Financial Analysis

17. Commitments and Contingencies Adtalem is subject to lawsuits, administrative proceedings, regulatory reviews, and investigations associated with financial assistance programs and other matters arising in the conduct of its business and certain of these matters are discussed below. Descriptions of certain matters from prior SEC filings may not be carried forward in this report to the extent we believe such matters no longer are required to be disclosed or there has not been, to our knowledge, significant activity relating to them. As of December 31, 2025, we adequately reserved for matters that management has determined a loss is probable and that loss can be reasonably estimated. For those matters for which we have not recorded an accrual, their possible impact on Adtalems business, financial condition, or results of operations, cannot be predicted at this time. The continued defense, resolution, or settlement of any of the following matters could require us to expend significant resources and could have a material adverse effect on our business, financial condition, results of operations, and cash flows, and result in the imposition of significant restrictions on us and our ability to operate. As previously disclosed, pursuant to the terms of the Stock Purchase Agreement (SPA) by and between Adtalem and Cogswell, dated as of December 4, 2017, as amended, Adtalem sold DeVry University to Cogswell and Adtalem agreed to indemnify DeVry University for certain losses up to $3 …

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13. Debt Long-term debt consisted of the following senior secured credit facilities (in thousands): December 31, June 30, 2025 2025 Senior Secured Notes due 2028 $ 404,950 $ 404,950 Term Loan B 103,333 153,333 Total principal 508,283 558,283 Unamortized debt discount and issuance costs (4,001) (5,614) Long-term debt $ 504,282 $ 552,669 Scheduled future maturities of long-term debt were as follows (in thousands): Maturity Fiscal Year Payments 2026 (remaining) $ 2027 2028 404,950 2029 103,333 Total $ 508,283 Senior Secured Notes due 2028 On March 1, 2021, Adtalem issued $800.0 million aggregate principal amount of 5.50% Senior Secured Notes due 2028 (the Notes), which mature on March 1, 2028, pursuant to an indenture, dated as of March 1, 2021 (the Indenture), by and between Adtalem and U.S. Bank National Association, as trustee and notes collateral agent. The Notes were sold within the U.S. only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the U.S. to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes were issued at 100.0% of their par value. The Notes bear interest at a rate of 5.50% per year, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2021, to holders of record on the preceding February 15 and August 15, as the case may be. The Notes are guaranteed by certain of Adtalems subsidiaries that are borr …

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The following tables disaggregate revenue by source (in thousands): Three Months Ended December 31, 2025 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 183,832 $ 217,562 $ 100,360 $ 501,754 Other 1,631 1,631 Total $ 183,832 $ 217,562 $ 101,991 $ 503,385 Six Months Ended December 31, 2025 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 363,033 $ 407,522 $ 191,297 $ 961,852 Other 3,821 3,821 Total $ 363,033 $ 407,522 $ 195,118 $ 965,673 Three Months Ended December 31, 2024 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 180,986 $ 171,306 $ 93,021 $ 445,313 Other 2,416 2,416 Total $ 180,986 $ 171,306 $ 95,437 $ 447,729 Six Months Ended December 31, 2024 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 348,916 $ 332,819 $ 178,008 $ 859,743 Other 5,386 5,386 Total $ 348,916 $ 332,819 $ 183,394 $ 865,129 …

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15. Stock-Based Compensation Adtalems current stock-based incentive plan is its Fourth Amended and Restated Incentive Plan of 2013, which is administered by the Compensation Committee of the Board. Under the plan, employees and Board members are eligible to receive stock options, restricted stock units (RSUs), performance-based restricted stock units (PSUs), and other forms of stock awards. As of December 31, 2025, 1,090,812 shares of common stock were available for future issuance under this plan. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for forfeitures of unvested awards in the period they occur. Adtalem issues new shares of common stock to satisfy stock option exercises, RSU vests, and PSU vests. Stock-based compensation expense is included in student services and administrative expense in the Consolidated Statements of Income. There was no capitalized stock-based compensation cost as of December 31, 2025 and June 30, 2025. Stock Options Beginning in fiscal year 2023, the Compensation Committee of the Board determined to no longer grant stock options. Prior to fiscal year 2023, we granted stock options generally with a four-year graded vesting from the grant date and expire ten years from the grant date. The following table summarizes stock option activity for the six months ended December 31, 2025: Weighted-Average Number of Remaining Aggregate Stock Weighted-Average Contractual Life Intrinsic Va …

