Form DEF 14A LAUREATE EDUCATION, INC. To: May 25

the natural persons referred to in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph, except for Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. LP, 30 Hudson Yards, New York, New York 10001. The business address Mr. Roberts’ principal is c/o Kohlberg Kravis Roberts & Co. LP, 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.

As further described in “Certain Related Party Relationships and Transactions, and Director Independence”, Wengen and all current and former Wengen investors who have an employee or representative serving on the board of directors of Wengen Investments Limited, Wengen’s general partner, or our board of directors, must vote their common stock in favor of the director nominees nominated by KKR and CPV.

(3)

Represents ordinary shares held directly by Wengen. The Partnership’s interests in Wengen are held by certain investors, including investment funds and other investors affiliated with or managed by, among others, CPV Partners, LLC (together with its affiliates, including CPV Holdings, LLC, “CPV”), Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”), Sterling Laureate, LP and certain investment vehicles on behalf of persons not affiliated with CPV or Snow Phipps (collectively , the “Wengen Investors”). Wengen’s general partner is Wengen Investments Limited, which is governed by a board of directors which includes representatives from CPV and Snow Phipps. By virtue of this representation, Wengen’s investors control the voting of common stock held by Wengen in the election of certain directors and may be deemed to share beneficial ownership of securities beneficially owned by Wengen.

CPV has investment management authority over an investment fund that holds, directly and indirectly, limited partnership interests in Wengen that collectively relate to approximately 12,796,782 underlying common shares held by Wengen. CPV may also be deemed to have voting and investing power over that portion of the common stock held by Wengen by virtue of its ability to direct Wengen with respect to certain voting rights and the disposition of such securities. CPV also beneficially owns 3,215,056 common shares, including 15,864 common shares that were issued under the unemployed directors’ compensation program. Steven A. Cohen is an executive officer of CPV. In this capacity, Steven A. Cohen can also be considered the beneficial owner with shared voting power and shared investment power with respect to the securities, as described above. In total, and including the shares held by Wengen as set forth in footnote (3) above, CPV and Steven A. Cohen may be deemed to beneficially own 24,070,640 shares of common stock, representing, in total, approximately 13.85% of the common stock outstanding, calculated in accordance with SEC rules. CPV’s address is 55 Hudson Yards, New York, New York 10001. Steven A. Cohen’s address is 72 Cummings Point Road, Stamford, Connecticut 06902.

Snow Phipps Group, LP, SPG Co-investment,
LP, Snow Phipps Group (B), LP, Snow Phipps Group (Offshore), LP and Snow Phipps Group (RPV), LP hold limited partnership interests in Wengen which relate to approximately 2,584,865, 13,986, 24 832, 83,547 and 134,604 underlyings. common shares held by Wengen, respectively, for a total of 2,841,834 shares, and may also be deemed to have voting and investment power over that portion of the common shares held by Wengen by virtue of their ability to direct Wengen in this regard. regarding certain voting rights and disposal of such securities. Snow Phipps Group, LP, Snow Phipps Group (B), LP, Snow Phipps Group (Offshore), LP, Snow Phipps Group (RPV), LP and SPG Co Investment LP also beneficially own an aggregate of 2,087,778 shares common shares, which shares are included above in the table for Ian K. Snow. SPG GP, LLC is the general partner of Snow Phipps Group (Offshore), LP, Snow Phipps Group (B), LP, Snow Phipps Group, LP, Snow Phipps Group (RPV), LP and SPG Co-investment, LP Ian Snow is the sole managing member of SGP GP, LLC. In these capacities, each of the entities and the natural person referred to in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph is 667 Madison Avenue, 10th Floor, New York, New York, 10065.

As further described in “Certain Related Party Relationships and Transactions, and Director Independence”, Wengen and all current and former Wengen investors who have an employee or representative serving on the board of directors of Wengen Investments Limited, Wengen’s general partner, or our board of directors, must vote their common stock in favor of the director nominees nominated by KKR and CPV.

(4)

Based solely on information provided by FMR LLC on Amendment No. 5 to Schedule 13G filed with the SEC on February 10, 2022. Pursuant to this Schedule 13G Amendment, FMR LLC has the exclusive voting right to over 2,277,616 common shares and sole power of disposal over 18,347,475 common shares and shared voting power and shared power of disposal over no common shares. The declarant has listed its address at 245 Summer Street, Boston, Massachusetts 02210.

(5)

Includes 4,611 common shares reserved for issuance to Mr. Carroll under the Company’s non-qualified deferred compensation plan, which shares will be distributed in April 2022 following the termination of this plan. Mr. Carroll does not represent re-election at the 2022 General Assembly.

(6)

Includes 5,957 common shares held by Mr. del Corro’s wife. Also includes the limited partnership interests in Wengen held, directly and indirectly, by Mr. del Corro which relate to approximately 47,662 underlying common shares held by Wengen, over which he may be deemed to have voting and voting power. investment because of its ability to direct Wengen with respect to certain votes and the disposition of such securities.

(7)

Mr. Durham does not represent re-election at the 2022 General Assembly.

(8)

Ms. Mair is a new candidate for election to the Board of Directors at the 2022 annual meeting.

(9)

Includes 3,837 common shares held by Snow Phipps and 2,819 common shares reserved for issuance to Mr. Snow under the Company’s nonqualified deferred compensation plan, which shares will be distributed in April 2022 following the termination

Proxy Statement 2022 37