Perdoceo (PRDO) CFO RSUs vest; shares surrendered to cover tax withholding

Rhea-AI Filing Summary

Perdoceo Education Corp CFO Ashish R. Ghia reported equity compensation activity and related tax withholding in company stock. On March 14, 2026, performance-based restricted stock units granted on March 7, 2023 vested at 200% of the original 27,290-unit target, reflecting achievement of the issuer’s performance criteria. In connection with this vesting, a total of 34,464 shares of common stock were surrendered to the issuer at $35.78 per share to satisfy tax withholding obligations, a non-market, code F disposition.

After these transactions, Ghia directly held 161,672 shares of Perdoceo common stock. Footnote disclosure states this position includes 108,185 unvested restricted stock units under the company’s 2016 Incentive Compensation Plan, each representing the contingent right to receive one share of common stock. The filing reflects compensation vesting and tax payments rather than open-market buying or selling.

Insights

Equity Compensation Analyst

Routine PSU vesting with shares withheld for taxes, not an open-market sale.

CFO Ashish R. Ghia reported the vesting of performance-based restricted stock units granted on March 7, 2023, which vested at 200% of the 27,290-unit target after the company met specified performance criteria. This is a standard equity compensation event.

To cover tax obligations from this vesting, Ghia surrendered 34,464 common shares to the issuer at $35.78 per share under transaction code F, which is a tax-withholding disposition rather than an open-market sale. Following these transactions, he held 161,672 shares directly, including 108,185 unvested restricted stock units that may convert into shares upon future vesting.

This pattern aligns with routine compensation and tax mechanics, not discretionary trading in the market, so it does not materially change the investment thesis for Perdoceo Education Corp based on this filing alone.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Ghia Ashish R

Role CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,288	$35.78	$118K
Tax Withholding	Common Stock	2,932	$35.78	$105K
Tax Withholding	Common Stock	2,429	$35.78	$87K
Tax Withholding	Common Stock	1,727	$35.78	$62K
Tax Withholding	Common Stock	24,088	$35.78	$862K
Exercise	Common Stock	27,290	$0.00	--

Holdings After Transaction: Common Stock — 192,848 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 27,290 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 108,185 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
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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^*

Ghia Ashish R

(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)
	CFO

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		3,288(1)	D	$35.78	192,848	D
Common Stock	03/14/2026		F		2,932	D	$35.78	189,916	D
Common Stock	03/14/2026		F		2,429(1)	D	$35.78	187,487	D
Common Stock	03/14/2026		F		1,727(1)	D	$35.78	185,760	D
Common Stock	03/14/2026		F		24,088(1)	D	$35.78	161,672	D
Common Stock	03/14/2026		M		27,290(2)	A	$0	188,962(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 27,290 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 108,185 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.

	Ashish R. Ghia 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 did Perdoceo (PRDO) CFO Ashish R. Ghia report in this Form 4?

He reported performance-based restricted stock units vesting and related tax withholding. PSUs granted in March 2023 vested at 200% of the 27,290-unit target, and shares were surrendered to cover associated tax obligations, reflecting compensation mechanics rather than open-market trading.

How many Perdoceo shares were surrendered for taxes by the CFO?

A total of 34,464 Perdoceo common shares were surrendered to the issuer at $35.78 per share. These code F transactions represent shares withheld to satisfy tax liabilities triggered by restricted stock unit vesting, not discretionary sales into the open market.

What performance-based equity award vested for Perdoceo CFO Ashish R. Ghia?

Performance-based restricted stock units granted on March 7, 2023 vested. The award’s 27,290-unit target vested at 200% based on the issuer’s achievement of performance criteria, as described in the footnotes, leading to the issuance of shares and related tax-withholding dispositions.

How many Perdoceo shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly held 161,672 Perdoceo common shares. Footnotes also state this holding includes 108,185 unvested restricted stock units, each representing a contingent right to receive one share upon future vesting conditions being met.

Were there any open-market stock purchases or sales by Perdoceo’s CFO in this filing?

No open-market purchases or sales were reported. The filing shows tax-withholding dispositions (code F) where shares were surrendered to the issuer and vesting of performance-based restricted stock units, which are compensation-related events rather than discretionary market trades.

What is the significance of transaction code F in the Perdoceo CFO Form 4?

Transaction code F indicates shares delivered to pay taxes or exercise costs. In this case, the CFO surrendered shares at $35.78 each to satisfy tax withholding obligations from restricted stock unit vesting, a routine administrative step rather than a market-driven sale decision.