[Form 4] PERDOCEO EDUCATION Corp Insider Trading Activity

Rhea-AI Filing Summary

Todd S. Nelson, President, CEO and a director of Perdoceo Education Corp (PRDO), reported planned sales of 120,000 shares executed across three days under a Rule 10b5-1 trading plan adopted May 29, 2025. The sales occurred on 09/15/2025, 09/16/2025 and 09/17/2025 at weighted-average prices of approximately $34.78, $34.57 and $35.17, respectively. Following the transactions, Mr. Nelson beneficially owned 524,047 shares, which includes 343,848 unvested restricted stock units convertible into common stock. The Form 4 discloses the trades were effected under the pre-established trading plan and provides price ranges for the executions.

Positive

• Transactions were executed under a Rule 10b5-1 plan, indicating pre-planned, orderly sales
• Full disclosure provided including weighted-average prices and execution price ranges
• Reporting person retains substantial ownership after sales (524,047 shares including unvested RSUs)

Negative

• Insider sold 120,000 shares, reducing reported beneficial ownership from 604,047 to 524,047 shares
• Significant unvested RSUs (343,848) imply future potential dilution or issuance upon vesting

Insights

Securities Analyst

TL;DR: Insider sales of 120,000 shares were executed under a 10b5-1 plan, reducing holdings but leaving substantial ownership including unvested RSUs.

The disclosed transactions are routine insider liquidity events rather than extraordinary corporate developments. Selling 120,000 shares over three days reduced Mr. Nelson's reported beneficial ownership from 604,047 to 524,047 shares, a visible but not controlling decline. Execution under a Rule 10b5-1 plan generally signals pre-planned disposals, which can reduce ambiguity about opportunistic timing. The large balance of unvested restricted stock units (343,848) means a meaningful portion of potential future dilution or insider alignment remains.

Corporate Governance Expert

TL;DR: The filing reflects transparent compliance with Section 16 reporting and use of a 10b5-1 plan, indicating orderly insider selling.

The Form 4 provides clear disclosure of the relationship of the reporting person to the issuer and the mechanics of the trades, including weighted-average price ranges. Use of a documented 10b5-1 plan adopted May 29, 2025 supports defensibility against claims of trading on material nonpublic information. Investors should note the aggregate retained stake and large unvested RSU position when assessing management alignment with shareholders.

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
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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).

1. Name and Address of Reporting Person^*

NELSON TODD S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		S		40,000(1)	D	$34.78(2)	604,047	D
Common Stock	09/16/2025		S		40,000(1)	D	$34.57(3)	564,047	D
Common Stock	09/17/2025		S		40,000(1)	D	$35.17(4)	524,047(5)	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. 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.

2. This transaction was executed in multiple trades at prices ranging from $34.31 to $35.11. This price reported in Column 4 reflects the weighted average purchase 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.

3. This transaction was executed in multiple trades at prices ranging from $34.20 to $34.77. This price reported in Column 4 reflects the weighted average purchase 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.

4. This transaction was executed in multiple trades at prices ranging from $34.98 to $35.58. This price reported in Column 4 reflects the weighted average purchase 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. Includes 343,848 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: Greg Jansen	09/17/2025
	** 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 did PRDO insider Todd S. Nelson sell?

He sold 120,000 shares in three transactions on 09/15/2025, 09/16/2025 and 09/17/2025 under a Rule 10b5-1 plan.

At what prices were the PRDO shares sold by the insider?

Weighted-average prices reported: approximately $34.78 (09/15), $34.57 (09/16) and $35.17 (09/17); execution ranges were disclosed in the filing.

How many PRDO shares does Todd S. Nelson own after these trades?

524,047 shares beneficially owned following the reported transactions, which includes 343,848 unvested restricted stock units.

Were the sales by the PRDO insider pre-planned?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 29, 2025.

Does the Form 4 indicate any derivative transactions by the insider?

No. Table II for derivative securities contains no reported transactions in this filing.