlain and Walden~~.

As a percentage of revenue, cost of educational services was 4443.1% in fiscal year ~~2024~~2025 compared to 44.71% in the prior year. The decrease in the percentage was primarily the result of revenue growth accompanied with cost efficiencies.

Student Services and Administrative Expense

The student services and administrative expense category includes expenses related to student admissions, marketing and advertising, general and administrative, and amortization ~~expense~~ of acquired intangible assets. We have not experienced significant inflationary pressures on wages or other costs of providing services to our students and educational institutions; however, should inflation persist in the overall economy, cost increases could affect our results of operations in the future. The following table presents student services and administrative expense by segment detailing the changes from the prior year (in thousands):


	Year Ended June 30, ~~2024~~2025
	Chamberlain			Walden			Medical andVeterinary			Home Office		Consolidated
Fiscal year 2023	$	186,805		$	294,974		$	78,598		$	25,632	$	586,009
Cost increase		31,702			19,940			5,470			5,444		62,556
Amortization of acquired intangible assets decrease		—			(25,595)			—			—		(25,595)
Litigation reserve increase		—			8,500			—			—		8,500
Loss on assets held for sale increase		—			—			—			647		647
Debt modification costs increase		—			—			—			848		848
Fiscal year 2024	$	218,507		$	297,819		$	84,068		$	32,571	$	632,965
Cost increase		32,131			26,090			6,189			4,954		69,364
Amortization of acquired intangible assets decrease		—			(24,424)			—			—		(24,424)
Litigation reserve decrease		—			(24,050)			—			—		(24,050)
Asset impairments increase		—			—			—			6,442		6,442
Strategic advisory costs increase		—			—			—			12,000		12,000
Loss on assets held for sale decrease		—			—			—			(157)		(157)
Debt modification costs decrease		—			—			—			(136)		(136)
Fiscal year 2025	$	250,638		$	275,435		$	90,257		$	55,674	$	672,004

Fiscal year 2024 % change:
Fiscal year 2025 % change:
Cost increase		1714.07	%		68.8	%		7.04	%		NM		1011.70	%
Amortization of acquired intangible assets decrease		—			(8.72)	%		—			NM		(43.49)	%
Litigation reserve increase		—			2.9	%		—			NM		1.5	%
Litigation reserve decrease		—			(8.1)	%		—			NM		(3.8)	%
Loss on assets held for sale increase		—			—			—			NM		0.1	%
Asset impairments increase		—			—			—			NM		1.0	%
Debt modification costs increase		—			—			—			NM		0.1	%
Strategic advisory costs increase		—			—			—			NM		1.9	%
Fiscal year 2024 % change		17.0	%		1.0	%		7.0	%		NM		8.0	%
Loss on assets held for sale decrease		—			—			—			NM		(0.0)	%
Debt modification costs decrease		—			—			—			NM		(0.0)	%
Fiscal year 2025 % change		14.7	%		(7.5)	%		7.4	%		NM		6.2	%

Student services and administrative expense increased 8.0%, or $47.0 million, to $633.0 million in fiscal year 2024 compared to the prior year. Excluding amortization of acquired intangible assets, litigation reserve, loss on assets held for

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Student services and administrative expense increased 6.2%, or $39.0 million, to $672.0 million in fiscal year 2025 compared to the prior year. After excluding amortization of acquired intangible assets, litigation reserves, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs, student services and administrative expense increased 1011.70%, or $6269.64 million, in fiscal year ~~2024~~2025 compared to the prior year. This cost increase was primarily driven by an increase in ~~incentive compensation expense,~~ marketing expense, ~~and~~ investments to support growth initiatives, and stock-based compensation.

As a percentage of revenue, student services and administrative expense was 3937.96% in fiscal year ~~2024~~2025 compared to 4039.49% in the prior year. The decrease in the percentage was primarily the result of ~~efficiencies~~revenue ingrowth ~~marketing~~accompanied ~~spend~~by ~~and~~decreases ~~a decrease~~ in amortization of acquired intangible assets and litigation reserves, partially offset by increases in asset impairments and strategic advisory costs.

Restructuring Expense

Restructuring expense was $13.93 million and $181.89 million in fiscal year ~~2024~~2025 and ~~2023~~2024, respectively. This ~~decrease~~increase was primarily driven by ~~higher~~workforce ~~real~~reductions ~~estate consolidations in fiscal year 2023 at Walden, Medical~~ and ~~Veterinary,~~costs ~~and~~to ~~Adtalem’s~~exit ~~home~~certain ~~office~~course ~~resulting in impairments on operating lease assets and property and equipment~~offerings. We continue to incur restructuring charges or reversals related to exited leased space from previous restructuring activities.

Business ~~Acquisition and~~ Integration Expense

Business ~~acquisition and~~ integration expense was $34.2 million ~~and $42.7 million~~ in fiscal year 2024. ~~and~~We ~~2023,~~did ~~respectively.~~not ~~These~~incur ~~are~~business ~~costs~~integration ~~associated~~expense ~~with~~in ~~integrating~~fiscal ~~Walden~~year ~~into Adtalem~~2025. In ~~addition,~~the ~~during~~prior ~~fiscal~~ year ~~2023~~, we ~~initiated~~incurred certain costs relating to transformation initiatives to accelerate growth and organizational agility. ~~Certain~~that ~~costs~~were ~~relating to this transformation are~~ included in business ~~acquisition and~~ integration expense in the Consolidated Statements of Income. ~~We may incur additional integration costs in fiscal year 2025, but at a decreasing rate.~~

~~Gain on Sale of Assets~~41

On July 31, 2019, Adtalem sold its Chicago, Illinois, campus facility to DePaul College Prep Foundation (“DePaul College Prep”) for $52.0 million. Adtalem received $5.2 million of cash at the time of closing and held a mortgage, secured by the property, from DePaul College Prep for $46.8 million. The mortgage was due on July 31, 2024 as a balloon payment and bore interest at a rate of 4% per annum, payable monthly. DePaul College Prep had an option to make prepayments. Due to Adtalem’s involvement with financing the sale, the transaction did not qualify as a sale for accounting purposes at the time of closing. Adtalem continued to maintain the assets associated with the sale on the Consolidated Balance Sheets. We recorded a note receivable of $40.3 million and a financing payable of $45.5 million at the time of the sale, which were classified as other assets, net and other liabilities, respectively, on the Consolidated Balance Sheets. On February 23, 2023, DePaul College Prep paid the mortgage in full. Upon receiving full repayment of the mortgage, Adtalem no longer is involved in the financing of the sale and therefore derecognized the note receivable, the financing payable, and the assets associated with the campus facility, which resulted in recognizing a gain on sale of assets of $13.3 million in fiscal year 2023. This gain was recorded at Adtalem’s home office, which is classified as “Home Office” in Note 22 “Segment Information” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”

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Operating Income

The following table presents a reconciliation of operating income ~~(GAAP)~~ to adjusted operating income ~~(non-GAAP)~~ by segment (in thousands):


	Year Ended June 30,
							Increase/(Decrease)
	~~2024~~2025			~~2023~~2024			$		%
Chamberlain:
Operating income (GAAP)	$	137,800		$	134,685		$	3,115	2.3	%
Operating income	$	151,455		$	137,800		$	13,655	9.9	%
Restructuring expense		—1,912			~~818~~—			~~(818)~~1,912
Adjusted operating income (non-GAAP)	$	137,800		$	135,503		$	2,297	1.7	%
Adjusted operating income	$	153,367		$	137,800		$	15,567	11.3	%
Operating margin (GAAP)		21.8	%		23.6	%
Operating margin		20.9	%		21.8	%
Operating margin (non-GAAP)		21.8	%		23.7	%
Adjusted operating margin		21.1	%		21.8	%

Walden:
Operating income (GAAP)	$	77,179		$	35,880		$	41,299	115.1	%
Operating income	$	177,911		$	77,179		$	100,732	130.5	%
Restructuring expense		~~(776)~~—			~~3,245~~(776)			~~(4,021)~~776
Amortization of acquired intangible assets		3511,~~644~~220			6135,~~239~~644			(2524,~~595~~424)
Litigation reserve		18(5,~~500~~550)			1018,~~000~~500			8(24,~~500~~050)
Adjusted operating income (non-GAAP)	$	130,547		$	110,364		$	20,183	18.3	%
Adjusted operating income	$	183,581		$	130,547		$	53,034	40.6	%
Operating margin (GAAP)		13.0	%		6.7	%
Operating margin		25.7	%		13.0	%
Operating margin (non-GAAP)		21.9	%		20.7	%
Adjusted operating margin		26.5	%		21.9	%

Medical and Veterinary:
Operating income (GAAP)	$	71,065		$	59,649		$	11,416	19.1	%
Operating income	$	68,798		$	71,065		$	(2,267)	(3.2)	%
Restructuring expense		~~442~~454			~~7,687~~442			~~(7,245)~~12
Adjusted operating income (non-GAAP)	$	71,507		$	67,336		$	4,171	6.2	%
Adjusted operating income	$	69,252		$	71,507		$	(2,255)	(3.2)	%
Operating margin (GAAP)		20.0	%		17.2	%
Operating margin		18.6	%		20.0	%
Operating margin (non-GAAP)		20.1	%		19.5	%
Adjusted operating margin		18.8	%		20.1	%

Home Office:
Operating loss (GAAP)	$	(68,990)		$	(62,044)		$	(6,946)	(11.2)	%
Operating loss	$	(56,622)		$	(68,990)		$	12,368	17.9	%
Restructuring expense		~~2,204~~948			72,~~067~~204			(41,~~863~~256)
Business acquisition and integration expense		34,215			42,661			(8,446)
Business integration expense		—			34,215			(34,215)
Loss on assets held for sale		647			—			647
Asset impairments		6,442			—			6,442
Debt modification costs		848			—			848
Strategic advisory costs		12,000			—			12,000
Gain on sale of assets		—			(13,317)			13,317
Loss on assets held for sale		490			647			(157)
Adjusted operating loss (non-GAAP)	$	(31,076)		$	(25,633)		$	(5,443)	(21.2)	%
Debt modification costs		712			848			(136)
Adjusted operating loss	$	(36,030)		$	(31,076)		$	(4,954)	(15.9)	%

Adtalem Global Education:
Operating income (GAAP)	$	~~217~~341,~~054~~542		$	~~168~~217,~~170~~054		$	48124,~~884~~488	2957.14	%
Restructuring expense		13,~~870~~314			181,~~817~~870			~~(16~~1,~~947)~~444
Business acquisition and integration expense		34,215			42,661			(8,446)
Business integration expense		—			34,215			(34,215)
Amortization of acquired intangible assets		3511,~~644~~220			6135,~~239~~644			(2524,~~595~~424)
Litigation reserve		18(5,~~500~~550)			1018,~~000~~500			8(24,~~500~~050)
Loss on assets held for sale		647			—			647
Asset impairments		6,442			—			6,442
Debt modification costs		848			—			848
Strategic advisory costs		12,000			—			12,000
Gain on sale of assets		—			(13,317)			13,317
Loss on assets held for sale		490			647			(157)
Adjusted operating income (non-GAAP)	$	308,778		$	287,570		$	21,208	7.4	%
Debt modification costs		712			848			(136)
Operating margin (GAAP)		13.7	%		11.6	%
Adjusted operating income (non-GAAP)	$	370,170		$	308,778		$	61,392	19.9	%
Operating margin (non-GAAP)		19.5	%		19.8	%
Operating margin (GAAP)		19.1	%		13.7	%
Adjusted operating margin (non-GAAP)		20.7	%		19.5	%

Consolidated operating income increased 2957.14%, or $48124.95 million, to $~~217~~341.15 million in fiscal year ~~2024~~2025 compared to the prior year. The operating income increase in fiscal year ~~2024~~2025 was primarily driven by an increase in revenue and decreases in ~~restructuring expense,~~ business ~~acquisition and~~ integration expense, ~~and~~ amortization of acquired intangible assets, and litigation reserves, partially offset by increases in ~~litigation~~asset ~~reserves~~impairments, strategic advisory costs, labor and other costs to support increased enrollment, ~~incentive~~marketing ~~compensation~~ expense, ~~marketing~~investments ~~expense~~to support growth initiatives, ~~and~~the provision for bad debts, and ~~the~~stock-based ~~gain on sale of assets in fiscal year 2023~~compensation. The decrease in amortization of acquired intangible assets is driven by the decrease in amortization relating to the Walden student relationships intangible asset., ~~This~~which ~~intangible~~was ~~asset~~fully is amortized ~~based~~as ~~on the estimated retention~~ of ~~the~~June ~~students and considers the revenue and cash flow associated with these existing students~~30, ~~which~~2024. ~~are~~The ~~concentrated~~decrease atin ~~the~~litigation ~~beginning~~reserves ~~of the asset’s useful life.~~

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~~Consolidated~~was ~~adjusted~~due ~~operating~~to ~~income~~receiving ~~increased 7.4%, or~~ $215.26 million, ~~to $308.8 million~~ in fiscal year ~~2024~~2025 ~~compared~~from ~~to the prior year. The adjusted operating income increase in fiscal year 2024 was primarily driven by~~ an ~~increase~~indemnification inclaim ~~revenue,~~under ~~partially~~the ~~offset~~Membership byInterest ~~increases~~Purchase inAgreement ~~labor~~with ~~and~~Laureate ~~other costs to support increased enrollment~~Education, ~~incentive compensation expense, marketing expense, and provision for bad debts~~Inc.

Consolidated adjusted operating income increased 19.9%, or $61.4 million, to $370.2 million in fiscal year 2025 compared to the prior year. The adjusted operating income increase in fiscal year 2025 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, investments to support growth initiatives, the provision for bad debts, and stock-based compensation.

Chamberlain

~~Chamberlain operating income increased 2.3%, or $3.1 million, to $137.8 million in fiscal year 2024 compared to the prior year.~~ Segment adjusted operating income increased 111.73%, or $215.36 million, to $~~137~~153.84 million in fiscal year ~~2024~~2025 compared to the prior year. The adjusted operating income increase in fiscal year ~~2024~~2025 was primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, ~~incentive~~stock-based compensation ~~expense~~, marketing expense, investments to support growth initiatives, and the provision for bad debts.

Walden

~~Walden operating income increased 115.1%, or $41.3 million, to $77.2 million in fiscal year 2024 compared to the prior year.~~ Segment adjusted operating income increased 1840.36%, or $2053.20 million, to $~~130~~183.56 million in fiscal year ~~2024~~2025 compared to the prior year. The adjusted operating income increase in fiscal year ~~2024~~2025 was primarily driven by ~~the~~an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, ~~incentive~~stock-based compensation, marketing expense, and ~~provision~~investments ~~for~~to ~~bad~~support ~~debts~~growth initiatives.

Medical and Veterinary

~~Medical~~Segment ~~and~~adjusted ~~Veterinary~~ operating income ~~increased~~decreased 193.12%, or $112.43 million, to $7169.13 million in fiscal year ~~2024~~2025 compared to the prior year. ~~Segment~~The adjusted operating income ~~increased~~decrease ~~6.2%,~~in orfiscal ~~$4.2~~year ~~million,~~2025 towas ~~$71.5~~primarily ~~million~~driven inby ~~fiscal~~increases ~~year~~in ~~2024~~investments ~~compared~~ to ~~the~~support ~~prior~~initiatives ~~year.~~to ~~The~~drive ~~adjusted~~future ~~operating~~growth, ~~income~~investments ~~increase~~ in ~~fiscal~~academic ~~year~~support, ~~2024~~and ~~was~~stock-based ~~primarily~~compensation, ~~driven~~partially offset by an increase in revenue ~~and a decrease in provision for bad debts~~.

Interest Expense

Interest expense was $6352.73 million and $63.17 million in fiscal year ~~2024~~2025 and ~~2023~~2024, respectively. This ~~increase~~decrease was primarily driven by ~~the~~lower ~~increase~~interest inexpense ~~letter~~on ofour ~~credit~~Term ~~fees~~Loan B due to decreased borrowings and a lower interest rate (as discussed in Note 1413 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data”)~~, partially offset by lower write-offs on debt discount and issuance costs on Term Loan B in the current year compared to the prior year~~.

Other Income, Net

Other income, net was income of $109.53 million and income of $710.05 million in fiscal year ~~2024~~2025 and ~~2023~~2024, respectively. ~~The~~This ~~other~~decrease ~~income, net increase in fiscal year 2024~~ was primarily driven by ~~$5.0~~decreases ~~million of expense~~ in ~~fiscal~~interest ~~year~~income ~~2023~~and ~~for an impairment of an equity~~ investment income.

(Provision for) ~~Benefit from~~ Income Taxes

Our effective income tax rate ~~(“ETR”)~~ from continuing operations can differ from the 21% U.S. federal statutory rate due to several factors, including tax on global intangible low-taxed income (“GILTI”), limitation of tax benefits on certain executive compensation, the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings outside the U.S., tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, ~~liabilities~~changes ~~for~~in uncertain tax positions, and tax benefits on stock-based compensation awards.

Our effective tax rate from continuing operations was 1622.01% and 916.20% in fiscal year ~~2024~~2025 and ~~2023~~2024, respectively. InThe effective tax rate for fiscal year ~~2024,~~2025 ~~our~~increased ~~effective~~compared ~~tax~~to ~~rate~~the ~~increase~~prior ~~was~~year primarily due to an increase in the percentage of earnings from operations in higher taxed jurisdictions and a limitation of tax benefits on certain executive compensation. ~~The rate increase was partially offset due to the lapsing of statues of limitations for unrecognized tax benefits in fiscal year 2024.~~ In addition, in fiscal year ~~2023~~2024, wethe ~~released~~effective ~~a valuation allowance on certain deferred~~ tax ~~assets~~rate ~~based~~included ona ~~our~~benefit ~~reassessment~~from of the ~~amount~~lapsing of ~~state~~statutes ~~net~~of ~~operating~~limitations ~~loss~~for ~~carryforwards~~unrecognized ~~that~~tax ~~are more likely than not to be realized~~benefits.

