LAUREATE EDUCATION, INC.LAUR
LAUREATE EDUCATION, INC. Stock Compensation Disclosure
Share-based Compensation and Equity
The Company recorded share-based compensation expense for restricted stock unit awards of $13,342, $7,843 and $7,114 for the years ended December 31, 2025, 2024 and 2023, respectively.
2013 Long-Term Incentive Plan
On June 13, 2013, the Board approved the Laureate Education, Inc. 2013 Long-Term Incentive Plan (2013 Plan). The 2013 Plan became effective in June 2013, following approval by the stockholders of Laureate. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, unrestricted common stock or restricted stock, unrestricted stock units or restricted stock units, and other stock-based awards, to eligible individuals on the terms and subject to the conditions set forth in the 2013 Plan. As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan were 7,521. In September 2015, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 1,219, and in December 2016, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 3,884. Shares that are forfeited, terminated, canceled, allowed to expire unexercised, withheld to satisfy tax withholding, or repurchased are available for re-issuance. Any awards that have not vested upon termination of employment for any reason are forfeited. Holders of restricted stock shall have all of the rights of a stockholder of common stock including, without limitation, the right to vote and the right to receive dividends. However, dividends declared payable on performance-based restricted stock shall be subjected to forfeiture at least until achievement of the applicable performance target related to such shares of restricted stock. Any accrued but unpaid dividends on unvested restricted stock shall be forfeited upon termination of employment. Holders of stock units do not have any rights of a stockholder of common stock and are not entitled to receive dividends. All awards outstanding under the 2013 Plan terminate upon the liquidation, dissolution or winding up of Laureate.
Stock options, stock appreciation rights and restricted stock units granted under the 2013 Plan have provisions for accelerated vesting if there is a change in control of Laureate. As defined in the 2013 Plan, a change in control means the first of the following to occur: (i) a change in ownership of Laureate or Wengen or (ii) a change in the ownership of assets of Laureate. A change in ownership of Laureate or Wengen shall occur on the date that more than 50% of the total voting power of the capital stock of Laureate is sold or more than 50% of the partnership interests of Wengen is sold in a single or a series of related transactions. A change in the ownership of assets of Laureate would occur if 80% or more of the total gross fair market value of all of the assets of Laureate are sold during a 12-month period. The gross fair market value of Laureate is determined without regard to any liabilities associated with such assets. Upon consummation of the change in control and an employee’s “qualifying termination” (as defined in the employee's award agreement): (a) those time-based stock options and stock appreciation rights that would have vested and become exercisable on or prior to the third anniversary of the effective time of change in control would become fully vested and immediately exercisable; (b) those performance-based stock options and stock appreciation rights that would have vested and become exercisable had Laureate achieved the performance targets in the fiscal years ending coincident with or immediately subsequent to the effective time of such change in control, excluding the portion of awards that would have vested only pursuant to any catch-up provisions, would become fully vested and immediately exercisable; (c) those time-based restricted stock awards that would have become vested and free of forfeiture risk and lapse restriction on or prior to the third anniversary of the effective time of such change in control would become fully vested and immediately exercisable; (d) those performance-based restricted stock awards that would have vested and become free of
forfeiture risk and lapse restrictions had Laureate achieved the target performance in the fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become fully vested and immediately exercisable; (e) those time-based restricted stock units that would have become vested or earned on or prior to the third anniversary of the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable; and (f) those performance-based restricted stock units, performance shares and performance units that would have become vested or earned had Laureate achieved the target performance in the fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable. After giving effect to the foregoing change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration.
Stock Options Under 2013 Plan
Stock option awards under the 2013 Plan generally have a contractual term of 10 years and were granted with an exercise price equal to or greater than the fair market value of Laureate’s stock at the date of grant. These options typically vest over a period of or three years. There were no stock options granted in 2025, 2024 and 2023. The performance options previously granted under the 2013 Plan were eligible for vesting based on achieving annual predetermined equity value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee.
Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. For time options, expense is recognized ratably over the five-year or three-year vesting period. For performance options, expense is recognized under a graded expense attribution method, to the extent that it is probable that the stated annual earnings target will be achieved and options will vest for any year. We assess the probability of each option tranche vesting throughout the life of each grant. As of December 31, 2025 and 2024, all outstanding stock option awards that were granted under the 2013 Plan were fully vested.
