Phoenix Education CHRO exercises 15,000 stock options

Phoenix Education Partners, Inc. Chief Human Resources Officer Cheryl M. Naumann exercised 15,000 employee stock options on May 1, 2026 at a strike price of $11.04 per share, receiving common stock.

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. Chief Human Resources Officer Cheryl M. Naumann exercised 15,000 employee stock options on May 1, 2026 at a strike price of $11.04 per share, receiving common stock. To cover exercise price or tax liabilities, 8,114 shares were delivered to the issuer at $29.96 per share. A footnote states no shares were sold in the market and that transfer restrictions on her common stock remain in place until October 8, 2026. After these transactions, she directly holds 42,822 shares of common stock.

Insights

Insider transactions analyst

Routine option exercise with tax withholding; no open-market sale.

Cheryl M. Naumann, Chief Human Resources Officer of Phoenix Education Partners, exercised 15,000 stock options at $11.04 per share. This converts a derivative compensation award into common stock, a common step as options approach expiration.

To satisfy tax obligations, 8,114 shares were withheld at $29.96 per share, but a footnote clarifies that no shares were sold on the market. Following the transactions, she directly holds 50,936 shares and has 43,883 remaining options, indicating she retains a substantial equity stake.

The footnote notes the options were exercised because they were scheduled to expire before transfer restrictions end on October 8, 2026. This timing and the absence of sales suggest a largely administrative, compensation-related event rather than a change in sentiment.

Insider Trade Summary

15,000 shares exercised/converted

Exercise 3 txns

Insider Naumann Cheryl M.

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	15,000	$0.00	$0.00
Exercise	Common Stock, par value $0.01 per share	15,000	$11.04	$166K
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	8,114	$29.96	$243K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 43,883 contracts (Direct); Common Stock, par value $0.01 per share — 42,822 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.

Key Figures

Options exercised: 15,000 shares Option exercise price: $11.04 per share Tax-related share disposition: 8,114 shares +3 more

6 metrics

Options exercised 15,000 shares Employee stock options exercised on May 1, 2026 at $11.04 per share

Option exercise price $11.04 per share Strike price of employee stock options converted into common stock

Tax-related share disposition 8,114 shares Common shares delivered to issuer at $29.96 per share for tax or exercise obligations

Tax withholding share price $29.96 per share Per-share value used for shares delivered to issuer to cover liabilities

Post-transaction common stock holding 42,822 shares Direct ownership of common stock after the May 1, 2026 transactions

Transfer restrictions expiration October 8, 2026 Date when restrictions on transfer of the reporting person’s common stock will expire

Key Terms

Employee Stock Option (Right to Buy), tax-withholding disposition, Management Equity Plan, initial public offering, +1 more

5 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.

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.

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 regulatory

"expiration of certain restrictions on transfer of the Issuer's common stock"

FAQ

What insider transaction did PXED’s Cheryl M. Naumann report?

Cheryl Naumann exercised 15,000 employee stock options on May 1, 2026 at a strike price of $11.04 per share, converting them into common stock. A related entry shows 8,114 shares delivered back to the issuer to satisfy tax or exercise obligations.

How many PXED shares did the CHRO receive through the option exercise, and at what price?

Naumann exercised options covering 15,000 shares of common stock at a strike price of $11.04 per share. These options were granted under a Management Equity Plan and were exercised before their scheduled expiration date to avoid losing them.

How many PXED shares were used to cover taxes or exercise costs in this Form 4?

The filing reports a tax-withholding disposition of 8,114 shares of common stock at $29.96 per share. These shares were delivered to the issuer to pay the exercise price or related tax liabilities, rather than being sold in the open market.

What is Cheryl Naumann’s PXED common stock holding after the May 1, 2026 transactions?

After the reported transactions, Naumann directly holds 42,822 shares of common stock. This post-transaction balance reflects the shares acquired through option exercise, net of the shares delivered to the issuer for tax or exercise obligations.

Are Cheryl Naumann’s PXED shares subject to transfer restrictions, and when do they expire?

Yes. A footnote states her PXED common stock remains under restrictions on transfer tied to the company’s IPO, which will expire on October 8, 2026. She exercised options ahead of their expiry while those transfer restrictions are still in effect.

Were Naumann’s PXED transactions reported as part of a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnote does not describe a trading plan. The transactions are disclosed as an option exercise and related share delivery for tax or exercise obligations, without plan-related language.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/05/2026 - 05:07 PM Learn about SEC filing dates

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^*

Naumann Cheryl M.

(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 Human Resources Officer

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		15,000	A	$11.04	50,936	D
Common Stock, par value $0.01 per share	05/01/2026		F		8,114	D	$29.96	42,822	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)			15,000	10/09/2025	08/31/2026	Common Stock	15,000(1)	(1)	43,883	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 Cheryl Naumann	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)