Perdoceo (PRDO) director sells 21,129 shares after option exercise

Rhea-AI Filing Summary

Perdoceo Education Corp director Leslie T. Thornton exercised stock options and sold shares on the same day. Thornton exercised a non-qualified option for 21,129 shares of common stock at an exercise price of $5.96 per share and then sold 21,129 shares of common stock in an open-market transaction at a weighted average price of $35.37 per share.

Following these transactions, Thornton directly owned 61,161 shares of common stock. This direct position includes 14,619 vested deferred stock units and 5,155 unvested restricted stock units, each representing the right to receive one share of common stock upon the applicable settlement or vesting conditions.

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

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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^*

Thornton Leslie T

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		M		21,129	A	$5.96	82,290	D
Common Stock	03/13/2026		S		21,129	D	$35.37(1)	61,161(2)	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
Non-Qualified Option (right to buy)	$5.96	03/13/2026		M			21,129	06/14/2017	05/24/2026	Common Stock	21,129	$0	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $34.97 to $35.65. 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.

2. Includes 14,619 vested deferred stock units granted pursuant to Issuer's 2008 Incentive Compensation Plan, with each unit representing the right to receive one share of common stock upon Reporting Person's termination of service from Issuer. Also includes 5,155 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 upon vesting.

	Leslie T. Thornton by POA: Greg Jansen	03/13/2026
	** 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.

FAQ

What insider transaction did Leslie T. Thornton report at Perdoceo (PRDO)?

Leslie T. Thornton reported exercising a non-qualified option for 21,129 Perdoceo shares at $5.96 per share, then selling 21,129 common shares in an open-market transaction at a weighted average price of $35.37 per share on March 13, 2026.

How many Perdoceo (PRDO) shares did the director sell and at what price?

The director sold 21,129 shares of Perdoceo common stock in an open-market transaction at a weighted average price of $35.37 per share, with individual trade prices ranging between $34.97 and $35.65, according to the Form 4 disclosure footnote.

What stock option exercise did Perdoceo (PRDO) director Leslie T. Thornton report?

Thornton exercised a non-qualified stock option covering 21,129 shares of Perdoceo common stock at an exercise price of $5.96 per share. The option was originally granted with an expiration date of May 24, 2026, and the exercise converted derivative holdings into common shares.

How many Perdoceo (PRDO) shares does Leslie T. Thornton own after the reported transactions?

After the transactions, Thornton directly owns 61,161 shares of Perdoceo common stock. This figure includes 14,619 vested deferred stock units and 5,155 unvested restricted stock units, each unit representing the right or contingent right to receive one share of common stock upon settlement or vesting.

What do the deferred stock units and restricted stock units for Perdoceo (PRDO) represent?

The 14,619 vested deferred stock units represent the right to receive one Perdoceo common share per unit upon Thornton’s termination of service. The 5,155 unvested restricted stock units represent a contingent right to receive one common share per unit when vesting conditions under the company’s incentive plans are satisfied.

Was the Perdoceo (PRDO) director’s sale executed in a single trade or multiple trades?

The sale was executed in multiple trades, with prices ranging from $34.97 to $35.65 per share. The Form 4 reports a weighted average sale price of $35.37 per share and notes that full trade details are available upon written request to the reporting person.