Election of the Class A common stock and Class B common stock of Laureate Education, Inc., a Delaware public benefit corporation ("Laureate"), in connection with the solicitation by our Board of Directors of proxies to be voted at the 2018 Annual Meeting of Stockholders of Laureate (the "2018 Annual Meeting") to be held onWednesday, May 23, 2018, at10:00 a.m., Eastern Daylight Time, at theAMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019, or at any adjournment of the 2018 Annual Meeting, for the purposes set forth in the accompanying Notice of 2018 Annual Meeting. The principal executive offices of Laureate are located at 650 S. Exeter Street, Baltimore, Maryland 21202.

        The Notice of Internet Availability of Proxy Materials is first being mailed, and this Proxy Statement and the other proxy materials are first being made available via the Internet free of charge atwww.proxyvote.com, on or about April 13, 2018 to all stockholders entitled to notice of and to vote at the 2018 Annual Meeting. At the close of business on March 28, 2018, the record date for the 2018 Annual Meeting, there were 55,111,486 shares of Class A common stock and 132,384,106 shares of Class B common stock, respectively, outstanding and entitled to notice of and to vote at the 2018 Annual Meeting.Only the holders of record of our Class A common stock and Class B common stock as of the close of business on the record date are entitled to notice of, and to vote at, the 2018 Annual Meeting and any adjournment thereof. We also will begin mailing paper copies of our proxy materials to stockholders who requested them on or about April 13, 2018.

        If a stockholder executes and returns the enclosed proxy card or vote instruction form or submits vote instructions to us by telephone or via the Internet, the stockholder may nevertheless revoke the proxy at any time prior to its use by filing with the Secretary of Laureate a written revocation or a duly executed proxy bearing a later date or by submitting revised vote instructions to us by telephone or via the Internet prior to 11:59 p.m. EDT on Tuesday, May 22, 2018, in accordance with the instructions on the accompanying proxy card or vote instruction form. A stockholder who attends the 2018 Annual Meeting in person may revoke his or her proxy at that time and vote in person if so desired.

        Unless revoked or unless contrary instructions are given, each proxy that is properly signed, dated and returned or authorized by telephone or via the Internet in accordance with the instructions on the enclosed proxy card or vote instruction form prior to the start of the 2018 Annual Meeting will be voted as indicated on the proxy card or vote instruction form or via telephone or the Internet and if no indication is made, each such proxy will be deemed to grant authority to vote, as applicable:

PROPOSAL 1:    FOR the election of Douglas L. Becker, Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, Ian K. Snow, Steven M. Taslitz, and Quentin Van Doosselaere, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

PROPOSAL 2:    FOR the advisory vote to approve named executive officer compensation.

PROPOSAL 3:    FOR ratification of the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2018.

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PROPOSAL 4:    1 YEAR for the advisory vote on the frequency of future advisory votes on executive compensation.

PROPOSAL 5:    FOR the transaction of such other business as may properly come before the 2018 Annual Meeting and any adjournments thereof.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1, "FOR" THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION UNDER PROPOSAL 2, "FOR" THE RATIFICATION OF AUDITORS UNDER PROPOSAL 3, AND "1 YEAR" FOR THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION UNDER PROPOSAL 4.

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QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING

Q:

Why did I receive these materials?

A:

We are making this Proxy Statement available to you on or around April 13, 2018 because the Board of Directors is soliciting your proxy to vote at the 2018 Annual Meeting to be held onWednesday, May 23, 2018, at10:00 a.m., Eastern Daylight Time, at theAMA New York Executive Conference Center, located at 1601 Broadway, New York, New York 10019, or at any adjournment thereof. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals described below.

Q:

Who is entitled to attend and vote at the Annual Meeting?

A:

You can attend and vote at the 2018 Annual Meeting if, as of the close of business on March 28, 2018, the record date for the 2018 Annual Meeting, you were a stockholder of record of Laureate's Class A common stock or Class B common stock. As of the record date, there were 55,111,486 shares of our Class A common stock and 132,384,106 shares of our Class B common stock outstanding.

Q:

What are the voting rights of each class of stock?

A:

For each proposal, stockholders are entitled to cast one vote for each share of Class A common stock held as of the record date and 10 votes for each share of Class B common stock held as of the record date. There are no cumulative voting rights.

Q:

How do I gain admission to the Annual Meeting?

A:

If you are aregistered stockholder, you must bring with you the Notice of Internet Availability of Proxy Materials and a government-issued photo identification (such as a valid driver's license or passport) to gain admission to the 2018 Annual Meeting. If you did not receive a Notice of Internet Availability of Proxy Materials, please call our Investor Relations Department at (410) 843-6100 to request admission to the meeting.

If you hold your shares instreet name and want to attend the 2018 Annual Meeting, you must bring your government-issued photo identification, together with:

•

The Notice of Internet Availability of Proxy Materials you received from your bank, broker or other nominee; or

•

A letter from your bank, broker, or other nominee indicating that you were the beneficial owner of Laureate stock as of the record date; or

•

Your most recent account statement indicating that you were the beneficial owner of Laureate stock as of the record date.

All packages and bags are subject to inspection.

Q:

What is the difference between a registered stockholder and a stockholder who owns stock in street name?

A:

If you hold shares of Class A common stock or Class B common stock directly in your name, you are aregistered stockholder. If you own your Laureate shares indirectly through a bank, broker, or other nominee, those shares are held instreet name.

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Q:

Can I vote my shares before the Annual Meeting?

