[Form 4] Adtalem Global Education Inc. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Robert J. Phelan, Chief Financial Officer of Adtalem Global Education Inc. (ATGE), reported multiple transactions in the company鈥檚 common stock related to the vesting and payout of performance- and restricted-stock awards. On August 23鈥�25, 2025, common shares were issued as payouts of performance stock units awarded in 2023 and 2024, and a series of share dispositions occurred to satisfy tax-withholding obligations tied to vesting. Following the reported transactions, Mr. Phelan beneficially owned 63,807 shares. Transaction prices shown were $134.88 and $135.33 per share where applicable. The filing is signed by an attorney-in-fact for Mr. Phelan on August 27, 2025.

Insights

TL;DR: Routine insider stock issuances and withholding-related dispositions tied to equity award vesting; no new purchases or sales for trading purposes.

The Form 4 documents the issuance of common stock as payouts for previously granted performance stock units and restricted stock units, with accompanying share-withholdings to meet tax obligations. These entries are administrative and reflect compensation settlement rather than open-market trading activity. The net effect on reported beneficial ownership is accessible and quantifiable: 63,807 shares after the last reported transaction.

TL;DR: Equity compensation vesting and tax-withholding actions disclosed; signals standard governance practice for award settlements.

The explanations explicitly state that shares were issued in payout of Growth with Purpose and other performance stock units awarded in 2023 and 2024, and that multiple entries labeled 鈥淔鈥� represent shares surrendered to satisfy tax-withholding obligations. These items are consistent with typical executive compensation settlement mechanics and do not indicate discretionary trading or changes in compensation policy within the filing.

08/27/2025 - 05:44 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phelan Robert J.

(Last)

(First)

(Middle)

233 S. WACKER DRIVE

SUITE 800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Adtalem Global Education Inc. [ ATGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2025		A		21,555⁽¹⁾	A	$134.88	65,458	D
Common Stock	08/23/2025		F		9,537⁽²⁾	D	$134.88	55,921	D
Common Stock	08/23/2025		F		1,279⁽³⁾	D	$134.88	54,642	D
Common Stock	08/24/2025		F		1,414⁽³⁾	D	$134.88	53,228	D
Common Stock	08/24/2025		A		19,305⁽⁴⁾	A	$134.88	72,533	D
Common Stock	08/24/2025		F		8,553⁽⁵⁾	D	$134.88	63,980	D
Common Stock	08/25/2025		F		173⁽³⁾	D	$135.33	63,807	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Common stock issued in payout of Growth with Purpose ("GwP") performance stock units awarded on August 23, 2023.

2. Represents the satisfaction of tax withholding obligations upon the vesting of the GwP performance stock units.

3. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded restricted stock units.

4. Common stock issued in payout of performance stock units awarded on February 15, 2023.

5. Represents the satisfaction of tax withholding obligations upon the vesting of previously awarded performance stock units.

	/s/ Lawrence C. Bachman, attorney-in-fact for Mr. Phelan	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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