Perdoceo to acquire South University for $150M+

Perdoceo plans a cash-funded acquisition of South University, adding a sizable, profitable health-sciences institution pending regulatory and accreditor approvals.

Rhea-AI Filing Summary

Perdoceo Education Corporation (PRDO) agreed to acquire 100% of the membership interests of South University Savannah, LLC, expanding its footprint in health sciences and other professional programs. The cash purchase price includes an initial $150 million at closing, plus $18 million in deferred payments and up to $56 million in earn-outs tied to EBITDA targets for 2027–2029, all expected to be funded from existing cash. South generated unaudited 2025 revenue of $291 million, adjusted operating income of $34 million, and served about 10,500 students. Closing is expected as early as April 2027, subject to extensive educational and regulatory approvals, antitrust clearance and other customary conditions, with an outside date of July 9, 2027 and a potential termination fee of up to $20 million. Perdoceo reaffirmed its 2026 adjusted operating income outlook of $258–$263 million.

Positive

• Cash-funded acquisition of a profitable institution: South University generated about $291 million in 2025 revenue and $34 million in adjusted operating income, and the purchase price (initial $150 million plus deferred and earn-out components) is expected to be fully funded from Perdoceo’s existing cash balances.
• Strategic expansion in graduate health sciences: South’s portfolio in nursing, healthcare, pharmacy and other clinical programs is expected to strengthen Perdoceo’s graduate health sciences offerings and broaden its academic program mix.
• Guidance reaffirmed: Perdoceo reaffirmed its full-year 2026 adjusted operating income outlook of $258–$263 million, indicating the transaction announcement does not change its near-term earnings expectations.

Negative

• Regulatory and closing uncertainty: Completion depends on multiple approvals, including the U.S. Department of Education, accreditors, state agencies and Hart-Scott-Rodino clearance, and the agreement can terminate if closing has not occurred by July 9, 2027.
• Nonprofit-to-for-profit conversion risk: South will convert from nonprofit to for-profit status after closing, which the company notes may involve state attorneys general review and other risks.
• Potential termination fee and transaction costs: If the deal ends under certain circumstances, Perdoceo may owe the seller a termination fee of up to $20 million, in addition to significant transaction-related expenses.

Filing Explained

The proposed acquisition would convert South University from a nonprofit to a for-profit institution, but that structural change is contingent on closing, which remains subject to regulatory, accreditor, and other conditions.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial cash purchase price: $150 million Deferred consideration: $18 million Maximum earn-out payments: $56 million +6 more

9 metrics

Initial cash purchase price $150 million Cash payment due at closing for acquisition of South University

Deferred consideration $18 million Deferred cash consideration payable over 24 months after closing

Maximum earn-out payments $56 million Earn-out tied to EBITDA thresholds for fiscal years 2027–2029

South 2025 revenue $291 million South University unaudited revenues for year ended December 31, 2025

South 2025 adjusted operating income $34 million South University unaudited adjusted operating income for 2025

South students served 10,500 students Approximate undergraduate and graduate students registered for courses in 2025

Perdoceo 2026 adjusted operating income outlook (low end) $258 million Reaffirmed full-year 2026 adjusted operating income guidance range

Perdoceo 2026 adjusted operating income outlook (high end) $263 million Reaffirmed full-year 2026 adjusted operating income guidance range

Potential termination fee Up to $20 million Termination fee payable to seller under specified circumstances

Key Terms

Membership Interest Purchase Agreement, earn-out, adjusted operating income, representations and warranties insurance, +2 more

6 terms

Membership Interest Purchase Agreement regulatory

"entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

earn-out financial

"up to $56 million in earn-out cash payments tied to specified EBITDA"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

adjusted operating income financial

"unaudited revenues of approximately $291 million and adjusted operating income"

Adjusted operating income is a company's profit from its main activities, excluding certain one-time or unusual costs and gains. It helps investors see how well the business is performing in its normal operations, without distractions from rare events or expenses. This way, they get a clearer picture of the company’s true profitability.

representations and warranties insurance regulatory

"pursuant to a buyer-side representations and warranties insurance policy"

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"expiration or termination of any applicable waiting period under the Hart-Scott-Rodino"

Southern Association of Colleges and Schools Commission on Colleges regulatory

"South is institutionally accredited by the Southern Association of Colleges and Schools"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition did PRDO announce in this 8-K?

