PRDO director exercises options, sells 3,647 shares

PERDOCEO EDUCATION Corp director Patrick W. Gross exercised stock options and sold a portion of the resulting shares.

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Form Type

Rhea-AI Filing Summary

PERDOCEO EDUCATION Corp director Patrick W. Gross exercised stock options and sold a portion of the resulting shares. He exercised non-qualified options for 21,129 shares of common stock at an exercise price of $5.96 per share. On the same date, he sold 3,647 common shares in an open-market transaction at $34.98 per share, with a footnote stating the sale was made to cover the exercise price and taxes. After these transactions, he directly held 114,970 common shares, which the footnotes state include 14,619 vested deferred stock units and 5,155 unvested restricted stock units that each correspond to one share of common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider GROSS PATRICK W

Role Director

Sold 3,647 shs ($128K)

Approx. gross sale proceeds $128K

Approx. exercise cost $126K

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Option (right to buy)	21,129	$0.00	$0.00
Exercise	Common Stock	21,129	$5.96	$126K
Sale	Common Stock	3,647	$34.98	$128K

Holdings After Transaction: Non-Qualified Option (right to buy) — 0 contracts (Direct); Common Stock — 114,970 shares (Direct)

Footnotes (2)

F1. Reflects shares of common stock sold to cover the exercise price and taxes.
F2. 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.

Key Figures

Open-market sale: 3,647 shares at $34.98 Options exercised: 21,129 shares at $5.96 Shares held after: 114,970 shares +3 more

6 metrics

Open-market sale 3,647 shares at $34.98 Common Stock sale on May 12, 2026

Options exercised 21,129 shares at $5.96 Non-qualified option exercise on May 12, 2026

Shares held after 114,970 shares Direct common stock ownership after transactions

Deferred stock units 14,619 units Vested DSUs, each for one common share

Restricted stock units 5,155 units Unvested RSUs tied to common shares

Option grant dates Exercise 2017-06-14, expiry 2026-05-24 Non-qualified option lifecycle

Key Terms

Non-Qualified Option (right to buy), deferred stock units, restricted stock units, Incentive Compensation Plan

4 terms

Non-Qualified Option (right to buy) financial

"security_title: "Non-Qualified Option (right to buy)""

deferred stock units financial

"Includes 14,619 vested deferred stock units granted pursuant to Issuer's 2008 Incentive Compensation Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

restricted stock units financial

"Also includes 5,155 unvested restricted stock units granted pursuant to Issuer's 2016 Incentive Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Incentive Compensation Plan financial

"granted pursuant to Issuer's 2008 Incentive Compensation Plan"

An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PRDO director Patrick W. Gross report on this Form 4?

Patrick W. Gross reported exercising options for 21,129 PRDO common shares and selling 3,647 shares in an open-market transaction. The filing shows both the option exercise and the sale occurred on May 12, 2026, as part of a combined transaction sequence.

Why did Patrick W. Gross sell 3,647 PRDO shares according to the Form 4 filing?

The Form 4 footnote states the 3,647 PRDO shares were sold to cover the option exercise price and related taxes. This indicates the disposition was tied to funding the exercise, rather than a standalone open-market sale for additional liquidity or portfolio rebalancing purposes.

How many PRDO shares did Patrick W. Gross acquire through option exercise?

Patrick W. Gross exercised non-qualified stock options covering 21,129 PRDO common shares at an exercise price of $5.96 per share. This derivative exercise converted his option position into actual common stock, increasing his direct share ownership before the subsequent sale to cover costs.

What are Patrick W. Gross’s PRDO holdings after these reported transactions?

After the transactions, Patrick W. Gross directly held 114,970 PRDO common shares. According to a footnote, this figure includes 14,619 vested deferred stock units and 5,155 unvested restricted stock units, each representing the right to receive one PRDO common share upon the applicable conditions.

What happened to the non-qualified stock option reported in the PRDO Form 4?

The non-qualified option covering 21,129 PRDO shares, with a $5.96 exercise price, was fully exercised on May 12, 2026. Following this exercise, the derivative position showed zero remaining options, indicating the entire grant was converted into common shares on that date.

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Accepted by SEC EDGAR 05/13/2026 - 06:00 PM

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
Estimated average burden
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^*

GROSS PATRICK W

(Last)

(First)

(Middle)

1750 E. GOLF ROAD

SUITE 350

(Street)

SCHAUMBURG

ILLINOIS

60173

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2026		M		21,129	A	$5.96	118,617	D
Common Stock	05/12/2026		S		3,647⁽¹⁾	D	$34.98	114,970⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Option (right to buy)	$5.96	05/12/2026		M			21,129	06/14/2017	05/24/2026	Common Stock	21,129	$0	0	D

Explanation of Responses:

1. Reflects shares of common stock sold to cover the exercise price and taxes.

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.

	Patrick W. Gross by POA: Greg E. Jansen	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR