[8-K] Adtalem Global Education Inc. Reports Material Event

Rhea-AI Filing Summary

Adtalem Global Education Inc. reported that its Board of Directors has authorized the repurchase of up to an additional $750 million of its common stock. The company may buy shares over time through open market purchases, accelerated share repurchases, privately negotiated deals or other methods, in line with Rule 10b-18 and subject to market conditions, through the period ending December 15, 2028.

Adtalem also announced that it has completed its prior share repurchase program, under which it repurchased $150 million of its shares. The company noted that the new authorization does not require it to repurchase a specific number of shares and can be suspended, modified or terminated at any time without prior notice.

Insights

Equity and capital allocation analyst

Adtalem adds a large new $750 million buyback after completing $150 million in prior repurchases.

Adtalem Global Education’s board has authorized repurchases of up to an additional $750 million of common stock, with flexibility to execute through open market purchases, accelerated share repurchases, privately negotiated transactions or other methods. The authorization runs through December 15, 2028, giving several years over which the company can decide when and how much stock to repurchase.

The company also disclosed it has finished a prior program after buying back $150 million of shares. If the new authorization is used, repurchases can reduce the public share count, which often increases earnings per share, though actual effects depend on future profits, repurchase pricing and overall market conditions. There is no obligation to repurchase a set amount, and the program can be changed or ended at any time.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): December 15, 2025

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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.)
233 South Wacker Drive Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

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(312) (651-1400)

(Registrant’s telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class	​ ​ ​	Trading Symbol	​ ​ ​	Name of each exchange on which registered
Common Stock $0.01 Par Value	​	ATGE	​	New York Stock Exchange
Common Stock $0.01 Par Value	​	ATGE	​	NYSE Texas

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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).

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Emerging growth company ☐

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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. ☐

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Item 8.01Other Events

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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.

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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.

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Item 9.01            Financial Statements and Exhibits

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99.1	​ ​ ​	Adtalem Global Education Inc. press release dated December 15, 2025.
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

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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.

​	ADTALEM GLOBAL EDUCATION INC.
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	By:	/s/ Robert J. Phelan
​	​	Robert J. Phelan
​	​	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Date: December 15, 2025

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