PRDO 8-K
PERDOCEO EDUCATION Corp (PRDO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Annual Incentive Award Program
On March 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Perdoceo Education Corporation (the “Company”) approved the 2026 Annual Incentive Plan (the “2026 AIP”). The 2026 AIP is similar to the Company’s 2025 Annual Incentive Plan (the “2025 AIP”) in all material respects. As with the 2025 AIP, the 2026 AIP will use a company-wide adjusted operating income performance component (80% weighting) and an individual goals performance component (20% weighting) for all senior level participants, including the Company’s executive officers. Achievement of the target level of performance for the adjusted operating income performance component results in a payout factor of 100%, with achievement of a threshold adjusted operating income performance level required for any payments under the 2026 AIP and a payment cap of 200% of a participant’s AIP target value. In addition, the payout opportunity for the individual goals performance component will be generally based on the level of achievement of the adjusted operating income performance component and may be adjusted to reflect individual contribution to support the achievement of the Company’s business objectives.
The foregoing description is not a complete description of all of the rights and obligations under the 2026 AIP and is qualified in its entirety by reference to the 2026 AIP, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibits to this Current Report on Form 8-K are listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.
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Exhibit Index
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Description of Exhibit |
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*10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PERDOCEO EDUCATION CORPORATION |
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By: |
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/s/ Ashish R. Ghia |
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Ashish R. Ghia |
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Senior Vice President and Chief Financial |
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Officer |
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Dated |
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March 13, 2026 |
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Perdoceo Education Corporation 2026 Annual Incentive Plan
ARTICLE 1
PURPOSE AND PERFORMANCE PERIOD
ARTICLE 2 DEFINITIONS
The following words and phrases used throughout this document shall have the following meanings:
“Administrator” means a committee consisting of the Chief Financial Officer, the General Counsel and
the designated representative from the Human Resources department (or their respective designees), and/or any other executive officer as determined by the Committee.
“Affiliate” means any corporation, campus, or other entity that, directly or indirectly through one or more intermediaries, is owned by the Company.
“AIP Adjusted Operating Income (‘AIP AOI’)” means the consolidated operating income of the total Company (and its Affiliates) for the year ended December 31, 2026, determined before (a) depreciation, amortization and asset impairments, and (b) legal fee expense associated with: (i) acquisition efforts; and (ii) claims made against the Company in (x) United States of America, ex rel. Fiorisce LLC v. Perdoceo Education Corporation and Colorado Technical University, Inc. and (y) United States of America, ex rel. Aidan K. Peters v. Perdoceo Education Corporation, Colorado Technical University, Inc. and CEC Employee Group, LLC ; in each case to the extent such legal fee expenses in any fiscal year exceed those contemplated in the board-approved budget. The amount for each of these items shall be as reported on the consolidated statement of income (loss) and comprehensive income (loss) within, or as otherwise reported within, the Company’s Form 10-K for the year ending December 31, 2026 (which is prepared in accordance with the generally accepted accounting principles in the U.S. and filed with the U.S. Securities and Exchange Commission); provided, however, that if the information reported in such Form 10-K is not sufficiently specific to provide data for a specific amount,
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then the data will be obtained from the Company’s Finance Department and will be based on the underlying accounting records upon which information in the Form 10-K is based. In addition, AIP AOI shall be: (i) determined assuming that the AOI Performance Factor and Individual Goals Performance Factor are both 100% for all Participants eligible to receive a payment pursuant to this Plan (i.e., assuming target payments); and (ii) subject to such adjustment, if any, as may be made by the Committee.
“Annual Incentive Award” means an annual performance bonus determined under this Plan.
“AOI Performance Factor” means a percentage (expressed to the second decimal place) determined pursuant to the table set forth in the applicable memorandum from the Company setting forth the criteria for a Participant’s Award. The AOI Performance Factor may not be more than 200%.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder.
“Committee” means the Compensation Committee of the Board of Directors of the Company. The Committee will act by a majority of its members.
“Covered Management Position” means a position within the Company which the Company has determined to be covered under 34 C.F.R. Section 668.14(b)(22)(iii)(C).
