Director at Phoenix Education (PXED) awarded 4,394 restricted stock units

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. director Jeffrey John Denham reported an equity award in the form of restricted stock units. He acquired 4,394 units of common stock on a grant or award basis at a stated price of $0.00 per share, bringing his holdings to 6,425 shares.

The units were granted under the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan and will vest on the earlier of the next annual stockholders’ meeting following the grant date or the first anniversary of the grant date, subject to his continued service on the board.

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
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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^*

Denham Jeffrey John

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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	02/20/2026		A		4,394	A	(1)	6,425	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 restricted stock units granted under the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan that will vest on the earlier of: (i) the date of the annual meeting of stockholders the year following the grant date or (ii) the first anniversary of the grant date, subject to the director's continued service on the board of directors through such vesting date.

	/s/ Blair Westblom, as attorney-in-fact for Jeffrey Denham	02/24/2026
	** 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.

FAQ

What insider transaction did Phoenix Education Partners (PXED) report on this Form 4?

Phoenix Education Partners reported an equity award to director Jeffrey John Denham. He received 4,394 restricted stock units of common stock, granted at a stated price of $0.00 per share, under the company’s 2025 Omnibus Incentive Plan as a board-related compensation grant.

How many Phoenix Education Partners (PXED) shares does the director hold after this grant?

After the reported grant, director Jeffrey John Denham holds 6,425 shares of Phoenix Education Partners common stock. This total reflects the additional 4,394 restricted stock units awarded on the grant date, as shown in the Form 4 non-derivative transaction table for his direct ownership.

What type of award did Phoenix Education Partners (PXED) grant to its director?

The company granted restricted stock units tied to its common stock to director Jeffrey John Denham. These units were issued under the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan as a non-cash equity incentive, rather than through an open‑market purchase transaction at a cash price.

When do the Phoenix Education Partners (PXED) restricted stock units vest for the director?

The restricted stock units vest on the earlier of two dates: the annual meeting of stockholders in the year following the grant or the first anniversary of the grant date. Vesting is conditioned on the director’s continued service on the board through that vesting date.

Was the Phoenix Education Partners (PXED) director’s Form 4 transaction a market buy or sell?

The Form 4 shows a grant or award acquisition, not a market buy or sell. Director Jeffrey John Denham received 4,394 restricted stock units at a stated price of $0.00 per share as compensation under the company’s 2025 Omnibus Incentive Plan, classified under transaction code “A.”