[Form 4] Perdoceo Education Corporation Insider Trading Activity

Rhea-AI Filing Summary

Perdoceo Education Corp (PRDO) Chief Financial Officer Ashish R. Ghia reported option exercise activity together with share sales on 08/07/2025. He exercised 6,236 non‑qualified options with an exercise price of $13.80 and then sold those 6,236 shares. In separate transactions the reporting person sold 46,845 shares pursuant to a Rule 10b5‑1 trading plan. Sales were executed in multiple trades at prices ranging from $30.23 to $31.31, with a weighted average reported at $30.70. After these transactions the reporting person’s beneficial ownership is reported as 157,632 shares (direct), which includes 121,215 unvested restricted stock units that represent contingent rights to receive shares.

Positive

• Transactions executed under a Rule 10b5‑1 trading plan, indicating pre‑arranged timing rather than ad hoc insider sales.
• Option exercise demonstrates use of existing compensation instruments (6,236 options exercised at $13.80).

Negative

• Insider sold 46,845 shares at a weighted average of $30.70, reducing direct holdings to 157,632 shares.
• Large portion of beneficial ownership is unvested RSUs (121,215 units), indicating limited currently vested share retention by the reporting person.

Insights

Corporate Governance Expert

TL;DR: Insider exercised options and completed planned sales under a 10b5‑1 program; ownership remains materially concentrated in unvested RSUs.

The reporting person, the issuer’s CFO, exercised 6,236 options at a stated exercise price of $13.80 and sold those shares the same day. Separately, 46,845 shares were sold under a Rule 10b5‑1 plan with trades from $30.23 to $31.31 and a weighted average of $30.70. The disclosures state that 121,215 unvested restricted stock units remain part of the beneficial position, bringing direct beneficial ownership to 157,632 shares after the transactions. Because the sales were effected pursuant to an established 10b5‑1 plan, the filings indicate the transactions were pre‑arranged rather than ad hoc trades, which is relevant to governance and disclosure assessment.

Securities Analyst

TL;DR: Option exercise and sizable insider sales were disclosed; transactions were pre‑planned and reduced direct share holdings to 157,632.

The CFO’s activity combined an option exercise (6,236 shares exercisable under a plan with a $13.80 strike) and open‑market sales totaling 46,845 shares executed at a weighted average of $30.70. The filing notes the sales were made under a Rule 10b5‑1 trading plan adopted May 8, 2025, and that execution occurred across multiple trades priced $30.23–$31.31. After the reported transactions, the reporting person’s direct beneficial ownership is 157,632 shares, including a large component of unvested RSUs (121,215), which affects the holder’s near‑term dilution and potential future share issuance schedules.

08/11/2025 - 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).

X

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)
08/07/2025

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	08/07/2025		S		46,845(1)	D	$30.7(2)	157,632	D
Common Stock	08/07/2025		M		6,236	A	$13.8	163,868	D
Common Stock	08/07/2025		S		6,236	D	$30.7(2)	157,632(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
Non-Qualified Option (right to buy)	$13.8	08/07/2025		M			6,236	03/14/2021	03/06/2028	Common Stock	6,236	$0	0	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8, 2025.

2. This transaction was executed in multiple trades at prices ranging from $30.23 to $31.31. 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.

3. Includes 121,215 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: Jeff Wigfield	08/11/2025
	** 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.
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 transactions did PRDO CFO Ashish Ghia report?

The filing reports an exercise of 6,236 options (strike $13.80) and the sale of 46,845 shares, with the exercise shares sold the same day.

At what prices were the PRDO shares sold?

Sales were executed in multiple trades at prices ranging from $30.23 to $31.31, with a reported weighted average sale price of $30.70.

How many PRDO shares does the reporting person beneficially own after the transactions?

The reporting person’s beneficial ownership following the transactions is reported as 157,632 shares (direct), which includes 121,215 unvested restricted stock units.

Were the sales part of a plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by the reporting person on May 8, 2025.

What was the option exercise price and relevant option expiry information?

The exercised non‑qualified options had a conversion/exercise price of $13.80, with the underlying options dated exercisable 03/14/2021 and expiring 03/06/2028 as disclosed in the filing.