CVSA 8-K
Covista Inc. (CVSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on |
Common Stock $0.01 Par Value | ATGE | NYSE Texas |
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).
Emerging growth company
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. ☐
Item 8.01Other Events
On May 6, 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 $150 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 May 6, 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 $300 million of its shares.
A copy of the press release announcing the approval of the $150 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
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 May 6, 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.
Item 9.01Financial Statements and Exhibits
99.1 |
| Press release of Adtalem Global Education Inc. dated May 6, 2025. |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
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: May 6, 2025
Exhibit 99.1
News Release
Investor Contact
Jay Spitzer
+1 312-906-6600
Media Contact
Britt Mitchell
+1 872-270-0301
Adtalem Global Education Announces New $150 Million Share Repurchase Program
Completes $300 million January 2024 Board-authorized share repurchase program
Reflects operational excellence through Growth with Purpose strategy, robust cash generation and disciplined capital allocation
CHICAGO – May 6, 2025 – Adtalem Global Education Inc. (NYSE: ATGE), the leading healthcare educator in the United States, today announced that its board of directors has authorized a new share repurchase program, which allows Adtalem to repurchase up to $150 million of its common stock through May 2028.
In connection with today’s announcement, Adtalem disclosed that it completed its January 2024 board-authorized $300 million share repurchase program on May 5, 2025, representing a significant return to shareholders. The completed repurchase program had been authorized through January 2027.
“The accelerated completion of our share purchase authorization reflects our unwavering confidence in Adtalem’s strong fundamentals and the enduring value of our Growth with Purpose strategy,” said Steve Beard, chairman and chief executive officer, Adtalem Global Education. “Recent market dislocations have created compelling opportunities to purchase shares at attractive valuations, enhancing shareholder value. Moving forward, we will maintain a disciplined yet dynamic allocation approach, prioritizing investments to expand program capacity across our portfolio to drive accelerated growth through 2027 and beyond. By leveraging robust cash flow, we aim to broaden access to high-demand healthcare education, bring new capacity to market and return excess to shareholders.”
Since February 2022, the company has returned $763 million to shareholders, reducing shares outstanding by 28% at an average share repurchase price of approximately $49. The company has approximately 36 million shares of common stock outstanding as of May 5, 2025.
“Execution against our organic growth strategy continues to yield healthy financial returns. Our cash generation has strengthened our balance sheet, affording us the ability to capture opportunities for high-return capital deployment,” said Bob Phelan, senior vice president and chief financial officer, Adtalem Global Education.
Under today’s new share repurchase authorization, the timing and amount of any repurchases will be determined by management based on evaluation of market conditions and other factors. These repurchases may be made through open market purchases, accelerated share repurchases, privately negotiated transactions or otherwise. Any purchases will be at such times and in amounts as the company has approved in accordance with applicable rules and regulations. The repurchases will be funded through available cash balances and ongoing business operating cash generation, and may be suspended or discontinued at any time.
Third Quarter Fiscal Year 2025 Conference Call and Webcast Information
Adtalem will hold a conference call to discuss its third quarter fiscal year 2025 results on Thursday, May 8, 2025, after financial markets close at 4:00 p.m. CT (5:00 p.m. ET).
The call can be accessed by dialing +1 877-407-6184 (U.S. participants) or +1 201-389-0877 (international participants) and stating “Adtalem earnings call” or by using conference ID: 13752889. The call will be simulcast through the Adtalem investor relations website at: https://investors.adtalem.com.
Adtalem will archive a replay of the call for 30 days. To access the replay, dial +1 877-660-6853 (U.S.) or +1 201-612-7415 (international), conference ID: 13752889, or visit the Adtalem investor relations website.
About Adtalem Global Education
Adtalem Global Education is the leading provider of healthcare education in the U.S., shaping the future of healthcare by preparing a practice-ready workforce with high-quality academic programs. We innovate education pathways, align with industry needs and empower individuals to reach their full potential. Our commitment to excellence and access is reflected in our expansive network of institutions, serving over 90,000 students and supported by a strong community of approximately 350,000 alumni and nearly 10,000 dedicated employees. Visit Adtalem.com for more information and follow us on LinkedIn, Instagram and Facebook.
###