# Covista Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Covista Inc.](/companies/cvsa.md) (CIK 730464)
- Form: 10-Q
- Filed: 2025-05-08
- Accepted by EDGAR: May 8, 2025, 16:20 ET
- Period: 2025-03-31
- Accession: 0001558370-25-006986
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/730464/000155837025006986/atge-20250331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/730464/000155837025006986/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $466.1m | us-gaap:Revenues |
| Revenue | 9 months, 2024-07-01 to 2025-03-31 | $1.33bn | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $199.9m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2024-07-01 to 2025-03-31 | $572.5m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $175.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2024-07-01 to 2025-03-31 | $491.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $90.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2024-07-01 to 2025-03-31 | $264.6m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $13.1m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2024-07-01 to 2025-03-31 | $41.5m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $18.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-07-01 to 2025-03-31 | $51.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $60.8m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-07-01 to 2025-03-31 | $182.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $1.59 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-07-01 to 2025-03-31 | $4.74 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $1.64 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-07-01 to 2025-03-31 | $4.88 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 38,233,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-07-01 to 2025-03-31 | 38,583,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-07-01 to 2025-03-31 | $278.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2024-07-01 to 2025-03-31 | $31.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months, 2024-07-01 to 2025-03-31 | $146.4m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $219.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $450.3m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $2.79bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $540.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $1.36bn | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $552.2m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-03-31 | $1.43bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 70,370 characters.

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, the Risk Factors included in or incorporated by reference in this report (see Item 1A. “Risk Factors”), and the Financial Aid and Legislative and Regulatory Requirements disclosures set forth in this report. Adtalem reports on a fiscal year period ending on June 30. Therefore, this Quarterly Report for the quarterly period ended March 31, 2025 is for our third quarter of fiscal year 2025.

Throughout this MD&A, we sometimes use information derived from the Consolidated Financial Statements 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” 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 and the notes thereto.

### 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 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.

### Revision of Previously Issued Consolidated Financial Statements

This MD&A has been presented giving effect to the revision discussed in Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements.

### Segments

We present three reportable segments as follows:

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

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

**Medical and Veterinary –** This segment includes the operations of AUC, RUSM, and RUSVM, collectively referred to as the “medical and veterinary schools,” which offers degree and certificate programs in the medical and veterinary 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 18 “Segment Information” to the Consolidated Financial Statements.

### Third Quarter Highlights

Financial and operational highlights for the third quarter of fiscal year 2025 include:

- Adtalem revenue increased 12.9%, or $53.4 million, to $466.1 million in the third quarter of fiscal year 2025 compared to the prior year period driven by increased revenue across all of our segments.
- Net income increased 65.2%, or $24.0 million, to $60.8 million in the third quarter of fiscal year 2025 compared to the prior year period. This increase was primarily driven by an increase in revenue along with decreases in business integration expense and amortization of acquired intangible assets, 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, the provision for bad debts, stock-based compensation, and the provision for income taxes.
- Diluted earnings per share increased 71.0%, or $0.66, to $1.59 in the third quarter of fiscal year 2025 compared to the prior year period driven by the increase in net income and lower diluted shares due to share repurchases.
- Adjusted net income increased 23.4%, or $13.9 million, to $73.3 million in the third quarter of fiscal year 2025 compared to the prior year period. This increase 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, stock-based compensation, and the provision for income taxes.
- Diluted adjusted earnings per share increased 28.0%, or $0.42, to $1.92 in the third quarter of fiscal year 2025 compared to the prior year period driven by the increase in adjusted net income and lower diluted shares due to share repurchases.
- For the January 2025 and March 2025 sessions, total student enrollment at Chamberlain increased 8.7% and 6.8%, respectively, compared to the same sessions last year.
- As of March 31, 2025, total student enrollment at Walden increased 13.5% compared to March 31, 2024.
- For the January 2025 semester, total student enrollment at the medical and veterinary schools increased 1.2% 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 791,420 shares of its common stock under its share repurchase programs at an average cost of $98.06 per share during the third quarter of 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. 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 tables present revenue by segment detailing the changes from the prior year periods (in thousands):

| ​ ​ ​ | ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2025 Chamberlain | ​ ​ ​ Walden | ​ ​ ​ Medical and Veterinary | ​ ​ ​ Consolidated |
| --- | --- | ---: | ---: | ---: | ---: |
| Fiscal year 2024 | ​ | $170,338 ​ | $150,607 ​ | $91,713 ​ | $412,658 ​ |
| Growth | ​ | ​ 22,254 ​ | ​ 27,811 ​ | ​ 3,332 ​ | ​ 53,397 ​ |
| Fiscal year 2025 | ​ | $192,592 ​ | $178,418 ​ | $95,045 ​ | $466,055 ​ |
| % change from prior year | ​ | ​ 13.1% | ​ 18.5% | ​ 3.6% | ​ 12.9% |

| ​ ​ ​ | ​ ​ ​ | ​ ​ ​ Nine Months Ended March 31, 2025 Chamberlain | ​ ​ ​ Walden | ​ ​ ​ Medical and Veterinary | ​ ​ ​ Consolidated |
| --- | --- | ---: | ---: | ---: | ---: |
| Fiscal year 2024 | ​ | $466,487 ​ | $439,023 ​ | $269,235 ​ | $1,174,745 ​ |
| Growth | ​ | ​ 75,021 ​ | ​ 72,214 ​ | ​ 9,204 ​ | ​ 156,439 ​ |
| Fiscal year 2025 | ​ | $541,508 ​ | $511,237 ​ | $278,439 ​ | $1,331,184 ​ |
| % change from prior year | ​ | ​ 16.1% | ​ 16.4% | ​ 3.4% | ​ 13.3% |

### Chamberlain

#### Chamberlain Student Enrollment:

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

Chamberlain revenue increased 13.1%, or $22.3 million, to $192.6 million in the third quarter and increased 16.1%, or $75.0 million, to $541.5 million in the first nine months of fiscal year 2025 compared to the prior year periods, driven by an increase in enrollment and higher tuition rates. Enrollment improvement has primarily been driven by the undergraduate Bachelor of Science in Nursing (“BSN”) degree and the Master of Science in Nursing (“MSN”) degree programs. Chamberlain is achieving growth by optimizing investments in student enrollment and experience while leveraging scale 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 4.6% from the prior year.

