Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Phoenix Education Partners, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
718968100 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 718968100 |
| 1 | Names of Reporting Persons
TVG-I-E-AEG Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,935,463.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.84 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN |
Comment for Type of Reporting Person: (1) Reflects shares of Phoenix Education Partners, Inc. held directly by TVG-I-E-AEG Holdings, LP (the "Vistria Stockholder"). Vistria-AEG GP, LLC ("Vistria GP") is the general partner of the Vistria Stockholder and Adnan A. Nisar is the sole manager of Vistria GP. The Vistria Group, LP ("Vistria LP") is the sole member of Vistria GP. The Vistria Group, LLC is the general partner of Vistria LP and Harreld N. Kirkpatrick III and Martin H. Nesbitt are the sole members of The Vistria Group, LLC. Messrs. Kirkpatrick, Nesbitt and Nisar each may be deemed to have voting and dispositive control of the shares of the Issuer's common stock held by the Vistria Stockholder. Messrs. Kirkpatrick, Nesbitt and Nisar disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein, if any. (2) The denominator of the fraction upon which this percentage is calculated is based on 35,652,963 shares of common stock outstanding as reported on the Issuer's Form 10-K filed on November 20, 2025.
SCHEDULE 13G
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| CUSIP No. | 718968100 |
| 1 | Names of Reporting Persons
Vistria-AEG GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,935,463.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.84 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: (1) See Note 1 to the Cover Page for TVG-I-E-AEG Holdings, LP. (2) See Note 2 to the Cover Page for TVG-I-E-AEG Holdings, LP.
SCHEDULE 13G
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| CUSIP No. | 718968100 |
| 1 | Names of Reporting Persons
Adnan A. Nisar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,935,463.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.84 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) See Note 1 to the Cover Page for TVG-I-E-AEG Holdings, LP. (2) See Note 2 to the Cover Page for TVG-I-E-AEG Holdings, LP.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Phoenix Education Partners, Inc. | |
| (b) | Address of issuer's principal executive offices:
4035 S. Riverpoint Parkway, Phoenix, Arizona 85040 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) TVG-I-E-AEG Holdings, LP; (ii) Vistria-AEG GP, LLC; (iii) Adnan A. Nisar | |
| (b) | Address or principal business office or, if none, residence:
300 E. Randolph Street Suite 3850 Chicago, IL 60601 | |
| (c) | Citizenship:
(i) TVG-I-E-AEG Holdings, LP: Delaware; (ii) Vistria-AEG GP, LLC: Delaware; (iii) Adnan A. Nisar: United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
718968100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) TVG-I-E-AEG Holdings, LP: 4,935,463; (ii) Vistria-AEG GP, LLC: 4,935,463; (iii) Adnan A. Nisar: 4,935,463 | |
| (b) | Percent of class:
(i) TVG-I-E-AEG Holdings, LP: 13.84%; (ii) Vistria-AEG GP, LLC: 13.84%; (iii) Adnan A. Nisar: 13.84% %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(i) TVG-I-E-AEG Holdings, LP: 0; (ii) Vistria-AEG GP, LLC: 0; (iii) Adnan A. Nisar: 0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) TVG-I-E-AEG Holdings, LP: 4,935,463; (ii) Vistria-AEG GP, LLC: 4,935,463; (iii) Adnan A. Nisar: 4,935,463 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) TVG-I-E-AEG Holdings, LP: 0; (ii) Vistria-AEG GP, LLC: 0; (iii) Adnan A. Nisar: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) TVG-I-E-AEG Holdings, LP: 4,935,463; (ii) Vistria-AEG GP, LLC: 4,935,463; (iii) Adnan A. Nisar: 4,935,463 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1. Joint Filing Agreement |