A:

Yes. If you are aregistered stockholder, there are three ways to vote your shares before the 2018 Annual Meeting:

•

By Internet (www.proxyvote.com)—Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on May 22, 2018. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares.

•

By telephone (1-800-579-1639)—Submit your vote by telephone until 11:59 p.m. EDT on May 22, 2018. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares.

•

By mail—If you received a paper copy of the proxy materials, you can vote by mail by filling out the proxy card enclosed with those materials and returning it using the instructions on the card. To be valid, proxy cards must be received before the start of the 2018 Annual Meeting.

If your shares are held instreet name, your bank, broker or other nominee may provide you with a Notice of Internet Availability of Proxy Materials that contains instructions on how to access our proxy materials and vote online or to request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials included a vote instruction form so you can instruct your bank, broker or other nominee how to vote your shares.

Please see the Notice of Internet Availability of Proxy Materials or the information your bank, broker or other nominee provided you for more information on these voting options.

Q:

Can I vote in person at the 2018 Annual Meeting instead of by proxy?

A:

If you are aregistered stockholder, you can vote at the 2018 Annual Meeting any shares that were registered in your name as the stockholder of record as of the record date.

If your shares are held instreet name, you cannot vote those shares at the 2018 Annual Meeting unless you have a legal proxy from your bank, broker or other nominee. If you plan to attend and vote your street-name shares at the 2018 Annual Meeting, you should request a legal proxy from your broker, bank or other nominee and bring it with you to the 2018 Annual Meeting.

Whether or not you plan to attend the 2018 Annual Meeting, we strongly encourage you to vote your shares by proxy before the 2018 Annual Meeting.

Q:

Can I revoke my proxy or change my voting instructions once submitted?

A:

If you are aregistered stockholder, you can revoke your proxy and change your vote before the 2018 Annual Meeting by:

•

Sending a written notice of revocation to our executive offices to the attention of our Secretary (the notification must be received by 11:59 p.m. EDT on May 22, 2018). The notice should be addressed as follows:

Laureate Education, Inc.
650 S. Exeter Street,
Baltimore, Maryland 21202
Attn: Secretary

•

Voting again by Internet or telephone before 11:59 p.m. EDT on May 22, 2018 (only the latest vote you submit will be counted); or



•

Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the 2018 Annual Meeting).

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If your shares are held instreet name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the 2018 Annual Meeting.

If you are eligible to vote at the 2018 Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the 2018 Annual Meeting by submitting a written ballot before the polls close.

Q:

What will happen if I submit my proxy but do not vote on a proposal?

A:

If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:

•

"FOR" the election of Douglas L. Becker, Brian F. Carroll, Andrew B. Cohen, William L. Cornog, Pedro del Corro, Michael J. Durham, Kenneth W. Freeman, George Muñoz, Dr. Judith Rodin, Eilif Serck-Hanssen, Ian K. Snow, Steven M. Taslitz, and Quentin Van Doosselaere, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal;

•

"FOR" the advisory vote to approve named executive officer compensation;

•

"FOR" ratification of the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2018; and

•

"1 YEAR" on the frequency of future advisory votes on executive compensation.

If any other item is properly presented for a vote at the meeting, the shares represented by your properly submitted proxy will be voted at the discretion of the proxies.

Q:

What will happen if I neither submit my proxy nor vote my shares in person at the 2018 Annual Meeting?

A:

If you are aregistered stockholder, your shares will not be voted.

If your shares are held instreet name, your bank, broker or other nominee may vote your shares on certain "routine" matters. The ratification of independent auditors is currently considered to be a routine matter. On this matter, your bank, broker or other nominee can:

•

Vote your street-name shares even though you have not provided voting instructions; or

•

Choose not to vote your shares.

The other matters you are being asked to vote on are not routine and cannot be voted by your bank, broker or other nominee without your instructions. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a "broker non-vote."

Q:

What does it mean if I receive more than one set of materials?

A:

You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a stockholder's request. You should contact your bank, broker or other nominee for more information.

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Q:

How many shares must be present to conduct business at the 2018 Annual Meeting?

A:

To carry on the business of the 2018 Annual Meeting, holders of a majority of the voting power of Class A common stock and Class B common stock issued and outstanding as of the record date must be present in person or represented by proxy.

Q:

What vote is required to approve each proposal?

A:

For Proposal 1, unless otherwise provided in the Wengen Securityholders Agreement (as herein defined), directors will be elected by a plurality of the votes of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person or represented by proxy at the 2018 Annual Meeting at which a quorum is present, which means that the 13 nominees receiving the highest number of affirmative votes will be elected.

For Proposal 2, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person or represented by proxy at the 2018 Annual Meeting at which a quorum is present will be required for approval.

For Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as Laureate's independent registered public accounting firm for the year ending December 31, 2018, the affirmative vote of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person or represented by proxy at the 2018 Annual Meeting at which a quorum is present will be required for approval.

For Proposal 4, the advisory vote proposing a once per year advisory vote on executive compensation, the option that receives the most votes will be considered the option selected by stockholders.

Q:

Are abstentions and broker non-votes counted in the vote totals?

A:

A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on "routine" matters. Where a proposal is not "routine," a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients' uninstructed shares on that proposal. At our 2018 Annual Meeting, only Proposal 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Your bank, broker or other nominee will therefore not have discretion to vote on the election of directors, the advisory vote to approve named executive officer compensation, or the advisory vote proposing a once per year advisory vote on executive compensation as these are "non-routine" matters.

Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients' shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, as the 13 nominees receiving the highest number of affirmative votes will be elected, abstentions and broker non-votes will not affect the outcome of the election of Directors. With regard to the affirmative vote of the shares present at the meeting required for Proposal 2, since it is a non-routine matter broker non-votes and abstentions will have the effect of a vote against Proposal 2. With regard to Proposal 4, since the option receiving the greatest number of votes—1 year, 2 years, or 3 years—will be the frequency recommended by our stockholders, abstentions and broker

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non-votes will have no effect on the outcome of Proposal 4. With regard to the affirmative vote of the shares present at the meeting required for Proposal 3, it is a routine matter so there will be no broker non-votes but abstentions will have the effect of a vote against Proposal 3.

Q:

How are votes counted?

A:

In the election of directors, Proposal 1, you may vote "FOR" all or some of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees.

For Proposal 2, and Proposal 3 you may vote "FOR," "AGAINST," or "ABSTAIN." If you elect to "ABSTAIN," the abstention has the same effect as a vote "AGAINST."

For Proposal 4, you may vote for "1 YEAR," "2 YEARS" or "3 YEARS" or "ABSTAIN." Abstentions will have no effect on the outcome of Proposal 3.

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated on a properly executed proxy card or over the telephone or Internet, the shares will be voted as recommended by our Board of Directors. (See "What will happen if I submit my proxy but do not vote on a proposal?" above for additional information.)

Q:

Is my vote confidential?

A:

Yes. The vote of any stockholder will not be revealed to anyone other than a tabulator of votes or an election inspector, except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against Laureate, (iii) to allow the Inspectors of Election to certify the results of the stockholder vote, (iv) in the event a proxy solicitation in opposition to Laureate or the election of the Board takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards.

Q:

Will any other business be transacted at the meeting? If so, how will my proxy be voted?

A:

Management does not know of any business to be transacted at the 2018 Annual Meeting other than those matters described in this Proxy Statement. The period specified in the Current Report on Form 8-K filed with the SEC on March 8, 2018 for submitting additional proposals to be considered at the meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the meeting, and any adjournments, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.

Q:

Who will pay the cost of soliciting votes for the 2018 Annual Meeting?

A:

We will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials. The largest expense in the proxy process is printing and mailing the proxy materials. Proxies also may be solicited on behalf of Laureate by directors, officers or employees of Laureate in person or by mail, telephone or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. ("Broadridge") to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the record date.

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PROPOSAL 1: ELECTION OF DIRECTORS

        At the 20182024 Annual Meeting, our stockholders will be asked to elect 13 directorsthe ten Director nominees named herein for a one-year term expiring at the next annual meeting of stockholders. Subject to the Wengen Securityholders Agreement (as defined below), each director will hold office until his or her successor has been elected and qualified or until the director'sdirector’s earlier death, resignation or removal.

Directors Designated by the Wengen Investors under the Wengen Securityholders Agreement

        Our Board of Directors consists of 13 persons, seven of whom are designated by Wengen Alberta, Limited Partnership, an Alberta limited partnership ("Wengen"), our controlling stockholder.

        In connection with the completion of our initial public offering, we entered into an amended and restated securityholders agreement dated February 6, 2017 (the "Wengen Securityholders Agreement"), with Wengen and certain other parties thereto, which provides, among other things, for the designation of directors by Wengen. Under the Wengen Securityholders Agreement, until Wengen ceases to own at least 40% of the common equity of Laureate, it is entitled to designate a proportion of our directors commensurate with its relative economic ownership of our common stock; however, as of the date of this Proxy Statement, Wengen has chosen to limit its designees on our Board of Directors. Pursuant to the Wengen Securityholders Agreement, four of Wengen's seven director designees are selected by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR"), Sterling Capital Partners II, L.P., Bregal Investments, Inc. (together with its affiliates, "Bregal"), and Cohen Private Ventures, LLC (together with its affiliates, "CPV"). KKR is entitled to designate one of Laureate's directors so long as KKR owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cornog currently serves as the KKR-designated director. Sterling Capital Partners II, L.P. is entitled to designate one of Laureate's directors so long as Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Messrs. Becker and Taslitz and each of their respective affiliates (together the "Sterling Parties") collectively own at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Taslitz currently serves as the Sterling-designated director. Bregal is entitled to designate one of Laureate's directors so long as Bregal owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Van Doosselaere currently serves as the Bregal-designated director. CPV is entitled to designate one of Laureate's directors so long as CPV owns at least a number of shares held through or acquired from Wengen in an amount equal to $75 million divided by the per share initial public offering price of the Class A common stock. Mr. Cohen currently serves as the CPV-designated director. The remaining three Wengen designees to the Laureate Board of Directors are selected by the vote of holders of a majority of interests in Wengen and are currently Mr. Carroll, Mr. del Corro and Mr. Snow. Wengen may decide to change the individuals it is entitled to have elected to our Board of Directors. In the event that any of KKR, Bregal, CPV or the Sterling Parties ceases to own its respective minimum number of shares, then the director designee selected by such party shall offer his or her resignation and such party shall no longer be entitled to designate a director to our Board of Directors. The Wengen Securityholders' Agreement does not terminate upon the dissolution of Wengen. See "—Certain Relationships and Related Party Transactions, and Director Independence—Information Regarding the Laureate Board" for additional information.

Chairman Compensation Agreement with Douglas Becker

        In December 2017, Wengen entered into an agreement with Mr. Becker, who previously served as Laureate's Chief Executive Officer, whereby Mr. Becker will serve as the non-executive Chairman of

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Laureate's board. See "—Executive Compensation—Potential Payments Upon Termination or Change in Control—Becker Chairman Agreement" for additional information.

