UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~Earliest Event Reported): May 22, 2025~~1934

Date of Report (Date of Earliest Event Reported): July 31, 2025

Perdoceo Education Corporation

(Exact Name of Registrant as Specified in Charter)



Delaware	0-23245	36-3932190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



1750 E. Golf Road, Schaumburg, IL		60173
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 781-3600

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PRDO	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~On July 31, 2025, Perdoceo Education Corporation (the “Company”) ~~held~~issued ~~its~~a ~~annual~~press ~~meeting~~release ofdescribing ~~stockholders~~the onCompany’s ~~May~~financial 22results for the quarter and year to date ended June 30, 2025 (and providing the ~~“Annual~~Company’s ~~Meeting”)~~2025 outlook. At A copy of the ~~Annual~~press ~~Meeting~~release is being furnished as Exhibit 99.1, and the ~~following~~information ~~matters~~contained ~~were~~therein ~~voted~~is incorporated herein by reference. Following the issuance of the press release, the Company will host a conference call and webcast on: which its financial results for the quarter and year to date ended June 30, 2025 and outlook will be discussed.

~~(1)~~ The ~~Company’s~~information ~~stockholders~~contained ~~voted~~in Item 2.02 of this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as ~~follows~~amended, or otherwise subject to ~~elect~~the ~~eight~~liabilities ~~directors~~of tothat section, nor shall the ~~Company’s~~information ~~Board~~be deemed incorporated by reference into any filing under the Securities Act of ~~Directors:~~1933 or Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

Directors:	Votes For:	Against:	Abstain:	Broker Non-Votes:
Dennis H. Chookaszian	54,155,117	1,751,439	16,251	4,763,953
Kenda B. Gonzales	55,747,521	157,697	17,589	4,763,953
Patrick W. Gross	54,746,024	1,160,424	16,359	4,763,953
William D. Hansen	54,907,834	994,183	20,790	4,763,953
Gregory L. Jackson	54,021,456	1,880,533	20,818	4,763,953
Todd S. Nelson	55,240,151	663,960	18,696	4,763,953
Hanna Skandera	55,866,874	36,162	19,771	4,763,953
Leslie T. Thornton	53,568,969	2,337,568	16,270	4,763,953
Alan D. Wheat	55,156,708	362,118	403,981	4,763,953

Item 9.01. Financial Statements and Exhibits.

~~Each~~(d) ~~nominee was elected~~Exhibits.

~~(2)~~ The ~~Company’s~~exhibits ~~stockholders~~required ~~approved,~~by onItem a601 ~~nonbinding~~of ~~advisory~~Regulation ~~basis,~~S-K ~~the~~are ~~executive~~listed ~~compensation~~in ~~paid~~the by“Exhibit ~~the~~Index” ~~Company~~which tois ~~its~~contained ~~named~~in ~~executive~~this ~~officers,~~Current byReport ~~the~~on ~~votes~~Form ~~set~~8-K ~~forth~~and inare ~~the~~incorporated ~~table~~by ~~below:~~reference herein.

Votes For:	Against:	Abstain:	Broker Non-Votes:
53,991,646	1,836,289	94,872	4,763,953

Exhibit Index

Proposal 2 was approved on an advisory basis.


Exhibit Number		Description of Exhibits

99.1		Press release of the Company dated July 31, 2025 reporting the Company’s financial results for the quarter and year to date ended June 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(3) The Company’s stockholders voted as follows to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2025:

Votes For:	Against:	Abstain:
60,346,769	321,817	18,174

Proposal 3 was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERDOCEO EDUCATION CORPORATION
By:		/s/ Greg E. Jansen
		Greg E. Jansen
		Senior Vice President, General Counsel and
		Corporate Secretary
Dated:		May 28, 2025



PERDOCEO EDUCATION CORPORATION

By:		/s/ Ashish R. Ghia
		Ashish R. Ghia
		Senior Vice President and Chief Financial Officer

3Date: July 31, 2025

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