President and CEO Nelson Todd S sold $1,791,510 worth of shares (51,346 units at $34.89), covered exercise/tax liability with 91,787 shares and converted options into 73,140 shares, decreasing direct ownership by 14% to 432,368 units (SEC Form 4)
$PRDO
Other Consumer Services
Real Estate
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PERDOCEO EDUCATION Corp [ PRDO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10,333(1) | D | $35.78 | 492,028 | D | |||
| Common Stock | 03/14/2026 | F | 7,687(1) | D | $35.78 | 484,341 | D | |||
| Common Stock | 03/14/2026 | F | 7,073(1) | D | $35.78 | 477,268 | D | |||
| Common Stock | 03/14/2026 | F | 4,801(1) | D | $35.78 | 472,467 | D | |||
| Common Stock | 03/14/2026 | F | 61,893(1) | D | $35.78 | 410,574 | D | |||
| Common Stock | 03/14/2026 | M | 73,140(2) | A | $0 | 483,714 | D | |||
| Common Stock | 03/16/2026 | S | 40,000(3) | D | $34.86(4) | 443,714 | D | |||
| Common Stock | 03/17/2026 | S | 11,346(3) | D | $35(5) | 432,368(6) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 73,140 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025. |
| 4. This transaction was executed in multiple trades at prices ranging from $34.28 to $35.52. This price reported in Column 4 reflects the weighted average sale 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. |
| 5. This transaction was executed in multiple trades at prices ranging from $34.78 to $35.27. This price reported in Column 4 reflects the weighted average sale 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. |
| 6. Includes 297,899 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 | 03/17/2026 | |
| ** 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. | ||