10. SHARE-BASED COMPENSATION

Overview

The Perdoceo Education Corporation Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”) became effective (as the Career Education Corporation 2016 Incentive Compensation Plan) on May 24, 2016, and the amendment and

restatement of the 2016 Plan became effective on June 3, 2021, upon its approval by the Company’s stockholders. Under the 2016 Plan, Perdoceo may grant to eligible participants awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, annual incentive awards, and substitute awards, which generally may be settled in cash or shares of our common stock. The vesting of all types of awards is subject to possible acceleration in certain circumstances. If a plan participant terminates employment for any reason other than by death or disability during the vesting period, the right to unvested awards is generally forfeited.

Restricted Stock Units

For each of the quarters ended March 31, 2026 and 2025, the Company granted approximately 0.2 million restricted stock units, which are not "performance-based," with a grant-date fair value of approximately $6.3 million and $5.2 million, respectively.

Additionally, for the quarters ended March 31, 2026 and 2025, the Company granted approximately 0.1 million and 0.2 million “performance-based" restricted stock units, with a grant-date fair value of approximately $5.1 million and $3.8 million, respectively. The performance-based restricted stock units are subject to performance conditions which are determined at the time of grant and typically cover a three-year performance period. These performance conditions may result in all performance-based units being forfeited even if the requisite service period is met.

All restricted stock units granted in 2026 and 2025 are to be settled in shares of our common stock.

Share-Based Compensation Expense

Total share-based compensation expense for the quarters ended March 31, 2026 and 2025, was $3.2 million and $2.9 million, respectively.

As of March 31, 2026, we estimate that total compensation expense of approximately $26.0 million will be recognized over the next four years for all unvested share-based awards that have been granted to participants. This amount excludes any estimates of forfeitures.