Amendment to 2013 Long-Term Incentive Plan
On June 19, 2017, the Board approved, subject to stockholder approval, an amendment and restatement of the 2013 Plan. Among other things, the amendment (i) increases the number of shares of common stock that may be issued pursuant to awards under the 2013 Plan to 14,714; (ii) adds performance metrics, the ability to grant cash awards, and annual limits on grants, intended to qualify awards as performance-based awards that are not subject to certain limits on tax deductibility of compensation payable to certain executives; and (iii) extends the term of the 2013 Plan to June 18, 2027, the day before the 10th anniversary of the date of adoption of the amendment. On June 19, 2017, the holder of the majority of the voting power of the Company's outstanding stock at the time approved by written consent the amended and restated 2013 Plan and it became effective.
Stock Option Activity
The following tables summarize the stock option activity and the assumptions used to record the related share-based compensation expense for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||||||||||||||||||||||||
| Outstanding at January 1 | 319 | $ | 5.62 | $ | 4,037 | 363 | $ | 5.74 | $ | 2,890 | 559 | $ | 7.00 | $ | 1,461 | |||||||||||||||||||||||
| Granted | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Exercised | (21) | 7.03 | 309 | (44) | 6.58 | 432 | (194) | 8.00 | 1,044 | |||||||||||||||||||||||||||||
| Forfeited or expired | — | — | (2) | 8.34 | ||||||||||||||||||||||||||||||||||
| Outstanding at December 31 | 298 | 5.52 | 8,376 | 319 | 5.62 | 4,037 | 363 | 5.74 | 2,890 | |||||||||||||||||||||||||||||
| Exercisable at December 31 | 298 | 5.52 | 8,376 | 319 | 5.62 | 4,037 | 363 | 5.74 | 2,890 | |||||||||||||||||||||||||||||
| Vested and expected to vest | 298 | 5.52 | 8,376 | 319 | 5.62 | 4,037 | 363 | 5.74 | 2,890 | |||||||||||||||||||||||||||||
| Options Outstanding | Options Exercisable | Assumption Range(1) | |||||||||||||||||||||||||||
| Exercise Prices | Number of Shares | Weighted Average Remaining Contractual Terms (Years) | Number of Shares | Weighted Average Remaining Contractual Terms (Years) | Risk-Free Interest Rate | Expected Terms in Years | Expected Volatility | ||||||||||||||||||||||
| Year Ended December 31, 2025 | |||||||||||||||||||||||||||||
$4.17 - $8.09 | 298 | 2.41 | 298 | 2.41 | 1.45% - 2.68% | 4.78 - 5.91 | 36.40% - 57.25% | ||||||||||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||||||||||||||||
$4.17 - $8.09 | 319 | 3.26 | 319 | 3.26 | 1.45% - 2.68% | 4.31 -6.41 | 36.40% - 57.25% | ||||||||||||||||||||||
| Year Ended December 31, 2023 | |||||||||||||||||||||||||||||
$4.17 - $8.09 | 363 | 3.98 | 363 | 3.98 | 1.45% - 3.05% | 3.74 - 7.12 | 36.40% - 58.84% | ||||||||||||||||||||||
(1) The expected dividend yield is zero for all options in all years.
As noted above, no stock options were granted in 2025, 2024 or 2023.
As of December 31, 2025, Laureate had no unrecognized share-based compensation costs related to stock options outstanding.
Non-Vested Restricted Stock and Restricted Stock Units
The following table summarizes the non-vested restricted stock and restricted stock units activity for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||
| Non-vested at January 1 | 1,119 | $ | 13.10 | 806 | $ | 11.43 | 660 | $ | 12.92 | |||||||||||||||||||||||||||||
| Granted | 760 | 19.47 | 960 | 13.97 | 712 | 10.99 | ||||||||||||||||||||||||||||||||
| Vested | (659) | 14.56 | (568) | 12.42 | (519) | 12.72 | ||||||||||||||||||||||||||||||||
| Forfeited | (79) | 15.10 | (79) | 11.49 | (47) | 11.51 | ||||||||||||||||||||||||||||||||
| Non-vested at December 31 | 1,141 | 16.37 | 1,119 | 13.10 | 806 | 11.43 | ||||||||||||||||||||||||||||||||
Restricted stock units granted under the 2013 Plan during the years ended December 31, 2025, 2024 and 2023 consisted of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) with vesting periods over three
years. PSUs are eligible to vest annually upon the Board's determination that the annual performance targets are met. The vesting percentage for PSUs is based on Laureate's attainment of a performance target or targets.
The fair value of the non-vested restricted stock awards in the table above is measured using the fair value of Laureate’s common stock on the date of grant or the most recent modification date, whichever is later.
As of December 31, 2025, unrecognized share-based compensation expense related to non-vested restricted stock and restricted stock unit awards was $11,833. Of the total unrecognized cost, $8,930 relates to time-based RSUs and $2,903 relates to PSUs. This unrecognized expense for time-based restricted stock and restricted stock units will be recognized over a weighted-average expense period of 1.3 years.