### Walden

#### Walden Student Enrollment:

| ​ ​ ​ Period | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2025 ​ ​ ​ September 30, ​ December 31, ​ March 31, ​ ​ ​ 2024 ​ 2024 ​ 2025 ​ ​ ​ |
| --- | --- | ---: |
| Total students | ​ | 45,979 ​ 46,399 ​ 48,526 ​ ​ ​ |
| % change from prior year | ​ | 12.2% 13.2% 13.5% ​ ​ |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ |
| **​** | **​** | **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% |

Walden total student enrollment represents those students attending instructional sessions as of the dates identified above. Walden revenue increased 18.5%, or $27.8 million, to $178.4 million in the third quarter and increased 16.4%, or $72.2 million, to $511.2 million in the first nine months of fiscal year 2025 compared to the prior year periods, driven by an increase in enrollment, higher tuition rates, and an increase in average credit hours per student. Walden’s improved enrollment 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:

Tuition rates for Walden programs, including general education are charged on a per credit hour basis that varies based on the nature of the program. For other programs such as those with a subscription-based learning modality, tuition is charged on a per term basis. Students are also charged program and clinical fees depending on the specific programs. Some programs require students to attend residencies, skills labs, and pre-practicum labs, for which tuition is charged per event. In most programs, these tuition rates, event charges, and fees increased by approximately 2% from the prior year.

### Medical and Veterinary

#### Medical and Veterinary Student Enrollment:

| ​ ​ Semester | ​ ​ ​ | ​ ​ ​ ​ ​ ​ Fiscal Year 2025 ​ ​ ​ Sept. 2024 ​ Jan. 2025 ​ ​ ​ |
| --- | --- | ---: |
| Total students | ​ | 5,174 ​ 5,133 ​ ​ ​ |
| % change from prior year | ​ | (0.7)% 1.2% ​ ​ |
| ​ | ​ | ​ ​ ​ ​ ​ ​ |
| **​** | **​** | **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)% |

Medical and Veterinary revenue increased 3.6%, or $3.3 million, to $95.0 million in the third quarter and increased 3.4%, or $9.2 million, to $278.4 million in the first nine months of fiscal year 2025 compared to the prior year periods, driven by tuition rate increases at all three institutions in this segment. Management’s focus is on increasing enrollment and renewing operational effectiveness, specifically around academic support and the enrollment experience.

#### Tuition Rates:

- Effective for semesters beginning in September 2024, tuition rates and administrative fees for the beginning basic sciences and clinical rotation portions of AUC’s medical program increased 4.0% and 4.25%, respectively, from the prior academic year.
- Effective for semesters beginning in September 2024, tuition rates and administrative fees for the beginning basic sciences and clinical rotation portions of RUSM’s medical program increased 4.0% and 4.25%, respectively, from the prior academic year.
- 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 cost of educational services expense category includes expenses related to the cost of faculty and staff who support educational operations, facilities, adjunct faculty, supplies, housing, bookstore, other educational materials, student education-related support activities, and the provision for bad debts. The following tables present cost of educational services by segment detailing the changes from the prior year periods (in thousands):

| ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, 2025 Chamberlain | ​ ​ ​ Walden | ​ ​ ​ Medical and Veterinary | ​ ​ ​ Consolidated ​ |
| --- | ---: | ---: | ---: | ---: |
| Fiscal year 2024 | $70,565 ​ | $56,219 | $48,537 ​ | $175,321 ​ |
| Cost increase | 12,832 ​ | 5,886 | 5,830 ​ | 24,548 ​ |
| Fiscal year 2025 | $83,397 ​ | $62,105 | $54,367 ​ | $199,869 ​ |
| % change from prior year | ​ 18.2% | 10.5% | ​ 12.0% | ​ 14.0% |

| ​ ​ ​ ​ ​ | ​ ​ ​ Nine Months Ended March 31, 2025 Chamberlain | ​ ​ ​ Walden | ​ ​ ​ Medical and Veterinary | ​ ​ ​ Consolidated ​ |
| --- | ---: | ---: | ---: | ---: |
| Fiscal year 2024 | $203,244 ​ | $165,237 | $147,527 ​ | $516,008 ​ |
| Cost increase | 33,876 ​ | 12,562 ​ | 10,054 ​ | 56,492 ​ |
| Fiscal year 2025 | $237,120 ​ | $177,799 | $157,581 ​ | $572,500 ​ |
| % change from prior year | ​ 16.7% | 7.6% | ​ 6.8% | ​ 10.9% |

Cost of educational services increased 14.0%, or $24.5 million, to $199.9 million in the third quarter and increased 10.9%, or $56.5 million, to $572.5 million in the first nine months of fiscal year 2025 compared to the prior year periods. These cost increases were primarily driven by an increase in labor and other costs to support increased enrollment and an increase in the provision for bad debts.

As a percentage of revenue, cost of educational services was 42.9% and 43.0% in the third quarter and first nine months of fiscal year 2025, respectively, compared to 42.5% and 43.9% in the prior year periods. The increase in the percentage for the third quarter of fiscal year 2025 was primarily the result of an increase in the provision for bad debts, partially offset by revenue growth accompanied with cost efficiencies. The decrease in the percentage for the first nine months of fiscal year 2025 was primarily the result of revenue growth accompanied with cost efficiencies, partially offset by an increase in the provision for bad debts.

### 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 of acquired intangible assets. The following tables present student services and administrative expense by segment detailing the changes from the prior year periods (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ ​ Three Months Ended March 31, 2025 Chamberlain | ​ ​ ​ Walden | ​ ​ ​ Medical and Veterinary | ​ ​ Home Office | ​ ​ | ​ ​ ​ Consolidated ​ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal year 2024 | ​ | $56,425 ​ | $70,803 ​ | $20,222 ​ | $9,239 | ​ | $156,689 ​ |
| Cost increase (decrease) | ​ | 5,277 ​ | 5,797 ​ | 2,535 ​ | (344) | ​ | 13,265 ​ |
| Amortization of acquired intangible assets decrease | ​ | ​ — ​ | ​ (5,481) ​ | ​ — ​ | ​ — | ​ | ​ (5,481) ​ |
| Asset impairments increase | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ 6,442 | ​ | ​ 6,442 ​ |
| Strategic advisory costs increase | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ 5,100 | ​ | ​ 5,100 ​ |
| Debt modification costs decrease | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ (848) | ​ | ​ (848) ​ |
| Fiscal year 2025 | ​ | $61,702 ​ | $71,119 ​ | $22,757 ​ | $19,589 | ​ | $175,167 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ |
| Fiscal year 2025 % change: | ​ | ​ ​ | ​ ​ ​ | ​ ​ | ​ ​ | ​ | ​ ​ ​ |
| Cost increase (decrease) | ​ | ​ 9.4% | 8.2% | ​ 12.5% | NM | ​ | ​ 8.5% |
| Amortization of acquired intangible assets decrease | ​ | — ​ | (7.7)% | — ​ | NM | ​ | (3.5)% |
| Asset impairments increase | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ NM | ​ | ​ 4.1% |
| Strategic advisory costs increase | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ NM | ​ | ​ 3.3% |
| Debt modification costs decrease | ​ | — ​ | — ​ | — ​ | NM | ​ | (0.5)% |
| Fiscal year 2025 % change | ​ | 9.4% | 0.4% | 12.5% | NM | ​ | 11.8% |