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12. Goodwill and Intangible Assets Goodwill balances by reportable segment were as follows (in thousands): December 31, June 30, 2025 2025 Chamberlain $ 4,716 $ 4,716 Walden 651,052 651,052 Medical and Veterinary 305,494 305,494 Total $ 961,262 $ 961,262 Indefinite-lived intangible assets consisted of the following (in thousands): December 31, June 30, 2025 2025 Title IV eligibility and accreditations $ 611,100 $ 611,100 Trade name 141,760 141,760 Total $ 752,860 $ 752,860 Amortizable intangible assets consisted of the following (in thousands): December 31, 2025 June 30, 2025 Gross Carrying Accumulated Gross Carrying Accumulated Weighted-Average Amount Amortization Amount Amortization Amortization Period Curriculum $ 56,091 $ (49,087) $ 56,091 $ (43,477) 5 Years Total $ 56,091 $ (49,087) $ 56,091 $ (43,477) Amortization expense on finite-lived intangible assets was $2.8 million and $5.6 million in the three and six months ended December 31, 2025, respectively, and $2.8 million and $5.6 million in the three and six months ended December 31, 2024, respectively. Future amortization expense on finite-lived intangible assets, by reporting unit, is expected to be as follows (in thousands): Fiscal Year Walden 2026 (remaining) $ 5,610 2027 1,394 Total $ 7,004 Curriculum is amortized on a straight-line basis. Indefinite-lived intangible assets related to trade names and Title IV eligibility and accreditations are not amortized, as there are no legal, regulatory, contractual, economic, …

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7. Income Taxes Our effective tax rate from continuing operations was 25.2% and 23.2% in the three and six months ended December 31, 2025, respectively, and 22.8% and 22.0% in the three and six months ended December 31, 2024, respectively. The effective tax rate for the three months ended December 31, 2025 increased compared to the prior year period primarily due to an increase in the limitation of tax benefits on certain executive compensation, partially offset by a decrease in the percentage of earnings from operations in higher taxed jurisdictions. The effective tax rate for the six months ended December 31, 2025 increased compared to the prior year period primarily due to an increase in the limitation of tax benefits on certain executive compensation, partially offset by a decrease in the percentage of earnings from operations in higher taxed jurisdictions and an increase in tax benefits on stock-based compensation. The income tax provisions reflect the U.S. federal tax rate of 21% adjusted for taxes related to global intangible low-taxed income (GILTI), limitation of tax benefits on certain executive compensation, the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings outside the U.S., tax incentives, tax credits related to research and development expenditures, changes in valuation allowance, changes in uncertain tax positions, and tax benefits on stock-based compensation. RUSM and RUSVM each have agreements with their respective d …

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11. Leases We determine if a contract contains a lease at inception. We have entered into operating leases for academic sites, housing facilities, and office space which expire at various dates through December 2042, most of which include options to terminate for a fee or extend the leases for an additional five-year period. The lease term includes the noncancelable period of the lease, as well as any periods for which we are reasonably certain to exercise extension options. We account for lease and non-lease components (e.g., common-area maintenance costs) as a single lease component for all operating leases. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We have not entered into any finance leases. Operating lease assets represent our right to use an underlying asset during the lease term. Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Operating lease assets are adjusted for any prepaid or accrued lease payments, lease incentives, initial direct costs, and impairments. Our incremental borrowing rate is utilized in determining the present value of the lease payments based upon the information available at the commencement date. Our incremental borrowing rate is determined using a secured borrowing rate for the sam …

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Recent Accounting Standards In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-11: Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance was issued to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The guidance also provides additional guidance on what disclosures should be provided in interim reporting periods. The guidance is effective on a prospective or retrospective basis for financial statements issued for fiscal years beginning after December 15, 2027, and interim reporting periods within fiscal years beginning after December 15, 2028. Early adoption of the guidance is permitted. We do not expect the guidance will have a material impact on Adtalems Consolidated Financial Statements or disclosures. In September 2025, the FASB issued ASU No. 2025-06: IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance was issued to modernize the accounting for software costs. The guidance is effective on a prospective, modified, or a retrospective transition approach for financial statements issued for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal years. Early adoption of the guidance is permitted. We are currently evaluating the impact the …

