Laureate Education (LAUR): Wengen group reports 9.59M-share, 6.96% ownership

Rhea-AI Filing Summary

Laureate Education, Inc. had its ownership report updated by Wengen Alberta, Limited Partnership and Wengen Investments Limited. Following an in-kind redemption of certain investors’ interests in Wengen on August 7, 2026, the reporting group may be deemed to beneficially own 9,585,166 shares of Class A Common Stock, representing 6.96% of the outstanding class, based on issuer data.

The shares are held with shared voting and dispositive power. The filing explains that some Wengen investors redeemed their partnership interests in exchange for corresponding shares of Laureate Class A Common Stock. Wengen indicates it may from time to time review its position and could undertake various types of future sales of Class A Common Stock, including registered offerings under its registration rights, block trades, market or private sales, pledges, hedges, forward sales and other derivative transactions, depending on market, issuer and strategic factors.

Filing Explained

After the redemption, Wengen GP’s mechanics are split: it may vote Wengen-held shares on certain matters at its discretion, while voting and disposition on other matters are exercised at the underlying investors’ direction, subject to the securityholders agreement’s limitations.

Key Figures

Beneficial ownership: 9,585,166 shares of Class A Common Stock Percent of class: 6.96% Shared voting power: 9,585,166 shares +2 more

5 metrics

Beneficial ownership 9,585,166 shares of Class A Common Stock Shares beneficially owned in aggregate by the reporting persons as of August 7, 2026

Percent of class 6.96% Percentage of Laureate Class A Common Stock outstanding represented by the reported holdings

Shared voting power 9,585,166 shares Shares over which the reporting persons have shared voting power

Sole voting power 0 shares Shares over which the reporting persons have sole voting power

Event date August 7, 2026 Date of the redemption event requiring the ownership update

Key Terms

beneficially own, shared voting power, shared dispositive power, registration rights, +2 more

6 terms

beneficially own financial

"may be deemed to beneficially own, in the aggregate, 9,585,166 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared voting power financial

"Shared Voting Power 9,585,166.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 9,585,166.00"

registration rights regulatory

"registered public offerings effected pursuant to Wengen's registration rights under the Amended"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

block trades financial

"may take a number of forms, including registered public offerings ... unregistered or registered block trades"

A block trade is a single, large buy or sell of shares or bonds arranged privately between big traders rather than piecemeal on the public market. Think of it like buying a whole shipment at once instead of many small shopping trips; it lets large holders move big positions with less immediate disruption but can signal strong buying or selling pressure and cause price swings once the trade is known, so investors watch block trades for clues about market sentiment and liquidity.

forward sales financial

"pledges, hedges, forward sales and other derivative transactions"

FAQ

What stake in Laureate Education (LAUR) do the Wengen reporting persons currently hold?

As of August 7, 2026, Wengen Alberta and Wengen Investments may be deemed to beneficially own 9,585,166 shares of Laureate Class A Common Stock, representing approximately 6.96% of the outstanding Class A shares, based on information provided by Laureate.

What transaction triggered this Schedule 13D/A amendment for Laureate Education (LAUR)?

The amendment reflects a redemption in which certain Wengen investors exchanged their interests in Wengen for shares of Laureate Class A Common Stock. Wengen delivered to those investors the number of shares corresponding to their redeemed partnership interests.

How much voting power over Laureate Education (LAUR) shares is held by the Wengen entities?

The reporting persons report 0 shares with sole voting power and 9,585,166 shares with shared voting power. Shared dispositive power is also reported over 9,585,166 shares of Laureate Class A Common Stock.

Can Wengen sell its Laureate Education (LAUR) shares and by what methods?

Wengen states it may periodically consider further sales of Laureate Class A Common Stock. Potential methods include registered public offerings under its registration rights, block trades, market or private sales, pledges, hedges, forward sales and other derivative transactions.

Who controls voting of the Laureate Education (LAUR) shares held by Wengen?

Under the Wengen Securityholders Agreement, Wengen Investments Limited (Wengen GP) votes the Laureate Class A shares held by Wengen in certain matters. For specified voting and disposition decisions, Wengen GP acts at the direction of each underlying investor for shares reflecting that investor’s pro rata interest.

Has Wengen traded Laureate Education (LAUR) stock recently besides the redemption?

The reporting group states that, except as described in the redemption in Item 4, no reporting person has effected any transaction in Laureate Common Stock during the past 60 days as of the August 7, 2026 measurement date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 05:01 PM Accepted by SEC EDGAR 08/11/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

LAUREATE EDUCATION, INC.

(Name of Issuer)

Common Stock, par value $0.004 per share

(Title of Class of Securities)

518613203

(CUSIP Number)

Nancy Hung
650 South Exeter Street,
Baltimore, MD, 21202
(786) 209-3368

Lillian Tsu, Esq.
One Liberty Plaza,
New York, NY, 10006
(212) 225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 518613203

1

Name of reporting person

Wengen Alberta, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ALBERTA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,585,166.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,585,166.00

11

Aggregate amount beneficially owned by each reporting person

9,585,166.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.96 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

*See Item 5.

