Form 4: Perdoceo CEO Sells 120,000 Shares Under 10b5-1 Plan

Perdoceo Education Corp. President and CEO Todd S. Nelson sold a total of 120,000 shares of common stock over three days in September 2025, pursuant to a pre-arranged Rule 10b5-1 trading plan.

Summary

• Todd S. Nelson, President and CEO, and a Director of Perdoceo Education Corp. (PRDO), reported sales of common stock.
• A total of 120,000 shares were sold in three separate transactions between September 15, 2025, and September 17, 2025.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Nelson on May 29, 2025.
• On September 15, 2025, 40,000 shares were sold at a weighted average price of $34.78 per share.
• On September 16, 2025, another 40,000 shares were sold at a weighted average price of $34.57 per share.
• On September 17, 2025, the final 40,000 shares were sold at a weighted average price of $35.17 per share.
• Following these transactions, Mr. Nelson beneficially owns 524,047 shares of common stock.
• This remaining beneficial ownership includes 343,848 unvested restricted stock units granted under the Issuer's 2016 Incentive Compensation Plan.

Sentiment

Score: 4

Explanation: While the sales were pre-planned under a 10b5-1 plan, a significant reduction in direct share ownership by the CEO, even for personal financial planning, can be viewed with slight caution by investors. It's not overtly negative given the plan, but it's not a positive signal either.

Negatives

• The President and CEO, Todd S. Nelson, sold a significant number of shares (120,000) in the open market.
• Insider selling, even under a 10b5-1 plan, can sometimes be perceived by investors as a lack of confidence in the company's near-term prospects or that the stock is fully valued.

Risks

• Potential negative investor sentiment due to significant insider selling by the CEO, which could put downward pressure on the stock price.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on the insider trading activity.

Management Comments

• The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025.
• The Reporting Person undertakes to provide full information regarding the number of shares and prices at which the transactions were effected, upon written request.

Industry Context

This filing is an insider transaction report and does not contain information directly related to broader industry trends or competitors. It reflects an individual executive's pre-planned stock sales.

Stakeholder Impact

• Shareholders may interpret the CEO's sale of shares as a signal, potentially influencing their perception of the company's valuation or future prospects, despite the pre-planned nature of the transactions.

Key Dates

Recommendation

The CEO's sale of 120,000 shares, while substantial, was executed under a pre-arranged 10b5-1 trading plan. This mitigates the negative signal typically associated with insider selling, as it suggests personal financial planning rather than a reaction to adverse company developments. Without additional information on company performance or strategic shifts, a 'hold' recommendation is appropriate, acknowledging the insider activity without suggesting a fundamental change in the investment thesis.

Keywords

Perdoceo Education Corp, PRDO, Todd S. Nelson, Insider Selling, Form 4, 10b5-1 Plan, Common Stock, Beneficial Ownership, CEO, Director