Perdoceo Education Corporation agreed to acquire 100% of the membership interests of South University Savannah, LLC from South University – Member, Inc., adding South’s multi-campus and online health sciences and professional programs to Perdoceo’s portfolio.

How much is Perdoceo (PRDO) paying to acquire South University?

Perdoceo will pay an initial $150 million in cash at closing, plus $18 million in deferred cash over 24 months and up to $56 million in earn-out payments based on EBITDA targets for fiscal years 2027, 2028 and 2029, all expected to be funded from cash on hand.

What are South University’s recent financial and enrollment figures?

For the year ended December 31, 2025, South University reported unaudited revenue of about $291 million, adjusted operating income of about $34 million, and served approximately 10,500 undergraduate and graduate students registered for courses during 2025.

When does Perdoceo (PRDO) expect the South University acquisition to close?

Perdoceo expects to complete the acquisition as early as April 2027, subject to customary closing conditions, third-party consents, educational and regulatory approvals, and antitrust clearance. The Purchase Agreement can be terminated if closing has not occurred by July 9, 2027.

How does this deal affect Perdoceo’s 2026 financial outlook?

Perdoceo reaffirmed its full-year 2026 adjusted operating income outlook of $258 million to $263 million, as provided in its previous quarterly earnings release, indicating that its expectations for 2026 adjusted operating income remain unchanged at this time.

What are the key risks mentioned for the PRDO–South University transaction?

Perdoceo cites risks including failure to obtain required regulatory and accreditor approvals, challenges in converting South to for-profit status, potential delays or non-completion of closing, unexpected liabilities, significant transaction costs, business disruptions and a possible termination fee of up to $20 million.

Will South University remain nonprofit after being acquired by PRDO?

No. Following closing, South University is expected to operate as a for-profit institution. The company notes risks associated with this conversion, including potential review by state attorneys general and other regulators.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 08:00 AM Accepted by SEC EDGAR 09/14/2026 - 08:00 AM Learn about SEC filing dates

PERDOCEO EDUCATION Corp false 0001046568 0001046568 2026-09-14 2026-09-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 14, 2026

Perdoceo Education Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		0-23245		36-3932190
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1750 E. Golf Road, Schaumburg, IL		60173
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		PRDO		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 14, 2026, Perdoceo Education Corporation, a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with South University – Member, Inc., a Delaware nonprofit, nonstock corporation (“Seller”), providing for the acquisition by the Company of 100% of the membership interests of South University Savannah, LLC, a Georgia limited liability company (“South” or “South University” and such acquisition, the “Transaction”).

South, together with its subsidiaries, is one of the nation’s leading universities offering postsecondary training and licensing programs, primarily in nursing, healthcare, pharmacy, business & technology, legal studies, public administration and public health. Founded in 1899 in Savannah, Georgia, South University serves students through eleven (11) campus locations across Georgia, Florida, Alabama, South Carolina, Virginia, Texas and North Carolina, and through South University Online. South is institutionally accredited by the Southern Association of Colleges and Schools Commission on Colleges (“SACSCOC”) through 2034. For the year ended December 31, 2025, South had unaudited revenues of approximately $291 million and adjusted operating income of approximately $34 million. Adjusted operating income in a non-GAAP financial measure and was calculated by adding depreciation, amortization and interest to South’s net income. South had served approximately 10,500 undergraduate and graduate students that were registered for courses during 2025. Following the closing, South will operate as a for-profit institution.

Under the terms of the Purchase Agreement, the initial cash payment of $150 million due on the closing date of the Transaction will be subject to adjustment for cash, net working capital, and certain agreed upon debt-like items, in each case based on South’s balance sheet as of beginning of April 2027, and indebtedness and seller transaction expenses outstanding at closing. The Company is also expected to pay: (i) an additional $18 million in deferred cash consideration paid out in installments over 24 months following closing of the Transaction; and (ii) dependent upon achievement of certain milestones, up to $56 million in earn-out cash payments tied to specified EBITDA thresholds for fiscal years 2027, 2028 and 2029. The purchase price and the deferred consideration and earn-out payments, if any, are expected to be funded fully using the Company’s available cash balances.