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In July 2025, the U.S. Congress enacted OBBBA, which introduces substantial changes to the federal tax landscape. Key provisions include the permanent renewal of certain measures initially set to expire under the Tax Cuts and Jobs Act, adjustments to the international tax regime, and the reinstatement of beneficial tax treatment for select business-related items. The legislation features staggered effective dates to be phased in through our fiscal year 2027. We are currently evaluating the tax impacts of the changes made by OBBBA which will begin to be reflected in our fiscal year 2026 consolidated financial statements.

Discontinued Operations

~~Beginning~~We inhad ~~the~~income ~~second~~from ~~quarter~~discontinued ofoperations in fiscal year ~~2022,~~2025 ~~ACAMS,~~of ~~Becker,~~$4.4 ~~OCL,~~million and ~~EduPristine~~loss from discontinued operations ~~were~~in ~~classified~~fiscal asyear 2024 of $0.9 million. We recorded income within discontinued operations related to the DeVry University earn-out of $7.0 million and $5.5 million in fiscal year 2025 and 2024, respectively. In addition, we continue to incur costs associated with ongoing litigation and settlements related to ~~the DeVry University and Carrington College~~ divestitures, which ~~were completed during fiscal year 2019, and~~ are classified as ~~expense~~expenses within discontinued operations.

Loss from discontinued operations in fiscal year 2024 was $0.9 million. This loss consisted of the following: (i) loss of $0.8 million driven by ongoing litigation costs and settlements related to the DeVry University and Carrington College divestitures, partially offset by income from the DeVry University earn-out; and (ii) provision for income taxes of $0.2 million associated with the items listed above.

Loss from discontinued operations in fiscal year 2023 was $8.4 million. This loss consisted of the following: (i) loss of $8.5 million driven by ongoing litigation costs and settlements related to the DeVry University divestiture, partially offset by income from the DeVry University earn-out; (ii) loss on the sale of ACAMS, Becker, and OCL of $3.6 million for working capital adjustments to the initial sales prices and a tax return to provision adjustment; and (iii) benefit from income taxes of $3.6 million associated with the items listed above.

Liquidity and Capital Resources

Adtalem’s primary source of liquidity is the cash received from payments for student tuition, fees, books, and other educational materials. These payments include funds originating as financial aid from various federal and state loan and grant programs, student and family educational loans, employer educational reimbursements, scholarships, and student and family financial resources. Adtalem continues to provide financing options for its students, including Adtalem’s credit extension programs.

The pattern of cash receipts during the year is seasonal. Adtalem’s cash collections on accounts receivable peak at the start of each institution’s term. Accounts receivable reach their lowest level at the end of each institution’s term.

Adtalem’s consolidated cash and cash equivalents balance of $~~219~~199.36 million and $~~272~~219.23 million as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively, included cash and cash equivalents held at Adtalem’s international operations of $422.69 million and $74.26 million as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively, which is available to Adtalem for general corporate purposes.

Cash Flow Summary

Operating Activities

~~The~~Net ~~following~~cash ~~table~~provided ~~provides~~by operating activities from continuing operations in fiscal year 2025 increased $45.4 million to $333.7 million, compared to $288.4 million in the prior year. This increase was driven by a ~~summary~~$124.5 ofmillion ~~cash~~increase ~~flows~~in operating income primarily due to increased revenue from students and a $11.2 million decrease in interest payments. The increase in cash provided by operating activities (from continuing operations was partially offset by a $22.9 million increase in ~~thousands):~~net legal settlement payments, a $20.3 million increase in management incentive bonus payments, and a $60.6 million increase in payments to vendors.


	Year Ended June 30,
	2024		2023
Income from continuing operations	$	137,713	$	101,752
Non-cash items		203,567		196,725
Changes in assets and liabilities		(52,913)		(103,787)
Net cash provided by operating activities-continuing operations	$	288,367	$	194,690

Net cash provided by operating activities from continuing operations in fiscal year 2024 was $288.4 million compared to $194.7 million in the prior year. The increase was driven by an increase in income from continuing operations, net of lower non-cash items, and changes in working capital. The increase of $6.8 million in non-cash items between fiscal year 2024 and 2023 was primarily driven by increases in provision for bad debts, deferred income taxes, and gain on sale of assets, which were partially offset by decreases in impairments to operating lease assets and amortization of intangible assets. The increase of $50.9 million in cash generated from changes in assets and liabilities between fiscal year 2024 and 2023 was primarily due to timing differences in accounts and financing receivables, prepaid assets, cloud computing implementation assets, accounts payable, accrued payroll and benefits, accrued liabilities, accrued interest, and deferred revenue.

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Investing Activities

~~Capital~~Net ~~expenditures~~cash ~~were~~used ~~$48.9~~in ~~million~~investing ~~and~~activities ~~$26.0 million~~ in fiscal year ~~2024~~2025 and ~~2023,~~2024 ~~respectively~~was $41.9 ~~The~~million ~~capital~~and ~~expenditures~~$47.9 inmillion, ~~fiscal~~respectively, ~~year~~and ~~2024~~was primarily ~~consisted~~driven ofby ~~spending~~capital ~~for~~expenditures ~~information~~of ~~technology~~$50.3 ~~investments~~million and ~~Chamberlain’s campus development~~$48.9 ~~For fiscal year 2025~~million, ~~we expect capital spending on information technology~~respectively, ~~new~~partially ~~campus~~offset ~~development~~by atproceeds ~~Chamberlain,~~of ~~and facility improvements at the medical and veterinary schools~~$7.3 ~~Management~~million ~~anticipates~~received in fiscal year 2025 ~~capital~~from ~~spending~~the tosale beof ina ~~the~~building ~~$55~~in toNaperville, ~~$75 million range~~Illinois. The ~~source of funds for this~~ capital ~~spending~~expenditures ~~will be from operations or the Credit Facility (as defined and discussed~~ in ~~Note~~fiscal 14year ~~“Debt”~~2025 toprimarily ~~the~~consisted ~~Consolidated~~of ~~Financial~~spending ~~Statements~~for ininformation ~~Item~~technology 8.investments ~~“Financial Statements~~ and ~~Supplementary~~Chamberlain’s ~~Data”)~~campus development.

During fiscal year 2024 and 2023, we received proceeds from the sale of marketable securities held in a Rabbi Trust of $1.7 million and $7.6 million, respectively, and made additional investments in marketable securities held by the Rabbi Trust of $0.7 million and $1.5 million, respectively.

On July 31, 2019, Adtalem sold its Chicago, Illinois, campus facility to DePaul College Prep for $52.0 million. Adtalem received $5.2 million of cash at the time of closing and held a mortgage loan, secured by the property, from DePaul College Prep for $46.8 million. The mortgage loan was due on July 31, 2024 as a balloon payment and bore interest at a rate of 4% per annum, payable monthly. The buyer had an option to make prepayments. On February 23, 2023, DePaul College Prep paid the mortgage loan in full. The $46.8 million received during fiscal year 2023 is classified as an investing activity in the Consolidated Statements of Cash Flows.

During fiscal year 2023, we paid $3.2 million for a working capital adjustment to the initial sales prices for ACAMS, Becker, and OCL.

Financing Activities

~~The~~Net ~~following~~cash ~~table~~used ~~provides~~in afinancing ~~summary~~activities in fiscal year 2025 and 2024 was $316.0 million and $301.8 million, respectively, and was primarily driven by share repurchases of ~~cash~~$213.1 ~~flows~~million ~~from~~and ~~financing~~$262.0 ~~activities~~million, ~~(in~~respectively, ~~thousands):~~and net long-term debt repayments of $100.0 million and $50.0 million, respectively.


	Year Ended June 30,
	2024		2023
Repurchases of common stock for treasury	$	(261,966)	$	(123,133)
Payment on equity forward contract		—		(13,162)
Net repayments of long-term debt		(50,000)		(150,861)
Other		10,168		(1,359)
Net cash used in financing activities	$	(301,798)	$	(288,515)

On March 1, 2022, we announced that the Board authorized Adtalem’s thirteenth share repurchase program, which allows Adtalem to repurchase up to $300.0 million of its common stock through February 25, 2025. On January 16, 2024, Adtalem completed its thirteenth share repurchase program. On January 19, 2024, we announced that the Board authorized Adtalem’s fourteenth share repurchase program, which allows Adtalem to repurchase up to $300.0 million of its common stock through January 16, 2027. As of June 30, 2024, $211.6 million of authorized share repurchases were remaining under the fourteenth share repurchase program. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors. See Note 16 “Share Repurchases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our share repurchase programs.

On March 14, 2022, we entered into an ASR agreement to repurchase $150.0 million of common stock. We received an initial delivery of 4,709,576 shares of common stock representing approximately 80% of the total shares expected to be delivered at the time of executing the ASR based on the per share price on the day prior to the execution date. The final number of shares to be repurchased was based on the volume-weighted average price of Adtalem’s common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms of the ASR agreement. The ASR agreement ended on October 14, 2022. Based on the volume-weighted average price of Adtalem’s common stock during the term of the ASR agreement, Adtalem owed the counter party 332,212 shares of common stock. We elected to settle the contract in cash instead of delivering shares by making a cash payment of $13.2 million on November 2, 2022.

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On ~~March~~May 16, ~~2021~~2025, we ~~issued~~announced ~~$800.0~~that ~~million~~the ~~aggregate~~Board ~~principal amount~~ of ~~5.50%~~Directors ~~Senior Secured Notes due 2028~~ (the “~~Notes~~Board”), ~~which~~Adtalem’s ~~mature~~fifteenth onshare ~~March~~repurchase 1program, ~~2028.~~which Onallows ~~August 12, 2021,~~ Adtalem ~~entered~~to ~~into~~repurchase ~~its~~up ~~new~~to ~~credit agreement (the “Credit Agreement”) that provides for (1) a~~ $~~850~~150.0 million ~~senior~~of ~~secured~~its ~~term~~common ~~loan~~stock ~~(“Term~~through ~~Loan~~May ~~B”)~~6, ~~with~~2028. aAs ~~maturity date~~ of ~~August~~June 1230, ~~2028~~2025, ~~and (2) a~~ $~~400~~150.0 million ~~senior secured revolving loan facility (“Revolver”) with a maturity date~~ of ~~August~~authorized ~~12,~~share ~~2026.~~repurchases Weremained ~~refer~~under to the ~~Term~~fifteenth ~~Loan~~share Brepurchase ~~and Revolver collectively as the “Credit Facility~~program.” The ~~Revolver~~timing ~~will be used to finance ongoing working capital~~ and for general corporate purposes. During fiscal year 2022, we made a prepayment of $396.7 million on the Term Loan B. With that prepayment, we are no longer required to make quarterly installment payments. On April 11, 2022, we repaid $373.3 million of Notes at a price equal to 100% of the principal amount of ~~the~~any ~~Notes.~~future ~~During~~repurchases ~~June~~will ~~2022,~~be wedetermined ~~repurchased~~based on ~~the open market~~ an ~~additional~~evaluation ~~$20.8 million~~ of ~~Notes at a price equal to approximately 90% of the principal amount of the Notes. During the first quarter of fiscal year 2023, we repurchased on the open~~ market anconditions ~~additional $0.9 million of Notes at a price equal to approximately 92% of the principal amount of the Notes. On September 22, 2022, November 22, 2022,~~ and ~~January~~other ~~26, 2024, we made additional prepayments of $100~~factors.0 million, $50.0 million, and $50.0 million, respectively, on the Term Loan B. As of June 30, 2024, the principal balance of the Notes and Term Loan B was $405.0 million and $253.3 million, respectively. See Note 14 “~~Debt~~Share Repurchases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on ~~the Notes and~~ our ~~Credit~~share ~~Agreement~~repurchase programs.

In the event of unexpected market conditions or negative economic changes that could negatively affect Adtalem’s earnings and/or operating cash flow, Adtalem maintains a $400.0 million revolving credit facility with availability of $242.1 million as of June 30, 2024.

Material Cash Requirements

Long-Term Debt – As of June 30, ~~2024~~2025, we have principal balances of $405.0 million of 5.50% Senior Secured Notes due 2028 (the “Notes”), which mature on March 1, 2028 and $~~253~~153.3 million of Term Loan B under our Credit Facility, which matures on August 12, 2028 and requires interest payments. ~~With~~As ~~the~~a result of previous Term Loan B prepayments ~~noted above~~, we are no longer required to make quarterly principal installment payments on the Term Loan B. InSee ~~addition,~~Note we13 ~~maintain~~“Debt” ato ~~$400~~the Consolidated Financial Statements in Item 8.0 ~~million~~“Financial ~~revolving~~Statements ~~credit~~and ~~facility~~Supplementary ~~with~~Data” ~~availability~~for ofadditional ~~$242.1~~information ~~million~~on asthe ofNotes ~~June~~and ~~30,~~our ~~2024~~Credit Agreement.

ED has recently allowed reductions in our letters of credit totaling $90.8 million. On January 31, 2024, ED allowed a $76.2 million letter of credit in favor of ED to expire without any requirement for Adtalem to renew it. On April 26, 2024, ED indicated that it would permit Adtalem to reduce its $84.0 million surety-backed letter of credit in favor of ED on behalf of Walden, which allows Walden to participate in Title IV programs, to $69.4 million, which took effect on June 24, 2024, and was extended through December 31, 2024. In addition, Adtalem had a letter of credit outstanding under its Revolver in the amount of $157.9 million as of June 30, 2024, in favor of ED, which allows Adtalem institutions to participate in Title IV programs. As of June 30, ~~2024~~2025, Adtalem had $~~227~~179.30 million of letters of credit outstanding in favor of ED. See “Off-Balance Sheet Arrangements” in Note 1413 “Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information ~~on the Notes and our Credit Agreement~~.

~~Operating~~In ~~Lease~~the ~~Obligations~~event –of Weunexpected ~~have~~market conditions or negative economic changes that could negatively affect Adtalem’s earnings and/or operating ~~lease~~cash ~~obligations~~flow, ~~for~~Adtalem ~~the~~maintained ~~minimum~~a ~~payments~~$400.0 ~~required~~million ~~under~~revolving ~~various~~credit ~~lease~~facility ~~agreements~~with ~~which~~availability ~~are~~of ~~recorded~~$400.0 onmillion ~~the~~as ~~Consolidated~~of ~~Balance~~June ~~Sheets~~30, 2025. InOn ~~addition~~August 6, 2025, we ~~sublease~~entered ~~certain~~into ~~space~~Amendment No. 4 to ~~third~~Credit ~~parties~~Agreement and Incremental Assumption Agreement (the “Amendment”), which ~~partially~~increased ~~offsets~~ the ~~lease~~revolving ~~obligations~~credit atfacility ~~these~~to ~~facilities~~$500.0 million. See Note 1213 “~~Leases~~Debt” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on ~~our~~the ~~lease agreements~~Amendment.

Operating Lease Obligations – We have operating lease obligations for the minimum payments required under various lease agreements which are recorded on the Consolidated Balance Sheets. In addition, we sublease certain space to third parties, which partially offsets the lease obligations at these facilities. See Note 11 “Leases” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our lease agreements.

We believe our cash flows from operations, and our existing cash balances, combined with availability under our credit facility and access to the debt markets, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, capital spending, and anticipated stock repurchases for a period that includes the next twelve months as well as the next several years. However, our ability to maintain sufficient liquidity may be affected by numerous factors, many of which are outside our control. Depending on our liquidity levels, conditions in the capital markets, and other factors, we may from time to time consider the issuance of debt, equity, or other securities, the proceeds of which could provide additional liquidity for our operations.

Critical Accounting Estimates

We describe our significant accounting policies in the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.” The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Critical accounting estimates discussed below are those that we believe involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Although management believes its assumptions and estimates are reasonable, actual results could differ from those estimates.

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condition or results of operations. Although management believes its assumptions and estimates are reasonable, actual results could differ from those estimates.

Credit Losses

The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in our accounts and financing receivable balances as of each balance sheet date. In evaluating the collectability of our accounts and financing receivable balances, we utilize historical events, current conditions, and reasonable and supportable forecasts about the future. The estimate of our credit losses involves a significant level of uncertainty as it requires significant judgment to estimate the amount we will collect in the future on our accounts and financing receivable balances. See Note 109 “Accounts and Financing Receivables” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our credit losses.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that may trigger an impairment analysis could include a decision by management to exit a market or a line of business or to consolidate operating locations. Upon identifying such an event, if the carrying value of the long-lived asset is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group. Significant ~~judgement~~judgment is involved in determining whether a triggering event has occurred, and significant assumptions are used in the estimation of future cash flows and fair values of long-lived assets. Changes in our judgments and assumptions could result in impairments of long-lived assets in future periods.

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized, but are ~~tested~~reviewed for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is May 31.

We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more likely than not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s fair value. If the carrying value of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. We also have the option to perform a qualitative assessment to test indefinite-lived intangible assets for impairment by determining whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that the indefinite-lived intangible asset is more likely than not impaired, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the indefinite-lived intangible assets. If the carrying value of the indefinite-lived intangible assets exceeds ~~its~~their fair value, an impairment loss is recognized to the extent the carrying value exceeds fair value.

For intangible assets with finite lives, we evaluate for potential impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group. Intangible assets with finite lives are amortized over their expected economic lives, ~~ranging~~which ~~from~~is ~~three to~~ five years.

All intangible assets and certain goodwill are being amortized for tax reporting purposes over statutory lives.

As part of our annual impairment review of goodwill and indefinite-lived intangible assets, we elected to perform a quantitative assessment of the RUSM reporting unit’s fair value and indefinite-lived intangible assets. Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Significant assumptions used in the determination of reporting unit fair value measurements generally include forecasted cash flows, discount rates, terminal growth rates, and earnings multiples. The discounted cash flow ~~models~~method used to determine the fair value of our ~~AUC~~RUSM reporting unit during fiscal year ~~2024~~2025 reflected our most recent cash flow projections, a discount rate of 13.8%, and a terminal growth rate of 3.0%. The significant assumptions used in the market comparable method include

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~~flow~~earnings ~~projections,~~multiples afor ~~discount~~comparable ~~rate of 12~~companies.~~5%,~~ ~~and a terminal growth rate of 3.0%.~~ Each of these inputs can significantly affect the fair values of our reporting units. Based on this quantitative assessment, it was determined that the fair value of the ~~AUC~~RUSM reporting unit exceeded its carrying value by approximately 20165% and therefore no goodwill impairment was identified.

