Adtalem (ATGE) Insider Filing Shows Performance Share Payouts and Withholding Sales

Rhea-AI Filing Summary

Adtalem Global Education insider Douglas G. Beck reported multiple transactions in ATGE common stock on August 23-25, 2025. The filings show net share additions from vested performance stock units and growth-with-purpose awards: 10,354 and 9,831 shares were issued as payouts, while several smaller share dispositions reflect tax withholding on vested awards. Share prices in the reported transactions ranged from $134.88 to $135.33. Following the transactions, Mr. Beck's direct beneficial ownership moved between 40,957 and 51,311 shares depending on the line item. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Beck.

Positive

• Payouts of performance stock units were executed, showing the company is delivering awarded equity to the executive.
• Documentation includes explanations tying each issuance or sale to vesting events and tax withholding, improving transparency.

Negative

• Net insider selling for tax withholding reduced direct holdings on several reported lines, though amounts appear administrative rather than strategic.

Insights

Corporate Governance Expert

TL;DR Insider received vested performance shares and sold portions to satisfy tax obligations; this is routine compensation-related activity.

The Form 4 discloses issuance of common stock as payout for performance stock units, including Growth with Purpose awards, and concurrent disposals to satisfy tax withholding. The activity is compensation-related rather than open-market trading, indicating these transactions are part of the companys equity award program administration. Reported prices align across days and suggest standard withholding practices rather than opportunistic trading. Documentation appears complete with attorney-in-fact signature.

Securities Analyst

TL;DR Transactions are primarily vesting and tax-withholding events; they do not indicate a material change in control or urgent liquidity needs.

The filings quantify gross payouts of 9,831 and 10,354 shares from performance units, and multiple disposals (4,443; 784; 771; 4,691; 560) for tax withholding. Reported trade prices between $134.88 and $135.33 are consistent across the reporting window. From an investor-impact standpoint, these are administrative equity movements tied to compensation and thus have limited material significance to the companys operational outlook.

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^*

BECK DOUGLAS G.

(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)
	SVP, GC, Corp. Sec & ISS

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		9,831(1)	A	$134.88	46,955	D
Common Stock	08/23/2025		F		4,443(2)	D	$134.88	42,512	D
Common Stock	08/23/2025		F		784(3)	D	$134.88	41,728	D
Common Stock	08/24/2025		F		771(3)	D	$134.88	40,957	D
Common Stock	08/24/2025		A		10,354(4)	A	$134.88	51,311	D
Common Stock	08/24/2025		F		4,691(5)	D	$134.88	46,620	D
Common Stock	08/25/2025		F		560(3)	D	$135.33	46,060	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. Beck	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 Douglas G. Beck report for ATGE on the Form 4?

The Form 4 reports issuances of 9,831 and 10,354 shares as payouts of performance stock units and several disposals (including 4,443, 4,691, 784, 771, 560) to satisfy tax withholding.

Were these ATGE transactions market sales or compensation-related?

They were compensation-related: issuances from vested performance units and disposals specifically described as tax withholding upon vesting.

What prices were reported for the ATGE transactions?

Reported prices ranged from $134.88 to $135.33 across the August 23-25, 2025 transactions.

How did Mr. Becks beneficial ownership change after the reported transactions?

Reported direct beneficial ownership figures in the filing range from 40,957 to 51,311 shares depending on each line item after the transactions.

Who signed the Form 4 for Douglas G. Beck?

The Form 4 is signed by Lawrence C. Bachman, attorney-in-fact for Mr. Beck, dated August 27, 2025.