The Purchase Agreement contains customary representations and warranties of the Company for the benefit of South, and customary representations and warranties regarding Seller, South and its subsidiaries, for the benefit of the Company. The Purchase Agreement also contains customary covenants, including, among others, covenants of the Company and South to cooperate and use reasonable best efforts to obtain the required pre-closing educational consents for the Transaction, covenants requiring South to conduct its business in the ordinary course consistent with past practice and to not solicit proposals relating to alternative transactions. The representations and warranties contained in the Purchase Agreement will not survive the closing and the Company’s primary recourse with respect to damages resulting from a breach of such representations and warranties of Seller will be pursuant to a buyer-side representations and warranties insurance policy issued to the Company. The buyer-side representations and warranties insurance policy is subject to customary conditions, exclusions and deductibles and will survive for at least three years from the closing.

The Company expects to complete the acquisition as early as April 2027, subject to the satisfaction of conditions contained in the Purchase Agreement, including, among others, (a) receipt of certain third party consents, including from applicable educational regulatory agencies, (b) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (c) the absence of injunctions or other legal restraints prohibiting the transactions contemplated by the Purchase Agreement, (d) the accuracy of the parties’ respective representations and warranties in the Purchase Agreement and (e) compliance by the parties with their respective pre-closing covenants in the Purchase Agreement.

The Purchase Agreement may be terminated in certain circumstances, including if the closing of the transactions contemplated under the Purchase Agreement has not occurred by July 9, 2027. Additionally, upon termination of the Purchase Agreement by either the Company or Seller under certain, specified circumstances, the Company will be required to pay Seller a termination fee of up to $20 million.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

The Purchase Agreement has been filed as an exhibit hereto to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about the Company, Seller or South. The representations, warranties and covenants set forth in the Purchase Agreement were made solely between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or security holders or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

Item 7.01 Regulation FD Disclosure

On September 14, 2026, the Company issued a press release reporting the Company’s entry into the Purchase Agreement and reaffirming that the Company remains on track to achieve its full year adjusted operating income outlook of $258 million to $263 million, as provided in the Company’s previous quarterly earnings release, subject to the assumptions and factors set forth therein. A copy of the press release is being furnished as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

Except for the historical and present factual information contained herein, the matters set forth in this Current Report on Form 8-K, including statements identified by words such as “believe,” “will,” “expect,” “continue,” “outlook,” “remain,” “focused on,” “intend,” “should” and similar expressions, are forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on information currently available to us and are subject to various assumptions, risks, uncertainties and other factors that could cause our results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update or revise such factors or any of the forward-looking statements contained herein to reflect future events, developments or changed circumstances, or for any other reason. These risks and uncertainties, the outcomes of which could materially and adversely affect our financial condition and operations, include, but are not limited to, the following: conditions to the completion of the proposed transactions contemplated by the Purchase Agreement, such as required regulatory clearances and educational agency approvals, not being satisfied; the failure to obtain approval of the change in ownership and control from the

U.S. Department of Education, SACSCOC, programmatic accreditors or state educational agencies, or the imposition of adverse conditions in connection with any such approval; risks associated with the conversion of the acquired institution from non-profit to for-profit status, including state attorneys general review; closing of the transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Purchase Agreement; Perdoceo being unable to achieve the anticipated benefits of the transaction contemplated by the Purchase Agreement; the acquired business not performing as expected; Perdoceo assuming unexpected risks, liabilities and obligations of the acquired business; significant transaction costs associated with the transaction contemplated by the Purchase Agreement; the risk that disruptions from the transaction contemplated by the Purchase Agreement will harm the parties’ businesses, including current plans and operations; the ability of the parties to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction contemplated by the Purchase Agreement; and other factors relating to the Perdoceo’s operations and financial performance discussed in its filings with the Securities and Exchange Commission. Further information about these and other relevant risks and uncertainties may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits required by Item 601 of Regulation S-K are listed in the “Exhibit Index” which is contained in this Current Report on Form 8-K and are incorporated by reference herein.

