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Phoenix Education (PXED) CEO exercises options, withholds 45K shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. (PXED) reported that Chief Executive Officer and director Lynne Christopher Mark exercised employee stock options for 75,260 shares of common stock at an exercise price of $11.04 per share. These options, granted under The University of Phoenix, Inc. Management Equity Plan, were fully exercised, leaving 0 options from this grant outstanding. In connection with the exercise, 45,249 shares of common stock were delivered or withheld at $28.74 per share to pay the exercise price or related tax liability. The company notes that Mark remains subject to previously disclosed transfer restrictions on PXED common stock until October 8, 2026, and no shares were sold by her in connection with this transaction.

Positive

  • None.

Negative

  • None.
Insider Lynne Christopher Mark
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) F1 75,260 -- --
Exercise Common Stock, par value $0.01 per share 75,260 $11.04 $831K
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 45,249 $28.74 $1.30M
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock, par value $0.01 per share — 206,389 shares (Direct)
Footnotes (1)
  1. F1. 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.
Options exercised 75,260 shares Employee stock options exercised into common stock on 2026-08-25
Option exercise price $11.04 per share Exercise price of employee stock options converted into common stock
Common shares acquired 75,260 shares Common stock received upon option exercise on 2026-08-25
Shares delivered/withheld for exercise price or tax liability 45,249 shares Code F transaction at $28.74 per share in connection with the exercise
Code F price $28.74 per share Price used for shares delivered or withheld for exercise price or tax liability
Option expiration date 2026-08-31 Scheduled expiration date of the exercised employee stock options
Transfer restriction end date 2026-10-08 Date when restrictions on transfer of the CEO’s PXED common stock expire
Options remaining after exercise 0 options Total shares following transaction for this derivative security
Employee Stock Option financial
"The stock options granted under The University of Phoenix, Inc. Management Equity Plan"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
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.
Payment of exercise price or tax liability by delivering or withholding securities financial
"transaction_code_description": "Payment of exercise price or tax liability"
initial public offering financial
"previously disclosed in connection with the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
restrictions on transfer financial
"such restrictions, which will expire on October 8, 2026"

FAQ

What did PXED CEO Lynne Christopher Mark report in this Form 4?

She exercised 75,260 employee stock options for Phoenix Education Partners, Inc. common stock at an exercise price of $11.04 per share and received the same number of common shares, with related shares delivered or withheld to cover the exercise price or tax liability.

How many PXED stock options did the CEO exercise and at what price?

Lynne Christopher Mark exercised 75,260 stock options for Phoenix Education Partners, Inc. common stock at an exercise price of $11.04 per share, converting them into an equal number of common shares and reducing this option position to zero.

Were any PXED shares sold by the CEO in this Form 4 transaction?

No. The filing states that no shares of PXED common stock were sold by the reporting person. Shares were delivered or withheld solely for payment of the exercise price or tax liability related to the option exercise.

How many PXED shares were withheld or delivered to cover exercise price or taxes?

In connection with the option exercise, 45,249 shares of Phoenix Education Partners, Inc. common stock were reported under code F, meaning they were delivered or withheld at $28.74 per share to pay the exercise price or tax liability.

Why did the PXED CEO exercise these options at this time?

The footnote explains the options were exercised because they were scheduled to expire before certain restrictions on transfer of PXED common stock held by the CEO expire on October 8, 2026, as previously disclosed in connection with the company’s initial public offering.

What is the status of the CEO’s option grant after this PXED transaction?

After exercising 75,260 options, the filing shows 0 options remaining from this particular grant, indicating the entire reported option position under that award was exercised on August 25, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Lynne Christopher Mark

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share08/25/2026M75,260A$11.04251,638D
Common Stock, par value $0.01 per share08/25/2026F45,249D$28.74206,389D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$11.0408/25/2026M(1)75,26010/09/202508/31/2026Common Stock75,260(1)(1)0D
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 Christopher Lynne08/27/2026
** Signature of Reporting PersonDate
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)