NELSON TODD S 4

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.