Phoenix Education Partners Inc.

10/14/2025 | Press release | Distributed by Public on 10/14/2025 14:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Honaker Jeffrey Charles
2. Issuer Name and Ticker or Trading Symbol
Phoenix Education Partners, Inc. [PXED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
C/O PHOENIX EDUCATION PARTNERS, INC., 4035 S. RIVERPOINT PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025
(Street)
PHOENIX, AZ 85040
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 10/09/2025 A 1,500 A (1) 1,500 D
Common Stock, par value $0.01 per share 10/09/2025 A 23,436 A (2) 24,936 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $3.79 10/09/2025 A 30,840 10/09/2025 08/30/2027 Common Stock 30,840(3) (3) 30,840 D
Employee Stock Option (Right to Buy) $5.23 10/09/2025 A 1,932 10/09/2025 02/06/2029 Common Stock 1,932(3) (3) 1,932 D
Employee Stock Option (Right to Buy) $10.9 10/09/2025 A 10,000 10/09/2025 06/08/2031 Common Stock 10,000(3) (3) 10,000 D
Employee Stock Option (Right to Buy) $11.04 10/09/2025 A 19,108 10/09/2025 11/17/2031 Common Stock 19,108(3) (3) 19,108 D
Employee Stock Option (Right to Buy) $10.61 10/09/2025 A 30,801 10/09/2025 02/17/2033 Common Stock 30,801(3) (3) 30,801 D
Employee Stock Option (Right to Buy) $10.61 10/09/2025 A 30,801 (4) 08/31/2030 Common Stock 30,801(4) (4) 30,801 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Honaker Jeffrey Charles
C/O PHOENIX EDUCATION PARTNERS, INC.
4035 S. RIVERPOINT PARKWAY
PHOENIX, AZ 85040
Chief Accounting Officer

Signatures

/s/ Blair Westblom, as attorney-in-fact for Jeffrey Honaker 10/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of shares of common stock in The University of Phoenix, Inc. held by the Reporting Person that became shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering (the "IPO").
(2) Consists of restricted stock units granted under the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan (the "Omnibus Incentive Plan") that will vest and become exercisable for shares of the Issuer's common stock in accordance with the following: (i) 1/3 of such units shall vest on the first anniversary of the date of grant and (ii) the remaining 2/3 of such units shall vest in eight?equal installments on each three-month anniversary thereafter over two years.
(3) Consists of stock options granted under The University of Phoenix, Inc. Management Equity Plan (the "University Equity Plan") that became exercisable for shares of the Issuer's common stock in connection with the closing of the IPO.
(4) Consists of (i) 16,941 stock options granted under the University Equity Plan that became exercisable for shares of the Issuer's common stock in connection with the closing of the IPO and (ii) 13,860 stock options granted under the University Equity Plan that vest and become exercisable for shares of the Issuer's common stock on the twelve-month anniversary of the closing of the IPO.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to 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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