| ​ ​ ​ | ​ ​ | ​ ​ ​ Nine Months Ended March 31, 2025 Chamberlain | ​ ​ ​ Walden | ​ ​ ​ Medical and Veterinary | ​ ​ Home Office | ​ ​ | ​ ​ ​ Consolidated ​ |
| --- | --- | ---: | ---: | ---: | --- | --- | ---: |
| Fiscal year 2024 | ​ | $165,930 ​ | $227,441 ​ | $62,187 ​ | $22,810 | ​ | $478,368 ​ |
| Cost increase | ​ | 20,830 ​ | 15,999 ​ | 4,501 ​ | 4,615 | ​ | 45,945 ​ |
| Amortization of acquired intangible assets decrease | ​ | ​ — ​ | ​ (19,881) ​ | ​ — ​ | ​ — | ​ | ​ (19,881) ​ |
| Litigation reserve decrease | ​ | ​ — ​ | ​ (24,050) ​ | ​ — ​ | ​ — | ​ | ​ (24,050) ​ |
| Asset impairments increase | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ 6,442 | ​ | ​ 6,442 ​ |
| Strategic advisory costs increase | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ 5,100 | ​ | ​ 5,100 ​ |
| Loss on assets held for sale decrease | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ (647) | ​ | ​ (647) ​ |
| Debt modification costs decrease | ​ | ​ — ​ | ​ — ​ | ​ — ​ | ​ (136) | ​ | ​ (136) ​ |
| Fiscal year 2025 | ​ | $186,760 ​ | $199,509 ​ | $66,688 ​ | $38,184 | ​ | $491,141 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ |
| Fiscal year 2025 % change: | ​ | ​ ​ | ​ ​ ​ | ​ ​ | ​ ​ | ​ | ​ ​ ​ |
| Cost increase | ​ | ​ 12.6% | 7.0% | ​ 7.2% | NM | ​ | ​ 9.6% |
| Amortization of acquired intangible assets decrease | ​ | — ​ | (8.7)% | — ​ | NM | ​ | (4.2)% |
| Litigation reserve decrease | ​ | — ​ | (10.6)% | — ​ | NM | ​ | (5.0)% |
| Asset impairments increase | ​ | — ​ | — ​ | — ​ | NM | ​ | 1.3% |
| Strategic advisory costs increase | ​ | — ​ | — ​ | — ​ | NM | ​ | 1.1% |
| Loss on assets held for sale decrease | ​ | — ​ | — ​ | — ​ | NM | ​ | (0.1)% |
| Debt modification costs decrease | ​ | — ​ | — ​ | — ​ | NM | ​ | (0.0)% |
| Fiscal year 2025 % change | ​ | 12.6% | (12.3)% | 7.2% | NM | ​ | 2.7% |

Student services and administrative expense increased 11.8%, or $18.5 million, to $175.2 million in the third quarter and increased 2.7%, or $12.8 million, to $491.1 million in the first nine months of fiscal year 2025 compared to the prior year periods. After excluding amortization of acquired intangible assets, asset impairments, strategic advisory costs, and debt modification costs, student services and administrative expense increased 8.5%, or $13.3 million, in the third quarter of fiscal year 2025 compared to the prior year period. 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 9.6%, or $45.9 million, in the first nine months of fiscal year 2025 compared to the prior year period. These increases were primarily driven by an increase in marketing expense, investments to support growth initiatives, and stock-based compensation.

As a percentage of revenue, student services and administrative expense was 37.6% and 36.9% in the third quarter and first nine months of fiscal year 2025, respectively, compared to 38.0% and 40.7% in the prior year periods. The decreases in the percentages were primarily the result of revenue growth accompanied by decreases in amortization of acquired intangible assets and litigation reserves, partially offset by increases in asset impairments and strategic advisory costs.

### Restructuring Expense

Restructuring expense in the third quarter and first nine months of fiscal year 2025 was $0.5 million and $2.9 million, respectively, compared to $0.5 million and $1.2 million in the prior year periods. The increase in the first nine months of fiscal year 2025 was primarily driven by workforce reductions and costs to exit certain course offerings. We continue to incur restructuring expense or reversals related to exited leased space from previous restructuring activities.

### Business Integration Expense

Business integration expense in the third quarter and first nine months of fiscal year 2024 was $18.5 million and $30.6 million, respectively. We did not incur business integration expense during the third quarter and first nine months of fiscal year 2025. In the prior year, we incurred costs associated with integrating Walden into Adtalem. In addition, we initiated transformation initiatives to accelerate growth and organizational agility and certain costs relating to the transformation were included in business integration expense in the Consolidated Statements of Income.