Recommendation of our Board of Directors

Our Board of Directors recommends voting "FOR"“FOR” the election of each of the Director nominees named herein as directors, each of whom shall hold office for a term of one year, expiring at the annual meeting in 2019,2025 and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Each proxy or vote instruction form will be voted for the election of each of the Director nominees named herein as directors, unless the proxy contains contrary instructions. Shares of Class A common stock and Class B common stock represented by proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number.

        EachAs of the nominees currently serves as a memberdate of the 2024 Annual Meeting, two of our Board of Directors. Our directors are elected in accordance withwill be designated pursuant to the provisions of the Wengen Securityholders Agreement.Agreement (as defined below). See "Certain Relationships and Related Transactions, and Director Independence—Information Regarding“— Corporate Governance — Directors Designated by Certain of the Laureate Board."Wengen Investors under the Wengen Securityholders Agreement.” Subject to the provisions of the Wengen Securityholders Agreement, our directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the annual meeting. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

Nominees for Election to the Board of Directors

Our Board of Directors has nominated ten persons to stand for election at the 2024 Annual Meeting and to hold office until the next Annual Meeting. All nominees are currently Directors elected at the 2023 Annual Meeting, except for William J. Davis, who is a new Director nominee.

The Nominating and Governance Committee has recommended the ten nominees for nomination by the Board of Directors after an evaluation of the size and composition of the Board and a review of each member’s skills, experience, and independence. Our Board of Directors believes that each of the nominees brings strong skills, background, experience and expertise to the boardroom, giving the Board as a group the appropriate balance of skills needed to exercise its oversight responsibilities and composition that aligns with our long-term strategy. The Board further believes that diversity with respect to gender, race and ethnicity, background, professional experiences and perspectives are important elements in the Board selection process. Our Board also recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives.

We believe that we have an effective process in place for seeking out, evaluating and recommending potential candidates for election to the Board. The Board recognizes the importance of evaluating Board refreshment within the context of our overall business strategy and current operations. The Nominating and Governance Committee regularly considers the size and composition of the Board by considering the diversity, background, experience, and tenure of our Board members. Discussions were held throughout the year covering Director tenure and the skill sets represented by the current Directors and in consideration of the need to add new members with unique expertise and experiences that the Nominating and Governance Committee and the Board believe will benefit the Company and the Board as a whole.

Through this process, the Nominating and Governance Committee, with the assistance of an independent third-party search firm, has determined to recommend, and the Board to nominate, William J. Davis for election as a Director at the 2024 Annual Meeting. Mr. Davis will be our third new director elected since 2022.

2 Laureate Education, Inc.

Mr. Davis is a seasoned executive leader with skilled experience in strategic planning, finance, transformations, enterprise systems, mergers and acquisitions, and complex corporate transactions. Mr. Davis will provide our Board with extensive knowledge in the areas of education technology, enterprise solutions, digital transformation and both business-to-business and business-to-customer environments. Mr. Davis also will bring to our Board further financial expertise and public company, corporate governance and audit committee experience. His experience in these areas will provide invaluable insight and add strong leadership capabilities and skills to our Board.

By nominating Mr. Davis, the Board of Directors intends to increase the size of the Board of Directors from nine to ten.

The names of the nominees for election to the Board of Directors and certain information about such nominees including their ages, are set forth below. All Directors nominated are independent except for Mr. Serck-Hanssen. For information concerning the number of shares of common stock beneficially owned by each nominee, see "—Security“Security Ownership of Certain Beneficial Owners and Management".Management and Related Stockholder Matters.”

Douglas L. Becker has served as our Chairman since February 2000. Mr. Becker served as our Chief Executive Officer from February 2000 until December 31, 2017 and as President from June 2011 until September 2015. From April 1993 until February 2000, Mr. Becker served as Laureate's President and Co-Chief Executive Officer. Mr. Becker has been a Director of Laureate since December 1989.

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Mr. Becker was a director of Constellation Energy Corporation from April 1999 through May 2009. He currently serves on the boards of several private companies. From 2004 to June 2015, Mr. Becker served as a director of Meritas LLC, a privately owned family of college preparatory schools. Mr. Becker also serves on the boards of two nonprofit companies: International Youth Foundation, a nonprofit Global NGO focusing on youth employment, education and civic engagement, for which Mr. Becker serves as Chairman and as a member of its audit committee and compensation committee; and Sylvan Laureate Foundation, focused on Baltimore, Maryland and the other communities in which our employees live to seek and support best practices in education and training, for which Mr. Becker serves as a member of its compensation committee.

Brian F. Carroll is the Managing Partner of Carroll Capital LLC. He was, through 2016, a Member of KKR, a global alternative asset manager. He joined KKR in 1995 and was head of the Consumer and Retail teams in Europe. He was also a member of the European Investment Committee. is a member of Torreal, S.A., one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Senior Advisor and Member of the Family Counsel. Prior to joining Torreal, Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. Mr. del Corro currently is a director of each of Arbarin Sicav, S.A., Inversiones Naira Sicav, S.A., and Austral Capital SIL, S.A. In addition to serving as a director of Laureate, Mr. Carroll serves as a director of Flowgroup Plc, and in the past five years, he has served as a member of the boards of directors of Universidad Europea de Madrid, S.L.U., Imagina Media Audiovisual, S.L. and Saba Infraestructuras. Mr. del Corro earned a law degree from the Universidad de Deusto and a business administration degree from ICADE Business School — Universidad Pontificia de Comillas.

