Adtalem Files 8-K for 'Other Event,' Signals Potential Corporate Action

TL;DR

**Adtalem's 8-K hints at big news coming, likely a deal or major strategic shift.**

AI Summary

Adtalem Global Education Inc. filed an 8-K on January 19, 2024, to report an 'Other Event' and 'Financial Statements and Exhibits'. This filing indicates that the company is using the 8-K to simultaneously satisfy obligations under Rule 425 of the Securities Act and Rule 14a-12 of the Exchange Act, which typically relate to written communications for business combinations or soliciting materials. This matters to investors because it signals potential significant corporate actions, such as a merger, acquisition, or other material event that could impact the stock price and future outlook.

Why It Matters

This filing suggests Adtalem Global Education Inc. is engaged in an activity requiring specific communications under securities laws, which could be a precursor to a major announcement like an acquisition or a significant strategic change. Investors should monitor for subsequent disclosures that will reveal the nature of this 'Other Event'.

Risk Assessment

Risk Level: medium — The 'Other Event' without specific details introduces uncertainty, which can lead to stock volatility until more information is disclosed.

Analyst Insight

A smart investor would closely monitor Adtalem's subsequent filings and news releases for specific details regarding the 'Other Event' and the nature of the communications under Rule 425 and Rule 14a-12, as these often precede significant corporate actions that can impact valuation.

Key Numbers

• January 19, 2024 — Date of Report (the earliest event reported in the 8-K filing)
• 001-13988 — Commission File Number (unique identifier for Adtalem's filings with the SEC)
• 36-3150143 — IRS Employer Identification No. (tax identification number for Adtalem)

Key Players & Entities

• Adtalem Global Education Inc. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Adtalem Global Education Inc.
• 001-13988 (dollar_amount) — Commission File Number for Adtalem Global Education Inc.
• 36-3150143 (dollar_amount) — IRS Employer Identification No. for Adtalem Global Education Inc.
• 500 West Monroe, Chicago, Illinois 60661 (company) — address of principal executive offices for Adtalem Global Education Inc.

Forward-Looking Statements

• Adtalem Global Education Inc. will announce details of a significant corporate transaction, such as an acquisition or merger. (Adtalem Global Education Inc.) — medium confidence, target: Q1 2024
• The stock price of Adtalem Global Education Inc. will experience increased volatility in the short term. (Adtalem Global Education Inc.) — high confidence, target: February 2024

FAQ

Key Financial Figures

• $0.01 — hange on which registered Common Stock $0.01 Par Value ATGE New York Stock Excha
• $300 million — d the repurchase of up to an additional $300 million in aggregate value of shares of common

Filing Documents

• a53885037.htm (8-K) — 32KB
• a53885037ex99_1.htm (EX-99.1) — 6KB
• 0001157523-24-000084.txt ( ) — 213KB
• atge-20240119.xsd (EX-101.SCH) — 4KB
• atge-20240119_def.xml (EX-101.DEF) — 17KB
• atge-20240119_lab.xml (EX-101.LAB) — 26KB
• atge-20240119_pre.xml (EX-101.PRE) — 19KB
• a53885037_htm.xml (XML) — 6KB

01

Item 8.01 Other Events On January 19, 2024, 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 $300 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 January 16, 2027. 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 $300 million of its shares. A copy of the press release announcing the approval of the $300 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

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 January 19, 2024, 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.

01

Item 9.01 F i nancial Statements and Exhibits 99.1 Adtalem Global Education Inc. press release dated January 19, 2024.

SIGNATURES

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. By: /s/ Robert J. Phelan Robert J. Phelan Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: January 19, 2024