Adtalem insider sells shares for tax withholding; 2,717 PSU payout reported

Rhea-AI Filing Summary

Gangadharan Manjunath, Vice President and Chief Accounting Officer of Adtalem Global Education Inc. (ATGE), reported multiple transactions in a Form 4 covering August 23–27, 2025. The filing shows several dispositions to satisfy tax withholding on vested awards and a payout of performance stock units: 182 shares were disposed on 08/23/2025 and 194 and 796 shares were disposed on 08/24/2025, while 2,717 shares were issued on 08/24/2025 as payout of performance stock units. An additional sale of 944 shares occurred on 08/27/2025 at $135.67. Following these transactions, the reporting person beneficially owned 4,901 shares. The form indicates the 08/23 and 08/24 dispositions marked with code F represent satisfaction of tax withholding on vested restricted stock or performance stock units, and the 2,717 shares were issued in payout of performance stock units awarded on February 15, 2023.

Insights

Financial Analyst

TL;DR: Routine insider share issuances and tax-withholding sales; no indication of material change to ownership stake.

The Form 4 discloses typical post-vest activity: tax-withholding sales (codes labeled F) tied to vesting events and a one-time payout of 2,717 shares from performance stock units. The sequence reduced reported holdings but also reflects compensation realization rather than open-market strategic selling. The final reported beneficial ownership of 4,901 shares is presented without additional context on percentage ownership or recent historic holdings, so the filing appears operationally routine and not clearly material to the companys capital structure.

Corporate Governance Expert

TL;DR: Transactions align with compensation vesting and tax-withholding mechanics; corporate governance implications are routine.

The report identifies stock issued as compensation (performance stock units awarded 02/15/2023) and multiple dispositions to satisfy tax obligations on vesting events. Such filings are standard for officers receiving equity-based pay. The signature by an attorney-in-fact indicates the filing was executed on behalf of the reporting person. There is no disclosure here of any unusual trading plan amendment or extraordinary insider disposition beyond settling withholding obligations.

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).

X

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^*

Gangadharan Manjunath

(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)
	VP, Chief Accounting 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		F		182(1)	D	$134.88	4,118	D
Common Stock	08/24/2025		F		194(1)	D	$134.88	3,924	D
Common Stock	08/24/2025		A		2,717(2)	A	$134.88	6,641	D
Common Stock	08/24/2025		F		796(3)	D	$134.88	5,845	D
Common Stock	08/27/2025		S		944	D	$135.67	4,901	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.

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

3. 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. Gangadharan	08/27/2025
	** Signature of Reporting Person	Date
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