### Operating Income

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

| ​ ​ ​ ​ ​ Chamberlain: | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ | ​ ​ Increase/(Decrease) $​% ​ ​ | ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Nine Months Ended March 31, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ | ​ ​ Increase/(Decrease) $​% ​ ​ | ​ ​ | ​ ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income (GAAP) | ​ | $47,516 ​ | $43,349 ​ | $4,167 | ​ | 9.6% | ​ | $115,716 ​ | $97,313 ​ | $18,403 | ​ | 18.9% |
| Restructuring expense | ​ | ​ (23) ​ | ​ — ​ | ​ (23) | ​ | ​ ​ | ​ | ​ 1,912 ​ | ​ — ​ | ​ 1,912 | ​ | ​ ​ |
| Adjusted operating income (non-GAAP) | ​ | $47,493 ​ | $43,349 ​ | $4,144 | ​ | 9.6% | ​ | $117,628 ​ | $97,313 ​ | $20,315 | ​ | 20.9% |
| Operating margin (GAAP) | ​ | ​ 24.7% | ​ 25.4% | ​ ​ | ​ | ​ ​ | ​ | ​ 21.4% | ​ 20.9% | ​ ​ | ​ | ​ ​ |
| Operating margin (non-GAAP) | ​ | ​ 24.7% | ​ 25.4% | ​ ​ | ​ | ​ ​ | ​ | ​ 21.7% | ​ 20.9% | ​ ​ | ​ | ​ ​ |
| **​** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| **Walden:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Operating income (GAAP) | ​ | $45,194 ​ | $23,585 ​ | $21,609 | ​ | 91.6% | ​ | $133,929 ​ | $47,121 ​ | $86,808 | ​ | 184.2% |
| Restructuring expense | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ — ​ | ​ (776) ​ | ​ 776 | ​ | ​ ​ |
| Amortization of acquired intangible assets | ​ | ​ 2,805 ​ | ​ 8,286 ​ | ​ (5,481) | ​ | ​ ​ | ​ | ​ 8,415 ​ | ​ 28,296 ​ | ​ (19,881) | ​ | ​ ​ |
| Litigation reserve | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ (5,550) ​ | ​ 18,500 ​ | ​ (24,050) | ​ | ​ ​ |
| Adjusted operating income (non-GAAP) | ​ | $47,999 ​ | $31,871 ​ | $16,128 | ​ | 50.6% | ​ | $136,794 ​ | $93,141 ​ | $43,653 | ​ | 46.9% |
| Operating margin (GAAP) | ​ | ​ 25.3% | ​ 15.7% | ​ ​ | ​ | ​ ​ | ​ | ​ 26.2% | ​ 10.7% | ​ ​ | ​ | ​ ​ |
| Operating margin (non-GAAP) | ​ | ​ 26.9% | ​ 21.2% | ​ ​ | ​ | ​ ​ | ​ | ​ 26.8% | ​ 21.2% | ​ ​ | ​ | ​ ​ |
| **​** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| **Medical and Veterinary:** | **​** | **​** **​** **​** | **​** **​** **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** **​** | **​** **​** **​** | **​** **​** | **​** | ​ **​** |
| Operating income (GAAP) | ​ | $17,800 ​ | $22,759 ​ | $(4,959) | ​ | (21.8)% | ​ | $53,934 ​ | $59,142 ​ | $(5,208) | ​ | (8.8)% |
| Restructuring expense | ​ | ​ 121 ​ | ​ 194 ​ | ​ (73) | ​ | ​ ​ | ​ | ​ 236 ​ | ​ 379 ​ | ​ (143) | ​ | ​ ​ |
| Adjusted operating income (non-GAAP) | ​ | $17,921 ​ | $22,953 ​ | $(5,032) | ​ | (21.9)% | ​ | $54,170 ​ | $59,521 ​ | $(5,351) | ​ | (9.0)% |
| Operating margin (GAAP) | ​ | ​ 18.7% | ​ 24.8% | ​ ​ | ​ | ​ ​ | ​ | ​ 19.4% | ​ 22.0% | ​ ​ | ​ | ​ ​ |
| Operating margin (non-GAAP) | ​ | ​ 18.9% | ​ 25.0% | ​ ​ | ​ | ​ ​ | ​ | ​ 19.5% | ​ 22.1% | ​ ​ | ​ | ​ ​ |
| **​** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| **Home Office:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Operating loss (GAAP) | ​ | $(20,001) ​ | $(27,968) ​ | $7,967 | ​ | 28.5% | ​ | $(38,962) ​ | $(55,045) ​ | $16,083 | ​ | 29.2% |
| Restructuring expense | ​ | ​ 412 ​ | ​ 279 ​ | ​ 133 | ​ | ​ ​ | ​ | ​ 778 ​ | ​ 1,614 ​ | ​ (836) | ​ | ​ ​ |
| Business integration expense | ​ | ​ — ​ | ​ 18,450 ​ | ​ (18,450) | ​ | ​ ​ | ​ | ​ — ​ | ​ 30,621 ​ | ​ (30,621) | ​ | ​ ​ |
| Asset impairments | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ |
| Strategic advisory costs | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ |
| Loss on assets held for sale | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ — ​ | ​ 647 ​ | ​ (647) | ​ | ​ ​ |
| Debt modification costs | ​ | ​ — ​ | ​ 848 ​ | ​ (848) | ​ | ​ ​ | ​ | ​ 712 ​ | ​ 848 ​ | ​ (136) | ​ | ​ ​ |
| Adjusted operating loss (non-GAAP) | ​ | $(8,047) ​ | $(8,391) ​ | $344 | ​ | 4.1% | ​ | $(25,930) ​ | $(21,315) ​ | $(4,615) | ​ | (21.7)% |
| **​** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| **Adtalem Global Education:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Operating income (GAAP) | ​ | $90,509 ​ | $61,725 ​ | $28,784 | ​ | 46.6% | ​ | $264,617 ​ | $148,531 ​ | $116,086 | ​ | 78.2% |
| Restructuring expense | ​ | ​ 510 ​ | ​ 473 ​ | ​ 37 | ​ | ​ ​ | ​ | ​ 2,926 ​ | ​ 1,217 ​ | ​ 1,709 | ​ | ​ ​ |
| Business integration expense | ​ | ​ — ​ | ​ 18,450 ​ | ​ (18,450) | ​ | ​ ​ | ​ | ​ — ​ | ​ 30,621 ​ | ​ (30,621) | ​ | ​ ​ |
| Amortization of acquired intangible assets | ​ | ​ 2,805 ​ | ​ 8,286 ​ | ​ (5,481) | ​ | ​ ​ | ​ | ​ 8,415 ​ | ​ 28,296 ​ | ​ (19,881) | ​ | ​ ​ |
| Litigation reserve | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ (5,550) ​ | ​ 18,500 ​ | ​ (24,050) | ​ | ​ ​ |
| Asset impairments | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ |
| Strategic advisory costs | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ |
| Loss on assets held for sale | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ — ​ | ​ 647 ​ | ​ (647) | ​ | ​ ​ |
| Debt modification costs | ​ | ​ — ​ | ​ 848 ​ | ​ (848) | ​ | ​ ​ | ​ | ​ 712 ​ | ​ 848 ​ | ​ (136) | ​ | ​ ​ |
| Adjusted operating income (non-GAAP) | ​ | $105,366 ​ | $89,782 ​ | $15,584 | ​ | 17.4% | ​ | $282,662 ​ | $228,660 ​ | $54,002 | ​ | 23.6% |
| Operating margin (GAAP) | ​ | ​ 19.4% | ​ 15.0% | ​ ​ | ​ | ​ ​ | ​ | ​ 19.9% | ​ 12.6% | ​ ​ | ​ | ​ ​ |
| Operating margin (non-GAAP) | ​ | ​ 22.6% | ​ 21.8% | ​ ​ | ​ | ​ ​ | ​ | ​ 21.2% | ​ 19.5% | ​ ​ | ​ | ​ ​ |

Consolidated operating income increased 46.6%, or $28.8 million, to $90.5 million in the third quarter and increased 78.2%, or $116.1 million, to $264.6 million in the first nine months of fiscal year 2025 compared to the prior year periods. The operating income increase in the third quarter of fiscal year 2025 was primarily driven by an increase in revenue and decreases in business integration expense and amortization of acquired intangible assets, 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, the provision for bad debts, and stock-based compensation. The operating income increase in the first nine months of fiscal year 2025 was primarily driven by an increase in revenue and decreases in business integration expense, amortization of acquired intangible assets, and litigation 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, the provision for bad debts, and stock-based compensation. The decreases in amortization of acquired intangible assets are driven by the decreases in amortization relating to the Walden student relationships intangible asset, which was fully amortized as of June 30, 2024. The decrease in litigation reserves includes a $5.6 million receipt in the second quarter of fiscal year 2025 from a claim made for indemnification under the Membership Interest Purchase Agreement with Laureate Education, Inc.

Consolidated adjusted operating income increased 17.4%, or $15.6 million, to $105.4 million in the third quarter and increased 23.6%, or $54.0 million, to $282.7 million in the first nine months of fiscal year 2025 compared to the prior year periods. The adjusted operating income increases in the third quarter and first nine months of fiscal year 2025 were 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 9.6%, or $4.2 million, to $47.5 million in the third quarter and increased 18.9%, or $18.4 million, to $115.7 million in the first nine months of fiscal year 2025 compared to the prior year periods. Segment adjusted operating income increased 9.6%, or $4.1 million, to $47.5 million in the third quarter and increased 20.9%, or $20.3 million, to $117.6 million in the first nine months of fiscal year 2025 compared to the prior year periods. The adjusted operating income increases in the third quarter and first nine months of fiscal year 2025 were 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, and the provision for bad debts.