Significant judgments and assumptions were used in determining the fair value of the RUSM reporting unit’s indefinite-lived intangible assets. The ~~with~~relief-from-royalty ~~and without~~ method of the income approach and the ~~relief~~with-and-without ~~from~~method ~~royalty~~of ~~model~~the income approach used in the determination of the fair values of our ~~AUC~~RUSM trade name and RUSM Title IV eligibility and ~~trade~~accreditation ~~name~~indefinite-lived intangible assets, respectively, during fiscal year ~~2024~~2025 reflected our most recent revenue projections, a discount rate of 1213.58%, a royalty rate of 5.5%, and a terminal growth rate of 3.0%. Each of these factors and assumptions can significantly affect the value of the intangible asset. Based on these quantitative assessments, it was determined that the fair values of these indefinite-lived intangible assets in the ~~AUC~~RUSM reporting unit exceeded their carrying values by atover ~~least 23~~2,000% and therefore no impairment was identified.

Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. If economic conditions deteriorate, ~~interest rates rise,~~ or operating performance of our reporting units do not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods. See Note 1312 “Goodwill and Intangible Assets” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our goodwill and intangible assets impairment analysis.

Income Taxes

Adtalem accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Adtalem also recognizes future tax benefits associated with tax loss and credit carryforwards as deferred tax assets. Adtalem’s deferred tax assets are reduced by a valuation allowance, when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. To assess whether it is more likely than not that deferred tax assets will be realized and whether a valuation allowance needs to be recorded against them, we consider future reversals of existing taxable temporary differences, expected future earnings, prior earnings history, and tax planning strategies. Such assessments involve significant ~~judgements~~judgments and are subject to change in the future particularly if earnings are significantly different from expectations.

Adtalem is subject to audit by federal, state, and foreign tax authorities and Adtalem reduces its net tax assets for the estimated additional tax and interest that may result from those tax authorities disputing uncertain tax positions Adtalem has taken. Evaluating the exposure associated with uncertain tax positions involves significant judgment and we record reserves based on our past experience with similar situations and on the technical support for the positions. Our effective tax rate for a given period could be impacted by changes in the measurement of uncertain tax positions.

Contingencies

Adtalem is subject to contingencies, such as various claims and legal actions that arise in the normal conduct of its business. We record an accrual for those matters where management believes a loss is probable and can be reasonably estimated. For those matters for which we have not recorded an accrual, their possible impact on Adtalem’s business, financial condition, or results of operations, cannot be predicted at this time. A significant amount of judgment and the use of estimates are required to quantify our ultimate exposure in these matters. The valuation of liabilities for these contingencies is reviewed on a quarterly basis and any necessary adjustments to the accrual on the Consolidated Balance Sheets isare recorded. While we believe that the amount accrued to-date is adequate, future changes in circumstances could impact these determinations. See Note 2118 “Commitments and Contingencies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information on our loss contingencies.

Recent Accounting Pronouncements

For ainformation ~~discussion~~regarding of recent accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data.”

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Non-GAAP Financial Measures and Reconciliations

We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP financial measures used in this Annual Report on Form 10-K:

Adjusted net income (most comparable GAAP measure: net income) – Measure of Adtalem’s net income adjusted for restructuring expense, business ~~acquisition and~~ integration expense, amortization of acquired intangible assets, ~~gain on sale of assets,~~ write-off of debt discount and issuance costs, ~~gain on extinguishment of debt,~~ litigation reserve, ~~investment~~asset ~~impairment~~impairments, loss on assets held for sale, debt modification costs, ~~tax~~strategic ~~benefit~~advisory ~~due to change in valuation allowance~~costs, tax benefit due to change in unrecognized tax benefits, and (income) loss from discontinued operations.

Adjusted earnings per share (most comparable GAAP measure: diluted earnings per share) – Measure of Adtalem’s diluted earnings per share adjusted for restructuring expense, business ~~acquisition and~~ integration expense, amortization of acquired intangible assets, ~~gain on sale of assets,~~ write-off of debt discount and issuance costs, ~~gain on extinguishment of debt,~~ litigation reserve, ~~investment~~asset ~~impairment~~impairments, loss on assets held for sale, debt modification costs, ~~tax~~strategic ~~benefit~~advisory ~~due to change in valuation allowance~~costs, tax benefit due to change in unrecognized tax benefits, and (income) loss from discontinued operations.

Adjusted operating income (most comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for restructuring expense, business ~~acquisition and~~ integration expense, amortization of acquired intangible assets, litigation reserve, ~~loss~~asset ~~on assets held for sale~~impairments, ~~debt~~strategic ~~modification~~advisory costs, ~~and~~loss ~~gain~~ on ~~sale of~~ assets. ~~This~~held ~~measure~~for issale, ~~applied on a consolidated~~ and ~~segment~~debt ~~basis,~~modification ~~depending on the context of the discussion~~costs.

Adjusted EBITDA (most comparable GAAP measure: net income) – Measure of Adtalem’s net income adjusted for (income) loss from discontinued operations, interest expense, other income, net, provision for income taxes, depreciation, amortization of acquired intangible assets, amortization of cloud computing implementation assets, stock-based compensation, restructuring expense, business ~~acquisition and~~ integration expense, litigation reserve, ~~loss~~asset ~~on assets held for sale~~impairments, ~~debt~~strategic ~~modification~~advisory costs, ~~and~~loss ~~gain~~ on ~~sale of~~ assets. ~~This~~held ~~measure~~for issale, ~~applied on a consolidated~~ and ~~segment~~debt ~~basis,~~modification ~~depending on the context of the discussion~~costs. Provision for income taxes, interest expense, and other income, net is not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with adjusted operating income.

A description of special items in our non-GAAP financial measures described above are as follows:

● Restructuring expense primarily related to ~~real~~workforce ~~estate~~reductions, ~~consolidations~~costs atto ~~Walden,~~exit ~~Medical~~certain ~~and~~course ~~Veterinary~~offerings, and prior real estate consolidations at Adtalem’s home office. We do not include normal, recurring, cash operating expenses in our restructuring expense.

● Business ~~acquisition and~~ integration expense ~~include~~includes expenses related to the Walden acquisition and certain costs related to growth transformation initiatives. We do not include normal, recurring, cash operating expenses in our business ~~acquisition and~~ integration expense.

●

Amortization of acquired intangible assets.

●

Amortization of cloud computing implementation assets.

● ~~Gain~~Write-off onof ~~sale~~debt discount and issuance costs related to prepayments of ~~Adtalem’s~~debt, ~~Chicago~~reserves related to significant litigation, ~~Illinois~~asset impairments related to adjusting certain operating lease assets and property and equipment as a result of adjusting carrying values to fair values, ~~campus~~loss ~~facility~~on assets held for sale related to adjusting those assets to estimated fair value less costs to sell, and debt modification costs related to refinancing our Term Loan B loan.

● ~~Write-off~~Strategic ofadvisory ~~debt~~costs ~~discount~~related ~~and~~to ~~issuance~~expanding ~~costs~~capabilities and ~~gain~~bringing onnew ~~extinguishment~~capacities ofto ~~debt~~market ~~related~~ to ~~prepayments~~further ofenhance ~~debt,~~our ~~reserves~~strategic ~~related~~position. toWe ~~significant~~do ~~litigation,~~not ~~impairment~~include ~~of an equity investment~~normal, ~~loss on assets held for sale related to a fair value write-down on assets~~recurring, ~~and~~cash ~~debt~~operating ~~modification~~expenses ~~costs~~in ~~related to refinancing~~ our ~~Term~~strategic ~~Loan~~advisory ~~B loan~~costs.

● Tax benefit due to change in valuation allowance.

●

Tax benefit due to change in unrecognized tax benefits.

● ~~Loss~~(Income) loss from discontinued operations includes expense from ongoing litigation costs and settlements related to ~~the DeVry University and Carrington College~~ divestitures, ~~a loss on sale of ACAMS, Becker,~~ and ~~OCL for working capital adjustments to~~ the ~~initial sales prices and a tax return to provision adjustment, and the~~ earn-outs we received.

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The following tables provide a reconciliation from the most directly comparable GAAP measure to these non-GAAP financial measures. The operating income reconciliation is included in the results of operations section within this MD&A.

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Net income reconciliation to adjusted net income (in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024
Net income (GAAP)	$	~~136~~237,~~777~~065	$	93136,~~358~~777
Restructuring expense		13,~~870~~314		181,~~817~~870
Business acquisition and integration expense		34,215		42,661
Business integration expense		—		34,215
Amortization of acquired intangible assets		3511,~~644~~220		6135,~~239~~644
Gain on sale of assets		—		(13,317)
Write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs		3,832		21,108
Write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, investment impairment, loss on assets held for sale, and debt modification costs		21,108		19,226
Strategic advisory costs		12,000		—
Tax benefit due to change in valuation allowance		—		(6,184)
Tax benefit due to change in unrecognized tax benefits		—		(5,657)
Tax benefit due to change in unrecognized tax benefits		(5,657)		—
Income tax impact on non-GAAP adjustments (1)		(7,423)		(23,104)
Income tax impact on non-GAAP adjustments (1)		(23,104)		(31,997)
(Income) loss from discontinued operations		(4,388)		936
Loss from discontinued operations		936		8,394
Adjusted net income (non-GAAP)	$	255,620	$	201,789
Adjusted net income (non-GAAP)	$	201,789	$	192,197

(1)	Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

Diluted earnings per share reconciliation to adjusted earnings per share (shares in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024
Diluted earnings per share (GAAP)	$	36.3918	$	23.0539
Effect on diluted earnings per share:
Restructuring expense		0.0509		0.4105
Business acquisition and integration expense		0.85		0.94
Business integration expense		-		0.85
Amortization of acquired intangible assets		0.8829		10.3488
Gain on sale of assets		-		(0.29)
Write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs		0.10		0.52
Write-off of debt discount and issuance costs, gain on extinguishment of debt, litigation reserve, investment impairment, loss on assets held for sale, and debt modification costs		0.52		0.42
Strategic advisory costs		0.31		-
Tax benefit due to change in valuation allowance		-		(0.14)
Tax benefit due to change in unrecognized tax benefits		-		(0.14)
Tax benefit due to change in unrecognized tax benefits		(0.14)		-
Income tax impact on non-GAAP adjustments (1)		(0.19)		(0.57)
Income tax impact on non-GAAP adjustments (1)		(0.57)		(0.70)
(Income) loss from discontinued operations		(0.11)		0.02
Loss from discontinued operations		0.02		0.18
Adjusted earnings per share (non-GAAP)	$	6.67	$	5.01
Adjusted earnings per share (non-GAAP)	$	5.01	$	4.21
Diluted shares used in non-GAAP EPS calculation		38,334		40,307
Diluted shares used in non-GAAP EPS calculation		40,307		45,600

(1)	Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

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Reconciliation to adjusted EBITDA (in thousands):


	Year Ended June 30,
							Increase/(Decrease)
	~~2024~~2025			~~2023~~2024			$		%
Chamberlain:
Operating income (GAAP)	$	137,800		$	134,685		$	3,115	2.3	%
Adjusted operating income (GAAP)	$	153,367		$	137,800		$	15,567	11.3	%
Restructuring expense		—			818			(818)
Depreciation		21,687			18,752			2,935
Depreciation		18,752			17,175			1,577
Amortization of cloud computing implementation assets		3,033			1,332			1,701
Amortization of cloud computing implementation assets		1,332			89			1,243
Stock-based compensation		13,309			8,303			5,006
Stock-based compensation		8,303			4,719			3,584
Adjusted EBITDA (non-GAAP)	$	191,396		$	166,187		$	25,209	15.2	%
Adjusted EBITDA (non-GAAP)	$	166,187		$	157,486		$	8,701	5.5	%
Adjusted EBITDA margin (non-GAAP)		26.4	%		26.2	%
Adjusted EBITDA margin (non-GAAP)		26.2	%		27.6	%

Walden:
Operating income (GAAP)	$	77,179		$	35,880		$	41,299	115.1	%
Adjusted operating income (GAAP)	$	183,581		$	130,547		$	53,034	40.6	%
Restructuring expense		(776)			3,245			(4,021)
Depreciation		7,421			7,389			32
Amortization of acquired intangible assets		35,644			61,239			(25,595)
Amortization of cloud computing implementation assets		3,002			1,331			1,671
Litigation reserve		18,500			10,000			8,500
Stock-based compensation		12,477			7,525			4,952
Depreciation		7,389			9,419			(2,030)
Adjusted EBITDA (non-GAAP)	$	206,481		$	146,792		$	59,689	40.7	%
Amortization of cloud computing implementation assets		1,331			73			1,258
Adjusted EBITDA margin (non-GAAP)		29.8	%		24.7	%
Stock-based compensation		7,525			3,861			3,664
Adjusted EBITDA (non-GAAP)	$	146,792		$	123,717		$	23,075	18.7	%
Adjusted EBITDA margin (non-GAAP)		24.7	%		23.2	%

Medical and Veterinary:
Operating income (GAAP)	$	71,065		$	59,649		$	11,416	19.1	%
Adjusted operating income (GAAP)	$	69,252		$	71,507		$	(2,255)	(3.2)	%
Restructuring expense		442			7,687			(7,245)
Depreciation		10,853			11,983			(1,130)
Depreciation		11,983			12,438			(455)
Amortization of cloud computing implementation assets		1,208			469			739
Amortization of cloud computing implementation assets		469			37			432
Stock-based compensation		7,486			4,930			2,556
Stock-based compensation		4,930			3,003			1,927
Adjusted EBITDA (non-GAAP)	$	88,799		$	88,889		$	(90)	(0.1)	%
Adjusted EBITDA (non-GAAP)	$	88,889		$	82,814		$	6,075	7.3	%
Adjusted EBITDA margin (non-GAAP)		24.1	%		25.0	%
Adjusted EBITDA margin (non-GAAP)		25.0	%		23.9	%

Home Office:
Operating loss (GAAP)	$	(68,990)		$	(62,044)		$	(6,946)	(11.2)	%
Adjusted operating loss	$	(36,030)		$	(31,076)		$	(4,954)	(15.9)	%
Restructuring expense		2,204			7,067			(4,863)
Depreciation		741			1,552			(811)
Business acquisition and integration expense		34,215			42,661			(8,446)
Stock-based compensation		8,318			5,189			3,129
Loss on assets held for sale		647			—			647
Adjusted EBITDA	$	(26,971)		$	(24,335)		$	(2,636)	(10.8)	%
Debt modification costs		848			—			848
Gain on sale of assets		—			(13,317)			13,317
Depreciation		1,552			2,344			(792)
Stock-based compensation		5,189			2,716			2,473
Adjusted EBITDA (non-GAAP)	$	(24,335)		$	(20,573)		$	(3,762)	(18.3)	%

Adtalem Global Education:
Net income (GAAP)	$	~~136~~237,~~777~~065		$	93136,~~358~~777		$	43100,~~419~~288	4673.53	%
Loss from discontinued operations		936			8,394			(7,458)
(Income) loss from discontinued operations		(4,388)			936			(5,324)
Interest expense		6352,~~659~~318			63,~~100~~659			~~559~~(11,341)
Other income, net		(109,~~542~~290)			(610,~~965~~542)			(31,~~577)~~252
Provision for income taxes		2665,~~224~~837			1026,~~283~~224			1539,~~941~~613
Operating income (GAAP)		217,054			168,170			48,884
Depreciation and amortization		59,165			78,452			(19,287)
Depreciation and amortization		78,452			102,814			(24,362)
Stock-based compensation		41,590			25,947			15,643
Stock-based compensation		25,947			14,299			11,648
Restructuring expense		3,314			1,870			1,444
Restructuring expense		1,870			18,817			(16,947)
Business integration expense		—			34,215			(34,215)
Business acquisition and integration expense		34,215			42,661			(8,446)
Litigation reserve		(5,550)			18,500			(24,050)
Litigation reserve		18,500			10,000			8,500
Asset impairments		6,442			—			6,442
Loss on assets held for sale		647			—			647
Strategic advisory costs		12,000			—			12,000
Debt modification costs		848			—			848
Loss on assets held for sale		490			647			(157)
Gain on sale of assets		—			(13,317)			13,317
Debt modification costs		712			848			(136)
Adjusted EBITDA (non-GAAP)	$	~~377~~459,~~533~~705		$	~~343~~377,~~444~~533		$	3482,~~089~~172	921.98	%
Adjusted EBITDA margin (non-GAAP)		2325.87	%		23.78	%

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Adtalem is not dependent upon the price levels, nor affected by fluctuations in pricing, of any particular commodity or group of commodities.

The financial position and results of operations of AUC, RUSM, and RUSVM Caribbean operations are measured using the U.S. dollar as the functional currency. Substantially all of their financial transactions are denominated in the U.S. dollar.

The interest rate on Adtalem’s Term Loan B is based upon the Secured Overnight Financing Rate (“SOFR”) for eurocurrency rate loans. As of June 30, 2024, Adtalem had $253.3 million in outstanding borrowings under the Term Loan B with an interest rate of 8.84%. Based upon borrowings of $253.3 million, a 100 basis point increase in short-term interest rates would result in $2.5 million of additional annual interest expense.50

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The interest rate on Adtalem’s Term Loan B is based upon the Secured Overnight Financing Rate (“SOFR”). As of June 30, 2025, Adtalem had $153.3 million in outstanding borrowings under the Term Loan B with an interest rate of 7.08%. Based upon borrowings of $153.3 million, a 100 basis point increase in short-term interest rates would result in $1.5 million of additional annual interest expense.

