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Stock-Based Compensation

3 Months Ended

Sep. 30, 2025

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

15. Stock-Based Compensation

Adtalem’s current stock-based incentive plan is its Fourth Amended and Restated Incentive Plan of 2013, which is administered by the Compensation Committee of the Board. Under the plan, employees and Board members are eligible to receive stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other forms of stock awards. As of September 30, 2025, 1,486,604 shares of common stock were available for future issuance under this plan.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. We account for forfeitures of unvested awards in the period they occur. Adtalem issues new shares of common stock to satisfy stock option exercises, RSU vests, and PSU vests. Stock-based compensation expense is included in student services and administrative expense in the Consolidated Statements of Income. There was no capitalized stock-based compensation cost as of September 30, 2025 and June 30, 2025.

Stock Options

Beginning in fiscal year 2023, the Compensation Committee of the Board determined to no longer grant stock options. Prior to fiscal year 2023, we granted stock options generally with a four-year graded vesting from the grant date and expire ten years from the grant date. The following table summarizes stock option activity for the three months ended September 30, 2025:


							Weighted-Average
		Number of					Remaining		Aggregate
		Stock		Weighted-Average			Contractual Life		Intrinsic Value
		Options		Exercise Price			(in years)		(in thousands)
Outstanding as of June 30, 2025		275,238		$	38.05
Exercised		(3,624)			35.83
Outstanding as of September 30, 2025		271,614			38.08		5.2		$	31,607
Exercisable as of September 30, 2025		271,614		$	38.08		5.2		$	31,607

The fair value of stock options that vested during the three months ended September 30, 2025 and 2024 was $0.6 million and $1.3 million, respectively. As of September 30, 2025, all stock options have been vested and therefore there is no remaining unrecognized stock-based compensation expense related to unvested stock options. The total intrinsic value of stock options exercised for the three months ended September 30, 2025 and 2024 was $0.4 million and $9.7 million, respectively.

RSUs

We grant RSUs generally with a three-year graded vesting from the grant date. We also grant RSUs to our Board members with a one-year cliff vest from the grant date. The fair value per share of RSUs is the closing market price of our common stock on the grant date. The following table summarizes RSU activity for the three months ended September 30, 2025:


				Weighted-Average
		Number of		Grant Date
		RSUs		Fair Value
Unvested as of June 30, 2025		529,969		$	59.41
Granted		1,060			117.85
Vested		(223,670)			40.01
Forfeited		(5,880)			66.79
Unvested as of September 30, 2025		301,479		$	73.87

The weighted-average grant date fair value per share of RSUs granted in the three months ended September 30, 2025 and 2024 was $117.85 and $74.83, respectively. The grant date fair value of RSUs that vested during the three months ended September 30, 2025 and 2024 was $8.9 million and $11.4 million, respectively. As of September 30, 2025, $11.6 million of unrecognized stock-based compensation expense related to unvested RSUs is expected to be recognized over a remaining weighted-average period of 1.6 years.

PSUs

We grant PSUs with an approximate three-year cliff vest from the grant date. The fair value per share of PSUs is the closing market price of our common stock on the grant date. We estimate the number of shares that will vest under our PSU awards when recognizing stock-based compensation expense for each reporting period. The final number of shares that vest under our PSUs is based on metrics approved by the Compensation Committee of the Board. The following table summarizes PSU activity for the three months ended September 30, 2025:


				Weighted-Average
		Number of		Grant Date
		PSUs		Fair Value
Unvested as of June 30, 2025		614,000		$	57.20
Incremental PSUs granted based on achievement of metrics		196,416			42.03
Vested		(487,721)			41.83
Forfeited		(13,005)			42.48
Unvested as of September 30, 2025		309,690		$	72.41

The grant date fair value of PSUs that vested during the three months ended September 30, 2025 and 2024 was $20.4 million and $2.8 million, respectively. As of September 30, 2025, $19.4 million of unrecognized stock-based compensation expense related to unvested PSUs is expected to be recognized over a remaining weighted-average period of 1.5 years.