### Walden

Walden operating income increased 91.6%, or $21.6 million, to $45.2 million in the third quarter and increased 184.2%, or $86.8 million, to $133.9 million in the first nine months of fiscal year 2025 compared to the prior year periods. Segment adjusted operating income increased 50.6%, or $16.1 million, to $48.0 million in the third quarter and increased 46.9%, or $43.7 million, to $136.8 million in the first nine months of fiscal year 2025 compared to the prior year periods. The adjusted operating income increases in the third quarter and first nine months of fiscal year 2025 were primarily driven by an increase in revenue, partially offset by increases in labor and other costs to support increased enrollment, marketing expense, and investments to support growth initiatives.

### Medical and Veterinary

Medical and Veterinary operating income decreased 21.8%, or $5.0 million, to $17.8 million in the third quarter and decreased 8.8%, or $5.2 million, to $53.9 million in the first nine months of fiscal year 2025 compared to the prior year periods. Segment adjusted operating income decreased 21.9%, or $5.0 million, to $17.9 million in the third quarter and decreased 9.0%, or $5.4 million, to $54.2 million in the first nine months of fiscal year 2025 compared to the prior year periods. The adjusted operating income decreases in the third quarter and first nine months of fiscal year 2025 were primarily driven by increases in investments to support initiatives to drive future growth, investments in academic support, and the provision for bad debts, partially offset by increases in revenue.

### Interest Expense

Interest expense in the third quarter and first nine months of fiscal year 2025 was $13.1 million and $41.5 million, respectively, compared to $16.6 million and $48.9 million in the prior year periods. The interest expense decreases in the third quarter and first nine months of fiscal year 2025 was primarily driven by lower interest expense on our Term Loan B due to decreased borrowings and a lower interest rate (as discussed in Note 13 “Debt” to the Consolidated Financial Statements).

### Other Income, Net

Other income, net in the third quarter and first nine months of fiscal year 2025 was income of $1.9 million and income of $6.8 million, respectively, compared to income of $2.9 million and income of $8.6 million in the prior year periods. These decreases were primarily driven by decreases in interest income and investment income.

### Provision for Income Taxes

Our effective income tax rate 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, changes in uncertain tax positions, and tax benefits on stock-based compensation awards.

Our effective tax rate from continuing operations was 23.4% and 22.5% in the three and nine months ended March 31, 2025, respectively, and 22.1% and 19.5% in the three and nine months ended March 31, 2024, respectively. The effective tax rate for the three and nine months ended March 31, 2025 increased compared to the prior year periods 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.

### Discontinued Operations

We had income from discontinued operations in the third quarter of fiscal year 2025 of $0.04 million and income of $4.6 million in the first nine months of fiscal year 2025, compared to a loss in the third quarter of fiscal year 2024 of $0.6 million and income of $0.2 million in the first nine months of fiscal year 2024. We recorded income within discontinued operations related to the DeVry University earn-out of $7.0 million and $5.5 million in the first nine months of fiscal year 2025 and 2024, respectively. In addition, we continue to incur costs associated with ongoing litigation and settlements related to divestitures, which are classified as expenses within discontinued operations.

### Financial Aid

Like other higher education institutions, Adtalem’s institutions 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. 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” in our 2024 Form 10-K.

### 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.

### Financial Responsibility

Institutions must pass a U.S. Department of Education (“ED”) financial responsibility test, 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 annual 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. A score less than 1.5 but greater than or equal to 1.0 is considered financially responsible but requires additional oversight. For example, an institution with a score in this range 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. A letter of credit in the amount of $157.9 million, representing 10% of the consolidated Title IV funds Adtalem’s institutions received during fiscal year 2022, was delivered to ED on November 1, 2023 with an expiration date of December 31, 2024. On December 3, 2024, ED requested Adtalem amend the letter of credit to $179.0 million, representing 10% of the consolidated Title IV funds Adtalem’s institutions received during fiscal year 2024 with an expiration date of January 31, 2026. As requested, Adtalem delivered this amended letter of credit to ED on December 13, 2024. Adtalem satisfied this request by securing a $99.0 million letter of credit under its Revolver and an $80.0 million surety-backed letter of credit. In February 2025, Adtalem replaced the $99.0 million letter of credit under its Revolver with a $99.0 million surety-backed letter of credit. Management does not believe these conditions will have a material adverse effect on Adtalem’s operations.

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 (“PPA”)

All institutions must apply periodically to ED 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.

ED approved Walden’s change in ownership application and issued Walden a provisional PPA through June 30, 2025, with its application for PPA recertification due March 31, 2025. A complete application for Walden’s PPA recertification has been timely submitted to ED.

ED provisionally recertified AUC and RUSM’s Title IV PPAs through March 31, 2025. Complete applications for AUC and RUSM’s PPA recertification have been timely submitted to ED. ED has provisionally recertified RUSVM’s Title IV PPA through March 31, 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 described above.

Walden, AUC, RUSM, and 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. With the approval of its change in ownership, Walden has the ability to request ED approval for new programs.

As of March 31, 2025, Adtalem had $179.0 million of letters of credit outstanding in favor of ED. See “Off-Balance Sheet Arrangements” in Note 13 “Debt” to the Consolidated Financial Statements for additional 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 September 30, 2025.

### 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.

| ​ ​ ​ ​ ​ ​ | ​ ​ 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% |

### 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 $219.0 million and $219.3 million as of March 31, 2025 and June 30, 2024, respectively, included cash and cash equivalents held at Adtalem’s international operations of $4.1 million and $4.6 million as of March 31, 2025 and June 30, 2024, respectively, which is available to Adtalem for general corporate purposes.

### Cash Flow Summary

### Operating Activities

Net cash provided by operating activities from continuing operations in the nine months ended March 31, 2025 increased $46.7 million to $273.8 million, compared to $227.1 million in the prior year period. This increase was driven by a $116.1 million increase in operating income primarily due to increased revenue from students. The increase in cash provided by operating activities from continuing operations was partially offset by a $22.9 million increase in net legal settlement payments, a $20.3 million increase in management incentive bonus payments, and a $35.2 million increase in payments to vendors.

### Investing Activities

Net cash used in investing activities in the nine months ended March 31, 2025 and 2024 was $30.3 million and $32.2 million, respectively, and was primarily driven by capital expenditures of $31.3 million and $32.3 million, respectively. The capital expenditures in fiscal year 2025 primarily consisted of spending for information technology investments and Chamberlain’s campus development. For the remainder of fiscal year 2025, we expect capital spending on information technology, new campus development at Chamberlain, and facility improvements at the medical and veterinary schools. Management anticipates full fiscal year 2025 capital spending to be in the $40 to $50 million range. The source of funds for this capital spending will be from operations or the Credit Facility (as defined and discussed in Note 13 “Debt” to the Consolidated Financial Statements).

