Adtalem CEO Reports RSU Tax-Withholding Sale of 12,943 Shares

Rhea-AI Filing Summary

Stephen W. Beard, Chairman & CEO of Adtalem Global Education Inc. (ATGE), reported a sale of common stock on 09/08/2025. The Form 4 shows 12,943 shares were disposed of at $136.28 per share, leaving Mr. Beard with 459,734 shares beneficially owned on a direct basis. The filing states the sale represented the satisfaction of tax withholding obligations upon the vesting of previously awarded restricted stock units. The form was signed by an attorney-in-fact on 09/09/2025.

Positive

• Timely disclosure of insider transaction filed the day after the transaction was signed by attorney-in-fact
• Transaction explicitly explained as satisfaction of tax withholding for vested restricted stock units, clarifying purpose
• Post-transaction beneficial ownership disclosed (459,734 shares), allowing investors to see remaining insider stake

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sale to cover tax withholding for vested RSUs; not an operational signal.

The transaction is described as a disposition to satisfy tax withholding associated with vested restricted stock units, which is a common administrative sale and does not reflect a change in company performance or strategy in the filing. The sale size (12,943 shares) should be viewed in context of total holdings (459,734 shares) to assess scale; based solely on this filing, there is no evidence of broader insider selling activity or material financial impact disclosed.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 reporting requirements; disclosure is clear and timely.

The Form 4 discloses director/officer status, the nature of the disposition (tax withholding on vested RSUs), and post-transaction beneficial ownership. The signature by an attorney-in-fact and prompt reporting indicate adherence to disclosure procedures. No governance issues or exceptions are noted within the document itself.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Beard, Stephen W.

Role Chairman & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	12,943	$136.28	$1.76M

Holdings After Transaction: Common Stock — 459,734 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Beard, Stephen W.

(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)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		F		12,943(1)	D	$136.28	459,734	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. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded restricted stock units.

	/s/ Lawrence C. Bachman, attorney-in-fact for Mr. Beard	09/09/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Stephen W. Beard report on the Form 4 for ATGE?

He reported the disposition of 12,943 common shares on 09/08/2025 at a price of $136.28 per share.

Why were the shares sold according to the Form 4?

The filing states the sale represents satisfaction of tax withholding obligations upon the vesting of previously awarded restricted stock units.

How many ATGE shares does Mr. Beard beneficially own after the transaction?

The Form 4 reports 459,734 shares beneficially owned on a direct basis following the reported transaction.

What is Stephen W. Beard's role at Adtalem and how was the Form 4 signed?

He is listed as Chairman & CEO and the Form 4 was signed on his behalf by Lawrence C. Bachman, attorney-in-fact on 09/09/2025.

Does the Form 4 indicate any other types of transactions or derivative holdings?

No. The filing only reports a non-derivative disposition of common stock; Table II for derivative securities shows no entries.