Sec Form 4 Filing - Woods John Terrence @ Phoenix Education Partners, Inc. - 2025-10-09

Insider filing report for Changes in Beneficial Ownership
"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
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Woods John Terrence
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 Academic Off. & Provost
(Last) (First) (Middle)
C/O PHOENIX EDUCATION PARTNERS, INC., 4035 S. RIVERPOINT PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2025
(Street)
PHOENIX, AZ85040
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,500 A 3,500 D
Common Stock, par value $0.01 per share 10/09/2025 A 39,060 A 42,560 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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) $ 11.04 10/09/2025 A 60,052 10/09/2025 08/31/2026 Common Stock 60,052 ( 3 ) ( 3 ) 60,052 D
Employee Stock Option (Right to Buy) $ 3.79 10/09/2025 A 107,872 10/09/2025 01/22/2028 Common Stock 107,872 ( 3 ) ( 3 ) 107,872 D
Employee Stock Option (Right to Buy) $ 5.23 10/09/2025 A 7,704 10/09/2025 02/06/2029 Common Stock 7,704 ( 3 ) ( 3 ) 7,704 D
Employee Stock Option (Right to Buy) $ 10.61 10/09/2025 A 61,602 10/09/2025 02/17/2033 Common Stock 61,602 ( 3 ) ( 3 ) 61,602 D
Employee Stock Option (Right to Buy) $ 10.61 10/09/2025 A 61,602 ( 4 ) 08/31/2030 Common Stock 61,602 ( 4 ) ( 4 ) 61,602 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Woods John Terrence
C/O PHOENIX EDUCATION PARTNERS, INC.
4035 S. RIVERPOINT PARKWAY
PHOENIX, AZ85040
Chief Academic Off. & Provost
Signatures
/s/ Blair Westblom, as attorney-in-fact for John Woods 10/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 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) 6,858 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) 54,744 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.

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.