Adtalem CEO Vesting: 271,630 Shares Issued, 138,849 Withheld

Rhea-AI Filing Summary

Stephen W. Beard, Chairman & CEO of Adtalem Global Education Inc. (ATGE), reported multiple transactions on August 23-24, 2025. The Form 4 shows issuance of common stock in payout of performance stock units and Growth with Purpose ("GwP") performance stock units, plus several dispositions that reflect satisfaction of tax withholding obligations. Specific movements include an acquisition of 151,052 shares on 08/23/2025 from GwP PSU payout and an acquisition of 120,578 shares on 08/24/2025 from a February 15, 2023 PSU payout. Offset dispositions for tax withholding total 138,849 shares across the two days. Following the reported transactions, the filing shows beneficial ownership figures recorded as 472,677 shares after the last reported disposition. The filing was signed by an attorney-in-fact on behalf of Mr. Beard on 08/27/2025.

Positive

• Performance-based equity payouts were executed, reflecting compensation tied to previously awarded GwP and performance stock units
• Detailed explanations accompany each line item specifying payouts and tax-withholding, improving transparency

Negative

• Significant dispositions for tax withholding reduced the net share increase by 138,849 shares
• No indication of changes to beneficial ownership form (direct/indirect) beyond direct ownership figures provided

Insights

Financial Analyst

TL;DR: Routine equity compensation payouts and tax-withholding stock dispositions resulted in net share increases but are not material market-moving events.

The Form 4 documents standard settlement of equity compensation: GwP performance stock units awarded in 2023 and performance stock units from February 15, 2023 were paid out in common stock on 08/23/2025 and 08/24/2025. Offsetting dispositions labeled as satisfying tax withholding obligations reduced the net increase. Total shares acquired from payouts amount to 271,630 shares (151,052 + 120,578) while tax-withholding dispositions reported total 138,849 shares (66,905 + 9,621 + 8,906 + 53,417), producing a net increase consistent with routine executive compensation settlement practices. For investors, this reflects executive compensation realization rather than an operational or strategic shift.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported transactions; transactions are compensation-related and include proper tax-withholding entries.

The Form 4 identifies the reporting person as Chairman & CEO and includes clear explanations linking share issuances to GwP and other performance stock unit payouts with corresponding tax-withholding dispositions. The signature by an attorney-in-fact is included with date. The filing adheres to Section 16 reporting structure by listing acquisition and disposition codes and the nature of the transactions. No departures from standard disclosure practice are evident in the document.

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).

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^*

Beard, Stephen W.

(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)
	Chairman & CEO

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		151,052(1)	A	$134.88	490,948	D
Common Stock	08/23/2025		F		66,905(2)	D	$134.88	424,043	D
Common Stock	08/23/2025		F		9,621(3)	D	$134.88	414,422	D
Common Stock	08/24/2025		F		8,906(3)	D	$134.88	405,516	D
Common Stock	08/24/2025		A		120,578(4)	A	$134.88	526,094	D
Common Stock	08/24/2025		F		53,417(5)	D	$134.88	472,677	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. Beard	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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FAQ

Who filed the Form 4 for ATGE and what is his role?

The Form 4 was filed for Stephen W. Beard, who is identified as Chairman & CEO of Adtalem Global Education Inc. (ATGE).

What were the transaction dates and primary actions reported on the Form 4?

Transactions occurred on 08/23/2025 and 08/24/2025, including common stock issuances in payout of performance stock units and multiple dispositions to satisfy tax-withholding obligations.

How many shares were acquired in the PSU/GwP payouts?

The filing shows 151,052 shares issued on 08/23/2025 from GwP PSUs and 120,578 shares issued on 08/24/2025 from performance stock units.

How many shares were disposed of for tax withholding?

Dispositions identified as satisfying tax-withholding totaled 138,849 shares across the reported dates (66,905 + 9,621 + 8,906 + 53,417).

What is the reported beneficial ownership following the transactions?

The filing lists beneficial ownership figures after each transaction; the last reported total in the table is 472,677 shares.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Lawrence C. Bachman, attorney-in-fact for Mr. Beard on 08/27/2025.