ATGE Form 4: Performance Stock Payouts and Tax-Withholding Sales by Karen Cox

Rhea-AI Filing Summary

Karen Sue Cox, President of Chamberlain University and a reporting person for Adtalem Global Education Inc. (ATGE), reported multiple insider equity transactions on August 23–25, 2025. The filings show issuances of common stock as payouts of performance stock units and several dispositions to satisfy tax-withholding obligations. Transactions occurred at prices of $134.88 and $135.33 per share. After the reported activity, Ms. Cox's largest reported beneficial holding was 37,640 shares following an issuance on August 24, 2025, with subsequent withholding-related disposals reducing her holdings to 33,325 shares as of the last reported trade.

Positive

• Performance stock units were paid out, converting compensation into common stock for the reporting person
• Clear disclosure of tax-withholding-related dispositions and the nature of each transaction
• Reporting shows increased beneficial ownership to as high as 37,640 shares following an issuance on 08/24/2025

Negative

• Multiple disposals to satisfy tax-withholding reduced holdings from the peak, ending at 33,325 shares
• Transactions clustered over three days (08/23–08/25/2025), reflecting concentrated vesting and related sales

Insights

Financial Analyst

TL;DR: Routine equity vesting and tax-withholding transactions changed an executive’s holdings but do not indicate a change in company fundamentals.

The Form 4 discloses standard equity compensation mechanics: performance stock units were paid out and shares were sold solely to satisfy tax-withholding obligations. Transaction prices are in a narrow band ($134.88–$135.33), suggesting these were administrative sales rather than market-timing trades. The net effect was an increase to 37,640 shares at peak before subsequent withholding disposals reduced reported holdings to 33,325. For investors, this is a non-operational insider activity tied to compensation settlement, not a directional signal about Adtalem’s outlook.

Corporate Governance Expert

TL;DR: Filing reflects compliant execution of equity compensation and tax-withholding; no governance red flags apparent.

The disclosure clearly explains the nature of each transaction: payouts of Growth with Purpose and other performance stock units and related tax-withholding disposals. Signatures include an attorney-in-fact, indicating proper authorization. There are no unusual option exercises, loans, or related-party transactions disclosed. This appears to be routine administration of executive compensation under established plans.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cox Karen Sue

(Last) (First) (Middle)

233 S. WACKER DRIVE

SUITE 800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Adtalem Global Education Inc. [ ATGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Chamberlain Univ.

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/23/2025		A		10,239(1)	A	$134.88	34,284	D
Common Stock	08/23/2025		F		4,498(2)	D	$134.88	29,786	D
Common Stock	08/23/2025		F		636(3)	D	$134.88	29,150	D
Common Stock	08/24/2025		F		662(3)	D	$134.88	28,488	D
Common Stock	08/24/2025		A		9,152(4)	A	$134.88	37,640	D
Common Stock	08/24/2025		F		4,033(5)	D	$134.88	33,607	D
Common Stock	08/25/2025		F		282(3)	D	$135.33	33,325	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Common stock issued in payout of Growth with Purpose ("GwP") performance stock units awarded on August 23, 2023.

2. Represents the satisfaction of tax withholding obligations upon the vesting of the GwP performance stock units.

3. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded restricted stock units.

4. Common stock issued in payout of performance stock units awarded on February 15, 2023.

5. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded performance stock units.

	/s/Lawrence C. Bachman, attorney-in-fact for Ms. Cox	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Karen Sue Cox report on Form 4 for ATGE in August 2025?

The Form 4 reports issuances of common stock from performance stock units and several disposals to satisfy tax-withholding obligations on 08/23/2025, 08/24/2025, and 08/25/2025.

How many shares did Ms. Cox receive and at what prices?

Issuances included 10,239 shares (08/23/2025) and 9,152 shares (08/24/2025) at $134.88 per share; a later reported sale on 08/25/2025 shows a price of $135.33.

What caused the reported dispositions in the Form 4?

The filing states dispositions represent the satisfaction of tax-withholding obligations upon vesting of performance and restricted stock units.

What was Ms. Cox’s reported beneficial ownership after these transactions?

Her highest reported beneficial ownership following an issuance was 37,640 shares; subsequent withholding disposals left her with 33,325 shares after the last reported transaction.

Is there any indication these trades were part of a Rule 10b5-1 plan?

The Form 4 does not indicate that these transactions were made pursuant to a Rule 10b5-1 plan; the filing does not check a box claiming such a plan.