ATGE Insider Filing: Performance Awards Issued and Withheld for Taxes

Rhea-AI Filing Summary

Insider transactions by Trent Evan at Adtalem Global Education (ATGE): The filing reports multiple issuances and withholdings of common stock tied to vested performance stock units and restricted stock units in late August 2025. On 08/23/2025 and 08/24/2025 Mr. Evan received a total of 17,664 shares issued as payouts of performance awards (9,312 and 8,352), with additional routine tax-withholding dispositions reducing his direct holdings. Share prices reported on transactions were $134.88 and $135.33. After the reported activity, beneficial ownership figures moved between 18,461 and 26,813 shares across the reported lines. The form is a routine Section 16 disclosure documenting award payouts and tax withholdings.

Insights

Financial Analyst

TL;DR: Transactions reflect routine equity compensation payouts and tax-withholdings, not a directional buy/sell signal.

The Form 4 documents issuance of 9,312 shares (08/23/2025) and 8,352 shares (08/24/2025) as payouts of performance stock units, with multiple smaller dispositions to satisfy tax-withholding obligations. Reported per-share prices are $134.88 and $135.33, which correspond to the withholding calculations or record pricing used for the transactions. This activity is compensation-related and increases reported direct holdings on certain lines while showing corresponding reductions where shares were withheld for taxes. There is no indication of open-market purchases or sales initiated as investment decisions in this filing.

Corporate Governance Expert

TL;DR: Governance disclosure appears complete for award payouts and withholding; filings are timely and standard under Section 16.

The disclosure identifies the reporting person as an officer (President, Adtalem Elevate) and shows the nature of each transaction in the explanation block, specifying payouts of Growth with Purpose and other performance stock units awarded in 2023 and 2024 and the associated tax-withholding events. The Form 4 includes an attorney-in-fact signature and lists transaction codes consistent with compensation issuance (code A) and withholdings (code F). From a governance and compliance perspective, the form documents required information without presenting additional governance concerns.

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^*

Trent Evan

(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, Adtalem Elevate

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		9,312(1)	A	$134.88	23,761	D
Common Stock	08/23/2025		F		4,113(2)	D	$134.88	19,648	D
Common Stock	08/23/2025		F		582(3)	D	$134.88	19,066	D
Common Stock	08/24/2025		F		605(3)	D	$134.88	18,461	D
Common Stock	08/24/2025		A		8,352(4)	A	$134.88	26,813	D
Common Stock	08/24/2025		F		3,701(5)	D	$134.88	23,112	D
Common Stock	08/25/2025		F		296(3)	D	$135.33	22,816	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. Trent	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.
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 transactions did Trent Evan report on the Form 4 for ATGE?

The Form 4 reports issuances of 9,312 shares on 08/23/2025 and 8,352 shares on 08/24/2025 as payouts of performance stock units, plus smaller dispositions to satisfy tax withholdings.

Why were some shares disposed of in the filing?

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

What prices are shown for the reported transactions?

Reported per-share prices are $134.88 for transactions on 08/23 and 08/24/2025 and $135.33 for a small disposition on 08/25/2025.

How does this Form 4 describe the reporting person’s relationship to ATGE?

The reporting person, Trent Evan, is identified as an Officer with the title President, Adtalem Elevate.

Does the filing indicate any open-market trading or sales for personal reasons?

No. All transactions are described as award payouts or tax-withholdings; the form does not report open-market purchases or voluntary sales.