### Financing Activities

Net cash used in financing activities in the nine months ended March 31, 2025 and 2024 was $248.0 million and $291.1 million, respectively, and was primarily driven by share repurchases of $146.4 million and $250.5 million, respectively, and net long-term debt repayments of $100.0 million and $50.0 million, respectively.

On March 1, 2022, we announced that the Board authorized Adtalem’s thirteenth share repurchase program, which allowed 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 March 31, 2025, $62.5 million of authorized share repurchases were remaining under the fourteenth share repurchase program. 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. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors. See Note 14 “Share Repurchases” to the Consolidated Financial Statements for additional information on our share repurchase programs.

On March 1, 2021, we issued $800.0 million aggregate principal amount of 5.50% Senior Secured Notes due 2028 (the “Notes”), which mature on March 1, 2028. On August 12, 2021, Adtalem entered into its new credit agreement (the “Credit Agreement”) that provides for (1) a $850.0 million senior secured term loan (“Term Loan B”) with a maturity date of August 12, 2028 and (2) a $400.0 million senior secured revolving loan facility (“Revolver”) with a maturity date of August 12, 2026. We refer to the Term Loan B and Revolver collectively as the “Credit Facility.” As of March 31, 2025, the principal balance of the Notes and Term Loan B was $405.0 million and $153.3 million, respectively. See Note 13 “Debt” to the Consolidated Financial Statements for additional information on the Notes and our Credit Agreement.

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 $400.0 million as of March 31, 2025.

### Material Cash Requirements

*Long-Term Debt –* As of March 31, 2025, we have principal balances of $405.0 million of Notes and $153.3 million of Term Loan B, which requires interest payments. With previous Term Loan B prepayments, we are no longer required to make quarterly principal installment payments on the Term Loan B. See Note 13 “Debt” to the Consolidated Financial Statements for additional information on the Notes and our Credit Agreement.

As of March 31, 2025, Adtalem had $179.0 million of letters of credit outstanding in favor of ED. See “Off-Balance Sheet Arrangements” in Note 13 “Debt” to the Consolidated Financial Statements for additional information.

Many states require private-sector postsecondary education institutions to post surety bonds for licensure. In the U.S., Adtalem has posted $66.5 million of surety bonds as of March 31, 2025 with regulatory authorities on behalf of Chamberlain, Walden, AUC, RUSM, and RUSVM.

*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 for additional information on our lease agreements.

### Critical Accounting Estimates

There have been no material changes in our critical accounting estimates as disclosed in our 2024 Form 10-K.

### Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements.

### Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. 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,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “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 risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our 2024 Form 10-K and that might be contained in this Quarterly Report on Form 10-Q, which should be read in conjunction with the forward-looking statements in this Quarterly Report on Form 10-Q. These 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.

### 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 Quarterly Report on Form 10-Q:

*Adjusted net income (most comparable GAAP measure: net income) –* Measure of Adtalem’s net income adjusted for restructuring expense, business integration expense, amortization of acquired intangible assets, write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, debt modification costs, strategic advisory costs, 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 integration expense, amortization of acquired intangible assets, write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, debt modification costs, strategic advisory costs, 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 integration expense, amortization of acquired intangible assets, litigation reserve, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs. This measure is applied on a consolidated and segment basis, depending on the context of the discussion.

*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 integration expense, litigation reserve, asset impairments, strategic advisory costs, loss on assets held for sale, and debt modification costs. This measure is applied on a consolidated and segment basis, depending on the context of the discussion. 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 operating income.

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

- Restructuring expense primarily related to workforce reductions, costs to exit certain course 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 integration expense 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 integration expense.
- Amortization of acquired intangible assets.
- Amortization of cloud computing implementation assets.
- Write-off of debt discount and issuance costs related to prepayments of debt, reserves related to significant litigation, asset impairments related to adjusting certain operating lease assets and property and equipment as a result of adjusting carrying values to fair values, loss 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.
- Strategic advisory costs related to expanding capabilities and bringing new capacities to market to further enhance our strategic position. We do not include normal, recurring, cash operating expenses in our strategic advisory costs.
- (Income) loss from discontinued operations includes expense from ongoing litigation costs and settlements related to divestitures and the earn-outs we received.

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.

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

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2025 | ​ ​ | ​ ​ 2024 | ​ ​ ​ ​ | ​ ​ Nine Months Ended March 31, 2025 | ​ ​ | ​ ​ 2024 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (GAAP) | ​ | $60,832 | ​ | $36,821 | ​ | $182,853 | ​ | $87,358 |
| Restructuring expense | ​ | ​ 510 | ​ | ​ 473 | ​ | ​ 2,926 | ​ | ​ 1,217 |
| Business integration expense | ​ | ​ — | ​ | ​ 18,450 | ​ | ​ — | ​ | ​ 30,621 |
| Amortization of acquired intangible assets | ​ | ​ 2,805 | ​ | ​ 8,286 | ​ | ​ 8,415 | ​ | ​ 28,296 |
| Write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs | ​ | ​ 8,180 | ​ | ​ 1,961 | ​ | ​ 3,342 | ​ | ​ 21,108 |
| Strategic advisory costs | ​ | ​ 5,100 | ​ | ​ — | ​ | ​ 5,100 | ​ | ​ — |
| Income tax impact on non-GAAP adjustments (1) | ​ | ​ (4,134) | ​ | ​ (7,260) | ​ | ​ (4,821) | ​ | ​ (19,355) |
| (Income) loss from discontinued operations | ​ | ​ (38) | ​ | ​ 620 | ​ | ​ (4,638) | ​ | ​ (245) |
| Adjusted net income (non-GAAP) | ​ | $73,255 | ​ | $59,351 | ​ | $193,177 | ​ | $149,000 |

(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):

