ATGE director at 19,836 shares after 1,445 RSUs, 392 withheld

Rhea-AI Filing Summary

Adtalem Global Education (ATGE) reported insider activity via Form 4. On November 12, 2025, a director received 1,445 restricted stock units (RSUs), with the grant size determined using the $96.86 closing price. These RSUs vest 100% one year after the grant date.

On November 13, 2025, 392 shares were withheld to satisfy tax obligations related to previously granted RSUs at a price of $96.26. After the reported transactions, the director beneficially owned 19,836 shares, held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Phelan Kenneth J

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	392	$96.26	$38K
Grant/Award	Common Stock	1,445	$96.86	$140K

Holdings After Transaction: Common Stock — 19,836 shares (Direct)

Footnotes (1)

1. The common stock is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Stock units vest 100% on the one year anniversary of the transaction date. The number of restricted stock units awarded to the Reporting Person was determined by dividing the total dollar value of director compensation awarded to the Reporting Person by $96.86, the closing price of ATGE common stock on November 12, 2025. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded restricted 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 Kenneth 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

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	11/12/2025		A		1,445(1)	A	$96.86(2)	20,228	D
Common Stock	11/13/2025		F		392(3)	D	$96.26	19,836	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. The common stock is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Stock units vest 100% on the one year anniversary of the transaction date.

2. The number of restricted stock units awarded to the Reporting Person was determined by dividing the total dollar value of director compensation awarded to the Reporting Person by $96.86, the closing price of ATGE common stock on November 12, 2025.

3. 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. Phelan	11/14/2025
	** 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 Adtalem (ATGE) disclose in this Form 4?

A director was granted 1,445 RSUs on Nov 12, 2025, and 392 shares were withheld on Nov 13, 2025 for taxes on a prior RSU vesting.

How was the 1,445 RSU grant for ATGE determined?

The grant size was based on the director’s compensation divided by $96.86, the Nov 12, 2025 ATGE closing price.

When do the newly granted ATGE RSUs vest?

They vest 100% on the one-year anniversary of the grant date.

Why were 392 ATGE shares withheld on Nov 13, 2025?

They represent tax withholding upon vesting of previously awarded RSUs, at a price of $96.26.

How many ATGE shares does the director own after these transactions?

Following the transactions, the director beneficially owned 19,836 shares, held directly.

What is the relationship of the reporting person to ATGE?

The reporting person is a director of Adtalem Global Education Inc.