Exhibit Index

Exhibit Number		Description of Exhibits
2.1*		Membership Interest Purchase Agreement, dated September 14, 2026 by and between Perdoceo Education Corporation and South University – Member, Inc.
99.1		Press release of the Company dated September 14, 2026 reporting the Company’s entry into the Purchase Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules, exhibits and similar supporting attachments or agreements to the Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERDOCEO EDUCATION CORPORATION
By:		/s/ Ashish R. Ghia
		Ashish R. Ghia
		Senior Vice President and Chief Financial Officer

Date: September 14, 2026

Exhibit 99.1

Perdoceo Education Corporation Signs Definitive Agreement to Acquire South University

September 14, 2026

SCHAUMBURG, Ill. — (BUSINESS WIRE) — Perdoceo Education Corporation (“Perdoceo” or the “Company”) (NASDAQ: PRDO), a provider of postsecondary education, today announced that it has entered into a definitive agreement to acquire 100% of the membership interests of South University Savannah, LLC (“South University” or “South”) from South University – Member, Inc. (the “Seller”). The material terms of the transaction are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission today. Completion of the acquisition is subject to customary closing conditions, regulatory approvals and accreditor approvals. The Company expects to complete the acquisition as early as April 2027. Following the closing, South will operate as a for-profit institution.

Founded in 1899 in Savannah, Georgia, South University is a leading health sciences-focused institution serving students through eleven (11) campus locations across Georgia, Florida, Alabama, South Carolina, Virginia, Texas and North Carolina, and through South University Online. South is accredited by The Southern Association of Colleges and Schools Commission on Colleges through 2034.

Once completed, the acquisition will firmly establish Perdoceo’s graduate health sciences offerings and further extend the breadth and depth of our academic program offerings.

South’s clinical health sciences portfolio is anchored by four licensure-driven programs:

• Master of Science in Physician Assistant Studies (ARC-PA);

• Master of Medical Science in Anesthesia Science, Anesthesiologist Assistant (CAAHEP / ARC-AA);

• Doctor of Pharmacy (ACPE); and

• Nursing (CCNE): Bachelor of Science in Nursing, Master of Science in Nursing and Doctor of Nursing Practice programs.

South also offers physical therapist assistant, occupational therapy assistant, public health and counseling programs.

Perdoceo intends to invest in the drivers of graduate outcomes in these programs — clinical placement capacity and preceptor networks, faculty and program leadership, simulation and instructional technology, and licensure exam preparation.

Commenting on the transaction, Todd Nelson, President and Chief Executive Officer of Perdoceo, said, “South University has spent more than a century preparing students for in-demand careers. We intend to invest in clinical capacity and academic and student support services, and to advance transformational initiatives that we believe will further enhance student experiences and academic outcomes at South University.”

Transaction Details

• To acquire 100% ownership of South, Perdoceo expects to pay cash consideration as follows:

a) Approximately $130 million – $150 million at closing. The actual cash paid at closing will be adjusted for cash, net working capital, and certain agreed upon debt-like items, in each case based on South’s balance sheet as of beginning of April 2027, and indebtedness and Seller transaction expenses outstanding at closing;

b) $18 million of deferred consideration paid out in installments over 24 months following closing; and

c) Up to $56 million of earn-out payments tied to specified EBITDA thresholds for fiscal years 2027, 2028 and 2029.

• As contemplated by the purchase agreement, Perdoceo has purchased a buyer-side representation and warranty insurance policy, which will serve as the primary source of protection against certain risks associated with representations and warranties made by the Seller and pre-closing tax liabilities. The representation and warranty insurance policy is subject to customary conditions, exclusions and deductibles and will survive for at least three years from closing.

• The transaction has been approved by the board of directors of Perdoceo and by the board of directors of the Seller; no other board, member or stockholder approval is required.

• The transaction is not subject to financing conditions. Perdoceo plans to use cash on hand for the purchase.

• The purchase agreement may be terminated in certain specified, limited circumstances, including if the closing has not occurred by July 9, 2027. Additionally, upon termination of the purchase agreement by either the Company or Seller under certain, specified circumstances, the Company will be required to pay Seller a termination fee of up to $20 million.

• For the year ended December 31, 2025, South University had unaudited revenues of approximately $291 million and adjusted operating income of approximately $34.0 million, and served approximately 10,500 students during 2025. Adjusted operating income is a non-GAAP financial measure and was calculated by adding depreciation, amortization and interest to South’s net income.

• Perdoceo expects the transaction to be immediately accretive to the Company’s adjusted operating income beginning in 2027 and to provide further growth in adjusted operating income in 2028.

• The acquisition of South is consistent with Perdoceo’s balanced capital allocation strategy of acquiring quality academic institutions, while also returning capital to shareholders via dividends and share buybacks.

Affirming Outlook for Fiscal Year 2026

Perdoceo remains on track to achieve its full year adjusted operating income outlook of $258 million to $263 million, as provided in the Company’s previous quarterly earnings release, subject to the assumptions and factors set forth therein.

ABOUT PERDOCEO EDUCATION CORPORATION

Perdoceo’s accredited academic institutions offer a quality postsecondary education to a diverse student population, with fully online, campus-based and hybrid learning programs. The Company’s academic institutions – Colorado Technical University (“CTU”), the American InterContinental University System (“AIUS” or “AIU System”), and University of St. Augustine for Health Sciences (“USAHS”) – provide degree programs from the associate through doctoral level as well as non-degree seeking and professional development programs. Our academic institutions offer students industry-relevant and career-focused academic programs that are designed to meet the educational needs of today’s busy adults. CTU and AIUS continue to show innovation in higher education, advancing personalized learning technologies like their intellipath^® learning platform and using data analytics and technology to serve and educate students while enhancing overall learning and academic experiences. USAHS prepares medical professionals to provide quality medical care to communities across the country primarily through its graduate health sciences degree offerings in physical therapy, occupational therapy, speech language therapy and nursing, as well as continuing education programs. Perdoceo’s academic institutions are committed to providing quality education that closes the gap between learners who seek to advance their careers and employers and communities needing a qualified workforce. For more information, please visit www.perdoceoed.com.

ABOUT SOUTH UNIVERSITY

South University is a private institution founded in 1899 in Savannah, Georgia, offering undergraduate, graduate and doctoral programs across health sciences, nursing, pharmacy, business, counseling, public health, and arts and sciences. South educates students through eleven (11) campus locations in Savannah and Atlanta, Georgia; Montgomery, Alabama; High Point, North Carolina; Columbia, South Carolina; Richmond and Virginia Beach, Virginia; Austin, Texas; and Orlando, Tampa and West Palm Beach, Florida, and through South University Online. South University is accredited by The Southern Association of Colleges and Schools-Commission on Colleges. For more information, please visit: www.southuniversity.edu.

FORWARD-LOOKING STATEMENTS

Except for the historical and present factual information contained herein, the matters set forth in this release, including statements identified by words such as “believe,” “will,” “expect,” “continue,” “outlook,” “remain,” “focused on,” “intend,” “should” and similar expressions, are forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on information currently available to us and are subject to various assumptions, risks, uncertainties and other factors that could cause our results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update or revise such factors or any of the forward-looking statements contained herein to reflect future events, developments or changed circumstances, or for any other reason. These risks and uncertainties, the outcomes of which could materially and adversely affect our financial condition and operations, include, but are not limited to, the following: conditions to the completion of the proposed transaction contemplated by the purchase agreement, such as required regulatory clearances and educational agency approvals, not being satisfied; the failure to obtain approval of the change in ownership and control from the U.S. Department of Education, The Southern Association of Colleges and Schools Commission on Colleges, programmatic accreditors or state educational agencies, or the

imposition of adverse conditions in connection with any such approval; risks associated with the conversion of the acquired institution from non-profit to for-profit status, including state attorneys general review; closing of the transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the purchase agreement; Perdoceo being unable to achieve the anticipated benefits of the proposed transaction contemplated by the purchase agreement; the acquired business not performing as expected; Perdoceo assuming unexpected risks, liabilities and obligations of the acquired business; significant transaction costs associated with the transaction contemplated by the purchase agreement; the risk that disruptions from the transaction contemplated by the purchase agreement will harm the parties’ businesses, including current plans and operations; the ability of the parties to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction contemplated by the purchase agreement; and other factors relating to Perdoceo’s operations and financial performance discussed in its filings with the Securities and Exchange Commission. Further information about these and other relevant risks and uncertainties may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the Securities and Exchange Commission.

South University does not intend to comment further about the proposed transaction. Any inquiries regarding this press release should be directed to Alpha IR.

MEDIA CONTACTS:

Alpha IR

Nick Nelson

(312) 445-2870

PRDO@alpha-ir.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 23.1 KB

Other Documents

• EX-2.1 EX-2.1 576.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB