Perdoceo (PRDO) CEO granted new time- and performance-based stock units

Rhea-AI Filing Summary

NELSON TODD S reported acquisition or exercise transactions in this Form 4 filing.

Perdoceo Education President and CEO Todd S. Nelson reported equity grants of common-stock-based awards under the company’s 2016 Incentive Compensation Plan. He received two grants of 49,157 units each, one time-based and one performance-based, for a total of 98,314 restricted stock units.

The time-based units vest in four equal installments on March 14, 2027, 2028, 2029 and 2030. The performance-based units have a target vesting date of March 14, 2029, with actual shares earned ranging from 0–200% of target based on operating goals. After these awards, Nelson is shown with 502,361 common shares, including 442,162 unvested restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider NELSON TODD S

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	49,157	$0.00	--
Grant/Award	Common Stock	49,157	$0.00	--

Holdings After Transaction: Common Stock — 453,204 shares (Direct)

Footnotes (1)

1. Time-based 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. These units vest in four equal installments on each of March 14, 2027, 2028, 2029 and 2030. Performance-based 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. This amount represents the target number on the vesting date of March 14, 2029. The actual number of shares issued will range from 0-200% of target based on the level of achievement of certain operating criteria. Includes 442,162 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
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^*

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)
03/10/2026

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	03/10/2026		A		49,157(1)	A	$0	453,204	D
Common Stock	03/10/2026		A		49,157(2)	A	$0	502,361(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. Time-based 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. These units vest in four equal installments on each of March 14, 2027, 2028, 2029 and 2030.

2. Performance-based 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. This amount represents the target number on the vesting date of March 14, 2029. The actual number of shares issued will range from 0-200% of target based on the level of achievement of certain operating criteria.

3. Includes 442,162 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: Andrew Terry	03/12/2026
	** 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 did Perdoceo (PRDO) CEO Todd S. Nelson report in this Form 4 filing?

Todd S. Nelson reported receiving equity awards totaling 98,314 restricted stock units. These consist of two separate grants of 49,157 units each under Perdoceo’s 2016 Incentive Compensation Plan, tied to time-based vesting and performance-based vesting conditions over future years.

How are Todd Nelson’s new time-based restricted stock units at Perdoceo (PRDO) scheduled to vest?

The time-based restricted stock units vest in four equal installments starting in 2027. Specifically, they vest on March 14 of 2027, 2028, 2029 and 2030, aligning the CEO’s compensation with longer-term service and company performance over that multi-year period.

What are the performance conditions on Todd Nelson’s new PRDO performance-based stock units?

The performance-based restricted stock units have a target vesting date of March 14, 2029. Actual shares earned will range from 0% to 200% of the 49,157-unit target, depending on how certain operating criteria are achieved over the performance period.

How many Perdoceo (PRDO) shares does Todd Nelson hold after these awards?

After these reported awards, Todd Nelson is shown with 502,361 common shares. This total includes 442,162 unvested restricted stock units, meaning a substantial portion of his reported holdings remains subject to future vesting and performance conditions under the incentive plan.

How many unvested restricted stock units does the Perdoceo (PRDO) CEO now have?

The filing states that Todd Nelson’s holdings include 442,162 unvested restricted stock units. Each unit represents a contingent right to receive one share of Perdoceo common stock, emphasizing the long-term, stock-based structure of his compensation package tied to company outcomes.