Perdoceo (NASDAQ: PRDO) SVP logs PSU vesting, surrenders shares for taxes

Rhea-AI Filing Summary

Perdoceo Education SVP and CIO David C. Czeszewski reported compensation-related stock activity involving performance-based restricted stock units and tax withholding. On March 14, 2026, an additional 9,094 shares of common stock were delivered upon vesting of performance-based restricted stock units granted on March 7, 2023, after the issuer achieved performance high enough for the award to vest at 200% of the original target grant.

To cover tax obligations triggered by these vestings, a total of 11,380 shares of common stock were surrendered back to the company at $35.78 per share through multiple transactions coded "F," which are tax-withholding dispositions rather than open-market sales. Czeszewski also continues to hold 30,121 unvested restricted stock units, each representing the right to receive one share of common stock if vesting conditions are met.

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^*

Czeszewski David C.

(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)
	SVP, CIO

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		1,223(1)	D	$35.78	76,046	D
Common Stock	03/14/2026		F		943(1)	D	$35.78	75,103	D
Common Stock	03/14/2026		F		748(1)	D	$35.78	74,355	D
Common Stock	03/14/2026		F		472(1)	D	$35.78	73,883	D
Common Stock	03/14/2026		F		7,994(1)	D	$35.78	65,889	D
Common Stock	03/14/2026		M		9,094(2)	A	$0	74,983(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 9,094 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 30,121 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.

	David C. Czeszewski 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 PRDO executive David C. Czeszewski report on March 14, 2026?

David C. Czeszewski reported vesting of performance-based stock units and related tax withholding. An additional 9,094 common shares were delivered from performance-based restricted stock units, and 11,380 shares were surrendered back to the company to satisfy tax obligations at $35.78 per share.

Were the March 2026 PRDO Form 4 transactions open-market sales of stock?

No, the reported dispositions were tax-withholding transactions, not open-market sales. Shares were surrendered to Perdoceo Education to cover tax liabilities arising from the vesting of restricted and performance-based stock units, as indicated by the "F" transaction code and related footnote.

How were PRDO performance-based restricted stock units for David C. Czeszewski determined at vesting?

The performance-based restricted stock units granted on March 7, 2023 vested at 200% of the initial target grant of 9,094 units. This level was based on Perdoceo Education’s achievement of specified performance criteria, resulting in additional shares being issued and reported in this Form 4.

What ongoing equity incentives does PRDO executive David C. Czeszewski still hold after this Form 4?

Czeszewski continues to hold 30,121 unvested restricted stock units under Perdoceo Education’s 2016 Incentive Compensation Plan. Each unit represents a contingent right to receive one share of common stock if the applicable vesting conditions and service requirements are satisfied in the future.

What does the F transaction code mean in the PRDO Form 4 for March 14, 2026?

The F transaction code designates payment of an exercise price or tax liability by delivering securities. In this filing, it reflects common shares surrendered to Perdoceo Education to satisfy tax withholding obligations tied to vesting restricted and performance-based stock units, rather than discretionary stock sales.