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2025 | ​ ​ | ​ ​ 2024 | ​ ​ ​ ​ | ​ ​ Nine Months Ended March 31, 2025 | ​ ​ | ​ ​ 2024 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Diluted earnings per share (GAAP) | ​ | $1.59 | ​ | $0.93 | ​ | $4.74 | ​ | $2.14 |
| Effect on diluted earnings per share: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Restructuring expense | ​ | ​ 0.01 | ​ | ​ 0.01 | ​ | ​ 0.08 | ​ | ​ 0.03 |
| Business integration expense | ​ | ​ - | ​ | ​ 0.47 | ​ | ​ - | ​ | ​ 0.75 |
| Amortization of acquired intangible assets | ​ | ​ 0.07 | ​ | ​ 0.21 | ​ | ​ 0.22 | ​ | ​ 0.69 |
| Write-off of debt discount and issuance costs, litigation reserve, asset impairments, loss on assets held for sale, and debt modification costs | ​ | ​ 0.21 | ​ | ​ 0.05 | ​ | ​ 0.09 | ​ | ​ 0.52 |
| Strategic advisory costs | ​ | ​ 0.13 | ​ | ​ - | ​ | ​ 0.13 | ​ | ​ - |
| Income tax impact on non-GAAP adjustments (1) | ​ | ​ (0.11) | ​ | ​ (0.18) | ​ | ​ (0.12) | ​ | ​ (0.47) |
| (Income) loss from discontinued operations | ​ | ​ (0.00) | ​ | ​ 0.02 | ​ | ​ (0.12) | ​ | ​ (0.01) |
| Adjusted earnings per share (non-GAAP) | ​ | $1.92 | ​ | $1.50 | ​ | $5.01 | ​ | $3.65 |
| Diluted shares used in non-GAAP EPS calculation | ​ | ​ 38,233 | ​ | ​ 39,636 | ​ | ​ 38,583 | ​ | ​ 40,874 |

