Were Todd S. Nelson’s PRDO share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sales reported in this Form 4 were effected under a Rule 10b5-1 trading plan adopted by Todd S. Nelson on May 29, 2025. Such pre-arranged plans typically indicate scheduled, rather than spur-of-the-moment, trading activity.

Perdoceo (PRDO) CEO’s PSU vesting, tax share surrender and 51,346-share sale

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Perdoceo Education President and CEO Todd S. Nelson reported several equity transactions in the company’s common stock. On March 14, performance-based restricted stock units granted on March 7, 2023 vested at 200% of the 73,140 target PSUs, increasing his shareholdings through a derivative exercise. On the same date, he surrendered 91,787 shares to the company to cover tax withholding obligations tied to vesting. He then executed open-market sales of 40,000 shares at a weighted average of about $34.86 on March 16 and 11,346 shares at $35.00 on March 17, all under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, he directly holds 432,368 common shares, including 297,899 unvested restricted stock units.

Insights

CEO’s pre-planned sales follow PSU vesting, with large remaining stake.

Todd S. Nelson, President and CEO of Perdoceo Education, realized performance-based equity as PSUs granted on March 7, 2023 vested at 200% of the 73,140-unit target. This reflects strong achievement versus pre-set performance criteria for that award.

To cover tax obligations from vesting, he surrendered 91,787 shares, a non-market F-code disposition. He then executed open-market S-code sales totaling 51,346 shares at prices around $35 per share. A footnote states these sales were made under a Rule 10b5-1 trading plan adopted on May 29, 2025, indicating they were pre-scheduled rather than opportunistic.

After all transactions, Nelson directly owns 432,368 common shares, and a footnote notes 297,899 unvested restricted stock units remain outstanding. With no derivative positions listed in the derivative summary, this filing shows a routine pattern: performance-based equity delivery, tax withholding, and partial monetization, while retaining a substantial ongoing equity stake. Overall impact appears neutral.

Insider Trade Summary 10b5-1

Net Seller: 51,346 shares ($1,791,510)

Net Sell 8 txns

Insider NELSON TODD S

Role President and CEO

Sold 51,346 shs ($1.79M)

Type	Security	Shares	Price	Value
Sale	Common Stock	11,346	$35.00	$397K
Sale	Common Stock	40,000	$34.86	$1.39M
Tax Withholding	Common Stock	10,333	$35.78	$370K
Tax Withholding	Common Stock	7,687	$35.78	$275K
Tax Withholding	Common Stock	7,073	$35.78	$253K
Tax Withholding	Common Stock	4,801	$35.78	$172K
Tax Withholding	Common Stock	61,893	$35.78	$2.21M
Exercise	Common Stock	73,140	$0.00	--

Holdings After Transaction: Common Stock — 432,368 shares (Direct)

Footnotes (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 73,140 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025. This transaction was executed in multiple trades at prices ranging from $34.28 to $35.52. This price reported in Column 4 reflects the weighted average sale prices. The Reporting Person hereby undertakes to provide, upon written 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 were effected. This transaction was executed in multiple trades at prices ranging from $34.78 to $35.27. This price reported in Column 4 reflects the weighted average sale prices. The Reporting Person hereby undertakes to provide, upon written 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 were effected. Includes 297,899 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 →

03/17/2026 - 06:00 PM

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^*

NELSON TODD S

(Last)

(First)

(Middle)

1750 E. GOLF ROAD

SUITE 350

(Street)

SCHAUMBURG

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2026		F		10,333⁽¹⁾	D	$35.78	492,028	D
Common Stock	03/14/2026		F		7,687⁽¹⁾	D	$35.78	484,341	D
Common Stock	03/14/2026		F		7,073⁽¹⁾	D	$35.78	477,268	D
Common Stock	03/14/2026		F		4,801⁽¹⁾	D	$35.78	472,467	D
Common Stock	03/14/2026		F		61,893⁽¹⁾	D	$35.78	410,574	D
Common Stock	03/14/2026		M		73,140⁽²⁾	A	$0	483,714	D
Common Stock	03/16/2026		S		40,000⁽³⁾	D	$34.86⁽⁴⁾	443,714	D
Common Stock	03/17/2026		S		11,346⁽³⁾	D	$35⁽⁵⁾	432,368⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 73,140 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025.

4. This transaction was executed in multiple trades at prices ranging from $34.28 to $35.52. This price reported in Column 4 reflects the weighted average sale prices. The Reporting Person hereby undertakes to provide, upon written 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 were effected.

5. This transaction was executed in multiple trades at prices ranging from $34.78 to $35.27. This price reported in Column 4 reflects the weighted average sale prices. The Reporting Person hereby undertakes to provide, upon written 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 were effected.

6. Includes 297,899 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.

	Todd S. Nelson 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 stock transactions did PRDO CEO Todd S. Nelson report on this Form 4?

Todd S. Nelson reported vesting of performance-based restricted stock units, surrender of 91,787 shares for tax withholding, and open-market sales totaling 51,346 common shares around $35 per share. These moves adjust his holdings but leave a significant remaining equity position.

How many Perdoceo (PRDO) shares did the CEO sell and at what prices?

He sold 40,000 Perdoceo common shares at a weighted average price of about $34.86 on March 16 and 11,346 shares at $35.00 on March 17. Both transactions were reported as open-market sales of common stock.

What performance-based equity vested for the PRDO CEO in this filing?

Performance-based restricted stock units granted on March 7, 2023, vested in this period. The initial target grant was 73,140 PSUs, with vesting based on performance criteria. The filing notes the PSUs vested at 200% of the target grant amount, indicating strong achievement versus the award’s goals.

How many PRDO shares and RSUs does the CEO hold after these transactions?

After the reported transactions, Todd S. Nelson directly holds 432,368 shares of Perdoceo common stock. A footnote also notes 297,899 unvested restricted stock units outstanding, each representing the right to receive one additional share upon vesting under the company’s incentive plan.

Why were 91,787 PRDO shares surrendered by the CEO on March 14?

The 91,787 Perdoceo shares surrendered on March 14 were used to satisfy tax withholding obligations tied to the vesting of restricted stock units. This F-code disposition is a common, non-market mechanism for paying taxes when equity awards vest.