Czeszewski David C. 4

What Happened

• David Czeszewski, SVP and Chief Investment Officer of Perdoceo Education Corp (PRDO), had performance-based restricted stock units convert into 9,094 shares (reported as an exercise/conversion). To satisfy tax-withholding obligations connected with RSU vesting, he surrendered a total of 11,380 shares to the issuer at $35.78 per share, representing aggregate withholding value of $407,176. These were not open-market sales but share surrenders to the company for taxes.

Key Details

• Transaction date: 2026-03-14; Form 4 filed: 2026-03-17 (Period of Report: 2026-03-14).
• Acquired: 9,094 shares via exercise/conversion of PSUs at $0.00 per share (transaction code M).
• Disposed (surrendered for tax withholding): 11,380 shares at $35.78 each; total value reported ≈ $407,176 (transaction code F).
  • Breakdown of surrendered lots per filing: 1,223; 943; 748; 472; and 7,994 shares.
• Shares owned after the reported transactions: not specified in the filing.
• Relevant footnotes:
  • F1: Surrenders reflect shares given to the issuer to satisfy tax withholding on RSU vesting.
  • F2: The PSUs were originally a target grant of 9,094 PSUs (granted Mar 7, 2023); performance metrics resulted in vesting at 200% of target. The additional PSUs not previously reported are included here.
  • F3: The filing notes 30,121 unvested restricted stock units remain outstanding under the company’s 2016 Incentive Compensation Plan.

Context

• This was a vesting/conversion of performance-based restricted stock units, not a market purchase or discretionary sale. The surrender of shares to cover taxes is routine following vesting and does not by itself signal a directional view on the stock.
• The filing reports the mechanical result of PSU vesting and tax withholding; it does not provide insight into future transactions or insider sentiment.