4 Laureate Education, Inc.

After careful review of the Compensationinformation provided by each director and nominee whose independence was being evaluated, and upon the recommendation of the Nominating and Corporate Governance Committee, of our Board of Directors since July 2007.

Andrew B. Cohen is a Managing Director at Cohen Private Ventures, which invests long-term capital, primarily in direct private investments and other opportunistic transactions, on behalf of Steven A. Cohen. Prior to his position with Cohen Private Ventures, Mr. Cohen was a managing director, director and analyst at S.A.C. Capital Advisors, L.P., an investment management firm, and its predecessor from 2002 to 2005 and 2010 to 2014. From 2005 to 2010, Mr. Cohen was a managing director and partner of Dune Capital Management LP, an investment management firm. Mr. Cohen began his career at Morgan Stanley where he was an analyst in the real estate department and principal investing group (MSREF) and then an associate in the mergers and acquisitions group after business school. Mr. Cohen received his B.A. from the University of Pennsylvania and his M.B.A. from the Wharton Schoolaffirmatively determined that all of the UniversityDirector nominees are independent under Nasdaq rules for purposes of Pennsylvania. Mr. Cohen is a director of Kadmon Holdings, Inc. He also serves on the boards of several private companies. He also serves on the National Advisory Board of the Johns Hopkins Berman Institute of Bioethics, and the Painting and Sculpture Committee of The Whitney Museum of American Art. Mr. Cohen has been a Director since June 2013.

William L. Cornog joined KKR Capstone, a consulting firm that provides services to KKR portfolio companies, in 2002 and currently serves as Global Head of KKR Capstone. Mr. Cornog serves as a member of KKR's Americas, EMEA and APAC Portfolio Management Committees. Prior to joining KKR Capstone, Mr. Cornog was with Williams Communications Group as the senior vice president and general manager of Network Services. Prior to Williams Communications Group, Mr. Cornog was a partner at The Boston Consulting Group. Mr. Cornog has also worked in direct marketing with Age Wave Communications and in marketing and sales positions with SmithKline Beckman. Mr. Cornog holds a B.A. from Stanford University and an M.B.A. from Harvard Business School. Mr. Cornog has been a Director since February 2017.

Pedro del Corro is a Member of Torreal, S.A., one of the largest private investment firms in Spain. He joined Torreal in 1990 and is currently a Managing Director and Member of the Board. In addition to serving as a Director, of Laureate, he is currently a member of the board of directors of Universidad Europea de Madrid, a member of theLaureate International Universities network located in Spain, Imagina, Saba Infraestructuras and Arbarin. Prior to joining Torreal,except for Mr. del Corro held various positions with Procter & Gamble in Spain, Belgium, the United Kingdom and Portugal. He has a law

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degree from the Universidad de Deusto and a business administration degree from ICADE Business School—Universidad Pontificia Comillas. Mr. del Corro has been a Director since February 2017.

Michael J. Durham has been a member of the Board of Directors and chairman of the Audit Committee of Travelport Worldwide Limited since 2014. From 2000 to 2012, Mr. Durham wasSerck-Hanssen, our President and Chief Executive OfficerOfficer.

Board Composition and Diversity

Except with respect to the directors designated pursuant to the Wengen Securityholders Agreement, as documented in the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee takes into account a candidate’s experience, integrity, expertise, diversity, independence, ability to make independent analytical inquiries, understanding of Cognizant Associates,the Company’s business environment and willingness to devote adequate time to Board duties in evaluating candidates who may be able to contribute to the Board as a consulting company he founded. Before founding Cognizant, Mr. Durham servedwhole — all in the context of an assessment of the perceived needs of the Board at that point in time. While the Company does not have a stand-alone diversity policy in place, and the Board does not make any particular weighting of diversity or any other characteristic when evaluating director nominees, the Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. As of our record date, 33% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors embody a diverse range of viewpoints, professional experiences, skills and backgrounds, in addition to high standards of personal and professional ethics and valuable knowledge of our business and our industry.

2024 Proxy Statement 7

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as Director, Presidentself-disclosed by our directors. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605.

Board Diversity Matrix (as of April 2, 2024)

Board Diversity

Total Number of Directors

9

Gender

Female

Male

Non- Binary

Did Not Disclose Gender

Directors

2

7

–

–

Demographic Background

African American or Black

–

–

–

–

Alaskan Native or Native American

–

–

–

–

Asian

–

–

–

–

Hispanic or Latinx

1

–

–

Native Hawaiian or Pacific Islander

–

–

–

–

White

1

6

–

–

Two or More Races or Ethnicities

1

–

–

–

LGBTQ+

–

Did not Disclose Demographic Background

–

Board Leadership Structure

Our Board of Directors currently is led by an independent director, Kenneth W. Freeman, Chairman of the Board. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman of the Board and Chief Executive Officer of Sabre, Inc., then a NYSE-listed company providing information technology services to be filled by the travel industry. Mr. Durham held those positionssame or different individuals. This flexibility allows our Board to decide, from October 1996,time to time, in its business judgment after considering relevant factors, including the date of Sabre, Inc.'s initial public offering, until October 1999. Prior to that, Mr. Durham worked at AMR Corp./American Airlines, serving as Senior Vice President and Treasurer of AMR Corporation and Senior Vice President of Finance and Chief Financial Officer of American Airlines until he assumed the position of President of Sabre. During the preceding years, Mr. Durham served on the boards of directors of numerous publicly traded and privately held companies, including Asbury Automotive Group Inc., Acxiom Corporation and The Hertz Corporation. Mr. Durham received his B.A. from the University of Rochester and M.B.A. from Cornell University. Mr. Durham has been a Director since April 2017.

