ATGE Insider Filing: CHRO Sara Hill Receives GwP Payout; 1,003 Shares Withheld

Rhea-AI Filing Summary

Sara Hill, Chief Human Resources Officer of Adtalem Global Education Inc. (ATGE), reported transactions on 08/23/2025 related to performance stock units. The filing shows 2,226 shares issued to Ms. Hill as the payout of Growth with Purpose ("GwP") performance stock units awarded on October 15, 2024, at a reported price of $134.88 per share. To satisfy tax withholding obligations upon vesting, 1,003 shares were withheld at the same price. Following these entries the report lists Ms. Hill as directly beneficially owning 10,916 shares after the issuance and 9,913 shares after the withholding. The Form 4 was signed by an attorney-in-fact, Lawrence C. Bachman, on 08/27/2025.

Positive

• Performance award settled into shares, converting prior GwP performance stock units into 2,226 common shares, demonstrating payout of earned compensation
• Tax withholding handled via share surrender (1,003 shares), a standard, non-cash method that simplifies compliance

Negative

• Net decrease in reported direct holdings from 10,916 to 9,913 shares after withholding, reflecting a reduction in beneficial ownership due to taxes

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax-withholding; modest net increase in exercised compensation with no debt or sale of shares reported.

The filing documents a compensation-related issuance of 2,226 shares from vested GwP performance stock units and a contemporaneous tax withholding of 1,003 shares. This is a standard equity compensation settlement that converts performance units to common stock and settles tax obligations in-kind. The transactions are isolated to compensation mechanics and do not indicate open-market divestiture or material change in control. For investors, these entries signal realization of prior performance awards rather than active trading strategy.

Corporate Governance Expert

TL;DR: Governance processes followed for executive award vesting and tax withholding; filing was executed by attorney-in-fact.

The Form 4 references the payout of GwP performance stock units awarded on October 15, 2024, and documents tax-withholding via share withholding, a common, compliant practice. The reporting person is identified as the CHRO and the signature block shows an attorney-in-fact executed the filing on 08/27/2025. There are no disclosures of derivative exercises, option grants, or other atypical governance events in this filing.

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

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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^*

Hill Sara

(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)
	CHRO

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		2,226(1)	A	$134.88	10,916	D
Common Stock	08/23/2025		F		1,003(2)	D	$134.88	9,913	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 October 15, 2024.

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

	/s/ Lawrence C. Bachman, attorney-in-fact for Ms. Hill	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 Sara Hill report on Form 4 for ATGE?

The Form 4 reports that on 08/23/2025 Ms. Hill received 2,226 shares as payout of GwP performance stock units and 1,003 shares were withheld to satisfy tax obligations.

Why were 1,003 shares disposed of in the filing?

The filing states those 1,003 shares represent the satisfaction of tax withholding obligations upon the vesting of the GwP performance stock units.

When were the GwP performance stock units originally awarded?

The GwP performance stock units were awarded on October 15, 2024, according to the filing explanation.

Who signed the Form 4 for Sara Hill?

The Form 4 was signed by Lawrence C. Bachman, attorney-in-fact for Ms. Hill, on 08/27/2025.

How many shares did Ms. Hill beneficially own after these transactions?

The filing reports 10,916 shares after the issuance and 9,913 shares following the tax withholding.