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

### Reconciliation to adjusted EBITDA (in thousands):

| ​ ​ ​ ​ ​ Chamberlain: | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ | ​ ​ Increase/(Decrease) $​% ​ ​ | ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ Nine Months Ended March 31, ​ ​ ​ 2025 ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ | ​ ​ Increase/(Decrease) $​% ​ ​ | ​ ​ | ​ ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income (GAAP) | ​ | $47,516 ​ | $43,349 ​ | $4,167 | ​ | 9.6% | ​ | $115,716 ​ | $97,313 ​ | $18,403 | ​ | 18.9% |
| Restructuring expense | ​ | ​ (23) ​ | ​ — ​ | ​ (23) | ​ | ​ ​ | ​ | ​ 1,912 ​ | ​ — ​ | ​ 1,912 | ​ | ​ ​ |
| Depreciation | ​ | ​ 5,350 ​ | ​ 4,938 ​ | ​ 412 | ​ | ​ ​ | ​ | ​ 16,184 ​ | ​ 13,840 ​ | ​ 2,344 | ​ | ​ ​ |
| Amortization of cloud computing implementation assets | ​ | ​ 786 ​ | ​ 374 ​ | ​ 412 | ​ | ​ ​ | ​ | ​ 2,253 ​ | ​ 950 ​ | ​ 1,303 | ​ | ​ ​ |
| Stock-based compensation | ​ | ​ 3,178 ​ | ​ 1,795 ​ | ​ 1,383 | ​ | ​ ​ | ​ | ​ 10,290 ​ | ​ 6,791 ​ | ​ 3,499 | ​ | ​ ​ |
| Adjusted EBITDA (non-GAAP) | ​ | $56,807 ​ | $50,456 ​ | $6,351 | ​ | 12.6% | ​ | $146,355 ​ | $118,894 ​ | $27,461 | ​ | 23.1% |
| Adjusted EBITDA margin (non-GAAP) | ​ | ​ 29.5% | ​ 29.6% | ​ ​ | ​ | ​ ​ | ​ | ​ 27.0% | ​ 25.5% | ​ ​ | ​ | ​ ​ |
| **Walden:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Operating income (GAAP) | ​ | $45,194 ​ | $23,585 ​ | $21,609 | ​ | 91.6% | ​ | $133,929 ​ | $47,121 ​ | $86,808 | ​ | 184.2% |
| Restructuring expense | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ — ​ | ​ (776) ​ | ​ 776 | ​ | ​ ​ |
| Amortization of acquired intangible assets | ​ | ​ 2,805 ​ | ​ 8,286 ​ | ​ (5,481) | ​ | ​ ​ | ​ | ​ 8,415 ​ | ​ 28,296 ​ | ​ (19,881) | ​ | ​ ​ |
| Litigation reserve | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ (5,550) ​ | ​ 18,500 ​ | ​ (24,050) | ​ | ​ ​ |
| Depreciation | ​ | ​ 1,951 ​ | ​ 1,835 ​ | ​ 116 | ​ | ​ ​ | ​ | ​ 5,428 ​ | ​ 5,735 ​ | ​ (307) | ​ | ​ ​ |
| Amortization of cloud computing implementation assets | ​ | ​ 763 ​ | ​ 379 ​ | ​ 384 | ​ | ​ ​ | ​ | ​ 2,242 ​ | ​ 946 ​ | ​ 1,296 | ​ | ​ ​ |
| Stock-based compensation | ​ | ​ 3,288 ​ | ​ 1,770 ​ | ​ 1,518 | ​ | ​ ​ | ​ | ​ 9,354 ​ | ​ 5,822 ​ | ​ 3,532 | ​ | ​ ​ |
| Adjusted EBITDA (non-GAAP) | ​ | $54,001 ​ | $35,855 ​ | $18,146 | ​ | 50.6% | ​ | $153,818 ​ | $105,644 ​ | $48,174 | ​ | 45.6% |
| Adjusted EBITDA margin (non-GAAP) | ​ | ​ 30.3% | ​ 23.8% | ​ ​ | ​ | ​ ​ | ​ | ​ 30.1% | ​ 24.1% | ​ ​ | ​ | ​ ​ |
| **Medical and Veterinary:** | **​** | **​** **​** **​** | **​** **​** **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** **​** | **​** **​** **​** | **​** **​** | **​** | ​ **​** |
| Operating income (GAAP) | ​ | $17,800 ​ | $22,759 ​ | $(4,959) | ​ | (21.8)% | ​ | $53,934 ​ | $59,142 ​ | $(5,208) | ​ | (8.8)% |
| Restructuring expense | ​ | ​ 121 ​ | ​ 194 ​ | ​ (73) | ​ | ​ ​ | ​ | ​ 236 ​ | ​ 379 ​ | ​ (143) | ​ | ​ ​ |
| Depreciation | ​ | ​ 2,785 ​ | ​ 3,033 ​ | ​ (248) | ​ | ​ ​ | ​ | ​ 8,098 ​ | ​ 8,897 ​ | ​ (799) | ​ | ​ ​ |
| Amortization of cloud computing implementation assets | ​ | ​ 304 ​ | ​ 141 ​ | ​ 163 | ​ | ​ ​ | ​ | ​ 902 ​ | ​ 331 ​ | ​ 571 | ​ | ​ ​ |
| Stock-based compensation | ​ | ​ 1,848 ​ | ​ 851 ​ | ​ 997 | ​ | ​ ​ | ​ | ​ 5,613 ​ | ​ 3,687 ​ | ​ 1,926 | ​ | ​ ​ |
| Adjusted EBITDA (non-GAAP) | ​ | $22,858 ​ | $26,978 ​ | $(4,120) | ​ | (15.3)% | ​ | $68,783 ​ | $72,436 ​ | $(3,653) | ​ | (5.0)% |
| Adjusted EBITDA margin (non-GAAP) | ​ | ​ 24.0% | ​ 29.4% | ​ ​ | ​ | ​ ​ | ​ | ​ 24.7% | ​ 26.9% | ​ ​ | ​ | ​ ​ |
| **Home Office:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Operating loss (GAAP) | ​ | $(20,001) ​ | $(27,968) ​ | $7,967 | ​ | 28.5% | ​ | $(38,962) ​ | $(55,045) ​ | $16,083 | ​ | 29.2% |
| Restructuring expense | ​ | ​ 412 ​ | ​ 279 ​ | ​ 133 | ​ | ​ ​ | ​ | ​ 778 ​ | ​ 1,614 ​ | ​ (836) | ​ | ​ ​ |
| Business integration expense | ​ | ​ — ​ | ​ 18,450 ​ | ​ (18,450) | ​ | ​ ​ | ​ | ​ — ​ | ​ 30,621 ​ | ​ (30,621) | ​ | ​ ​ |
| Asset impairments | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ |
| Strategic advisory costs | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ |
| Loss on assets held for sale | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ — ​ | ​ 647 ​ | ​ (647) | ​ | ​ ​ |
| Debt modification costs | ​ | ​ — ​ | ​ 848 ​ | ​ (848) | ​ | ​ ​ | ​ | ​ 712 ​ | ​ 848 ​ | ​ (136) | ​ | ​ ​ |
| Depreciation | ​ | ​ 188 ​ | ​ 692 ​ | ​ (504) | ​ | ​ ​ | ​ | ​ 557 ​ | ​ 1,407 ​ | ​ (850) | ​ | ​ ​ |
| Stock-based compensation | ​ | ​ 1,949 ​ | ​ 1,484 ​ | ​ 465 | ​ | ​ ​ | ​ | ​ 5,924 ​ | ​ 3,105 ​ | ​ 2,819 | ​ | ​ ​ |
| Adjusted EBITDA (non-GAAP) | ​ | $(5,910) ​ | $(6,215) ​ | $305 | ​ | 4.9% | ​ | $(19,449) ​ | $(16,803) ​ | $(2,646) | ​ | (15.7)% |
| **Adtalem Global Education:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Net income (GAAP) | ​ | $60,832 ​ | $36,821 ​ | $24,011 | ​ | 65.2% | ​ | $182,853 ​ | $87,358 ​ | $95,495 | ​ | 109.3% |
| (Income) loss from discontinued operations | ​ | ​ (38) ​ | ​ 620 ​ | ​ (658) | ​ | ​ ​ | ​ | ​ (4,638) ​ | ​ (245) ​ | ​ (4,393) | ​ | ​ ​ |
| Interest expense | ​ | ​ 13,074 ​ | ​ 16,560 ​ | ​ (3,486) | ​ | ​ ​ | ​ | ​ 41,465 ​ | ​ 48,910 ​ | ​ (7,445) | ​ | ​ ​ |
| Other income, net | ​ | ​ (1,898) ​ | ​ (2,871) ​ | ​ 973 | ​ | ​ ​ | ​ | ​ (6,779) ​ | ​ (8,648) ​ | ​ 1,869 | ​ | ​ ​ |
| Provision for income taxes | ​ | ​ 18,539 ​ | ​ 10,595 ​ | ​ 7,944 | ​ | ​ ​ | ​ | ​ 51,716 ​ | ​ 21,156 ​ | ​ 30,560 | ​ | ​ ​ |
| Operating income (GAAP) | ​ | ​ 90,509 ​ | ​ 61,725 ​ | ​ 28,784 | ​ | ​ ​ | ​ | ​ 264,617 ​ | ​ 148,531 ​ | ​ 116,086 | ​ | ​ ​ |
| Depreciation and amortization | ​ | ​ 14,932 ​ | ​ 19,678 ​ | ​ (4,746) | ​ | ​ ​ | ​ | ​ 44,079 ​ | ​ 60,402 ​ | ​ (16,323) | ​ | ​ ​ |
| Stock-based compensation | ​ | ​ 10,263 ​ | ​ 5,900 ​ | ​ 4,363 | ​ | ​ ​ | ​ | ​ 31,181 ​ | ​ 19,405 ​ | ​ 11,776 | ​ | ​ ​ |
| Restructuring expense | ​ | ​ 510 ​ | ​ 473 ​ | ​ 37 | ​ | ​ ​ | ​ | ​ 2,926 ​ | ​ 1,217 ​ | ​ 1,709 | ​ | ​ ​ |
| Business integration expense | ​ | ​ — ​ | ​ 18,450 ​ | ​ (18,450) | ​ | ​ ​ | ​ | ​ — ​ | ​ 30,621 ​ | ​ (30,621) | ​ | ​ ​ |
| Litigation reserve | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ (5,550) ​ | ​ 18,500 ​ | ​ (24,050) | ​ | ​ ​ |
| Asset impairments | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ | ​ | ​ 6,442 ​ | ​ — ​ | ​ 6,442 | ​ | ​ ​ |
| Strategic advisory costs | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ | ​ | ​ 5,100 ​ | ​ — ​ | ​ 5,100 | ​ | ​ ​ |
| Loss on assets held for sale | ​ | ​ — ​ | ​ — ​ | ​ — | ​ | ​ ​ | ​ | ​ — ​ | ​ 647 ​ | ​ (647) | ​ | ​ ​ |
| Debt modification costs | ​ | ​ — ​ | ​ 848 ​ | ​ (848) | ​ | ​ ​ | ​ | ​ 712 ​ | ​ 848 ​ | ​ (136) | ​ | ​ ​ |
| Adjusted EBITDA (non-GAAP) | ​ | $127,756 ​ | $107,074 ​ | $20,682 | ​ | 19.3% | ​ | $349,507 ​ | $280,171 ​ | $69,336 | ​ | 24.7% |
| Adjusted EBITDA margin (non-GAAP) | ​ | ​ 27.4% | ​ 25.9% | ​ ​ | ​ | ​ ​ | ​ | ​ 26.3% | ​ 23.8% | ​ ​ | ​ | ​ ​ |

## Market risk

As filed, 245 characters.

There have been no material changes in Adtalem’s market risk exposure during the first nine months of fiscal year 2025 from those set forth in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in our 2024 Form 10-K.

## Controls and procedures

As filed, 849 characters.

### Evaluation of Disclosure Controls and Procedures

Based on an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) that was conducted under the supervision and with the participation of Adtalem’s management, including our Chief Executive Officer and Chief Financial Officer, our Chief Executive Officer and Chief Financial Officer concluded that Adtalem’s disclosure controls and procedures were effective as of March 31, 2025.

### Changes in Internal Control over Financial Reporting

There were no changes during the third quarter of fiscal year 2025 in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

## Risk factors

As filed, 145 characters.

There have been no material changes to Adtalem’s risk factors from those set forth since Item 1A. “Risk Factors” contained in our 2024 Form 10-K.

Filed May 8, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-006986. Last ingested by Listed: Nov 4, 2026, 17:16 ET. No prices; not investment advice.