Kenneth W. Freeman serves as our lead independent director. Mr. Freeman joined Boston University as the Allen Questrom Professor and Deanspecific needs of the Questrom School of Businessbusiness and what is in August 2010. Mr. Freeman served as a senior advisor of Kohlberg Kravis Roberts & Co. from August 2010 through December 2014. From October 2009 to August 2010, Mr. Freeman was a member of KKR Management LLC, the general partner of KKR & Co. L.P. Mr. Freeman was a memberbest interest of the limited liability company that served asstockholders, whether the general partnertwo roles should be combined or separated. Our Board separated the roles of Kohlberg Kravis Roberts & Co. L.P. from 2007. He joined the firm as Managing Director in May 2005. From May 2004 to December 2004, Mr. Freeman was Chairman of Quest Diagnostics Incorporated, and from January 1996 to May 2004, he served as Chairman and Chief Executive Officer of Quest Diagnostics Incorporated. From May 1995 to December 1996, Mr. Freeman was President and Chief Executive Officer of Corning Clinical Laboratories, the predecessor company to Quest Diagnostics. Prior to that, he served(“CEO”) in various general management and financial roles with Corning Incorporated. Mr. Freeman currently serves as chairman of the board of trustees of Bucknell University and chairman of the Graduate Management Admissions Council. He served on the board of directors of HCA Holdings, Inc. from 2010 until 2014. Mr. Freeman received a BSBA, summa cum laude, Phi Beta Kappa, from Bucknell University in 1972, and an M.B.A. with Distinction from Harvard Business School in 1976. Mr. Freeman has been a Director since April 2017

George Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. Mr. Muñoz has also been a partner in the Chicago-based law firm Tobin & Muñoz, LLC since 2002. Mr. Muñoz served as President and Chief Executive Officer of the Overseas Private Investment Corporation from 1997 to January 2001. Mr. Muñoz was Chief Financial Officer and Assistant Secretary of the U.S. Treasury Department from 1993 until 1997. Mr. Muñoz is a certified public accountant and an attorney. Mr. Muñoz is a director of Marriott International, Inc. (and a member of its audit committee), Altria Group, Inc. and Anixter International, Inc., and a trustee of the National Geographic Society. Mr. Muñoz served three terms as president of the Chicago Board of Education in the mid-1980s. Mr. Muñoz has taught courses in globalization at Georgetown University in Washington D.C. and is co-author of the book "Renewing the American Dream: A Citizen's Guide for Restoring of Competitive Advantage." Mr. Muñoz has a B.B.A. in Accounting from the University of Texas, a J.D. and a Master of Public Policy from Harvard University, and a LL.M. in Taxation from DePaul University. Mr. Muñoz has been a Director since March 2013 and Chairman of the Audit Committee of the2018. Our Board of Directors since August 2013.

Dr. Judith Rodin servedbelieves that this leadership structure, as President of The Rockefeller Foundation from March 2005 to January 2017. The foundation supports efforts to combat global social, economic, healthshown below, effectively allocates authority, responsibility and environmental challenges. From 1994 to 2004, Dr. Rodin served as President of the University of

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Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University,oversight between management and also served as Dean of the Graduate School of Arts and Sciences and Provost, and served as a faculty member at the university for 22 years. Dr. Rodin is also a director of Citigroup Inc. and Comcast Corporation. She also currently serves on the boards of several private companies. Dr. Rodin served as a director of AMR Corporation from 1997 to 2013. Dr. Rodin holds a B.A. from the University of Pennsylvania and a Ph.D. from Columbia University. Dr. Rodin has been a Director since December 2013.

Eilif Serck-Hanssen serves as our Chief Executive Officer, a position he has held since January 2018. From March 2017 to December 2017, Mr. Serck-Hanssen served as our President and Chief Administrative Officer as well as our Chief Financial Officer. From July 2008 through March 2017, Mr. Serck-Hanssen served as our Executive Vice President and Chief Financial Officer. From February 2008 until July 2008, Mr. Serck-Hanssen served as chief financial officer and president of international operations at XOJET, Inc. In January 2005, Mr. Serck-Hanssen was part of the team that founded Eos Airlines, Inc., a premium airline, and until February 2008, Mr. Serck-Hanssen served as its executive vice president and chief financial officer. Prior to starting Eos Airlines, Mr. Serck-Hanssen served in several financial executive positions at US Airways, Inc. (now American Airlines, Inc.) and Northwest Airlines, Inc. (now Delta Airlines, Inc.), including serving as a senior vice president and Treasurer of US Airways, Inc. Prior to joining the airline industry, Mr. Serck-Hanssen spent over five years with PepsiCo, Inc., in various international locations and three years with PricewaterhouseCoopers LLP (formerly Coopers & Lybrand Deloitte) in London. Mr. Serck-Hanssen earned a B.A. in management science from the University of Kent at Canterbury (United Kingdom), a B.S. in civil engineering from the Bergen University College (Norway), and an M.B.A. in finance at the University of Chicago Booth School of Business. He is an Associate Chartered Accountant (ACA) and a member of the Institute of Chartered Accountants in England and Wales. Mr. Serck-Hanssen has been a Director since January 2018.

