NELSON TODD S 4
4 · PERDOCEO EDUCATION Corp · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Perdoceo (PRDO) CEO Todd Nelson Sells Shares After PSU Vesting
What Happened
- Todd S. Nelson, President, CEO and a Director of Perdoceo Education Corp (PRDO), had 73,140 shares issued on the vesting/conversion of performance-based restricted stock units (reported as an exercise/conversion). He surrendered 91,787 shares to Perdoceo to satisfy tax-withholding obligations (disposed, $3,284,140) and separately sold 51,346 shares in open-market transactions for approximately $1,791,510. The combined value of the reported dispositions is about $5,075,650.
- The open-market sales were effected under a Rule 10b5-1 trading plan and executed in multiple trades at weighted-average prices of $34.86 (40,000 shares; trade prices ranged $34.28–$35.52) and $35.00 (11,346 shares; range $34.78–$35.27). The tax-withheld shares were recorded at $35.78 per share.
Key Details
- Transaction dates: PSU vesting/tax withholding reported 2026-03-14; market sales on 2026-03-16 (40,000 shares) and 2026-03-17 (11,346 shares). Form filed 2026-03-17 (timely).
- Shares acquired: 73,140 shares via exercise/conversion (PSU vesting) (code M).
- Shares disposed: 91,787 shares surrendered to satisfy taxes (code F) at $35.78; 51,346 shares sold in open market (code S) for ~$1.79M.
- Sales executed pursuant to a 10b5-1 plan adopted May 29, 2025 (footnote F3); sale prices reported as weighted averages and executed in multiple trades (footnotes F4, F5).
- Notable footnotes: PSUs granted 3/7/2023 vested at 200% of target (additional shares reported now) (F2). Filing notes there are 297,899 unvested RSUs outstanding (F6).
- Filing appears timely (Form 4 filed within standard reporting window).
Context
- This was primarily a vesting event (PSUs converting to shares) with shares surrendered to cover tax withholding and additional open-market sales under a pre-established 10b5-1 plan. Tax-withholding surrenders are routine and do not reflect an open-market sale by themselves; the open-market sales were pre-planned under the trading plan. The Form reports both the acquisition from vesting and subsequent dispositions; it does not explain the insider's motives.
Insider Transaction Report
Form 4
NELSON TODD S
DirectorPresident and CEO
Transactions
- Tax Payment
Common Stock
[F1]2026-03-14$35.78/sh−10,333$369,715→ 492,028 total - Tax Payment
Common Stock
[F1]2026-03-14$35.78/sh−7,687$275,041→ 484,341 total - Tax Payment
Common Stock
[F1]2026-03-14$35.78/sh−7,073$253,072→ 477,268 total - Tax Payment
Common Stock
[F1]2026-03-14$35.78/sh−4,801$171,780→ 472,467 total - Tax Payment
Common Stock
[F1]2026-03-14$35.78/sh−61,893$2,214,532→ 410,574 total - Exercise/Conversion
Common Stock
[F2]2026-03-14+73,140→ 483,714 total - Sale
Common Stock
[F3][F4]2026-03-16$34.86/sh−40,000$1,394,400→ 443,714 total - Sale
Common Stock
[F3][F5][F6]2026-03-17$35.00/sh−11,346$397,110→ 432,368 total
Footnotes (6)
- [F1]Reflects shares of common stock surrendered to Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Signature
Todd S. Nelson by POA: Andrew Terry|2026-03-17