Perdoceo Education (PRDO) officer logs PSU vesting and tax share disposals

Rhea-AI Filing Summary

Perdoceo Education Corp's Principal Accounting Officer, Michele A. Peppers, reported equity compensation activity in company common stock. Performance-based restricted stock units granted on March 7, 2023 vested at 200% of the 4,728-share target based on the issuer's achievement of performance criteria.

In connection with this vesting, Peppers acquired shares through the vesting event and then surrendered an aggregate of 6,464 shares of common stock at $35.78 per share to the issuer to satisfy tax withholding obligations. Following these tax-withholding dispositions, she directly beneficially owns 45,020 shares of common stock and continues to hold 20,435 unvested restricted stock units that may settle into additional shares over time.

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^*

Peppers Michele A

(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)
	Principal Accounting Officer

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		792(1)	D	$35.78	50,692	D
Common Stock	03/14/2026		F		402(1)	D	$35.78	50,290	D
Common Stock	03/14/2026		F		639(1)	D	$35.78	49,651	D
Common Stock	03/14/2026		F		436(1)	D	$35.78	49,215	D
Common Stock	03/14/2026		F		4,195(1)	D	$35.78	45,020	D
Common Stock	03/14/2026		M		4,728(2)	A	$0	49,748(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 4,728 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 20,435 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.

	Michele A. Peppers 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.
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FAQ

What insider transaction did Perdoceo Education (PRDO) report for Michele A. Peppers?

Perdoceo Education reported that Principal Accounting Officer Michele A. Peppers had performance-based restricted stock units vest and then surrendered shares to cover taxes. These are compensation-related events, not open-market stock purchases or sales.

How many PRDO shares did Michele A. Peppers surrender for tax withholding?

Michele A. Peppers surrendered 6,464 shares of Perdoceo Education common stock at $35.78 per share. These shares were delivered back to the issuer solely to satisfy tax withholding obligations triggered by the vesting of restricted stock units.

What performance-based equity award vested for PRDO executive Michele A. Peppers?

A grant of performance-based restricted stock units made on March 7, 2023 vested for Michele A. Peppers. The award had an initial 4,728-unit target and ultimately vested at 200% of target based on Perdoceo Education’s achievement of specified performance criteria.

How many PRDO shares does Michele A. Peppers own after these Form 4 transactions?

After the reported transactions, Michele A. Peppers directly beneficially owns 45,020 shares of Perdoceo Education common stock. This figure reflects the vesting of performance-based units and the related tax-withholding share surrenders disclosed in the filing.

Does Michele A. Peppers still hold unvested PRDO restricted stock units?

Yes. The filing states that her holdings include 20,435 unvested restricted stock units under Perdoceo Education’s 2016 Incentive Compensation Plan. Each unit represents a contingent right to receive one share of the company’s common stock upon future vesting.

Were Michele A. Peppers’ PRDO transactions open-market stock sales?

No. The Form 4 classifies the dispositions under code F, meaning shares were surrendered to the issuer to pay tax liabilities from restricted stock unit vesting. These are not discretionary open-market sales and do not reflect a trading decision.