Ian K. Snow is chief executive officer and a co-founding Partner of Snow Phipps Group, LLC, a private equity firm. Prior to the formation of Snow Phipps in April 2005, Mr. Snow was a Managing Director at Ripplewood Holdings L.L.C., a private equity firm, where he worked from its inception in 1995 until March 2005. Mr. Snow received a B.A., with honors, in history from Georgetown University. He currently serves as a director of the following private companies in which Snow Phipps holds an equity interest: EnviroFinance Group, LLC, a company specializing in financing the acquisition, cleanup and redevelopment of contaminated properties; Velocity Commercial Capital, Inc., a small balance commercial real estate lender; ZeroChaos, LLC, a provider of contingent workforce management solutions; Velvet, Inc., a designer, manufacturer and wholesaler of upscale apparel brands; and Service Champ, Inc., a vehicle products distributor. In addition, from 1996 until 2007, Mr. Snow was a director (and, from 2006 until 2007, a member of the audit committee of the board of directors) of Asbury Automotive Group, Inc. Mr. Snow has been a Director since July 2007.

Steven M. Taslitz has served since 1983 as a Senior Managing Director of Sterling Partners, a private equity firm he co-founded with Mr. Becker and others. Mr. Taslitz currently serves as a director of the following privately held companies in which Sterling Partners holds an equity interest: Conversant Intellectual Property, Inc., an intellectual property management company; Innovation Holdings, LLC, parent to I/O Data Centers, LLC and Baselayer, LLC, data center and data center operating systems companies; Prospect Mortgage, LLC, a retail mortgage origination company; Wengen Investments Limited; Sterling Fund Management, LLC; Secondary Opportunity Book, LLC; Sterling Venture Partners, LLC; Sterling Capital Partners, LLC; Sterling Capital Partners II, LLC; Sterling Capital Partners III, LLC; SC Partners III AIV One GP Corporation; Sterling Partners 2009, LLC; and Sterling Capital Partners IV, LLC. In addition, from April 2005 to October 2012, Mr. Taslitz was a director of Ameritox Ltd., a prescription monitoring solution provider and Ameritox Testing Management, Inc., a laboratory services company. Mr. Taslitz also serves on the compensation

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committees of the boards of directors of each of these companies other than Conversant Intellectual Property, Inc. and serves as a member of the audit committee of the board of directors of Ameritox, Ltd. Mr. Taslitz received his B.A., with honors, in accounting from the University of Illinois. Mr. Taslitz has been a Director since July 2007.

Quentin Van Doosselaere is Co-Chief Executive Officer of Bregal Investments, Inc., a private equity investment business. Mr. Van Doosselaere joined Bregal in January 2009. Following his business school graduation in 1984, he moved to New York and began his career at Drexel Burnham Lambert. He then joined Bankers Trust Co. as a Managing Director and ran various global capital markets businesses. In the mid-1990s, he held executive positions in a number of non-profit organizations before going into academia. He was affiliated with Columbia University and Oxford University when he joined Bregal. Mr. Van Doosselaere serves as a member of the investment committees of Bregal Capital, Bregal Sagemount, Bregal Partners, Bregal Freshstream, Bregal Energy, Bregal Private Equity Partners, Ranch Capital Investment and Birchill Exploration. Mr. Van Doosselaere holds a degree from the Solvay Brussels School of Economics of the Université Libre de Bruxelles (Belgium) and a Ph.D. from Columbia University. Mr. Van Doosselaere has been a Director since January 2015.

        During the past ten years, none of Laureate or its current Directors has (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

        Except as described below, during the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our current directors, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our current directors and (iii) none of our current Directors was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.

        In January 2005, Mr. Serck-Hanssen joined the team that founded Eos Airlines, Inc. Eos Airlines was an all first-class shuttle between New York and London. Mr. Serck-Hanssen left Eos in February 2008, and Eos filed for protection under Chapter 11 of the U.S. Bankruptcy Code in late April 2008, after the collapse of Bear Stearns & Co., its largest single client, and the start of the U.S. economic downturn, which caused funding commitments from its financial sponsors to be withdrawn.

        With the exception of Mr. Serck-Hanssen, who is a Norwegian citizen and a permanent resident of the United States, Mr. Van Doosselaere, who holds Belgian citizenship, and Mr. del Corro, who holds Spanish citizenship, all of the Directors listed above are U.S. citizens.

Controlled Company Exception

        Wengen controls a majority of the voting power of our outstanding common stock. As a result, we are a "controlled company" within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain Nasdaq corporate governance standards, including:

•

the requirement that a majority of the board of directors consist of independent directors;



•

the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

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•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and



•

the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

        We utilize, and intend to continue to utilize, these exemptions. As a result, our Board of Directors does not and will not have a majority of independent directors, our Nominating/Corporate Governance Committee and Compensation Committee do not and will not consist entirely of independent directors and such committees do not and will not be subject to annual performance evaluations. Accordingly, for so long as we are a "controlled company" our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Board Meetings

        During 2017, there were 13 meetingsmembers of our Board of Directors and five actions by written consent. Each incumbent Directorthat our stockholders are best served with this structure in place.

8 Laureate Education, Inc.

Board Attendance

During 2023, our Board of Directors held seven meetings and its committees collectively held 22 meetings. All of our Directors attended at least 75% of theBoard and applicable committee meetings held by the Board of Directors during the period in which each such Director served as a member of our Board of Directors. All2023. Directors are expected to attend all Board and Committee meetings, as well as our annual meeting of stockholders. Each current Director attended the 2023 annual meeting of stockholders.

Board Committees

To support effective corporate governance, our Board of Directors meetings ofdelegates certain responsibilities to its committees, who report on their activities to the Committees upon which they serve and meetings of our stockholders absent cause.

Board Committees

Board. Our Board of Directors has four standing committees: an Audit and Risk Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Education Committee. The current members and chairs of our committees, the number of meetings held in 2023 and the principal functions of each committee are shown below. Each member is independent under the Nasdaq listing standards, as well as applicable Securities and Exchange Commission (“SEC”) rules for Board and committee service.

