Phoenix Education Partners (PXED) CFO clarifies IPO share and RSU awards

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. reported equity awards and related tax withholding for its CFO and Treasurer, Blair Westblom, in connection with the closing of the company’s initial public offering. On 10/09/2025, the executive received 46,875 shares of common stock, of which 19,618 shares were withheld by the company to cover tax obligations, leaving 27,257 shares directly held afterward. The executive was also granted 62,496 restricted stock units under the 2025 Omnibus Incentive Plan, resulting in 89,753 shares beneficially owned after the reported transactions. These RSUs vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in eight equal quarterly installments.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Westblom Blair Wilde

(Last) (First) (Middle)

C/O PHOENIX EDUCATION PARTNERS, INC.

4035 S. RIVERPOINT PARKWAY

(Street)

PHOENIX AZ 85040

(City) (State) (Zip)

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)
	CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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		46,875	A	(1)	46,875	D
Common Stock, par value $0.01 per share	10/09/2025		F		19,618	D	(2)	27,257	D
Common Stock, par value $0.01 per share	10/09/2025		A		62,496	A	(3)	89,753	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 (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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Consists of shares of the Issuer's common stock that were granted to the Reporting Person in connection with the closing of the Issuer's initial public offering (the "IPO").

2. Consists of shares of the Issuer's common stock that were withheld by the Issuer to satisfy tax obligations.

3. 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.

Remarks:

This Form 4/A is being filed to amend the original Form 4, filed on October 14, 2025, to reflect that 19,618 of the 46,875 shares of the Issuer's common stock received by the Reporting Person in connection with the closing of the IPO were withheld by the Issuer to satisfy tax obligations.

	/s/ Blair Westblom	12/11/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did PXED report for its CFO on this Form 4/A?

The filing shows that Blair Westblom, CFO and Treasurer of Phoenix Education Partners, Inc. (PXED), received equity awards in connection with the closing of the company’s initial public offering and had a portion of those shares withheld to satisfy tax obligations.

How many PXED shares were granted to the CFO at IPO closing?

The CFO was granted 46,875 shares of Phoenix Education Partners common stock in connection with the IPO closing, before any shares were withheld for taxes.

How many PXED shares were withheld for taxes from the CFO’s IPO grant?

The company withheld 19,618 shares of common stock from the CFO’s IPO grant to satisfy tax obligations, as clarified in this amended filing.

How many PXED shares does the CFO beneficially own after the reported transactions?

After the reported transactions, the filing states that the CFO beneficially owns 89,753 shares of Phoenix Education Partners common stock.

What RSU award did PXED grant to the CFO and how does it vest?

The CFO received 62,496 restricted stock units under the 2025 Omnibus Incentive Plan. According to the filing, one-third vests on the first anniversary of the grant date, and the remaining two-thirds vest in eight equal quarterly installments over the following two years.

Why was this PXED Form 4/A filed as an amendment?

The amendment clarifies that 19,618 of the 46,875 shares received in connection with the IPO closing were withheld by the company to satisfy tax obligations.