Adtalem Insider Filing: RSU Withholding and 18,392-Share Sale Disclosed

Rhea-AI Filing Summary

Insider transactions by a company director were disclosed. The reporting person, Lisa Wardell, identified as a director of Adtalem Global Education Inc. (ATGE), had previously vested restricted stock units that triggered a tax-withholding satisfaction of 5,157 shares, recorded as a disposition at a price of $135.33, leaving 87,320 shares beneficially owned after that action.

Subsequently, the reporting person sold 18,392 shares in multiple trades at a weighted-average price of $135.2158, reducing beneficial ownership to 68,928 shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Tax withholding on vested RSUs was disclosed, showing the company and reporting person are complying with compensation tax obligations
• Open-market sale reported with weighted-average price disclosure, providing price transparency for the 18,392-share transaction
• Form signed by attorney-in-fact, indicating the filing was executed through proper authorization

Negative

• Director's beneficial ownership decreased materially from 87,320 to 68,928 shares after the transactions
• Sale of 18,392 shares represents a significant reduction in the reporting person's stake and could be viewed negatively by some investors

Insights

Financial Analyst

TL;DR: Director sale reduced holdings materially but at market prices near $135; transaction likely liquidity or tax-driven, not necessarily negative.

The disclosed transactions show a tax-withholding disposition of vested restricted stock units followed by an open-market sale of 18,392 shares at a weighted-average price of $135.2158, reducing direct holdings to 68,928 shares. The sizes of the transactions are meaningful relative to the insider's prior position and will modestly reduce insider alignment with shareholders. Because the sale price is consistent with the withholding price and no derivative activity or unusual transaction codes are reported, these appear to be routine liquidity or tax-related transactions rather than indicia of firm-specific adverse information.

Corporate Governance Expert

TL;DR: Routine disclosure of RSU withholding and subsequent open-market sale; governance process appears compliant.

The Form 4 reports satisfaction of tax withholding on vested RSUs and an attorney-in-fact signature, indicating procedural compliance with reporting requirements. The director is clearly identified and transactions use standard codes (including an F code for tax withholding). No option exercises, derivative transactions, or insider trading plan references are disclosed, and the filing documents direct ownership changes without flagged exceptions. From a governance standpoint, the filing meets transparency expectations for Section 16 reporting.

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^*

WARDELL LISA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		F		5,157(1)	D	$135.33	87,320	D
Common Stock	08/27/2025		S		18,392	D	$135.2158(2)	68,928	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. This transaction was executed in multiple trades at prices ranging from $134.54 to $136.24. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Lawrence C. Bachman, attorney-in-fact for Ms. Wardell	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 ATGE director Lisa Wardell report on Form 4?

The Form 4 reports satisfaction of tax withholding on 5,157 vested RSU shares at $135.33 and an open-market sale of 18,392 shares at a weighted-average price of $135.2158.

How many ATGE shares does Lisa Wardell beneficially own after these transactions?

After the reported transactions, the reporting person beneficially owns 68,928 shares directly.

Were the sale prices for the ATGE shares a single trade or multiple trades?

The sale of 18,392 shares was executed in multiple trades; the filing reports a weighted-average sale price of $135.2158.

Does the Form 4 indicate any derivative transactions or option exercises by the reporting person?

No. Table II for derivative securities is blank and only non-derivative transactions (RSU withholding and open-market sale) are reported.

Who signed the Form 4 on behalf of Lisa Wardell?

The Form 4 was signed by an attorney-in-fact, Lawrence C. Bachman, on behalf of the reporting person.