Phoenix Education Partners (PXED) officer exercises options, covers taxes with shares

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. Chief Academic Officer and Provost John Terrence Woods exercised employee stock options and covered related taxes using shares. On May 1, 2026, he exercised options for 60,052 shares of common stock at $11.04 per share.

To satisfy tax obligations, 34,296 shares of common stock were withheld at a reference price of $29.96 per share, classified as a tax-withholding disposition rather than an open-market sale. After these transactions, Woods directly held 68,316 shares, and the exercised option grant was fully used. A footnote states that no shares were sold and that transfer restrictions on his common stock continue until October 8, 2026.

Insider Trade Summary

60,052 shares exercised/converted

Mixed 3 txns

Insider Woods John Terrence

Role Chief Academic Off. & Provost

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	60,052	$0.00	--
Exercise	Common Stock, par value $0.01 per share	60,052	$11.04	$663K
Tax Withholding	Common Stock, par value $0.01 per share	34,296	$29.96	$1.03M

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock, par value $0.01 per share — 102,612 shares (Direct, null)

Footnotes (1)

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Key Figures

Options exercised: 60,052 shares Option exercise price: $11.04 per share Shares withheld for taxes: 34,296 shares +2 more

5 metrics

Options exercised 60,052 shares Employee stock options exercised on May 1, 2026 at $11.04

Option exercise price $11.04 per share Exercise price for 60,052 underlying common shares

Shares withheld for taxes 34,296 shares Tax-withholding disposition at $29.96 reference price

Post-transaction holdings 68,316 shares Common stock directly held after transactions

Transfer restriction end date October 8, 2026 Lock-up style restriction on common stock transfers

Key Terms

Employee Stock Option (Right to Buy), tax-withholding disposition, derivative exercise/conversion, Management Equity Plan

4 terms

Employee Stock Option (Right to Buy) financial

"security_title: "Employee Stock Option (Right to Buy)""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

Management Equity Plan financial

"granted under The University of Phoenix, Inc. Management Equity Plan"

A management equity plan is a company program that gives senior leaders and executives ownership stakes—such as stock or options—as part of their pay. It aligns managers’ financial incentives with shareholders by making part of their reward depend on the company’s stock performance, like tying a captain’s bonus to the ship’s successful voyage. Investors watch these plans because they affect dilution, executive motivation, and long-term company value.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Woods John Terrence

(Last) (First) (Middle)

C/O PHOENIX EDUCATION PARTNERS, INC.

4035 S. RIVERPOINT PARKWAY

(Street)

PHOENIX ARIZONA 85040

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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	05/01/2026		M		60,052	A	$11.04	102,612	D
Common Stock, par value $0.01 per share	05/01/2026		F		34,296	D	$29.96	68,316	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
Employee Stock Option (Right to Buy)	$11.04	05/01/2026		M(1)			60,052	10/09/2025	08/31/2026	Common Stock	60,052(1)	(1)	0	D

Explanation of Responses:

1. The stock options granted under The University of Phoenix, Inc. Management Equity Plan (the "University Equity Plan") were exercised by the Reporting Person because such stock options were scheduled to expire prior to the expiration of certain restrictions on transfer of the Issuer's common stock by the Reporting Person, as previously disclosed in connection with the Issuer's initial public offering. The Reporting Person remains subject to such restrictions, which will expire on October 8, 2026. No shares of the Issuer's common stock were sold by the Reporting Person in connection with this transaction.

	/s/ Blair Westblom, as attorney-in-fact for John Woods	05/05/2026
	** 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).
** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did PXED executive John Terrence Woods report?

John Terrence Woods reported exercising employee stock options for 60,052 shares of Phoenix Education Partners common stock. The transaction occurred on May 1, 2026 and reflects the conversion of options into directly held common shares as part of his compensation.

How many PXED shares were withheld for taxes in Woods’ Form 4?

The Form 4 shows 34,296 shares of Phoenix Education Partners common stock were withheld in a tax-withholding disposition. This covered Woods’ tax obligations tied to the option exercise, using shares instead of cash, at a reference price of $29.96 per share.

Did John Terrence Woods sell Phoenix Education Partners (PXED) shares in this filing?

The filing and footnote state that no shares were sold by John Terrence Woods. The only disposition was a tax-withholding transaction, where shares were delivered to cover tax liabilities related to his stock option exercise, not an open-market sale.

What is John Terrence Woods’ PXED shareholding after these transactions?

After the reported transactions, Woods directly held 68,316 shares of Phoenix Education Partners common stock. This figure reflects his position following the stock option exercise and the related tax-withholding share disposition recorded in the Form 4 filing.

What were the key terms of the stock options Woods exercised at PXED?

Woods exercised employee stock options on May 1, 2026 for 60,052 underlying shares of Phoenix Education Partners common stock. The options carried an exercise price of $11.04 per share and were granted under The University of Phoenix, Inc. Management Equity Plan.

How long do transfer restrictions on Woods’ PXED shares remain in place?

According to the footnote, Woods remains subject to restrictions on transferring Phoenix Education Partners common stock until October 8, 2026. These restrictions were previously disclosed in connection with the company’s initial public offering and continue despite the option exercise.