“Eligible Earned Wages” means compensation for services performed in an incentive-eligible position (as determined pursuant to Article 3) that is eligible for inclusion when determining a Participant’s Annual Incentive Award. Eligible Earned Wages are based on an eligible employee’s annual base salary as of July 1, 2026.
“Individual Goals Performance Factor” means, with respect to each Participant, the Participant’s overall performance rating (expressed as a percentage and as determined by the Participant’s manager) based on the individual performance goals and competency rating, and weighting of such factors, established by the Participant’s manager or department head, as applicable, and recorded in the Company’s performance management system for the Performance Period. The Individual Goals Performance Factor may not be less than 0% nor more than 200%; provided, however, the Individual Goals Performance Factor may be below the AOI Performance Factor but may not exceed the AOI Performance Factor.
“Misconduct” means any one of the following acts, as determined by the Committee in its sole discretion, in which a Participant may engage prior to or during the Performance Period or any time thereafter, but prior to the date the Annual Incentive Award is paid: (a) any act of intentional misconduct, dishonesty, gross negligence, conscious abandonment, or neglect of duty; (b) any violation of the Company’s Code of Conduct, policies on maintaining confidentiality of proprietary information, Code of Ethics or non-discrimination or anti-harassment policy; (c) any commission of a criminal activity, fraud, or embezzlement; (d) any failure to reasonably cooperate in any investigation or proceeding concerning the Company or any of its Affiliates; (e) any unauthorized disclosure or use of confidential information or trade secrets; (f) any violation of any enforceable restrictive covenant, such as a non-compete, non-solicit, or non-disclosure agreement between the Participant and the Company or an Affiliate; or (g) any conduct that causes the Participant to be ineligible for benefits pursuant to the applicable Company severance plan; provided, however, that in the event a Participant is party to an employment agreement with the Company or an Affiliate that contains a different definition of “Misconduct” or “cause” applicable to such Participant, the definition of “Misconduct” or “cause” contained in such employment agreement shall control to the extent provided therein.
“Participant” means an eligible employee who has been selected for participation in the Plan.
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“Performance Period” means the calendar year ending December 31, 2026.
“Plan” means this 2026 Annual Incentive Plan.
“Target Incentive Percentage” means a Participant’s target Annual Incentive Award percentage of Eligible Earned Wages as of July 1, 2026.
“Targeted AIP AOI” means the targeted AIP AOI for the Performance Period as approved by the Committee, which shall be based on the Company’s 2026 operating plan approved by the Board of Directors of the Company.
ARTICLE 3 ELIGIBILITY
ARTICLE 4 AWARD AMOUNT
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Participant Classification |
Adjusted AOI |
Individual Goals |
Total |
E61 and Above |
80% |
20% |
100% |
E58 - E60, T12 |
75% |
25% |
100% |
E55 – E57, T09,T10 |
70% |
30% |
100% |
A x B x C x D:
Where:
“A” equals such Participant’s Eligible Earned Wages;
“B” equals such Participant’s Target Incentive Percentage;
“C” equals the percentage set forth in the applicable box set forth in the “Adjusted AOI” column in the table in Section 4.1 hereof; and
“D” equals the applicable AOI Performance Factor.
A x B x Y x D x Z:
Where:
“A” equals such Participant’s Eligible Earned Wages;
“B” equals such Participant’s Target Incentive Percentage; “D” equals the applicable AOI Performance Factor;
“Y” equals the percentage set forth in the applicable box set forth in the “Individual Goals” column in the table in Section 4.1 hereof; and
“Z” equals the applicable Individual Goals Performance Factor.
Notwithstanding the foregoing, the product of D x Z may not be greater than 200%, and any payment pursuant to this Section 4.3 shall be adjusted accordingly to implement a 200% payout cap with respect to the individual goals performance component. For the avoidance of doubt, the Individual Goals Performance Factor may be below the AOI Performance Factor but may not exceed the AOI Performance Factor.
ARTICLE 5 MISCELLANEOUS
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