Perdoceo (PRDO) Director Exercises Options and Sells Shares, Retains 60,962

Rhea-AI Filing Summary

Gregory L. Jackson, a director and chairman of Perdoceo Education Corp (PRDO), reported option exercises and contemporaneous sales in late August 2025. On 08/25/2025 he exercised 16,561 non-qualified options with a $5.96 exercise price and sold 16,561 shares at a weighted-average price of $33.51. On 08/27/2025 he exercised an additional 4,568 options at $5.96 and sold 4,568 shares at $32.50. After these transactions the filing shows 60,962 shares beneficially owned. The filing notes inclusion of 14,619 vested deferred stock units and 5,155 unvested restricted stock units in the beneficial ownership total.

Positive

• Timely disclosure of insider option exercises and sales consistent with Section 16 filing requirements
• Substantial retained ownership of 60,962 shares, including deferred and restricted units, indicating continued equity stake

Negative

• Insider sales of 21,129 shares may be viewed negatively by some investors as liquidity-taking by a director
• Increased free float from exercised options and sales could modestly dilute perceived insider-held percentage

Insights

Financial Analyst

TL;DR: Insider exercised low-cost options and sold the resulting shares, realizing substantial proceeds while retaining meaningful ownership.

The reporting person exercised a total of 21,129 options at $5.96 and sold the same number of shares at ~$33.51 and $32.50, indicating a large realized gain per share relative to the exercise price. Beneficial ownership remains 60,962 shares, which includes deferred and restricted stock units. From a financial perspective, these transactions are routine option exercises with sales to monetize gains; they do not, by themselves, change company fundamentals but do increase free float slightly.

Corporate Governance Expert

TL;DR: A director and chairman disclosed timely Form 4 activity showing option exercises and immediate sales; disclosure appears compliant.

The Form 4 identifies the reporting person as a director and chairman and shows timely reporting of exercises and sales on 08/25/2025 and 08/27/2025. The filing includes explanatory footnotes about trade pricing and unit holdings and is signed by POA. This disclosure meets Section 16 reporting requirements and provides transparency about insider liquidity. The sales may be noted by investors, but the filing contains no indication of prearranged trading plans or unusual governance concerns.

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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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^*

Jackson Gregory L.

(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)	X	Other (specify below)
			Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M		16,561	A	$5.96	77,523	D
Common Stock	08/25/2025		S		16,561	D	$33.51(1)	60,962	D
Common Stock	08/27/2025		M		4,568	A	$5.96	65,530	D
Common Stock	08/27/2025		S		4,568	D	$32.5	60,962(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	08/25/2025		M			16,561	05/24/2016	05/24/2026	Common Stock	16,561	$0	4,568	D
Non-Qualified Option (right to buy)	$5.96	08/27/2025		M			4,568	05/24/2016	05/24/2026	Common Stock	4,568	$0	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $33.50 to $33.58. 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 unites 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.

	Gregory L. Jackson by POA: Jeff Wigfield	08/27/2025
	** 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.
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FAQ

What did PRDO insider Gregory L. Jackson report on Form 4?

He reported exercising 21,129 non-qualified options at a $5.96 exercise price and selling the same 21,129 shares on 08/25/2025 and 08/27/2025.

At what prices were the PRDO shares sold by the insider?

Sales were reported at a weighted-average price of $33.51 on 08/25/2025 and $32.50 on 08/27/2025.

How many PRDO shares does Gregory L. Jackson beneficially own after the transactions?

The Form 4 reports 60,962 shares beneficially owned following the reported transactions.

Do the reported holdings include restricted or deferred units?

Yes. The beneficial ownership includes 14,619 vested deferred stock units and 5,155 unvested restricted stock units.

Were the sale prices for the 08/25/2025 trade a single price?

No. The filing explains the 08/25/2025 sale was executed in multiple trades at prices ranging from $33.50 to $33.58, with a reported weighted average of $33.51.