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Perdoceo (NASDAQ: PRDO) SVP logs PSU vesting and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Perdoceo Education senior vice president John Robert Kline reported compensation-related stock activity involving performance and time-based equity awards. On 2026-03-14, he exercised a performance-based award, acquiring 16,926 shares of common stock as previously granted performance stock units. In several separate entries that same day, a total of 18,887 common shares were surrendered at $35.78 per share to cover tax withholding obligations, rather than being sold in the open market. One line in the filing shows direct ownership of 72,603 common shares after these tax-withholding dispositions, indicating a substantial remaining stake. Footnotes also note 56,065 unvested restricted stock units outstanding under Perdoceo’s 2016 Incentive Compensation Plan, each representing the contingent right to receive one share of common stock.

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Insider Kline John Robert
Role SVP, AIU
Type Security Shares Price Value
Tax Withholding Common Stock 2,037 $35.78 $73K
Tax Withholding Common Stock 1,574 $35.78 $56K
Tax Withholding Common Stock 1,251 $35.78 $45K
Tax Withholding Common Stock 795 $35.78 $28K
Tax Withholding Common Stock 13,230 $35.78 $473K
Exercise Common Stock 16,926 $0.00 --
Holdings After Transaction: Common Stock — 89,453 shares (Direct)
Footnotes (1)
  1. Reflects shares of common stock surrendered to Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units. Represents the vesting of performance-based restricted stock units ("PSUs") granted on March 7, 2023. The initial target grant of 16,926 PSUs was reported on the Reporting Person's Form 4 filed on March 9, 2023 (the "Original Form 4"), with the actual number of shares to be issued upon vesting ranging from 0-200% of the target grant amount based on the level of achievement of certain performance criteria. Based on the Issuer's level of achievement of the performance criteria, the PSUs vested at 200% of the target grant amount. As such, the additional PSUs not reported in the Original Form 4 are reported herein. Includes 56,065 unvested restricted stock units granted pursuant to Issuer's 2016 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock.
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*
Kline John Robert
(Last) (First) (Middle)
1750 E. GOLF ROAD
SUITE 350
(Street)
SCHAUMBURG IL 60173
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PERDOCEO EDUCATION Corp [ PRDO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, AIU
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026
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 03/14/2026 F 2,037(1) D $35.78 89,453 D
Common Stock 03/14/2026 F 1,574(1) D $35.78 87,879 D
Common Stock 03/14/2026 F 1,251(1) D $35.78 86,628 D
Common Stock 03/14/2026 F 795(1) D $35.78 85,833 D
Common Stock 03/14/2026 F 13,230(1) D $35.78 72,603 D
Common Stock 03/14/2026 M 16,926(2) A $0 89,529(3) 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. Reflects shares of common stock surrendered to Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
2. Represents the vesting of performance-based restricted stock units ("PSUs") granted on March 7, 2023. The initial target grant of 16,926 PSUs was reported on the Reporting Person's Form 4 filed on March 9, 2023 (the "Original Form 4"), with the actual number of shares to be issued upon vesting ranging from 0-200% of the target grant amount based on the level of achievement of certain performance criteria. Based on the Issuer's level of achievement of the performance criteria, the PSUs vested at 200% of the target grant amount. As such, the additional PSUs not reported in the Original Form 4 are reported herein.
3. Includes 56,065 unvested restricted stock units granted pursuant to Issuer's 2016 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock.
John Robert Kline by POA: Andrew Terry 03/17/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Perdoceo (PRDO) executive John Robert Kline report in this Form 4?

John Robert Kline, an SVP at Perdoceo, reported compensation-related stock activity. He had performance stock units vest into 16,926 common shares and surrendered other shares to cover tax withholding, with no open-market purchases or sales disclosed.

Were Perdoceo (PRDO) shares in this Form 4 sold on the open market?

No open-market sales were disclosed. The filing shows 18,887 Perdoceo shares surrendered at $35.78 per share to satisfy tax withholding obligations related to vesting awards, which is different from selling shares on the stock market for investment reasons.

How many Perdoceo (PRDO) shares did the SVP acquire through vesting in this filing?

The Form 4 shows 16,926 Perdoceo common shares acquired when performance-based restricted stock units vested. These units were granted in March 2023, with the vesting level tied to the company’s achievement of specified performance criteria.

What does the Form 4 say about Perdoceo (PRDO) SVP’s remaining shareholdings?

One entry shows John Robert Kline directly holding 72,603 Perdoceo common shares after tax-withholding dispositions. A footnote also indicates 56,065 unvested restricted stock units remain outstanding, each representing a contingent right to receive one additional common share.

What are the performance-based PSUs mentioned in the Perdoceo (PRDO) Form 4?

The Form 4 describes performance-based restricted stock units granted on March 7, 2023. An initial target of 16,926 PSUs could vest between 0–200% based on performance. The filing notes these PSUs ultimately vested at 200% of the target grant amount.

Which equity plans are referenced in this Perdoceo (PRDO) insider filing?

A footnote explains that unvested restricted stock units were granted under Perdoceo’s 2016 Incentive Compensation Plan. Each RSU gives the holder a contingent right to receive one share of Perdoceo common stock upon vesting, subject to the plan’s terms.