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	5452
Consolidated Balance Sheets as of June 30, 2024 and 2023	57
Consolidated Balance Sheets as of June 30, 2025 and 2024	55
Consolidated Statements of Income for the years ended June 30, 2024, 2023, and 2022	58
Consolidated Statements of Income for the years ended June 30, 2025, 2024, and 2023	56
Consolidated Statements of Comprehensive Income for the years ended June 30, 2024, 2023, and 2022	59
Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024, and 2023	57
Consolidated Statements of Cash Flows for the years ended June 30, 2024, 2023, and 2022	60
Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2025, 2024, and 2023	58
Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2024, 2023, and 2022	61
Notes to Consolidated Financial Statements	59
Notes to Consolidated Financial Statements	62

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Adtalem Global Education Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Adtalem Global Education Inc. and its subsidiaries (the “Company”) as of June 30, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of income, of ~~comprehensive income, of~~ shareholders’ equity and of cash flows for each of the three years in the period ended June 30, ~~2024~~2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

~~Definition and Limitations of Internal Control over Financial Reporting~~52

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management

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~~and~~Definition ~~directors of the company;~~ and ~~(iii) provide~~Limitations ~~reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~Internal ~~acquisition,~~Control ~~use,~~over orFinancial ~~disposition of the company’s assets that could have a material effect on the financial statements.~~Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment ~~Assessments~~Assessment – ~~American~~Ross University ~~of the Caribbean~~ School of Medicine (“~~AUC~~RUSM”) Reporting Unit ~~Goodwill and AUC Title IV Eligibility and Accreditations~~

As described in Notes 2 and 1312 to the consolidated financial statements, as of June 30, ~~2024~~2025, the Company’s consolidated goodwill balance was $961.3 million ~~and the Company’s consolidated indefinite-lived intangible assets balance was $753 million~~. The goodwill ~~and~~associated ~~Title~~with IVthe ~~eligibility~~Medical and ~~accreditations~~Veterinary ~~indefinite-lived~~reportable ~~intangible~~segment ~~asset~~was ~~associated~~$305.5 ~~with~~million, of which the ~~AUC~~RUSM reporting unit ~~were~~is ~~$68~~a ~~million~~significant ~~and $100 million, respectively~~portion. Goodwill ~~and~~is ~~indefinite-lived intangible assets are~~ not amortized, but ~~are~~is ~~tested~~reviewed for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Management performs a quantitative assessment of the reporting unit’s ~~and indefinite-lived intangible asset’s~~ fair value if it is determined that the fair value is more likely than not less than the carrying value, or if management does not elect the option to perform an initial qualitative assessment. ~~Fair~~As ~~value~~of isMay ~~estimated~~31, by2025, management ~~using~~performed a ~~discounted~~quantitative ~~cash~~assessment ~~flow~~of ~~model and~~ the ~~market~~RUSM ~~multiple valuation approach for the AUC~~ reporting unit and aused ~~with~~the ~~and without method in a~~ discounted cash flow ~~model~~method ~~for~~and the ~~AUC~~market ~~Title~~comparable ~~IV eligibility and accreditations~~method. The significant assumptions used by management ~~when~~are ~~estimating~~ the ~~fair value for the AUC reporting unit and Title IV eligibility and accreditations are~~ risk-adjusted discount ~~rates, terminal growth~~ rate, ~~earnings multiples for comparable companies,~~ forecasted revenue ~~with~~ and ~~without~~EBITDA, ~~the~~and ~~accreditations~~terminal ingrowth ~~place~~rate ~~and~~for ~~forecasted~~the ~~earnings~~discounted ~~before~~cash ~~interest,~~flow ~~taxes~~method, ~~depreciation~~ and ~~amortization~~earnings ~~(“EBITDA”)~~multiples ~~with~~for ~~and~~comparable ~~without~~companies for the ~~accreditations~~market incomparable ~~place~~method.

The principal considerations for our determination that performing procedures relating to the goodwill impairment ~~assessments~~assessment of the ~~AUC~~RUSM reporting unit ~~goodwill and AUC Title IV eligibility and accreditations~~ is a critical audit matter are (i) the significant judgment by management when developing the fair value ~~estimates~~estimate of the ~~AUC~~RUSM reporting unit ~~and AUC Title IV eligibility and accreditation indefinite-lived intangible asset~~; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to ~~(a)~~the risk-adjusted discount rate, and forecasted revenue, ~~forecasted EBITDA, and earnings multiples~~ for ~~comparable companies for~~ the ~~goodwill~~discounted ~~impairment~~cash ~~assessment~~flow ~~and~~method ~~(b) risk-adjusted discount rate, forecasted revenue with~~ and ~~without~~earnings ~~the~~multiples ~~accreditations~~for incomparable ~~place,~~companies ~~and forecasted EBITDA with the accreditations in place~~ for the ~~Title~~market IVcomparable ~~eligibility and accreditations~~method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s ~~AUC~~RUSM goodwill ~~and AUC Title IV eligibility and accreditation~~ impairment ~~assessments~~assessment, including controls over the valuation of the ~~AUC~~RUSM reporting unit ~~and Title IV eligibility and accreditations~~. These procedures also included, among others, (i) testing management’s process for developing the fair value ~~estimates~~estimate of the ~~AUC~~RUSM reporting unit ~~and AUC Title IV eligibility and accreditation indefinite-lived intangible asset~~; (ii) evaluating the appropriateness of the discounted cash flow ~~model~~method and the market ~~multiple~~comparable ~~valuation approach for the AUC reporting unit and the with and without~~ method inused aby ~~discounted cash flow model for the AUC Title IV eligibility and accreditations~~management; (iii) testing the completeness and accuracy of underlying data used in the ~~valuation~~discounted ~~methods~~cash flow method and the market comparable method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the risk-adjusted discount ~~rates,~~rate and forecasted revenue, ~~forecasted~~for the discounted cash flow method and earnings multiples for comparable companies for the market comparable method.

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~~EBITDA, earnings multiples for comparable companies, forecasted revenue with and without the accreditations in place, and forecasted EBITDA with the accreditations in place.~~ Evaluating management’s ~~assumptions~~assumption related to forecasted revenue, ~~forecasted EBITDA, forecasted revenue with and without the accreditations in place and forecasted EBITDA with the accreditations in place~~ involved evaluating whether the ~~assumptions~~assumption used by management ~~were~~was reasonable considering (i) the current and past performance of the ~~AUC~~RUSM ~~business~~reporting unit; (ii) the consistency with external market and industry data; and (iii) whether ~~these~~the ~~assumptions~~assumption ~~were~~was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the ~~Company’s~~ discounted cash flow ~~model,~~method ~~the market multiple valuation approach,~~ and the ~~with~~market ~~and~~comparable ~~without~~ method ~~in a discounted cash flow model,~~ and (ii) the reasonableness of the risk-adjusted discount ~~rates~~rate and earnings multiples for comparable companies assumptions.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

August 67, ~~2024~~2025

We have served as the Company’s auditor since 1991.

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Adtalem Global Education Inc.

Consolidated Balance Sheets

(in thousands, except par value)


	June 30,
	~~2024~~2025		~~2023~~2024
Assets:
Current assets:
Cash and cash equivalents	$	~~219~~199,~~306~~601	$	~~272~~219,~~194~~306
Restricted cash		1,~~896~~563		21,~~881~~896
Accounts and financing receivables, net		~~126~~146,~~833~~189		~~102~~126,~~749~~833
Prepaid expenses and other current assets		7068,~~050~~837		~~102~~70,~~473~~050
Total current assets		~~418~~416,~~085~~190		~~480~~418,~~297~~085
Noncurrent assets:
Property and equipment, net		~~248~~256,~~524~~131		~~244~~248,~~649~~524
Operating lease assets		~~176~~191,~~755~~194		~~174~~176,~~677~~755
Deferred income taxes		4932,~~088~~956		5649,~~694~~088
Intangible assets, net		~~776~~765,~~694~~474		~~812~~776,~~338~~694
Goodwill		961,262		961,262
Other assets, net		~~103~~129,~~184~~145		80103,~~624~~184
Assets held for sale		~~7,825~~—		—7,825
Total noncurrent assets		2,~~323~~336,~~332~~162		2,~~330~~323,~~244~~332
Total assets	$	2,~~741~~752,~~417~~352	$	2,~~810~~741,~~541~~417

Liabilities and shareholders' equity:
Current liabilities:
Accounts payable	$	~~102~~105,~~626~~017	$	81102,~~812~~626
Accrued payroll and benefits		7176,~~373~~374		5271,~~041~~373
Accrued liabilities		9677,~~957~~286		~~105~~96,~~806~~957
Deferred revenue		~~185~~214,~~272~~091		~~153~~185,~~871~~272
Current operating lease liabilities		3135,~~429~~159		3731,~~673~~429
Total current liabilities		~~487~~507,~~657~~927		~~431~~487,~~203~~657
Noncurrent liabilities:
Long-term debt		~~648~~552,~~712~~669		~~695~~648,~~077~~712
Long-term operating lease liabilities		~~167~~186,~~712~~172		~~163~~167,~~441~~712
Deferred income taxes		2931,~~526~~856		2629,~~068~~526
Other liabilities		3840,~~675~~103		3738,~~416~~675
Total noncurrent liabilities		~~884~~810,~~625~~800		~~922~~884,~~002~~625
Total liabilities		1,~~372~~318,~~282~~727		1,~~353~~372,~~205~~282
Commitments and contingencies
Shareholders' equity:
Common stock, $0.01 par value per share, 200,000 shares authorized; 37,681 and 42,310 shares outstanding as of June 30, 2024 and June 30, 2023, respectively		832		822
Common stock, $0.01 par value per share, 200,000 shares authorized; 35,952 and 37,681 shares outstanding as of June 30, 2025 and June 30, 2024, respectively		839		832
Additional paid-in capital		~~611~~664,~~949~~300		~~568~~611,~~761~~949
Retained earnings		2,~~540~~777,~~509~~574		2,~~403~~540,~~750~~509
Accumulated other comprehensive loss		(2,227)		(2,227)
Treasury stock, at cost, 45,513 and 39,922 shares as of June 30, 2024 and June 30, 2023, respectively		(1,781,928)		(1,513,770)
Treasury stock, at cost, 47,990 and 45,513 shares as of June 30, 2025 and June 30, 2024, respectively		(2,006,861)		(1,781,928)
Total shareholders' equity		1,~~369~~433,~~135~~625		1,~~457~~369,~~336~~135
Total liabilities and shareholders' equity	$	2,~~741~~752,~~417~~352	$	2,~~810~~741,~~541~~417

See accompanying Notes to Consolidated Financial Statements.

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Adtalem Global Education Inc.

Consolidated Statements of Income

(in thousands, except per share data)


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue	$	1,~~584~~788,~~652~~290	$	1,~~450~~584,~~826~~652	$	1,~~381~~450,~~842~~826
Operating cost and expense:
Cost of educational services		~~698~~771,~~548~~430		~~648~~698,~~486~~548		~~659~~648,~~776~~486
Student services and administrative expense		~~632~~672,~~965~~004		~~586~~632,~~009~~965		~~566~~586,~~494~~009
Restructuring expense		13,~~870~~314		181,~~817~~870		2518,~~628~~817
Business acquisition and integration expense		34,215		42,661		53,198
Business integration expense		—		34,215		42,661
Gain on sale of assets		—		~~(13,317)~~—		—(13,317)
Total operating cost and expense		1,~~367~~446,~~598~~748		1,~~282~~367,~~656~~598		1,~~305~~282,~~096~~656
Operating income		~~217~~341,~~054~~542		~~168~~217,~~170~~054		76168,~~746~~170
Interest expense		(6352,~~659~~318)		(63,~~100~~659)		(~~129~~63,~~348~~100)
Other income, net		109,~~542~~290		610,~~965~~542		16,~~108~~965
Income (loss) from continuing operations before income taxes		163,937		112,035		(51,494)
Income from continuing operations before income taxes		298,514		163,937		112,035
(Provision for) benefit from income taxes		(26,224)		(10,283)		15,539
Provision for income taxes		(65,837)		(26,224)		(10,283)
Income (loss) from continuing operations		137,713		101,752		(35,955)
Income from continuing operations		232,677		137,713		101,752
Discontinued operations:
Loss from discontinued operations before income taxes		(762)		(8,464)		(986)
Income (loss) from discontinued operations before income taxes		5,870		(762)		(8,464)
(Loss) gain on disposal of discontinued operations before income taxes		—		(3,576)		473,483
Loss on disposal of discontinued operations before income taxes		—		—		(3,576)
(Provision for) benefit from income taxes		(~~174~~1,482)		~~3,646~~(174)		~~(125~~3,~~551)~~646
(Loss) income from discontinued operations		(936)		(8,394)		346,946
Income (loss) from discontinued operations		4,388		(936)		(8,394)
Net income	$	136,777	$	93,358	$	310,991
Net income and comprehensive income	$	237,065	$	136,777	$	93,358

Earnings (loss) per share:
Basic:
Continuing operations	$	36.4927	$	23.2749	$	(02.~~74)~~27
Discontinued operations	$	(0.~~02)~~12	$	(0.1902)	$	7(0.1719)
Total basic earnings per share	$	36.4739	$	23.0847	$	62.4308
Diluted:
Continuing operations	$	36.4207	$	23.2342	$	(02.~~74)~~23
Discontinued operations	$	(0.~~02)~~11	$	(0.1802)	$	7(0.1718)
Total diluted earnings per share	$	36.3918	$	23.0539	$	62.4305

Weighted-average shares outstanding:
Basic shares		3937,~~413~~085		4439,~~781~~413		4844,~~388~~781
Diluted shares		4038,~~307~~334		4540,~~600~~307		4845,~~388~~600

See accompanying Notes to Consolidated Financial Statements.

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Adtalem Global Education Inc.

Consolidated Statements of Comprehensive Income

(in thousands)


	Year Ended June 30,
	2024		2023		2022
Net income and comprehensive income before reclassification	$	136,777	$	93,358	$	310,991
Reclassification adjustment for realized loss on foreign currency translation adjustments		—		—		296
Reclassification adjustment for loss on interest rate swap		—		—		6,695
Comprehensive income	$	136,777	$	93,358	$	317,982

See accompanying Notes to Consolidated Financial Statements.

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Adtalem Global Education Inc.

Consolidated Statements of Cash Flows

(in thousands)


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Operating activities:
Net income	$	~~136~~237,~~777~~065	$	93136,~~358~~777	$	~~310~~93,~~991~~358
Loss (income) from discontinued operations		936		8,394		(346,946)
(Income) loss from discontinued operations		(4,388)		936		8,394
Income (loss) from continuing operations		137,713		101,752		(35,955)
Income from continuing operations		232,677		137,713		101,752
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		2541,~~947~~590		1425,~~299~~947		2214,~~611~~299
Amortization and impairments to operating lease assets		32,~~641~~543		4832,~~470~~641		4448,~~748~~470
Depreciation		3940,~~676~~702		4139,~~376~~676		4441,~~574~~376
Amortization of acquired intangible assets		3511,~~644~~220		6135,~~239~~644		9761,~~274~~239
Amortization and write-off of debt discount and issuance costs		5,~~663~~985		95,~~129~~663		429,~~654~~129
Provision for bad debts		5363,~~175~~237		3253,~~999~~175		2732,~~141~~999
Deferred income taxes		1118,~~073~~413		(511,~~087)~~073		(~~544~~5,087)
Loss on disposals, accelerated depreciation, and impairments to property and equipment		466		3,999		3,501
Loss on disposals and impairments of property and equipment		2,527		466		3,999
Gain on extinguishment of debt		—		~~(71)~~—		(~~2,072~~71)
(Gain) loss on investments		(1,~~365~~074)		3(1,~~689~~365)		3,~~271~~689
Gain on sale of assets		—		~~(13,317)~~—		—(13,317)
Unrealized loss on assets held for sale		647		—		—
Loss on assets held for sale		490		647		—
Changes in assets and liabilities:
Accounts and financing receivables		(7680,~~355~~820)		(5676,~~309~~355)		(4156,~~391~~309)
Prepaid expenses and other current assets		(85,~~781)~~546		9(8,~~324~~781)		(29,~~827)~~324
Cloud computing implementation assets		(2732,~~154~~823)		(1327,~~873~~154)		—(13,873)
Accounts payable		~~18,330~~140		2418,~~744~~330		~~(15~~24,~~724)~~744
Accrued payroll and benefits		195,~~422~~144		~~(15~~19,~~683)~~422		(1215,~~118~~683)
Accrued liabilities		27(15,~~422~~948)		~~241~~27,422		~~(16,305)~~241
Deferred revenue		4034,~~622~~273		540,~~807~~622		705,~~355~~807
Operating lease liabilities		(3624,~~692~~792)		(5936,~~188~~692)		(4959,~~147~~188)
Other assets and liabilities		(95,~~727~~296)		1(9,~~150~~727)		~~(16~~1,~~044)~~150
Net cash provided by operating activities-continuing operations		~~288~~333,~~367~~734		~~194~~288,~~690~~367		~~164~~194,~~002~~690
Net cash provided by (used in) operating activities-discontinued operations		74,~~408~~165		(27,~~776)~~408		(~~153~~2,~~401~~776)
Net cash provided by operating activities		~~295~~337,~~775~~899		~~191~~295,~~914~~775		10191,~~601~~914
Investing activities:
Capital expenditures		(4850,~~893~~327)		(2648,~~014~~893)		(3126,~~054~~014)
Proceeds from sales of marketable securities		13,~~732~~120		71,~~635~~732		37,~~447~~635
Purchases of marketable securities		(~~689~~2,048)		(~~1,508~~689)		(31,~~624~~508)
Proceeds from note receivable related to property sold		—		46,800		—
Proceeds from sale of assets		7,334		—		—
Payment for purchase of business, net of cash and restricted cash acquired		—		—		(1,488,054)
Proceeds from note receivable related to property sold		—		—		46,800
Cash received on DeVry University loan		—		—		10,000
Net cash (used in) provided by investing activities-continuing operations		(41,921)		(47,850)		26,913
Net cash (used in) provided by investing activities-continuing operations		(47,850)		26,913		(1,509,285)
Payment for working capital adjustment for sale of business		—		—		(3,174)
Net cash used in investing activities-discontinued operations		—		—		(3,287)
Net cash (used in) provided by investing activities		(41,921)		(47,850)		23,739
Proceeds from sale of business, net of cash transferred		—		—		960,768
Payment for working capital adjustment for sale of business		—		(3,174)		—
Net cash (used in) provided by investing activities		(47,850)		23,739		(551,804)
Financing activities:
Proceeds from exercise of stock options		1710,~~089~~027		217,~~625~~089		82,~~879~~625
Employee taxes paid on withholding shares		(714,~~731~~200)		(47,~~592~~731)		(24,~~834~~592)
Proceeds from stock issued under Colleague Stock Purchase Plan		~~810~~1,282		~~608~~810		~~535~~608
Repurchases of common stock for treasury		(~~261~~213,~~966~~125)		(~~123~~261,~~133~~966)		(~~120~~123,~~000~~133)
Payment on equity forward contract		—		~~(13,162)~~—		(3013,~~000~~162)
Proceeds from issuance of long-term debt		19,~~896~~873		—1,896		~~850,000~~—
Repayments of long-term debt		(51109,~~896~~873)		(~~150~~51,~~861~~896)		(1150,~~079,713~~861)
Payment of debt discount and issuance costs		—		—		(49,553)
Net cash used in financing activities		(316,016)		(301,798)		(288,515)
Payment for purchase of redeemable noncontrolling interest of subsidiary		—		—		(1,790)
Net decrease in cash, cash equivalents and restricted cash		(20,038)		(53,873)		(72,862)
Net cash used in financing activities		(301,798)		(288,515)		(424,476)
Cash, cash equivalents and restricted cash at beginning of period		221,202		275,075		347,937
Net decrease in cash, cash equivalents and restricted cash		(53,873)		(72,862)		(965,679)
Cash, cash equivalents and restricted cash at end of period	$	201,164	$	221,202	$	275,075
Cash, cash equivalents and restricted cash at beginning of period		275,075		347,937		1,313,616
Cash, cash equivalents and restricted cash at end of period	$	221,202	$	275,075	$	347,937
Supplemental cash flow disclosure:
Interest paid	$	5746,~~842~~596	$	5357,~~126~~842	$	~~107~~53,~~093~~126
Income taxes paid, net	$	3132,~~475~~777	$	1231,~~312~~475	$	9412,~~355~~312
Non-cash investing and financing activities:
Accrued capital expenditures	$	89,~~718~~226	$	58,~~125~~718	$	45,~~321~~125
Accrued liability for repurchases of common stock	$	—	$	~~2,995~~—	$	—2,995
Accrued excise tax on share repurchases	$	31,~~338~~630	$	13,~~126~~338	$	—1,126
Settlement of financing liability with assets	$	—	$	~~38,606~~—	$	—38,606

See accompanying Notes to Consolidated Financial Statements.

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Adtalem Global Education Inc.

Consolidated Statements of Shareholders’ Equity

(in thousands)


								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock
	Shares	Amount		Capital		Earnings		Loss		Shares	Amount		Total
June 30, 2021	81,099	$	811	$	519,826	$	1,999,405	$	(9,218)	31,846	$	(1,217,307)	$	1,293,517
June 30, 2022	81,796	$	818	$	521,848	$	2,310,396	$	(2,227)	36,619	$	(1,339,449)	$	1,491,386
Net income							~~310~~93,~~991~~358							~~310~~93,~~991~~358
Reclassification adjustment for realized gain on foreign currency translation adjustments									296					296
Reclassification adjustment for loss on interest rate swap									6,695					6,695
Stock-based compensation					23,247									23,247
Net activity from stock-based compensation awards	697		7		8,872					82		(2,834)		6,045
Proceeds from stock issued under Colleague Stock Purchase Plan					(97)					(19)		692		595
Repurchases of common stock for treasury										4,710		(120,000)		(120,000)
Equity forward contract					(30,000)									(30,000)
June 30, 2022	81,796		818		521,848		2,310,396		(2,227)	36,619		(1,339,449)		1,491,386
Net income							93,358							93,358
Stock-based compensation					14,299									14,299
Net activity from stock-based compensation awards	436		4		2,621					115		(4,592)		(1,967)
Proceeds from stock issued under Colleague Stock Purchase Plan					(7)		(4)			(19)		687		676
Settlement of equity forward contract					30,000							(43,162)		(13,162)
Repurchases of common stock for treasury										3,207		(127,254)		(127,254)
June 30, 2023	82,232		822		568,761		2,403,750		(2,227)	39,922		(1,513,770)		1,457,336
Net income							136,777							136,777
Stock-based compensation					25,947									25,947
Net activity from stock-based compensation awards	962		10		17,078					165		(7,731)		9,357
Proceeds from stock issued under Colleague Stock Purchase Plan					163		(18)			(20)		756		901
Repurchases of common stock for treasury										5,446		(261,183)		(261,183)
June 30, 2024	83,194	$	832	$	611,949	$	2,540,509	$	(2,227)	45,513	$	(1,781,928)	$	1,369,135
Net income							237,065							237,065
Stock-based compensation					41,590									41,590
Net activity from stock-based compensation awards	748		7		10,020					176		(14,200)		(4,173)
Proceeds from stock issued under Colleague Stock Purchase Plan					741					(17)		684		1,425
Repurchases of common stock for treasury										2,318		(211,417)		(211,417)
June 30, 2025	83,942	$	839	$	664,300	$	2,777,574	$	(2,227)	47,990	$	(2,006,861)	$	1,433,625

See accompanying Notes to Consolidated Financial Statements.

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Adtalem Global Education Inc.

Notes to Consolidated Financial Statements

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Note		Page
1	Nature of Operations	6360
2	Summary of Significant Accounting Policies	6360
3	~~Acquisitions~~Discontinued Operations	6864
4	~~Discontinued Operations~~Revenue	7064
5	~~Revenue~~Restructuring Expense	7166
6	~~Restructuring~~Other ~~Expense~~Income, Net	7367
7	~~Other~~ Income, ~~Net~~Taxes	7468
8	~~Income~~Earnings ~~Taxes~~per Share	7471
9	~~Earnings~~Accounts ~~per~~and ~~Share~~Financing Receivables	7771
10	~~Accounts~~Property and ~~Financing~~Equipment, ~~Receivables~~Net	7874
11	~~Property and Equipment, Net~~Leases	8074
12	~~Leases~~Goodwill and Intangible Assets	8176
13	~~Goodwill and Intangible Assets~~Debt	8377
14	~~Debt~~Share Repurchases	8581
15	~~Redeemable~~Stock-Based ~~Noncontrolling Interest~~Compensation	9082
16	~~Share~~Employee ~~Repurchases~~Benefit Plans	9083
17	~~Accumulated~~Fair ~~Other~~Value ~~Comprehensive Loss~~Measurements	9184
18	~~Stock-Based~~Commitments ~~Compensation~~and Contingencies	9185
19	~~Employee~~Segment ~~Benefit Plans~~Information	9386
20	Fair Value Measurements	94
21	Commitments and Contingencies	95
22	Segment Information	97
23	Revision of Previously Issued Consolidated Financial Statements (Unaudited)	99

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1. Nature of Operations

Adtalem is athe leading healthcare educator in the U.S. Our schools consist of Chamberlain University (“Chamberlain”), Walden University (“Walden”), American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”). AUC, RUSM, and RUSVM are collectively referred to as the “medical and veterinary schools.” “Home Office” includes activities not allocated to a reportable segment. See Note 2219 “Segment Information” for information on our reportable segments.

Beginning in the second quarter of fiscal year 2022, Adtalem eliminated its Financial Services segment when the Association of Certified Anti-Money Laundering Specialists (“ACAMS”), Becker Professional Education (“Becker”), OnCourse Learning (“OCL”), and EduPristine were classified as discontinued operations. In accordance with U.S. generally accepted accounting principles (“GAAP”), we have classified the ACAMS, Becker, OCL, and EduPristine entities as “Discontinued Operations” in all periods presented as applicable. As a result, all financial results, disclosures, and discussions of continuing operations in this Annual Report on Form 10-K exclude ACAMS, Becker, OCL, and EduPristine operations, unless otherwise noted. On March 10, 2022, we completed the sale of ACAMS, Becker, and OCL and on June 17, 2022, we completed the sale of EduPristine. In addition, we continue to incur costs associated with ongoing litigation and settlements related to the DeVry University divestiture, which was completed during fiscal year 2019, and are classified as expense within discontinued operations. See Note 4 “Discontinued Operations” for additional information.

2. Summary of Significant Accounting Policies

For each accounting topic that is addressed in its own note, the description of the accounting policy may be found in the related note. Other significant accounting policies are described below.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Adtalem and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We have prepared the Consolidated Financial Statements in accordance with GAAP. Unless otherwise noted, amounts presented within the Notes to Consolidated Financial Statements refer to our continuing operations. Unless indicated, or the context requires otherwise, references to years refer to Adtalem’s fiscal years. Certain items presented in tables may not sum due to rounding. ~~Prior periods amounts have been revised to conform with the current period presentation.~~

Business ~~acquisition and~~ integration expense was $34.2 million, and $42.7 million, ~~and $53.2 million~~ in fiscal year 2024, ~~2023,~~ and ~~2022~~2023, respectively. ~~These~~We ~~are~~did ~~transaction~~not ~~costs~~incur ~~associated~~business ~~with~~integration ~~acquiring~~expense ~~Walden~~in ~~and~~fiscal year 2025. In the prior years, we incurred costs associated with integrating Walden into Adtalem. In addition, ~~during fiscal year 2023,~~ we initiated transformation initiatives to accelerate growth and organizational agility. ~~Certain~~and certain costs relating to ~~this~~the transformation ~~are~~were included in business ~~acquisition and~~ integration expense in the Consolidated Statements of Income.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The carrying value of cash and cash equivalents ~~approximate~~approximates fair value. We maintain cash and cash equivalent balances that exceed federally insured limits. We have not experienced any losses on our cash and cash equivalents.

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Restricted Cash

Restricted cash represents amounts received from federal and state governments under various student aid grant and loan programs and such restricted funds are held in separate bank accounts. Once the financial aid authorization and disbursement process for the student has been completed, the funds are transferred to unrestricted accounts, and these funds then become available for use in Adtalem’s operations. This authorization and disbursement process that precedes the transfer of funds generally occurs within the period of the academic term for which such funds were authorized.

Restricted cash also includes an imprest cash balance used for Adtalem’s self-insured employee medical benefits program.

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Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Cost includes additions and those improvements that enhance performance, increase the capacity, or lengthen the useful lives of the assets. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related costs of employees) directly associated with developing computer software applications for internal use, are capitalized. Assets under construction are reflected in construction in progress until they are placed into service for their intended use. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or lease term. Repairs and maintenance costs are expensed as incurred. Upon sale or retirement of an asset, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in income. See Note 1110 “Property and Equipment, Net” for additional information, including useful lives by asset category.

Goodwill and Intangible Assets

All intangible assets and certain goodwill are being amortized for tax reporting purposes over statutory lives.

Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. If economic conditions deteriorate, ~~which~~or ~~could~~operating ~~lead~~performance toof our reporting units do not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods. See Note 12 “Goodwill and Intangible Assets” for additional information on our goodwill and intangible assets impairment analysis.

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impairments of goodwill or intangible assets. See Note 13 “Goodwill and Intangible Assets” for additional information on our goodwill and intangible assets impairment analysis.

Capitalized Curriculum Development

Certain costs incurred to create course and educational material for a program offering are capitalized as curriculum development assets within other assets, net on the Consolidated Balance Sheets. Costs are capitalized for new programs or products, or the content being developed enhances, updates, or improves current programs, curriculum, or products, so long as the cost incurred extends the useful life of the existing curriculum and course content. Costs that are capitalized include payroll and payroll-related costs for employees who spend time producing content and external vendor costs related to the project. Adtalem begins capitalizing costs during the content development phase, which includes time to develop course materials based on the requirements defined in the planning phase. Curriculum development assets are amortized on a straight-line basis over the estimated useful life, which is generally three to five years, and amortization is included within cost of education services in the Consolidated Statements of Income.

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develop course materials based on the requirements defined in the planning phase. Curriculum development assets are amortized on a straight-line basis over the estimated useful life, which is generally three to five years, and amortization is included within cost of education services in the Consolidated Statements of Income.

Cloud Computing Arrangements

For cloud computing arrangements that are a service contract, we capitalize certain implementation costs incurred, including external costs and certain internal costs (including payroll and payroll-related costs of employees), during the development stage of implementing the cloud computing hosting arrangement. Capitalized costs related to cloud computing arrangements are included within prepaid expenses and other current assets and other assets, net on the Consolidated Balance Sheets. We expense costs as incurred during the preliminary planning and post-implementation stages. Capitalized implementation costs are amortized on a straight-line basis over the contractual term of the cloud computing arrangement, which includes renewal options that are reasonably certain to be exercised, which is generally five years.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset or asset group, the amount of the impairment is the difference between the carrying amount and the fair value of the asset or asset group. Events that may trigger an impairment analysis could include a decision by management to exit a market or a line of business or to consolidate operating locations.

Treasury Stock

Shares that are repurchased by Adtalem under its share repurchase programs are recorded as treasury stock at cost and result in a reduction in shareholders’ equity. See Note 1614 “Share Repurchases” for additional information.

From time to time, shares of our common stock are delivered back to Adtalem under a swap arrangement resulting from employees’ exercise of stock options pursuant to the terms of the Adtalem’s stock-based incentive plans (see Note 1815 “Stock-Based Compensation”). In addition, shares of our common stock are delivered back to Adtalem for payment of withholding taxes from employees for vesting of stock-based compensation awards. These shares are recorded as treasury stock at cost and result in a reduction in shareholders’ equity.

Treasury shares are reissued at market value, less a 10% discount, to the Adtalem Colleague Stock Purchase Plan in exchange for employee payroll deductions. The 10% discount is considered compensatory and recorded as an expense in the Consolidated Statements of Income. When treasury shares are reissued, Adtalem uses an average cost method to reduce the treasury stock balance. Gains on the difference between the average cost and the reissuance price, less the amount recorded as expense, are credited to additional paid-in capital. Losses on the difference are charged to additional paid-in capital to the extent that previous net gains from reissuance are included therein, otherwise such losses are charged to retained earnings.

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Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by diluted weighted-average number of shares outstanding during the period. Diluted EPS considers the impact of potentially dilutive shares, except in periods in which there is a loss from continuing operations, because the inclusion of the potential common shares would have an antidilutive effect. Dilutive shares are computed using the treasury stock method and reflect the additional shares that would be outstanding if dilutive stock-based grants were exercised or vested during the period.

Income Taxes

Adtalem accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Adtalem also recognizes future tax benefits associated with tax loss and credit carryforwards as deferred tax assets. Adtalem’s deferred tax assets are reduced by a valuation allowance, when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Adtalem measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which Adtalem expects to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. Adtalem reduces its net tax assets for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions Adtalem has taken.

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associated with tax loss and credit carryforwards as deferred tax assets. Adtalem’s deferred tax assets are reduced by a valuation allowance, when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Adtalem measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which Adtalem expects to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. Adtalem reduces its net tax assets for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions Adtalem has taken.

Restructuring Charges

Restructuring charges include costs for severance and related benefits for workforce reductions, impairments on operating lease assets, losses on disposals of property and equipment related to campus and administrative office consolidations, and contract termination costs (see Note 65 “Restructuring Expense”). When estimating the costs of exiting lease space, estimates are made which could differ materially from actual results and result in additional restructuring charges or reversals in future periods.

Advertising Costs

Advertising costs are expensed when incurred and totaled $~~227~~247.94 million, $~~219~~227.49 million, and $~~190~~219.74 million for the years ended June 30, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. Advertising costs are included in student services and administrative expense in the Consolidated Statements of Income.

Foreign Currency Translation

The financial position and results of operations of the AUC, RUSM, and RUSVM Caribbean operations are measured using the U.S. dollar as the functional currency. As such, there is no translation gain or loss associated with these operations. ~~EduPristine’s operations and Becker’s and ACAMS’s international operations were measured using the local currency as the functional currency.~~ Assets and liabilities of these entities are translated to U.S. dollars using exchange rates in effect at the balance sheet dates. Income and expense items are translated at monthly average exchange rates. The resulting translation adjustments are recorded as foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income. Translation adjustments for foreign subsidiaries whose functional currencies were previously their respective currencies are suspended in accumulated other comprehensive loss onwith ~~the~~a ~~Consolidated~~balance ~~Balance~~of ~~Sheets~~$2.2 ~~Transaction~~million ~~gains~~on orthe ~~losses~~Consolidated ~~during~~Balance ~~each~~Sheets as of ~~the fiscal~~June ~~years~~30, ~~presented~~2025 ~~were~~and ~~not material~~2024.

Recent Accounting Standards

In ~~March~~November ~~2022~~2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2022~~2023-0207: “~~Financial~~Segment ~~Instruments-Credit~~Reporting ~~Losses~~ (Topic ~~326~~280): ~~Troubled~~Improvements ~~Debt~~to ~~Restructurings~~Reportable ~~and~~Segment ~~Vintage~~ Disclosures.” The guidance was issued asto ~~improvements~~improve todisclosures ~~Accounting~~about ~~Standards~~reportable ~~Codification~~segments ~~(“ASC”)~~and ~~326.~~addresses ~~The~~requests ~~vintage~~from ~~disclosure~~investors ~~changes~~for ~~are~~additional, ~~relevant~~more todetailed ~~Adtalem~~information ~~and~~about ~~require~~a anreportable ~~entity~~segment’s toexpenses ~~disclose~~by ~~current-period~~requiring ~~gross~~entities ~~write-offs~~to byprovide ~~year~~disclosures of ~~origination~~significant ~~for~~segment ~~financing~~expenses ~~receivables~~and other segment items. The guidance is effective for financial statements issued for fiscal years beginning after December 15, ~~2022,~~2023 and interim periods within ~~those~~ fiscal years beginning after December 15, 2024. The amendments should be applied ~~prospectively~~retrospectively. Early adoption of the amendments is permitted, including adoption in an interim period. We adopted this guidance during the year ended June 30, 2025. The amendments impacted our disclosures, but did not otherwise impact Adtalem’s Consolidated Financial Statements.

66In July 2025, the FASB issued ASU No. 2025-05: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The guidance was issued to provide a practical expedient to measure credit losses on current accounts receivable and current contract assets. The guidance is effective prospectively for financial statements issued for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption of the guidance is permitted. We are currently evaluating the impact the guidance will have on Adtalem’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03: “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions as well as disclosures about selling expenses. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The amendments should be applied prospectively, however retrospective application is permitted. Early adoption of the amendments is permitted, including

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~~guidance~~adoption onin ~~July~~an 1,interim ~~2023~~period. The amendments ~~impacted~~will expand our footnote disclosures ~~and~~to ~~did~~include a disaggregation of expenses in accordance with the amendments but will not otherwise impact Adtalem’s Consolidated Financial Statements.

In ~~November~~December 2023, the FASB issued ASU No. 2023-0709: “~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures.” The guidance was issued to ~~improve~~enhance ~~disclosures~~the ~~about~~transparency ~~reportable segments~~ and ~~addresses~~decision ~~requests~~usefulness ~~from~~of ~~investors~~income ~~for~~tax ~~additional,~~disclosures ~~more detailed information about a reportable segment’s expenses~~ by requiring entities to provide ~~disclosures~~additional ofinformation ~~significant~~in ~~segment~~the ~~expenses~~rate reconciliation and ~~other~~additional ~~segment~~disclosures ~~items~~about income taxes paid. The guidance is effective for financial statements issued for fiscal years beginning after December 15, ~~2023 and interim periods within fiscal years beginning after December 15,~~ 2024. The amendments should be applied ~~retrospectively~~prospectively, however retrospective application is permitted. Early adoption of the amendments is permitted~~, including adoption in an interim period~~. The amendments will impact our ~~segment~~income tax disclosures but will not otherwise impact Adtalem’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09: “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The guidance was issued to enhance the transparency and decision usefulness of income tax disclosures by requiring entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively and retrospective application is permitted. Early adoption of the amendments is permitted. The amendments will impact our income tax disclosures but will not otherwise impact Adtalem’s Consolidated Financial Statements.

We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our Consolidated Financial Statements.

Revision to Previously Issued Financial Statements

During the fourth quarter of fiscal year 2024, Adtalem identified an error in the presentation of capitalized cloud computing implementation costs in its previously issued financial statements. In accordance with Accounting Standards Codification (“ASC”) 350-40 “Intangibles, Goodwill and Other, Internal-Use Software,” capitalized cloud computing implementation costs should be presented in the same line item in the Consolidated Balance Sheets as a prepayment of the fees for the associated hosting arrangement, and the cash flows from capitalized implementation costs should be presented in the same manner as cash flows for the fees associated with the hosting arrangement. Adtalem previously presented capitalized cloud implementation costs in property and equipment, net rather than as prepaid expenses and other current assets and other assets, net on the Consolidated Balance Sheets. Adtalem previously presented the cash flows from capitalized implementation costs as capital expenditures within investing activities rather than within cash flows from operating activities in the Consolidated Statements of Cash Flows. Adtalem assessed the materiality of this error individually and in the aggregate with other previously identified errors to prior periods’ Consolidated Financial Statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections.” Adtalem concluded that the errors were not material to prior periods and therefore, amendments of previously filed reports are not required. However, Adtalem determined it was appropriate to revise its previously issued financial statements. In accordance with ASC 250, Adtalem corrected prior periods presented herein by revising the financial statement line item amounts previously disclosed in SEC filings in order to achieve comparability in the Consolidated Financial Statements. The Consolidated Balance Sheets as of June 30, 2023 and the Consolidated Statements of Cash Flows for the year ended June 30, 2023 have been revised in this Annual Report on Form 10-K, and the impact of this revision of Adtalem’s previously reported annual Consolidated Financial Statements are detailed below. In connection with this revision, Adtalem also corrected other immaterial errors in the prior periods, including certain errors that had previously been adjusted for in the period identified. We have also revised impacted amounts within the accompanying Notes to Consolidated Financial Statements.

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The following table summarizes the effect of the revision on the affected line items within the Consolidated Balance Sheets (in thousands):


	June 30, 2023
	As Reported		Adjustment		As Revised
Assets:
Current assets:
Cash and cash equivalents	$	273,689	$	(1,495)	$	272,194
Restricted cash		1,386		1,495		2,881
Prepaid expenses and other current assets		100,715		1,758		102,473
Total current assets		478,539		1,758		480,297
Noncurrent assets:
Property and equipment, net		258,522		(13,873)		244,649
Other assets, net		68,509		12,115		80,624
Total noncurrent assets		2,332,002		(1,758)		2,330,244

The following table summarizes the effect of the revision on the affected line items within the Consolidated Statements of Cash Flows (in thousands):


	Year Ended June 30, 2023
	As Reported		Adjustment		As Revised
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	$	41,575	$	(199)	$	41,376
Changes in assets and liabilities:
Cloud computing implementation assets		—		(13,873)		(13,873)
Accounts payable		21,666		3,078		24,744
Net cash provided by operating activities-continuing operations		205,684		(10,994)		194,690
Net cash provided by operating activities		202,908		(10,994)		191,914
Investing activities:
Capital expenditures		(37,008)		10,994		(26,014)
Net cash provided by investing activities-continuing operations		15,919		10,994		26,913
Net cash provided by investing activities		12,745		10,994		23,739
Non-cash investing and financing activities:
Accrued capital expenditures		8,203		(3,078)		5,125

3. Discontinued Operations

On December 11, 2018, Adtalem sold DeVry University to Cogswell Education, LLC (“Cogswell”) for de minimis consideration. The purchase agreement includes an earn-out entitling Adtalem to payments of up to $20.0 million over a ten-year period payable based on DeVry University’s financial results. Adtalem received $7.0 million, $5.5 million, and $4.1 million during fiscal year 2025, 2024, and 2023, respectively, related to the earn-out. To date, we have received a total of $19.5 million related to the earn-out.

On March 10, 2022, Adtalem completed the sale of the Association of Certified Anti-Money Laundering Specialists (“ACAMS”), Becker Professional Education (“Becker”), and OnCourse Learning (“OCL”) to Wendel Group and Colibri Group (“Purchaser”). In addition, on June 17, 2022, Adtalem completed the sale of EduPristine for de minimis consideration. We recorded a loss of $3.6 million in fiscal year 2023 for post-closing working capital adjustments to the initial sales prices for ACAMS, Becker, and OCL and a tax return to provision adjustment.

The following is a summary of income statement information reported as discontinued operations, which includes expense from ongoing litigation costs and settlements related to divestitures, a loss from post-closing working capital adjustments to the initial sales prices, and the earn-outs we received (in thousands):

3. Acquisitions


	Year Ended June 30,
	2025		2024		2023
Revenue	$	—	$	—	$	—
Operating cost and expense:
Student services and administrative expense		(5,870)		762		8,464
Total operating cost and expense		(5,870)		762		8,464
Income (loss) from discontinued operations before income taxes		5,870		(762)		(8,464)
Loss on disposal of discontinued operations before income taxes		—		—		(3,576)
(Provision for) benefit from income taxes		(1,482)		(174)		3,646
Income (loss) from discontinued operations	$	4,388	$	(936)	$	(8,394)

Walden University

On August 12, 2021, Adtalem completed the acquisition of 100% of the equity interest of Walden for $1,488.1 million, net of cash and restricted cash of $83.4 million. Adtalem funded the purchase with the $800.0 million in Notes (as defined in Note 14 “Debt”), the $850.0 million Term Loan B (as defined in Note 14 “Debt”), and available cash on hand. Walden offers more than 100 online certificate, bachelor’s, master’s, and doctoral degrees. The acquisition furthers Adtalem’s growth strategy as a leading healthcare educator in the U.S.

The operations of Walden are included in Adtalem’s Walden reportable segment (see Note 22 “Segment Information”). The results of Walden’s operations have been included in the Consolidated Financial Statements of Adtalem since the date of acquisition. For fiscal year 2022, this included revenue of $485.4 million and net loss of $3.9 million from the operations of Walden. In addition, we incurred acquisition-related costs of $22.3 million in fiscal year 2022, which were included in business acquisition and integration expense in the Consolidated Statements of Income.

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The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


	August 12,
	2021
Assets acquired:
Cash and cash equivalents	$	65,010
Restricted cash		18,389
Accounts and financing receivables		22,091
Prepaid expenses and other current assets		8,819
Property and equipment		25,882
Operating lease assets		6,096
Deferred income taxes		59
Intangible assets		833,351
Goodwill		651,052
Other assets, net		21,316
Total assets acquired		1,652,065
Liabilities assumed:
Accounts payable		31,971
Accrued payroll and benefits		25,639
Accrued liabilities		1,620
Deferred revenue		10,958
Current operating lease liabilities		1,983
Long-term operating lease liabilities		4,343
Other liabilities		4,098
Total liabilities assumed		80,612
Net assets acquired	$	1,571,453

~~The fair value of the assets acquired includes accounts receivable of $22~~4.1 ~~million. The gross amount due under contracts is $37.9 million, of which $15.8 million was expected to be uncollectible.~~Revenue

Goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired, was all assigned to the Walden reporting unit and reportable segment. The entire goodwill amount is tax deductible. Factors that contributed to a purchase price resulting in the recognition of goodwill includes Walden’s strategic fit into Adtalem’s healthcare educator strategy, the reputation of the Walden brand as a leader in online education industry, and potential future growth opportunity. Of the $833.4 million of acquired intangible assets, $495.8 million was assigned to Title IV eligibility and accreditations and $119.6 million was assigned to trade names, each of which has been determined not to be subject to amortization. The values and estimated useful lives of other intangible assets acquired were as follows (in thousands):


	August 12, 2021
	Value		Estimated
	Assigned		Useful Life
Student relationships	$	161,900	3 years
Curriculum	$	56,091	5 years

The Title IV eligibility and accreditations intangible asset was valued using the with and without method of the income approach. The student relationships intangible asset was valued using the multi-period excess earnings method. The trade name intangible asset was valued using the relief-from-royalty method. The curriculum intangible asset was valued using the cost to replace method. Significant judgments and assumptions were used in these valuations. We applied judgment which involved the use of significant assumptions with respect to the discount rate and recovery period for the Title IV eligibility and accreditations intangible asset and royalty rate and discount rate for the trade name intangible asset. We also applied judgment which involved the use of assumptions, including the discount rate and EBITDA margin for the student relationships intangible asset and labor rates and hours and obsolescence rate for the curriculum intangible asset.

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The following unaudited pro forma financial information summarizes our results of operations as though the acquisition occurred on July 1, 2020 (in thousands):


	Year Ended June 30,
	2022
Revenue	$	1,451,081
Net income	$	385,110

The unaudited pro forma financial information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from July 1, 2020, with the consequential tax effects. The unaudited pro forma financial information also includes adjustments to reflect the additional interest expense on the debt we issued to fund the acquisition (see Note 14 “Debt” for additional information). As the ticking fees are representative of the historical interest expense incurred by Adtalem on the Term Loan B from the period of February 12, 2021 to August 12, 2021 and the unaudited pro forma financial information for fiscal year 2021 has been adjusted to include interest expense assuming the Term Loan B had been entered into as of July 1, 2020, we have made a further adjustment to remove the ticking fees recognized in the unaudited pro forma financial information for fiscal year 2022 (see Note 14 “Debt” for additional information on ticking fees). Had the Term Loan B been drawn upon on July 1, 2020, none of the ticking fees would have been incurred and, accordingly, the inclusion of such amounts would be duplicative to the interest expense incurred by Adtalem on a pro forma basis. The acquisition transaction costs we incurred in connection with the Walden acquisition are reflected in the unaudited pro forma financial information results for fiscal year 2021.

This unaudited pro forma financial information is for informational purposes only. It does not reflect the integration of the business or any synergies that may result from the acquisition. As such, it is not indicative of the results of operations that would have been achieved had the acquisition been consummated on July 1, 2020. In addition, the unaudited pro forma financial information amounts are not indicative of future operating results.

4. Discontinued Operations

On December 11, 2018, Adtalem completed the sale of DeVry University to Cogswell Education, LLC (“Cogswell”) for de minimis consideration. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, DeVry University is presented in Adtalem’s Consolidated Financial Statements as a discontinued operation. The purchase agreement includes an earn-out entitling Adtalem to payments of up to $20.0 million over a ten-year period payable based on DeVry University’s financial results. Adtalem received $5.5 million, $4.1 million, and $2.9 million during fiscal year 2024, 2023, and 2022, respectively, related to the earn-out. We have received a total of $12.5 million related to the earn-out thus far. In connection with the closing of the sale, Adtalem loaned to DeVry University $10.0 million under the terms of the promissory note, dated as of December 11, 2018 (the “DeVry Note”). The DeVry Note bore interest at a rate of 4% per annum, payable annually in arrears, and had a maturity date of January 1, 2022. We received the loan repayment of $10.0 million during the third quarter of fiscal year 2022.

On March 10, 2022, Adtalem completed the sale of ACAMS, Becker, and OCL to Wendel Group and Colibri Group (“Purchaser”), pursuant to the Equity Purchase Agreement (“Purchase Agreement”) dated January 24, 2022. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Adtalem sold the issued and outstanding shares of ACAMS, Becker, and OCL to the Purchaser for $962.7 million, net of cash of $21.5 million, subject to certain post-closing adjustments. In addition, on June 17, 2022, Adtalem completed the sale of EduPristine for de minimis consideration, which resulted in a transfer of $1.9 million in cash. We recorded a loss of $3.6 million in fiscal year 2023 for post-closing working capital adjustments to the initial sales prices for ACAMS, Becker, and OCL and a tax return to provision adjustment, which is included in (loss) gain on disposal of discontinued operations before income taxes in the Consolidated Statements of Income. These divestitures are the culmination of a long-term strategy to sharpen the focus of our portfolio and enhance our ability to address the growing and unmet demand for healthcare professionals in the U.S. As these sales represented a strategic shift that had a major effect on Adtalem’s operations and financial results, these businesses previously included in our former Financial Services segment are presented in Adtalem’s Consolidated Financial Statements as discontinued operations.

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The following is a summary of income statement information reported as discontinued operations, which includes expense from ongoing litigation costs and settlements related to the DeVry University and Carrington College divestitures, ACAMS, Becker, OCL, and EduPristine operations through the date of each respective sale, the gain on disposal of these entities, a loss from post-closing working capital adjustments to the initial sales prices and a tax return to provision adjustment, and the earn-outs we received (in thousands):


	Year Ended June 30,
	2024		2023		2022
Revenue	$	—	$	—	$	153,762
Operating cost and expense:
Cost of educational services		—		—		26,996
Student services and administrative expense		762		8,464		126,252
Restructuring expense		—		—		1,500
Total operating cost and expense		762		8,464		154,748
Loss from discontinued operations before income taxes		(762)		(8,464)		(986)
(Loss) gain on disposal of discontinued operations before income taxes		—		(3,576)		473,483
(Provision for) benefit from income taxes		(174)		3,646		(125,551)
(Loss) income from discontinued operations	$	(936)	$	(8,394)	$	346,946

5. Revenue

Revenue is recognized when control of the promised goods or services is transferred to our customers (students), in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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The following tables disaggregate revenue by source (in thousands):

Year Ended June 30, ~~2024~~2025

Chamberlain

Walden

Medical andVeterinary

Consolidated

Tuition and fees

~~633~~725,~~522~~774

~~595~~693,~~332~~430

~~342~~359,~~389~~213

1,~~571~~778,~~243~~417

Other

—

139,~~409~~873

Total

~~633~~725,~~522~~774

~~595~~693,~~332~~430

~~355~~369,~~798~~086

1,~~584~~788,~~652~~290


	Year Ended June 30, 2024
	Chamberlain		Walden		Medical and Veterinary		Consolidated
Tuition and fees	$	633,522	$	595,332	$	342,389	$	1,571,243
Other		—		—		13,409		13,409
Total	$	633,522	$	595,332	$	355,798	$	1,584,652


	Year Ended June 30, 2023
	Chamberlain		Walden		Medical and Veterinary		Consolidated
Tuition and fees	$	571,034	$	533,725	$	334,323	$	1,439,082
Other		—		—		11,744		11,744
Total	$	571,034	$	533,725	$	346,067	$	1,450,826


	Year Ended June 30, 2022
	Chamberlain		Walden		Medical andVeterinary		Consolidated
Tuition and fees	$	557,536	$	485,393	$	328,382	$	1,371,311
Other		—		—		10,531		10,531
Total	$	557,536	$	485,393	$	338,913	$	1,381,842

In addition, see Note 19 “Segment Information” for a disaggregation of revenue by geographical region.

In addition, see Note 22 “Segment Information” for a disaggregation of revenue by geographical region.

Performance Obligations and Revenue Recognition

Tuition and fees: The majority of revenue is derived from tuition and fees, which is recognized on a straight-line basis over the academic term as instruction is delivered.

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Other: Other revenue consists of housing and other miscellaneous services. Other revenue is recognized over the period in which the applicable performance obligation is satisfied.

Arrangements for payment are agreed to prior to registration of the student’s first academic term. The majority of U.S. students obtain Title IV or other financial aid resulting in institutions receiving a significant amount of the transaction price at the beginning of the academic term. Students not utilizing Title IV or other financial aid funding may pay after the academic term is complete.

Transaction Price

Revenue, or transaction price, is measured as the amount of consideration expected to be received in exchange for transferring goods or services.

Students may receive ~~discounts~~scholarships, ~~scholarships~~discounts, or refunds, which gives rise to variable consideration. The amounts of ~~discounts~~scholarships or ~~scholarships~~discounts are generally applied to individual student accounts when such amounts are awarded. Therefore, the transaction price is immediately reduced directly by these ~~discounts~~scholarships or ~~scholarships~~discounts from the amount of the standard tuition rate charged. Scholarships and discounts that are only applied to future tuition charged are considered a separate performance obligation if they represent a material right in accordance with ASC 606. In those instances, we defer the value of the related performance obligation associated with the future scholarship or discount based on estimates of future redemption based on our historical experience of student persistence toward completion of study. The contract liability associated with these material rights is presented as deferred revenue within current liabilities and other liabilities within noncurrent liabilities on the Consolidated Balance Sheets based on the amounts expected to be ~~redeemed~~earned in the next 12 months. The contract liability amount associated with these material rights presented as deferred revenue within current liabilities is $2438.1 million and $1024.61 million as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively, and the amount presented as deferred revenue within noncurrent liabilities is $1925.60 million and $1019.46 million as of June 30, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The noncurrent contract liability associated with these material rights is expected to be earned over approximately the next four fiscal years.~~

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The noncurrent contract liability associated with these material rights is expected to be earned over approximately the next four fiscal years.

Upon withdrawal, a student may be eligible to receive a refund, or partial refund, the amount of which is dependent on the timing of the withdrawal during the academic term. If a student withdraws prior to completing an academic term, federal and state regulations and accreditation criteria permit Adtalem to retain a set percentage of the total tuition received from such student, which varies with, but generally equals or exceeds, the percentage of the academic term completed by such student. Payment amounts received by Adtalem in excess of such set percentages of tuition are refunded to the student or the appropriate funding source. For contracts with similar characteristics and historical data on refunds, the expected value method is applied in determining the variable consideration related to refunds. Estimates of Adtalem’s expected refunds are determined at the outset of each academic term, based upon actual refunds in previous academic terms. Reserves related to refunds are presented as refund liabilities within accrued liabilities on the Consolidated Balance Sheets. All refunds are netted against revenue during the applicable academic term.

Management reassesses collectability on a student-by-student basis throughout the period revenue is recognized. This reassessment is based upon new information and changes in facts and circumstances relevant to a student’s ability to pay. Management also reassesses collectability when a student withdraws from the institution and has unpaid tuition charges. Such unpaid charges do not meet the threshold of reasonably collectible and are recognized as revenue on a cash basis.

Contract Balances

Students are billed at the beginning of each academic term and payment is due at that time. Adtalem’s performance obligation is to provide educational services in the form of instruction during the academic term and to provide for any scholarships or discounts that are deemed a material right under ASC 606. As instruction is provided or the deferred value of material rights are ~~redeemed~~recognized, deferred revenue is reduced. A significant portion of student payments are from Title IV financial aid and other programs and are generally received during the first month of the respective academic term. For students utilizing Adtalem’s credit extension programs (see Note 109 “Accounts and Financing Receivables”), payments are generally received after the academic term, and the corresponding performance obligation, is complete. When payments are received, accounts and financing receivables isare reduced.

72Deferred revenue within current liabilities is $214.1 million and $185.3 million as of June 30, 2025 and 2024, respectively, and deferred revenue within noncurrent liabilities is $25.0 million and $19.6 million as of June 30, 2025 and 2024, respectively. Revenue of $185.3 million and $153.9 million was recognized during fiscal year 2025 and 2024, respectively, that was included in the deferred revenue balance at the beginning of fiscal year 2025 and 2024, respectively.

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Deferred revenue within current liabilities is $185.3 million and $153.9 million as of June 30, 2024 and 2023, respectively, and deferred revenue within noncurrent liabilities is $19.6 million and $10.4 million as of June 30, 2024 and 2023, respectively. Revenue of $153.9 million and $149.8 million was recognized during fiscal year 2024 and 2023, respectively, that was included in the deferred revenue balance at the beginning of fiscal year 2024 and 2023, respectively.

The difference between the opening and closing balances of deferred revenue includes decreases from revenue recognized during the period, increases from charges related to the start of academic terms beginning during the period, increases from payments received related to academic terms commencing after the end of the period, and increases from recognizing additional performance obligations for material rights during the period.

65. Restructuring Expense

During fiscal year ~~2024~~2025, Adtalem recorded restructuring expense primarily driven by workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Adtalem’s home office. We continue to incur restructuring charges or reversals related to exited leased space from previous restructuring ~~activities~~actions. During fiscal year ~~2023~~2024, Adtalem recorded restructuring expense primarily driven by prior real estate consolidations at ~~Walden, Medical and Veterinary, and~~ Adtalem’s home office ~~resulting in impairments on operating lease assets and property and equipment~~. During fiscal year ~~2022~~2023, Adtalem recorded restructuring expense primarily driven by ~~workforce~~real ~~reductions~~estate ~~and~~consolidations ~~contract~~at ~~terminations related to synergy actions with regards to the~~ Walden, ~~acquisition and~~ Medical and Veterinary, and Adtalem’s home office ~~real~~resulting ~~estate~~in ~~consolidations~~impairments on operating lease assets and property and equipment. When estimating costs of exiting lease space, estimates are made which could differ materially from actual results and may result in additional restructuring charges or reversals in future periods. Termination benefit charges represent severance pay and benefits for employees impacted by workforce reductions. ~~Adtalem’s home office is classified as “Home Office” in Note 22 “Segment Information.”~~ Restructuring expense by segment were as follows (in thousands):

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	Year Ended June 30, 2025
	Real Estate and Other		Termination Benefits		Total
Chamberlain	$	974	$	938	$	1,912
Medical and Veterinary		215		239		454
Home Office		708		240		948
Total	$	1,897	$	1,417	$	3,314


	Year Ended June 30, 2024
	Real Estate and Other		Termination Benefits		Total
Walden	$	(776)	$	—	$	(776)
Medical and Veterinary		402		40		442
Home Office		2,204		—		2,204
Total	$	1,830	$	40	$	1,870


	Year Ended June 30, 2023
	Real Estate and Other		Termination Benefits		Total
Chamberlain	$	818	$	—	$	818
Walden		3,191		54		3,245
Medical and Veterinary		7,071		616		7,687
Home Office		6,117		950		7,067
Total	$	17,197	$	1,620	$	18,817


	Year Ended June 30, 2022
	Real Estateand Other		TerminationBenefits		Total
Chamberlain	$	835	$	2,003	$	2,838
Walden		—		4,053		4,053
Medical and Veterinary		7,675		2,116		9,791
Home Office		5,977		2,969		8,946
Total	$	14,487	$	11,141	$	25,628

The following table summarizes the restructuring plan activity for fiscal years 2024 and 2025, for which cash payments are required (in thousands):


Liability balance as of June 30, 2023	$	741
Increase in liability (termination and other charges)		40
Reduction in liability (payments and adjustments)		(781)
Liability balance as of June 30, 2024		—
Increase in liability (termination and other charges)		1,418
Reduction in liability (payments and adjustments)		(1,418)
Liability balance as of June 30, 2025	$	—

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The following table summarizes the separation and restructuring plan activity for fiscal years 2023 and 2024, for which cash payments are required (in thousands):


Liability balance as of June 30, 2022	$	813
Increase in liability (separation and other charges)		1,620
Reduction in liability (payments and adjustments)		(1,692)
Liability balance as of June 30, 2023		741
Increase in liability (separation and other charges)		40
Reduction in liability (payments and adjustments)		(781)
Liability balance as of June 30, 2024	$	—

These liability balances are recorded as accrued liabilities on the Consolidated Balance Sheets.

76. Other Income, Net

Other income, net consisted of the following (in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Interest and dividend income	$	98,~~177~~216	$	109,~~654~~177	$	410,~~379~~654
Investment gain (loss)		1,~~365~~074		(31,~~689)~~365		(3,~~271~~689)
Other income, net	$	109,~~542~~290	$	610,~~965~~542	$	16,~~108~~965

Investment ~~gain~~ (loss) gain includes trading gains and losses related to the rabbi trust used to fund nonqualified deferred compensation plan obligations (see Note 1916 “Employee Benefit Plans” for additional information). In addition, investment ~~gain~~ (loss) gain includes an impairment of $5.0 million in fiscal year 2023 on an equity investment with no readily determinable fair value (see Note 2017 “Fair Value Measurements” for additional information).

~~8. Income Taxes~~67

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7. Income Taxes

Income from continuing operations before income taxes, classified by source of income, was as follows (in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Domestic	$	89221,~~752~~225	$	5189,~~422~~752	$	~~(112~~51,~~151)~~422
Foreign		7477,~~185~~289		6074,~~613~~185		60,~~657~~613
Total	$	~~163~~298,~~937~~514	$	~~112~~163,~~035~~937	$	~~(51~~112,~~494)~~035

The components of the provision for ~~(benefit from)~~ income taxes were as follows (in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Current tax provision (benefit):
U.S. federal	$	1140,~~243~~742	$	1311,~~761~~243	$	(613,~~767)~~761
State and local		37,~~489~~070		~~824~~3,489		~~4,154~~824
Foreign		~~419~~(388)		~~614~~419		~~725~~614
Total current		1547,~~151~~424		15,~~199~~151		(115,~~888)~~199
Deferred tax provision (benefit):
U.S. federal		49,~~870~~296		(14,~~099)~~870		(61,~~425~~099)
State and local		26,~~745~~786		(42,~~347)~~745		(64,~~597~~347)
Foreign		32,~~458~~331		~~530~~3,458		~~(629)~~530
Total deferred		1118,~~073~~413		(411,~~916)~~073		(134,~~651~~916)
Provision for (benefit from) income taxes	$	26,224	$	10,283	$	(15,539)
Provision for income taxes	$	65,837	$	26,224	$	10,283

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The effective tax rate differs from the statutory tax rates as follows (in thousands):


	Year Ended June 30,
	~~2024~~2025				~~2023~~2024				~~2022~~2023
Income tax at statutory rate	$	3462,~~427~~688	21.0	%	$	2334,~~527~~427	21.0	%	$	~~(10~~23,~~814)~~527	21.0	%
Lower rates on foreign operations		(1110,~~419~~999)	(73.07)	%		(11,~~668~~419)	(107.40)	%		(1211,~~879~~668)	25(10.04)	%
State income taxes		410,~~557~~263	23.84	%		24,~~719~~767	2.49	%		~~(661)~~2,656	12.34	%
Loss on investment in subsidiary		—	—	%		—	—	%		(1,669)	3.2	%
Research and development tax credits		(1,908)	(0.6)	%		(1,589)	(1.0)	%		(1,862)	(1.7)	%
Deferred tax benefit from acquisitions and divestitures		—	—	%		—	—	%		(1,153)	2.2	%
Change in valuation allowance		—	—	%		(621)	(0.4)	%		(9,769)	(8.7)	%
Research and development tax credits		(1,589)	(1.0)	%		(1,862)	(1.7)	%		—	—	%
Reduction in state loss carryforwards		—	—	%		—	—	%		2,340	2.1	%
Change in valuation allowance		(621)	(0.4)	%		(9,769)	(8.7)	%		5,406	(10.5)	%
Permanent (taxable) non-deductible items		(2,286)	(0.8)	%		(904)	(0.6)	%		785	0.7	%
Reduction in state loss carryforwards		—	—	%		2,340	2.1	%		(5,882)	11.4	%
Limitations on executive compensation		5,812	1.9	%		2,987	1.8	%		908	0.8	%
Permanent non-deductible items		2,293	1.4	%		1,630	1.5	%		2,788	(5.4)	%
Foreign tax provisions under GILTI		6,110	2.0	%		4,908	3.0	%		3,569	3.2	%
Foreign tax provisions under GILTI		4,908	3.0	%		3,569	3.2	%		8,581	(16.7)	%
Change in unrecognized tax benefits		(490)	(0.2)	%		(6,849)	(4.2)	%		791	0.7	%
Change in unrecognized tax benefits		(6,849)	(4.2)	%		791	0.7	%		56	(0.1)	%
Other		(3,353)	(1.1)	%		517	0.3	%		(994)	(0.9)	%
Other		517	0.3	%		(994)	(0.9)	%		688	(1.3)	%
Provision for income taxes	$	65,837	22.1	%	$	26,224	16.0	%	$	10,283	9.2	%
Provision for (benefit from) income taxes	$	26,224	16.0	%	$	10,283	9.2	%	$	(15,539)	30.2	%

Our effective tax rate from continuing operations was 22.1%, 16.0%, and 9.2% in fiscal year 2025, 2024, and 2023, respectively. The effective tax rate for fiscal year 2025 increased compared to fiscal year 2024 primarily due to an increase in the percentage of earnings from operations in higher taxed jurisdictions and a limitation of tax benefits on certain executive compensation. In addition, in fiscal year 2024, the effective tax rate included a benefit from the lapsing of statutes of limitations for unrecognized tax benefits. The income tax provisions reflect the U.S. federal tax rate of 21% adjusted for taxes related to global intangible low-taxed income (“GILTI”), limitation of tax benefits on certain executive compensation, the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings outside the U.S., tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, changes in uncertain tax positions, and tax benefits on stock-based compensation.

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Deferred income tax assets and liabilities result primarily from temporary differences in the recognition of various expenses for tax and financial statement purposes, and from the recognition of the tax benefits of net operating loss carryforwards. The components of the deferred income tax assets and liabilities were as follows (in thousands):


	June 30,
	~~2024~~2025		~~2023~~2024
Employee benefits	$	1516,~~866~~428	$	1115,~~719~~866
Stock-based compensation		78,~~664~~990		7,~~310~~664
Receivable reserve		910,~~028~~756		69,~~246~~028
Capitalized research and experimental costs		917,~~322~~738		89,~~075~~322
Operating lease liabilities		4250,~~526~~201		4142,~~235~~526
Other reserves		127,~~439~~399		612,~~246~~439
Loss and credit carryforwards, net		1510,~~426~~303		1915,~~259~~426
Less: valuation allowance		—		(621)
Gross deferred tax assets		121,815		112,271
Gross deferred tax assets		112,271		99,469
Depreciation		(8,054)		(8,298)
Depreciation		(8,298)		(5,643)
Deferred taxes on unremitted foreign earnings		(307)		(210)
Deferred taxes on unremitted foreign earnings		(210)		(428)
Amortization of intangible assets		(72,487)		(50,035)
Amortization of intangible assets		(50,035)		(31,294)
Operating lease assets		(39,867)		(34,166)
Operating lease assets		(34,166)		(31,478)
Gross deferred tax liability		(120,715)		(92,709)
Gross deferred tax liability		(92,709)		(68,843)
Net deferred tax asset	$	1,100	$	19,562
Net deferred tax asset	$	19,562	$	30,626

~~As of June 30, 2024,~~ Adtalem ~~had~~has ~~$164.4~~the ~~million~~following oftax ~~gross, post apportioned state~~ net operating loss ~~carryforwards~~(tax effected), ~~and~~interest ~~$13.0~~(tax ~~million~~effected), ofand ~~gross~~credit ~~foreign net operating loss~~ carryforwards inas ~~St. Maarten. As~~ of June 30, ~~2023,~~2025 ~~Adtalem had $190.8 million of gross, post apportioned state net operating loss carryforwards, and $17.3 million of foreign net operating loss carryforwards~~ (in ~~St. Maarten and other jurisdictions.~~thousands):

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Adtalem has the following tax net operating loss (tax effected), interest (tax effected), and credit carryforwards as of June 30, 2024 (in thousands):


	June 30,		Years of Expiration
	~~2024~~2025		Beginning	Ending
U.S. interest expense carryforwards	$	506	no expiration
U.S. credit carryforwards	$	672	2027	2030
U.S. credit carryforwards		672	2027	2030
State net operating loss carryforwards		7,089	2026	2043
State net operating loss carryforwards		9,053	2025	2043
State interest expense carryforwards		439	no expiration
State interest expense carryforwards		592	no expiration
Foreign net operating loss carryforwards		2,103	2032	2033
State credit carryforwards		130	no expiration
Total loss and credit carryforwards, net	$	10,303
Foreign net operating loss carryforwards		4,473	2030	2033
Total loss and credit carryforwards, net	$	15,426

~~Two~~As of ~~Adtalem’s~~June 30, ~~businesses~~2025, ~~benefit~~Adtalem ~~from~~had ~~local~~$123.9 ~~tax~~million ~~incentives:~~of ~~RUSM~~gross, ~~which~~post ~~operates~~apportioned instate ~~Barbados~~net ~~and~~operating ~~RUSVM~~loss carryforwards, ~~which~~and ~~operates~~$6.1 inmillion ~~St.~~of ~~Kitts.~~gross ~~RUSM~~foreign ~~and~~net ~~RUSVM~~operating ~~each~~loss ~~have~~carryforwards ~~agreements~~in ~~with~~St. ~~their~~Maarten. ~~respective~~As ~~domestic~~of ~~governments~~June 30, ~~that~~2024, ~~exempt~~Adtalem ~~them~~had ~~from~~$164.4 ~~local~~million ~~income~~of ~~taxation.~~gross, ~~RUSM~~post ~~has~~apportioned anstate ~~exemption~~net inoperating ~~Barbados~~loss ~~until~~carryforwards, ~~2039~~and $13.0 ~~RUSVM~~million ~~has~~of angross ~~exemption~~foreign net operating loss carryforwards in St. ~~Kitts until 2037~~Maarten.

~~Adtalem~~RUSM ~~does~~and ~~not~~RUSVM ~~assert~~each ~~that~~have ~~the~~agreements ~~accumulated~~with ~~undistributed~~their ~~earnings~~respective ofdomestic ~~its~~governments ~~foreign~~that ~~subsidiaries~~exempt ~~are~~them ~~indefinitely~~from ~~reinvested~~local inincome ~~foreign jurisdictions~~taxation. ~~Adtalem~~RUSM has ~~accrued~~an ~~immaterial~~exemption ~~applicable~~in ~~state~~Barbados ~~income~~until 2039 and ~~foreign~~RUSVM ~~withholding~~has ~~taxes~~an onexemption ~~such~~in ~~undistributed~~St. ~~earnings~~Kitts until 2038.