SCHEDULE 13D

CUSIP Number(s): 518613203

1

Name of reporting person

Wengen Investments LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,585,166.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,585,166.00

11

Aggregate amount beneficially owned by each reporting person

9,585,166.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.96 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

*See Item 5. Explanatory Note This Amendment No. 12 to Schedule 13D ("Amendment No. 11") relates to the shares of Class A Common Stock par value $0.004 per share (the "Class A Common Stock"), of Laureate Education, Inc., a Delaware public benefit corporation (the "Issuer"), and amends the initial statement on Schedule 13D filed by Wengen Alberta, Limited Partnership ("Wengen") and Wengen Investments Limited ("Wengen GP" and, together with Wengen, the "Reporting Persons") with the Securities and Exchange Commission (the "SEC") on February 16, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11 to such Schedule 13D filed on April 25, 2018, November 15, 2018, November 21, 2018, June 19, 2019, September 23, 2019, March 24, 2021, April 6, 2021, November 9, 2021, November 17, 2023, March 5, 2024 and March 11, 2025 respectively (as so amended, the "Statement"). This Amendment No. 12 is being filed by the Reporting Persons to report the redemption by certain investors of Wengen of their respective interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed, as described in more detail below. Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.004 per share
(b)	Name of Issuer: LAUREATE EDUCATION, INC.
(c)	Address of Issuer's Principal Executive Offices: PMB 1158, 1000 Brickell Ave., Suite 715, Miami, FLORIDA , 33131.
Item 4.	Purpose of Transaction
	On August 7, 2026, CPV HOLDINGS, LLC, LAUREATE CO-INVESTORS I, LIMITED PARTNERSHIP, S.P.G. CO-INVESTMENT, L.P., SNOW PHIPPS GROUP (B), L.P., SNOW PHIPPS GROUP (OFFSHORE), L.P., SNOW PHIPPS GROUP (RPV), L.P., SNOW PHIPPS GROUP, L.P ("Requesting Investors") elected to have certain of their interests in Wengen redeemed in exchange for delivery by Wengen to the Requesting Investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed (the "Redemption"). From time to time, Wengen may undertake a review of its portfolio. As part of this review, Wengen may effect one or more further sales of Class A Common Stock. Any such sales, which may be undertaken at any time without further notice, may take a number of forms, including registered public offerings effected pursuant to Wengen's registration rights under the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen, the Issuer and the other parties thereto, as amended (the "Wengen Securityholders Agreement") (which offerings may be underwritten and/or marketed), unregistered or registered block trades, unregistered market or private sales, pledges, hedges, forward sales and other derivative transactions. Decisions to effect any such sales, as well as the size and timing thereof, are also subject to a number of factors outside of the control of Wengen, including current and anticipated future trading prices of the shares of Class A Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, other investment and/or business opportunities available to the Reporting Persons, strategic considerations in respect of the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Wengen will periodically consider such sales opportunistically based on such factors and, as a result, the ultimate number of shares of Class A Common Stock that may be sold by Wengen, if any, is not ascertainable.
Item 5.	Interest in Securities of the Issuer
(a)	As of August 7, 2026, following the Redemption, the Reporting Persons may be deemed to beneficially own, in the aggregate, 9,585,166 shares of Class A Common Stock, which represent, in the aggregate, approximately 6.96% of the outstanding shares of the Class A Common Stock, calculated pursuant to the Exchange Act and based on information provided by the Issuer.
(b)	As of August 7, 2026, following the Redemption, the Reporting Persons may be deemed to beneficially own, in the aggregate, 9,585,166 shares of Class A Common Stock, which represent, in the aggregate, approximately 6.96% of the outstanding shares of the Class A Common Stock, calculated pursuant to the Exchange Act and based on information provided by the Issuer. Pursuant to the provisions of the Wengen Securityholders Agreement, Wengen GP will vote the shares of Class A Common Stock owned by Wengen in certain matters, including in the election of certain directors, at the discretion of Wengen GP, and with respect to voting on certain matters and disposition of such securities, subject to certain limitations, such powers will be exercised by Wengen GP at the direction of each underlying investor in Wengen, in each case, with respect to a number of shares representing such investor's pro rata interest in Wengen. From time to time, the Wengen Investors and certain of their affiliates separately make Schedule 13D filings reporting their beneficial ownership of shares of Common Stock.
(c)	Except as set forth in Item 4, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wengen Alberta, LP

Signature:	/s/ Nancy Hung
Name/Title:	Nancy Hung, Director of Wengen Investments Limited, its general partner
Date:	08/11/2026

Wengen Investments LTD

Signature:	/s/ Nancy Hung
Name/Title:	Nancy Hung, Director
Date:	08/11/2026