Each committee has a Committeecharter setting forth its roles and responsibilities. Those charters can be found on Education.our website at http://investors.laureate.net under “Leadership & Governance.”

 The

C – Chair    M – Member    * Audit committee financial expert

Audit and Risk Committee meets with our independent auditors to: (i) review whether satisfactory accounting procedures are being followed by us and whether our internal accounting controls are adequate; (ii) monitor audit and non-audit services performed byKey Responsibilities:

2024 Proxy Statement 9

The Board of Directors has determined that Mr. Muñoz is an "audit committee financial expert" for purposeseach member of Regulation S-K, Item 407(d)(5). Mr. Muñoz also serves as the Audit Committee's chairman. The Board of Directorsand Risk Committee has affirmatively determinedsufficient knowledge in financial and auditing matters under Nasdaq rules and that each of Messrs.Mr. Muñoz Durham and Freeman meetsMr. Davis is an “audit committee financial expert” as defined by the definition of "independent director" for purposes of the Nasdaq rules and the independence requirements of Rule 10A-3 of the Exchange Act. There were six meetings of the Audit Committee during 2017.SEC.

        The Compensation Committee establishesKey Responsibilities:

 The

Nominating and Corporate Governance Committee develops and recommends to the Board of DirectorsKey Responsibilities:

Education Committee currently consists of Messrs. Cornog, Durham, SnowKey Responsibilities

 Each

10 Laureate Education, Inc.

Code of Conduct and Ethics

        The Company hasWe have adopted a code of conduct and ethics (the “Code of Conduct”) that applies itsto all of itsour employees, includingdirectors, officers, and full- and part-time employees and faculty. Our Code of Conduct and related policies outline requirements related to our ethical standards, conflicts of interest, employee trading activities, whistleblowing responsibilities and protections, anti-bribery and corruption controls, privacy, data security, and sanctions and trade control laws. We perform ongoing training and awareness activities to ensure these policies and requirements are well understood across the Chief Executive Officer, Chief Financial Officerorganization. This includes mandatory ethics and Chief Accounting Officer. compliance training and certifications for all employees and onboarding sessions held with new hires.

We encourage our employees, faculty members, students and others to ask questions or raise concerns related to our Code of Conduct, potential violations or other ethics or compliance issues. We have a zero tolerance, non-retaliation policy. Our 24-hour reporting hotline is administered through a third-party to offer anonymity to anyone reporting such issues. Information about our whistleblower policy and practices are included in the Code of Conduct. All reports, which are reviewed by the Audit and Risk Committee each quarter, are investigated promptly, thoroughly and fairly, and appropriate action is taken whenever necessary.

The Code of Conduct and Ethics is postedavailable on our website.website at http://investors.laureate.net under “Leadership & Governance.” If we ever were to amend or waive any provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, under applicable SEC rules with respect to any such waiver or amendment by posting such information on our website at http://investors.laureate.net rather than by filing a Current Report on Form 8-K.

Board and Committee Oversight of Risk Management

We are committed to Board-level oversight of risk management. Our Board of Directors is responsible for assessing the most significant risks facing the Company and overseeing and regularly reviewing management’s plans and actions directed toward the mitigation and/or elimination of such risks in order to support the achievement of growth and business objectives within acceptable risk levels. Our Board of Directors’ role in risk oversight of the Company is consistent with the Company’s leadership structure, with the President and CEO and other members of our executive leadership team having responsibility for assessing and managing the Company’s risk exposure and our Board of Directors and its committees providing oversight in connection with those efforts. Our Board of Directors exercises these responsibilities regularly as part of its meetings and also through its committees, each of which examines various components of risk as part of its responsibilities and provides regular reports to the Board regarding matters reviewed at their committee. Our CEO, executive leadership team and other members of our management regularly report to the Board and its committees to discuss risk management and mitigation. These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls. We believe the division of risk management responsibilities described below provides an appropriate framework for evaluating and addressing the risks facing us and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management.

2024 Proxy Statement 11

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance
Reports

Based on a review of reports filed with the SEC by our directors, executive officers and beneficial owners of more than 10% of our common stock regarding their ownership and transactions in our common stock and written representations from those directors and executive officers, we believe, except as otherwise noted below, that each director, executive officer and beneficial owner of more than 10% of our common stock has filed timely reports under Section 16(a) of the Securities Exchange Act of 1934 during 2017, except that StepStone Funds, William L. Cornog, Pedro2023. Mr. del Corro and Michael Durham each filed a Form 3 late relating to their respective initial holdings of the Company's common stock in connection with the Company's initial public offering; Point72Asset Management, L.P., its general partner, Point72 Capital Advisors, Inc., and its sole shareholder, Steven A. Cohen, filed a Form 3 and amendment to Form 3 late relating to their initial holdings of the Company's common stock in connection with the Company's initial public offering and filed one Form 4 late covering a totalreporting (i) two transactions in 2021 with respect to the conversion of seven transactions; Kenneth Freeman filed his Form 3 late relatingClass B Common Stock held indirectly through Wengen into Common Stock, (ii) four transactions in 2023 involving the sale of shares held indirectly through Wengen, and (iii) three transactions in 2024 involving the direct and indirect sale of shares of Common Stock to his initial holdings of the Company's common stock in connection with his becoming a director of the Company and one Form 4 late covering one transaction; and Enderson Guimarães filed one Form 4 late covering 3 transactions.Company.