Adtalem ~~reviews~~does ~~the~~not ~~realizability~~assert ~~of its deferred tax assets and related valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate~~ that ~~a review is required. In determining~~ the ~~requirement~~accumulated ~~for~~undistributed aearnings ~~valuation allowance, the historical and projected financial results~~ of ~~the~~its ~~legal~~foreign ~~entity~~subsidiaries ~~or consolidated group recording the net deferred tax asset~~ are ~~considered,~~indefinitely ~~along~~reinvested ~~with~~in any other positive or negative evidence. A valuation allowance is established when, based on the weight of available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. Based on our review of all available positive and negative evidence, it is more likely than not that we will recognize all deferred tax assets and, therefore, we do not have a valuation allowance on our deferred tax assets as of June 30, 2024. The valuation allowance on our deferred tax assets was $0.6 million as of June 30, 2023 and mainly related to foreign ~~net operating loss carryforwards~~jurisdictions. ~~The~~Accrued ~~valuation~~state ~~allowance decreased by $0.6 million in fiscal year 2024 compared to fiscal year 2023 and decreased by $9.8 million in fiscal year 2023 compared to fiscal year 2022. Insufficient projected taxable~~ income ~~in certain jurisdictions may give rise to the need for a valuation allowance. We will continue to evaluate the need for valuation allowances~~ and, asforeign ~~circumstances~~withholding ~~change,~~taxes ~~the~~on ~~valuation~~such ~~allowance~~undistributed ~~may~~earnings ~~change. The changes in our valuation allowances~~ were asnot ~~follows (in thousands):~~material.

The changes in our valuation allowances were as follows (in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Balance at beginning of period	$	~~621~~—	$	~~10,390~~621	$	410,~~985~~390
Charged to costs and expenses		—		~~(2,677)~~—		5(2,~~522~~677)
Deductions		~~(621)~~—		(~~7,092~~621)		(~~117~~7,092)
Balance at end of period	$	—	$	~~621~~—	$	~~10,390~~621

~~Our~~Adtalem ~~effective~~reviews tax rates from continuing operations were 16.0%, 9.2%, and 30.2% in fiscal year 2024, 2023, and 2022, respectively. In fiscal year 2024, our effective tax rate increase was primarily due to an increase in the ~~percentage~~realizability of ~~earnings~~its from operations in higher taxed jurisdictions and a limitation of tax benefits on certain executive compensation. The rate increase was partially offset due to the lapsing of statues of limitations for unrecognized tax benefits in fiscal year 2024. In addition, in fiscal year 2023, we released a valuation allowance on certain deferred tax assets ~~based on our reassessment of the amount of state net operating loss carryforwards that are more likely than not to be realized. The income tax expenses in fiscal years 2024~~ and ~~2023 and the income tax benefit in fiscal year 2022 reflect the U.S. federal tax rate of 21% adjusted for taxes~~ related tovaluation ~~global~~allowances ~~intangible low-taxed income (“GILTI”), limitation of tax benefits~~ on ~~certain~~a ~~executive~~quarterly ~~compensation~~basis, ~~the~~or ~~rate~~whenever ofevents ~~tax~~or ~~applied~~changes byin ~~state~~circumstances ~~and~~indicate ~~local~~that ~~jurisdictions,~~a ~~the~~review ~~rate~~is ofrequired. ~~tax~~In ~~applied~~determining ~~to earnings outside~~ the ~~U.S.,~~requirement ~~tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, liabilities~~ for ~~uncertain~~a ~~tax positions, and tax benefits on stock-based compensation.~~

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Asvaluation ~~of June 30~~allowance, ~~2024~~the historical and ~~2023,~~projected financial results of the ~~total~~legal ~~amount~~entity ofor ~~gross~~consolidated ~~unrecognized~~group ~~tax~~recording ~~benefits~~the ~~for~~net ~~uncertain~~deferred tax ~~positions~~asset ~~was~~are ~~$6.7~~considered, ~~million~~along ~~and~~with ~~$13~~any other positive or negative evidence.1 ~~million,~~A ~~respectively,~~valuation ~~which~~allowance ifis ~~recognized~~established when, ~~would~~based ~~impact~~on the ~~effective~~weight ~~tax~~of ~~rate.~~available Weevidence, ~~expect~~it ~~that~~is ~~our~~more ~~unrecognized~~likely ~~tax~~than ~~benefits~~not ~~will~~that ~~decrease~~all ~~during~~or ~~the~~a ~~next~~portion ~~12 months~~of ~~due~~a todeferred ~~the~~tax ~~settlement~~asset ofwill ~~various~~not ~~audits~~be ~~and~~realized. Based ~~the~~on ~~lapsing~~our ofreview ~~statutes~~ of ~~limitation.~~all Weavailable ~~estimate~~positive ~~this~~and ~~decrease~~negative toevidence, beit ~~immaterial.~~is ~~Adtalem~~more ~~classifies~~likely ~~interest~~than ~~and~~not ~~penalties~~that onwe ~~tax~~will ~~uncertainties~~recognize asall adeferred ~~component~~tax ofassets ~~the~~and, ~~provision~~therefore, ~~for~~we ~~income~~do ~~taxes.~~not ~~The~~have ~~total~~a ~~amount~~valuation ofallowance ~~interest~~on ~~and~~our ~~penalties~~deferred ~~accrued~~tax assets as of June 30, ~~2024~~2025 and ~~2023~~June ~~was~~30, $12024.2 ~~million~~The ~~and~~valuation ~~$1.6~~allowance ~~million,~~on ~~respectively.~~our ~~Interest~~deferred ~~and~~tax ~~penalties~~assets ~~expense~~was ~~recognized~~$0.6 ~~during~~million ~~the years~~as ~~ended~~of June 30, ~~2024,~~ 2023, and ~~2022~~mainly ~~were~~related ato foreign net ~~decrease~~operating ofloss $0carryforwards.4 ~~million,~~Insufficient aprojected ~~net~~taxable ~~increase~~income ofin ~~$0.7~~certain ~~million,~~jurisdictions ~~and~~may agive ~~net~~rise ~~increase~~to ofthe ~~$0.3~~need ~~million,~~for ~~respectively~~a valuation allowance. ~~The~~We ~~changes~~will incontinue ~~our~~to ~~unrecognized~~evaluate ~~tax~~the ~~benefits~~need ~~were~~for valuation allowances and, as ~~follows~~circumstances ~~(in~~change, ~~thousands):~~the valuation allowance may change.

The changes in our unrecognized tax benefits were as follows (in thousands):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Balance at beginning of period	$	136,~~128~~723	$	1113,~~645~~128	$	911,~~836~~645
Increases from positions taken during prior periods		~~953~~235		~~1,299~~953		1,~~074~~299
Decreases from positions taken during prior periods		~~(1,248)~~—		—(1,248)		~~(1,737)~~—
Increases from positions taken during the current period		~~554~~656		~~665~~554		~~2,845~~665
Reductions due to lapse of statute		(~~6,664~~764)		(~~481~~6,664)		(~~373~~481)
Balance at end of period	$	6,~~723~~850	$	136,~~128~~723	$	1113,~~645~~128

~~Adtalem~~As ~~files~~of ~~tax~~June 30, ~~returns~~2025 inand 2024, the Utotal amount of gross unrecognized tax benefits for uncertain tax positions was $6.S9 million and $6.7 ~~federal~~million, ~~jurisdiction~~respectively, ~~and~~which inif ~~various~~recognized, ~~state~~would ~~and~~impact ~~foreign~~the ~~jurisdictions~~effective ~~based~~tax onrate. ~~existing~~We expect that our unrecognized tax ~~laws~~benefits ~~and~~will ~~incentives.~~decrease ~~Adtalem~~during ~~remains~~the ~~generally~~next ~~subject~~12 months due to ~~examination~~the insettlement of various audits and the Ulapsing of statutes of limitation.S We estimate this decrease to not be material. ~~for years~~Adtalem ~~beginning~~classifies interest and penalties on ortax ~~after~~uncertainties ~~July 1,~~as ~~2020;~~a incomponent ~~various~~of ~~states~~the provision for ~~years~~ ~~beginning~~income ontaxes. orThe ~~after~~total ~~July~~amount of interest and penalties accrued as of June 130, ~~2019;~~2025 and in2024 ~~our~~was ~~significant~~$1.2 ~~foreign~~million ~~jurisdictions~~and ~~for~~$1.2 million, respectively. Interest and penalties expense recognized during the years ~~beginning~~ended onJune 30, or2025, ~~after~~2024, ~~July 1~~and 2023 were nil, ~~2017~~a net decrease of $0.4 million, and a net increase of $0.7 million, respectively.

9Adtalem files tax returns in the U.S. ~~Earnings~~federal ~~per~~jurisdiction ~~Share~~and in various state and foreign jurisdictions based on existing tax laws and incentives. Adtalem remains generally subject to examination in the U.S. for years beginning on or after July 1, 2021; in various states for years beginning on or after July 1, 2019; and in our significant foreign jurisdictions for years beginning on or after July 1, 2018.

In July 2025, the U.S. Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which introduces substantial changes to the federal tax landscape. Key provisions include the permanent renewal of certain measures initially set to expire under the Tax Cuts and Jobs Act, adjustments to the international tax regime, and the reinstatement of beneficial tax treatment for select business-related items. The legislation features staggered effective dates to be phased in through our fiscal year 2027. We are currently evaluating the tax impacts of the changes made by OBBBA which will begin to be reflected in our fiscal year 2026 consolidated financial statements.

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8. Earnings per Share

The following table sets forth the computations of basic and diluted earnings per share and antidilutive shares (in thousands, except per share data):


	Year Ended June 30,
	~~2024~~2025		~~2023~~2024		~~2022~~2023
Numerator:
Net income (loss):
Continuing operations	$	~~137~~232,~~713~~677	$	~~101~~137,~~752~~713	$	~~(35~~101,~~955)~~752
Discontinued operations		~~(936)~~4,388		(~~8,394~~936)		~~346~~(8,~~946~~394)
Net income	$	~~136~~237,~~777~~065	$	93136,~~358~~777	$	~~310~~93,~~991~~358

Denominator:
Weighted-average basic shares outstanding		3937,~~413~~085		4439,~~781~~413		4844,~~388~~781
Effect of dilutive stock awards		~~894~~1,249		~~743~~894		—743
Effect of ASR		—		76—		—76
Weighted-average diluted shares outstanding		4038,~~307~~334		4540,~~600~~307		4845,~~388~~600

Earnings (loss) per share:
Basic:
Continuing operations	$	36.4927	$	23.2749	$	(02.~~74)~~27
Discontinued operations	$	(0.~~02)~~12	$	(0.1902)	$	7(0.1719)
Total basic earnings per share	$	36.4739	$	23.0847	$	62.4308
Diluted:
Continuing operations	$	36.4207	$	23.2342	$	(02.~~74)~~23
Discontinued operations	$	(0.~~02)~~11	$	(0.1802)	$	7(0.1718)
Total diluted earnings per share	$	36.3918	$	23.0539	$	62.4305

Weighted-average antidilutive shares		~~115~~23		~~403~~115		~~1,869~~403

77As further described in Note 14 “Share Repurchases,” on March 14, 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $150.0 million of common stock. For purposes of calculating earnings per share, Adtalem reflected the ASR agreement as a repurchase of Adtalem common stock and as a forward contract indexed to its own common stock. Based on the volume-weighted average price of Adtalem’s common stock per the terms of the ASR agreement, common stock of 76 thousand shares were contingently issuable by Adtalem under the ASR agreement and were included in the diluted earnings per share calculation for fiscal year 2023 because the effect would have been dilutive. As of October 14, 2022, the ASR agreement is no longer outstanding. Diluted earnings per share was computed using the treasury stock method for stock awards.

9. Accounts and Financing Receivables

Our accounts receivables relate to student balances occurring in the normal course of business. Accounts receivables have a term of less than one year and are included in accounts and financing receivables, net on our Consolidated Balance Sheets. Our financing receivables relate to credit extension programs, which provide students with payment terms in excess of one year and are included in accounts and financing receivables, net and other assets, net on our Consolidated Balance Sheets.

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As a result of incurring a net loss from continuing operations in fiscal year 2022, potential common stock of 416 thousand shares were excluded from diluted loss per share because the effect would have been antidilutive. As further described in Note 16 “Share Repurchases,” on March 14, 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $150.0 million of common stock. For purposes of calculating earnings per share, Adtalem reflected the ASR agreement as a repurchase of Adtalem common stock and as a forward contract indexed to its own common stock. Based on the volume-weighted average price of Adtalem’s common stock per the terms of the ASR agreement, common stock of 76 thousand shares were contingently issuable by Adtalem under the ASR agreement and were included in the diluted earnings per share calculation for fiscal year 2023 because the effect would have been dilutive. As of October 14, 2022, the ASR agreement is no longer outstanding. Diluted earnings per share was computed using the treasury stock method for stock awards. Certain shares related to stock awards were excluded from the computation of earnings per share because the effect would have been antidilutive.

10. Accounts and Financing Receivables

Our accounts receivables relate to student balances occurring in the normal course of business. Accounts receivables have a term of less than one year and are included in accounts and financing receivables, net on our Consolidated Balance Sheets. Our financing receivables relate to credit extension programs where the student is provided payment terms in excess of one year with their respective school and are included in accounts and financing receivables, net and other assets, net on our Consolidated Balance Sheets.

The classification of our accounts and financing receivable balances was as follows (in thousands):


	June 30, 2025
		Gross		Allowance		Net
Accounts receivables, current	$	189,874	$	(46,441)	$	143,433
Financing receivables, current		5,393		(2,637)		2,756
Accounts and financing receivables, current	$	195,267	$	(49,078)	$	146,189

Financing receivables, current	$	5,393	$	(2,637)	$	2,756
Financing receivables, noncurrent		33,116		(8,757)		24,359
Total financing receivables	$	38,509	$	(11,394)	$	27,115


	June 30, 2024
		Gross		Allowance		Net
Accounts receivables, current	$	159,406	$	(35,336)	$	124,070
Financing receivables, current		5,239		(2,476)		2,763
Accounts and financing receivables, current	$	164,645	$	(37,812)	$	126,833

Financing receivables, current	$	5,239	$	(2,476)	$	2,763
Financing receivables, noncurrent		36,214		(10,082)		26,132
Total financing receivables	$	41,453	$	(12,558)	$	28,895


	June 30, 2023
		Gross		Allowance		Net
Accounts receivables, current	$	129,318	$	(29,190)	$	100,128
Financing receivables, current		4,757		(2,136)		2,621
Accounts and financing receivables, current	$	134,075	$	(31,326)	$	102,749

Financing receivables, current	$	4,757	$	(2,136)	$	2,621
Financing receivables, noncurrent		36,368		(9,332)		27,036
Total financing receivables	$	41,125	$	(11,468)	$	29,657

Our financing receivables relate to credit extension programs available to students at Chamberlain, AUC, RUSM, and RUSVM. These credit extension programs are designed to assist students who are unable to completely cover educational costs consisting of tuition, fees, and books, and are available only after all other student financial assistance has been applied toward those purposes. In addition, AUC, RUSM, and RUSVM allow students to finance their living expenses. Repayment plans for financing agreements are developed to address the financial circumstances of the particular student. Interest charges at rates from 3.0% to 12.0% per annum accrue each month on the unpaid balance once a student withdraws or graduates from a program. Most students are required to begin repaying their obligations while they are still in school with a minimum payment level. Payments may increase upon completing or departing school.

Our financing receivables relate to credit extension programs available to students at Chamberlain, AUC, RUSM, and RUSVM. These credit extension programs are designed to assist students who are unable to completely cover educational costs consisting of tuition, fees, and books, and are available only after all other student financial assistance has been applied toward those purposes. In addition, AUC, RUSM, and RUSVM allow students to finance their living expenses. Repayment plans for financing agreements are developed to address the financial circumstances of the particular student. Interest charges at rates from 3.0% to 12.0% per annum accrue each month on the unpaid balance once a student withdraws or graduates from a program. Most students are required to begin repaying their loans while they are still in school with a minimum payment level designed to demonstrate their capability to repay, which reduces the possibility of over borrowing. Payments may increase upon completing or departing school. After a student leaves school, the student typically will have a monthly installment repayment plan.

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Credit Quality

The primary credit quality indicator for our financing receivables is delinquency. Balances are considered delinquent when contractual payments on the loan become past due. We generally write-off financing receivable balances when they are at least 181 days past due. Payments are applied first to outstanding interest and then to the unpaid principal balance.

The credit quality analysis of financing receivables as of June 30, 2025 was as follows (in thousands):


	Amortized Cost Basis by Origination Year
	Prior		2021		2022		2023		2024		2025		Total
1-30 days past due	$	319	$	303	$	116	$	37	$	1,099	$	1,623	$	3,497
31-60 days past due		67		122		42		68		377		378		1,054
61-90 days past due		21		28		—		255		27		72		403
91-120 days past due		30		—		—		11		42		17		100
121-150 days past due		44		10		—		45		52		103		254
Greater than 150 days past due		2,261		1,291		1,171		2,058		1,935		293		9,009
Total past due		2,742		1,754		1,329		2,474		3,532		2,486		14,317
Current		5,858		2,609		1,819		3,323		4,440		6,143		24,192
Financing receivables, gross	$	8,600	$	4,363	$	3,148	$	5,797	$	7,972	$	8,629	$	38,509
Gross write-offs	$	1,158	$	642	$	478	$	1,014	$	876	$	13	$	4,181

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The credit quality analysis of financing receivables as of June 30, 2024 was as follows (in thousands):


	Amortized Cost Basis by Origination Year
	Prior		2020		2021		2022		2023		2024		Total
1-30 days past due	$	552	$	—	$	214	$	111	$	1,188	$	1,146	$	3,211
31-60 days past due		213		90		65		37		567		1,488		2,460
61-90 days past due		174		—		5		110		370		257		916
91-120 days past due		—		11		434		20		206		791		1,462
121-150 days past due		51		88		63		314		268		91		875
Greater than 150 days past due		2,556

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