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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2025
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-13988 |
36-3150143 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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233 South Wacker Drive Chicago, IL |
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60606 |
(Address of principal executive offices) |
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(Zip Code) |
(312) (651-1400)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on |
Common Stock $0.01 Par Value |
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ATGE |
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New York Stock Exchange |
Common Stock $0.01 Par Value |
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ATGE |
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NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01Other Events
On December 15, 2025, Adtalem Global Education Inc. (“Adtalem” or the “Company”) issued a press release announcing that its Board of Directors had authorized the repurchase of up to an additional $750 million in aggregate value of shares of common stock from time to time, in amounts, at prices, and at such times as Adtalem deems appropriate, subject to market conditions and other considerations, and in accordance with applicable securities laws and regulations, including Rule 10b-18 under the Securities Exchange Act, as amended. Adtalem’s repurchases may be executed using open market purchases, accelerated share repurchases, privately negotiated transactions or otherwise through the period ending December 15, 2028. The share repurchase authorization does not obligate Adtalem to repurchase any specific number of shares and may be suspended, modified or terminated at any time without prior notice.
In the press release, Adtalem also announced the completion of its prior share repurchase program pursuant to which the Company had repurchased $150 million of its shares.
A copy of the press release announcing the approval of the $750 million share repurchase authorization and the completion of the prior share repurchase program is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Certain statements contained in this Form 8-K 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 can also be identified by words 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 most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC.
These forward-looking statements are based on information as of December 15, 2025, 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.
Item 9.01 Financial Statements and Exhibits
99.1 |
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Adtalem Global Education Inc. press release dated December 15, 2025. |
104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ADTALEM GLOBAL EDUCATION INC. |
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By: |
/s/ Robert J. Phelan |
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Robert J. Phelan |
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Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Date: December 15, 2025
Exhibit 99.1
Press Release
Media Contact:
Maureen Bender
AdtalemMedia@Adtalem.com
+1 313-319-4732
Investor Contact:
Jay Spitzer
Investor.Relations@Adtalem.com
+1 312-906-6600
Adtalem Completes $150 Million Share Repurchase Program; Board Authorizes New $750 Million Program
Company Completes Accelerated Share Repurchase Program
New Three-Year, $750 Million Authorization Reflects Continued Confidence in Company's Fundamental Strength and Long-Term Strategic Outlook
CHICAGO – Dec. 15, 2025 – Adtalem Global Education Inc. (NYSE: ATGE), America’s largest healthcare educator, today announced the completion of its $150 million share repurchase program, under which the Company repurchased approximately 1.6 million shares, and a new $750 million share repurchase authorization approved by the Board of Directors through December 2028. The new three-year authorization underscores management and the Board's conviction in Adtalem's strategic direction, strong financial position, and ability to generate substantial cash flow while continuing to invest in growth initiatives.
"Our operational execution continues to generate strong cash flow, giving us the flexibility to invest in significant growth opportunities while returning capital to shareholders in a tax-efficient manner," said Steve Beard, chairman and chief executive officer, Adtalem Global Education. "This new repurchase authorization reflects our disciplined, return-on-investment approach to capital allocation. The demand for what we do—preparing the healthcare workforce our country needs—continues to accelerate, and we have the financial strength to both capitalize on that opportunity and reward our shareholders."
Since February 2022, Adtalem has returned $913 million to shareholders by repurchasing 17.2 million shares at an average price of $52.94 which represents a 30% reduction in shares outstanding against base shares outstanding as of Feb. 1, 2022. The company has 34.9 million shares of common stock outstanding as of Dec. 10, 2025. The Company has also taken significant steps to strengthen its balance sheet, reducing its debt by $1.1 billion since closing the Walden University acquisition on Aug. 12, 2021 to $508.4 million as of Oct. 31, 2025.
Repurchases under the new authorization can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.
First quarter fiscal year 2026 results and financial reconciliations can be found on the Adtalem investor relations website at investors.adtalem.com.
Adtalem will host an Investor Day where it plans to provide a comprehensive strategic and operational update, scheduled for February 24, 2026.
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About Adtalem Global Education
Adtalem Global Education is the leading provider of healthcare education in the U.S., shaping the future of healthcare by preparing a dynamic workforce with high-quality academic programs. We innovate education pathways, align with industry needs and empower individuals to reach their full potential. Our commitment to excellence and access is reflected in our expansive network of institutions, serving over 97,000 students and supported by a strong community of approximately 365,000 alumni and over 10,000 dedicated employees. Visit Adtalem.com for more information and follow us on LinkedIn and Instagram.
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this release 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,” “potential,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. Important factors that could cause actual results to differ materially from the expectations expressed or implied by our forward-looking statements are disclosed in Item 1A. “Risk Factors,” of our Annual Report on Form 10-K. You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking statements. We caution you that factors, performance or developments we expect or anticipate may not occur as we expect or, even if substantially realized, may not affect us or our operations in the way we expect. All forward-looking statements are based on information available 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.
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