Other Stockholders' Equity Transactions
On May 24, 2023, the Company’s Board of Directors approved the retirement of all outstanding shares of treasury stock, which totaled 73,766 shares. The Company recorded the purchases of treasury stock at cost as a separate component within stockholders’ equity in the Consolidated Balance Sheets. Upon retirement of the treasury stock, the Company allocated the excess of the purchase price over par value to additional paid-in capital, subject to certain limitations. Following this retirement of treasury stock on May 24, 2023, all shares repurchased under the Company's stock repurchase programs are immediately retired. Upon retirement of repurchased stock, the excess of the purchase price plus excise tax over par value is allocated to additional paid-in capital, subject to certain limitations. Any remainder is allocated to retained earnings to the extent that positive retained earnings exist.
Stock Repurchases
Repurchases Pursuant to Authorized Repurchase Program Announced in February 2024
On February 22, 2024, the Company announced that its Board of Directors had approved a stock repurchase program to acquire up to $100,000 of the Company’s common stock.
On March 5, 2024, the Company entered into a stock purchase agreement with each of ILM Investments Limited Partnership, Torreal Sociedad de Capital Riesgo S.A., Pedro del Corro García-Lomas, a member of Laureate’s Board of Directors, Ana Gómez Cuesta and José Diaz-Rato Revuelta (together, the Torreal Sellers), pursuant to which the Company purchased an aggregate of 2,607 shares of its common stock from the Torreal Sellers at a purchase price of $12.62 per share for an aggregate purchase price of $32,894.
On May 6, 2024, the Company entered into a stock purchase agreement with each of Snow Phipps Group, LLC, Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P. and SPG Co-Investment, L.P. (together, the Snow Phipps Sellers), pursuant to which the Company purchased an aggregate of 2,115 shares of its common stock from the Snow Phipps Sellers at a purchase price of $14.64 per share for an aggregate purchase price of $30,958.
During the second and third quarters of 2024, the Company repurchased 546 shares and 1,895 shares, respectively, of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), for total open market repurchases of approximately $36,148 that reached the total authorized limit of $100,000.
Repurchases Pursuant to Authorized Repurchase Program Announced in September 2024
On September 13, 2024, the Company announced that its Board of Directors had approved a new stock repurchase program to acquire up to $100,000 of the Company’s common stock. During the fourth quarter of 2024, the Company repurchased 113 shares of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Exchange Act, for total open market repurchases of
approximately $2,024. On October 30, 2025, the Company announced that its Board of Directors had approved a $150,000 increase to the authorization for the Company’s stock repurchase program.
On March 13, 2025, the Company entered into a stock purchase agreement with each of Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P. and SPG Co-Investment, L.P., pursuant to which the Company purchased an aggregate of 521 shares of its common stock at a purchase price of $17.47 per share for an aggregate purchase price of $9,101.
Additionally, during the year ended December 31, 2025, the Company repurchased 7,833 shares of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Exchange Act, for total open market repurchases of approximately $207,970.
As of December 31, 2025, the dollar value of shares yet to be repurchased under this stock repurchase program was $30,905. On February 19, 2026, the Company announced that its Board of Directors had approved an additional $150,000 increase to the existing authorization for the Company’s stock repurchase program. After giving effect to this new authorization and taking into account the cumulative repurchases through December 31, 2025, the Company may repurchase up to $180,905 of its common stock under its stock repurchase program, which has no fixed expiration date. The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility. The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Exchange Act. Repurchases may be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.
Dividends and Distributions
2023 Special Dividend
On October 30, 2023, the Board of Directors of the Company approved the payment of a special cash dividend (the 2023 Special Dividend) equal to $0.70 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on November 15, 2023. The 2023 Special Dividend was paid on November 30, 2023, for an aggregate amount of $110,160.
In connection with the 2023 Special Dividend, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. Upon payment of the 2023 Special Dividend, the exercise price of the Company’s stock options was reduced by $0.70 per share, and holders of restricted and performance stock units received an amount in cash equal to $0.70 per unvested stock unit held payable when such unit vests. If all outstanding stock units vest, the aggregate amount to be paid in respect of the units will be approximately $756.
Dividend Payable
As of December 31, 2025 and 2024, the Company had recorded a dividend payable of $115 and $576, respectively, related to the expected dividend payments remaining for the equitable adjustments that were approved for the equity award compensation plans. During the years ended December 31, 2025, 2024 and 2023, the Company paid approximately $455, $1,717 and $2,318, respectively, of dividends related to equivalent rights for share-based awards that vested.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.