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Phoenix Education (PXED) executive exercises options, withholds shares for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. (PXED) reported that Chief Human Resources Officer Cheryl M. Naumann exercised employee stock options and related share withholdings on August 26, 2026. She exercised 43,883 stock options at an exercise price of $11.04 per share, receiving an equal number of common shares. Of these, 25,502 common shares were delivered or withheld to pay the option exercise price or associated tax liability. The options were granted under The University of Phoenix, Inc. Management Equity Plan and were exercised because they were scheduled to expire before existing transfer restrictions on her PXED common stock lapse on October 8, 2026; no common shares were sold in connection with these transactions, and she remains subject to those transfer restrictions.

Positive

  • None.

Negative

  • None.
Insider Naumann Cheryl M.
Role Chief Human Resources Officer
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) F1 43,883 -- --
Exercise Common Stock, par value $0.01 per share 43,883 $11.04 $484K
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 25,502 $28.80 $734K
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock, par value $0.01 per share — 61,203 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 43,883 shares Employee Stock Option (Right to Buy) exercised on August 26, 2026
Option exercise price $11.04 per share Exercise price for 43,883 stock options
Common shares acquired from exercise 43,883 shares Common Stock received on derivative exercise August 26, 2026
Shares delivered/withheld for exercise price or tax 25,502 shares Code F transaction on August 26, 2026
Code F transaction price $28.80 per share Price associated with 25,502-share exercise-price-or-tax-liability disposition
Transfer restrictions end date October 8, 2026 Date when restrictions on transfer of Reporting Person’s PXED common stock expire
Options remaining after transaction 0 Total shares following derivative transaction for the option position
Employee Stock Option (Right to Buy) financial
"Security title is listed as Employee Stock Option (Right to Buy)"
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 financial
"subject to such restrictions, which will expire on October 8, 2026"
Payment of exercise price or tax liability by delivering or withholding securities financial
"transaction code F description indicates payment of exercise price or tax liability"

FAQ

What insider transaction did PXED executive Cheryl M. Naumann report on this Form 4?

She exercised 43,883 stock options on August 26, 2026 at an exercise price of $11.04 per share, receiving 43,883 shares of common stock. In a related transaction, 25,502 common shares were delivered or withheld to pay the option exercise price or associated tax liability.

Were any Phoenix Education Partners (PXED) shares sold on the open market in this Form 4?

No. A footnote states that no shares of PXED common stock were sold by Cheryl M. Naumann in connection with these transactions. Shares disposed in the Form 4 were delivered or withheld to pay the option exercise price or related tax obligations.

What were the key share amounts and prices in the PXED Form 4 for Cheryl M. Naumann?

She exercised 43,883 options into 43,883 common shares at an exercise price of $11.04 per share. Separately, 25,502 common shares were disposed at a reported price of $28.80 per share to pay the option exercise price or tax liability.

Why did Cheryl M. Naumann exercise Phoenix Education Partners (PXED) options at this time?

According to the footnote, the options were exercised because they were scheduled to expire before existing restrictions on transfer of her PXED common stock end. These transfer restrictions are scheduled to expire on October 8, 2026.

What plan governed the options exercised in this PXED Form 4 filing?

The stock options were granted under The University of Phoenix, Inc. Management Equity Plan, described as the University Equity Plan. The Form 4 notes that these options were exercised before their scheduled expiration under that plan.

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Human Resources Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026
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 share08/26/2026M43,883A$11.0486,705D
Common Stock, par value $0.01 per share08/26/2026F25,502D$28.861,203D
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)$11.0408/26/2026M(1)43,88310/09/202508/31/2026Common Stock43,883(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 Cheryl Naumann08/27/2026
** 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)