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5. Restructuring Expense During the six months ended December 31, 2025, Adtalem recorded restructuring expense primarily driven by workforce reductions and prior real estate consolidations at Adtalems home office. We continue to incur restructuring charges or reversals related to exited leased space from previous restructuring actions. During the six months ended December 31, 2024, Adtalem recorded restructuring expense primarily driven by workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Adtalems home office. When estimating costs of exiting lease space, estimates are made which could differ materially from actual results and may result in additional restructuring charges or reversals in future periods. Termination benefit charges represent severance pay and benefits for employees impacted by workforce reductions. Restructuring expense by segment was as follows (in thousands): Three Months Ended December 31, 2025 Six Months Ended December 31, 2025 Real Estate and Other Termination Benefits Total Real Estate and Other Termination Benefits Total Chamberlain $ 98 $ 1,727 $ 1,825 $ 98 $ 1,727 $ 1,825 Walden 429 429 429 429 Medical and Veterinary 39 397 436 83 397 480 Home Office 164 1,201 1,365 309 1,322 1,631 Total $ 301 $ 3,754 $ 4,055 $ 490 $ 3,875 $ 4,365 Three Months Ended December 31, 2024 Six Months Ended December 31, 2024 Real Estate and Other Termination Benefits Total Real Estate and Other Termination Benefits Total C …

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4. Revenue Revenue is recognized when control of the promised goods or services is transferred to our customers (students), in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following tables disaggregate revenue by source (in thousands): Three Months Ended December 31, 2025 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 183,832 $ 217,562 $ 100,360 $ 501,754 Other 1,631 1,631 Total $ 183,832 $ 217,562 $ 101,991 $ 503,385 Six Months Ended December 31, 2025 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 363,033 $ 407,522 $ 191,297 $ 961,852 Other 3,821 3,821 Total $ 363,033 $ 407,522 $ 195,118 $ 965,673 Three Months Ended December 31, 2024 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 180,986 $ 171,306 $ 93,021 $ 445,313 Other 2,416 2,416 Total $ 180,986 $ 171,306 $ 95,437 $ 447,729 Six Months Ended December 31, 2024 Chamberlain Walden Medical and Veterinary Consolidated Tuition and fees $ 348,916 $ 332,819 $ 178,008 $ 859,743 Other 5,386 5,386 Total $ 348,916 $ 332,819 $ 183,394 $ 865,129 In addition, see Note 18 Segment Information for a disaggregation of revenue by geographical region. Performance Obligations and Revenue Recognition Tuition and fees : The majority of revenue is derived from tuition and fees, which is recognized on a straight-line basis over the academic term as instruction is delivered. Other : Other revenue con …

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18. Segment Information 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, information technology, 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. These segments are consistent with the method by which Adtalems Chief Operating Decision Maker (CODM) evaluates performance and allocates resources. Adtalems CODM is our Chief Executive Officer. Our measure of segment profitability utilized by our CODM is adjusted operating income. Our CODM uses this measure to assess the operating results and performance of our segments, perform analytical comparisons to budget, and allocate resources to each segment during monthly operating reviews and annual budget process. Adjusted operating income excludes Home Office expense, restructuring expense, amortization of acquired intangible assets, litigation reserve, strategic advisory c …

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2. Summary of Significant Accounting Policies Basis of Presentation Our significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the 2025 Form 10-K). We have prepared the accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which are normal and recurring in nature) considered necessary for a fair presentation have been included. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. We use the same accounting policies in preparing quarterly and annual financial statements. Unless otherwise noted, amounts presented within the Notes to Consolidated Financial Statements refer to our continuing operations. Unless indicated, or the context requires otherwise, references to years refer to Adtalems fiscal years. Certain items presented in tables may not sum due to rounding. These consolidated financial statements and accompanying notes should be read in conjunction with our annual consolidated financial statements and the notes …

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