[Form 4] Adtalem Global Education Inc. Insider Trading Activity

Rhea-AI Filing Summary

Robert J. Phelan, Chief Financial Officer of Adtalem Global Education Inc. (ATGE), reported multiple transactions in the company’s common stock related to the vesting and payout of performance- and restricted-stock awards. On August 23–25, 2025, common shares were issued as payouts of performance stock units awarded in 2023 and 2024, and a series of share dispositions occurred to satisfy tax-withholding obligations tied to vesting. Following the reported transactions, Mr. Phelan beneficially owned 63,807 shares. Transaction prices shown were $134.88 and $135.33 per share where applicable. The filing is signed by an attorney-in-fact for Mr. Phelan on August 27, 2025.

Insights

Securities Analyst

TL;DR: Routine insider stock issuances and withholding-related dispositions tied to equity award vesting; no new purchases or sales for trading purposes.

The Form 4 documents the issuance of common stock as payouts for previously granted performance stock units and restricted stock units, with accompanying share-withholdings to meet tax obligations. These entries are administrative and reflect compensation settlement rather than open-market trading activity. The net effect on reported beneficial ownership is accessible and quantifiable: 63,807 shares after the last reported transaction.

Compensation & Governance Specialist

TL;DR: Equity compensation vesting and tax-withholding actions disclosed; signals standard governance practice for award settlements.

The explanations explicitly state that shares were issued in payout of Growth with Purpose and other performance stock units awarded in 2023 and 2024, and that multiple entries labeled “F” represent shares surrendered to satisfy tax-withholding obligations. These items are consistent with typical executive compensation settlement mechanics and do not indicate discretionary trading or changes in compensation policy within the filing.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Phelan Robert J.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	173	$135.33	$23K
Tax Withholding	Common Stock	1,414	$134.88	$191K
Grant/Award	Common Stock	19,305	$134.88	$2.60M
Tax Withholding	Common Stock	8,553	$134.88	$1.15M
Grant/Award	Common Stock	21,555	$134.88	$2.91M
Tax Withholding	Common Stock	9,537	$134.88	$1.29M
Tax Withholding	Common Stock	1,279	$134.88	$173K

Holdings After Transaction: Common Stock — 63,807 shares (Direct)

Footnotes (1)

1. Common stock issued in payout of Growth with Purpose ("GwP") performance stock units awarded on August 23, 2023. Represents the satisfaction of tax withholding obligations upon the vesting of the GwP performance stock units. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded restricted stock units. Common stock issued in payout of performance stock units awarded on February 15, 2023. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded performance stock units.

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^*

Phelan Robert J.

(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)
	Chief Financial Officer

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		21,555(1)	A	$134.88	65,458	D
Common Stock	08/23/2025		F		9,537(2)	D	$134.88	55,921	D
Common Stock	08/23/2025		F		1,279(3)	D	$134.88	54,642	D
Common Stock	08/24/2025		F		1,414(3)	D	$134.88	53,228	D
Common Stock	08/24/2025		A		19,305(4)	A	$134.88	72,533	D
Common Stock	08/24/2025		F		8,553(5)	D	$134.88	63,980	D
Common Stock	08/25/2025		F		173(3)	D	$135.33	63,807	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 Mr. Phelan	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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