Phoenix Education (PXED) HR chief exercises 15,000 options with tax withholding

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 $11.04 exercise price. To cover tax obligations, 8,114 shares of common stock were withheld at a reference price of $29.96 per share.

After these transactions, Naumann directly held 50,936 shares of common stock and had 43,883 stock options remaining. A footnote explains the options, granted under The University of Phoenix, Inc. Management Equity Plan, were exercised because they were scheduled to expire, and that no shares were sold in connection with this transaction.

The footnote also states that Naumann remains subject to restrictions on transferring the company’s common stock until October 8, 2026, as previously disclosed in connection with the company’s initial public offering.

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

Mixed 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	--
Exercise	Common Stock, par value $0.01 per share	15,000	$11.04	$166K
Tax Withholding	Common Stock, par value $0.01 per share	8,114	$29.96	$243K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 43,883 shares (Direct, null); Common Stock, par value $0.01 per share — 50,936 shares (Direct, null)

Footnotes (1)

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Key Figures

Options exercised: 15,000 shares Exercise price: $11.04 per share Shares withheld for taxes: 8,114 shares +5 more

8 metrics

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

Exercise price $11.04 per share Exercise price for 15,000 employee stock options

Shares withheld for taxes 8,114 shares Tax-withholding disposition at $29.96 per share

Reference price for withholding $29.96 per share Price used for tax-withholding share calculation

Shares held after transaction 50,936 shares Direct common stock holdings following Form 4 transactions

Remaining stock options 43,883 options Stock options outstanding after the reported exercise

Transfer restriction end date October 8, 2026 Date when restrictions on transferring common stock expire

Option expiration date August 31, 2026 Expiration for the exercised employee stock options

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 listed as "Employee Stock Option (Right to Buy)" in the derivative transaction."

tax-withholding disposition financial

"Transaction action is described as "tax-withholding disposition" for 8,114 shares."

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

"Footnote references "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

"Footnote notes restrictions 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.

derivative exercise/conversion financial

"Transaction action for code M is labeled "derivative exercise/conversion"."

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^*

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)

FAQ

What insider transaction did PXED executive Cheryl Naumann report on May 1, 2026?

Cheryl M. Naumann reported exercising 15,000 employee stock options in Phoenix Education Partners common stock on May 1, 2026. These options were part of a management equity plan and were nearing expiration, prompting their exercise before transfer restrictions on her shares end.

How many Phoenix Education Partners (PXED) shares were withheld for taxes in this Form 4?

The filing shows 8,114 shares of Phoenix Education Partners common stock were withheld to cover tax obligations at a reference price of $29.96 per share. This tax-withholding disposition did not involve an open-market sale, according to the transaction code and accompanying footnote.

Did the PXED Form 4 disclose any open-market sale of shares by Cheryl Naumann?

The Form 4 explicitly states that no shares of Phoenix Education Partners common stock were sold by Cheryl Naumann in connection with this transaction. Shares were only withheld to satisfy tax obligations related to the stock option exercise, not sold into the market.

What are Cheryl Naumann’s PXED share and option holdings after the reported transactions?

After the reported transactions, Cheryl Naumann directly holds 50,936 shares of Phoenix Education Partners common stock. She also has 43,883 stock options remaining outstanding, reflecting a continued meaningful equity interest in the company following the option exercise and tax-withholding events.

Why were PXED stock options under the University Equity Plan exercised at this time?

A footnote explains the University Equity Plan stock options were exercised because they were scheduled to expire before certain transfer restrictions on the issuer’s common stock lapse. Those restrictions, previously disclosed around the initial public offering, remain in place until October 8, 2026.

What transfer restrictions apply to Cheryl Naumann’s Phoenix Education Partners shares?

The footnote states Cheryl Naumann 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 affect when she can freely transfer her shares.