Apollo entities (PXED) disclose 69.1% control stake in Phoenix Education Partners

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. is reported to be majority owned by a group of Apollo-affiliated entities led by AP VIII Socrates Holdings, L.P. They report beneficial ownership of 24,901,319 shares of common stock, representing 69.1% of the outstanding class, based on 36,047,376 shares outstanding as of July 7, 2026.

All reporting entities list no sole voting or dispositive power and instead report shared voting and shared dispositive power over 24,901,319 shares. The filing explains the control chain among the Apollo entities and includes standard disclaimers that several parties and certain directors of Apollo Principal Holdings A GP, Ltd. disclaim beneficial ownership of the reported shares.

Key Figures

Shares beneficially owned: 24,901,319 shares Percent of class owned: 69.1% Shares outstanding: 36,047,376 shares +4 more

7 metrics

Shares beneficially owned 24,901,319 shares Common stock of Phoenix Education Partners reported by each Apollo-affiliated reporting person

Percent of class owned 69.1% Ownership percentage of Phoenix Education Partners common stock reported by each reporting person

Shares outstanding 36,047,376 shares Phoenix Education Partners common stock outstanding as of July 7, 2026, from Form 10-Q

Sole voting power 0 shares Each reporting person lists no sole power to vote or direct the vote

Shared voting power 24,901,319 shares Each reporting person lists shared power to vote or direct the vote

Sole dispositive power 0 shares Each reporting person lists no sole power to dispose or direct the disposition

Shared dispositive power 24,901,319 shares Each reporting person lists shared power to dispose or direct the disposition

Key Terms

beneficial ownership, shared voting power, shared dispositive power, percent of class, +2 more

6 terms

beneficial ownership financial

"Each disclaim beneficial ownership of all shares of Common Stock included"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"Shared Voting Power 24,901,319.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 24,901,319.00"

percent of class financial

"Percent of class: Principal A GP 69.1%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

limited partnership financial

"Socrates LP and Advisors VIII are each Delaware limited partnerships"

A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.

limited liability company financial

"Socrates GP and Capital Management VIII are each Delaware limited liability companies"

A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.

FAQ

What ownership stake in PXED does the Apollo group report in this Schedule 13G/A?

The Apollo-affiliated reporting persons report beneficial ownership of 24,901,319 PXED shares, representing 69.1% of the outstanding common stock based on 36,047,376 shares outstanding as of July 7, 2026.

Which entities are the reporting persons in the PXED (PXED) Schedule 13G/A?

The reporting persons are AP VIII Socrates Holdings, L.P., its general partner AP VIII Socrates Holdings GP, LLC, Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, APH Holdings, L.P., and Apollo Principal Holdings A GP, Ltd., all part of an Apollo-affiliated ownership chain.

How many Phoenix Education Partners (PXED) shares are outstanding for the ownership calculation?

The 69.1% ownership figure is based on 36,047,376 PXED common shares outstanding as of July 7, 2026, as reported in the company’s Form 10-Q filed on July 14, 2026.

Do the Apollo reporting persons have sole or shared voting power over PXED shares?

Each reporting person reports 0 shares with sole voting power and 24,901,319 shares with shared voting power, mirroring their shared dispositive power over the same number of Phoenix Education Partners shares.

What dispositive power over PXED (PXED) shares do the Apollo entities report?

Each reporting person reports 0 shares with sole dispositive power and 24,901,319 shares with shared dispositive power, matching their shared voting power and reflecting coordinated control over those shares.

Do Apollo-related individuals claim beneficial ownership of PXED shares in this filing?

The filing states that Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings, Principal A GP, and certain directors each disclaim beneficial ownership of the PXED common shares reported, despite being part of the ownership structure.

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Available on EDGAR 08/10/2026 - 09:52 PM Accepted by SEC EDGAR 08/10/2026 - 09:51 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Phoenix Education Partners, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

718968100

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 718968100

1

Names of Reporting Persons

Apollo Principal Holdings A GP, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,901,319.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,901,319.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,901,319.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

69.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 718968100

1

Names of Reporting Persons

AP VIII Socrates Holdings, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,901,319.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,901,319.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,901,319.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

69.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 718968100

1

Names of Reporting Persons

AP VIII Socrates Holdings GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,901,319.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,901,319.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,901,319.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

69.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 718968100

1

Names of Reporting Persons

Apollo Advisors VIII, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,901,319.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,901,319.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,901,319.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

69.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 718968100

1

Names of Reporting Persons

Apollo Capital Management VIII, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,901,319.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,901,319.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,901,319.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

69.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 718968100

1

Names of Reporting Persons

APH Holdings, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,901,319.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,901,319.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,901,319.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

69.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Phoenix Education Partners, Inc.
(b)	Address of issuer's principal executive offices: 4035 S. Riverpoint Parkway Phoenix, AZ, 85040
Item 2.
(a)	Name of person filing: This statement is filed by: (i) AP VIII Socrates Holdings, L.P. ("Socrates LP"); (ii) AP VIII Socrates Holdings GP, LLC ("Socrates GP"); (iii) Apollo Advisors VIII, L.P. ("Advisors VIII"); (iv) Apollo Capital Management VIII, LLC ("Capital Management VIII"); (v) APH Holdings, L.P. ("APH Holdings"); and (vi) Apollo Principal Holdings A GP, Ltd. ("Principal A GP"). The foregoing are collectively referred to herein as the "Reporting Persons." Socrates LP is the holder of record of the securities of the Issuer. Socrates GP is the general partner of Socrates LP. Advisors VIII is the general partner of the members of Socrates GP. Capital Management VIII is the general partner of Advisors VIII, and APH Holdings is the sole member and manager of Capital Management VIII. Principal A GP is the general partner of APH Holdings.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 9 W. 57th Street, 41st Floor, New York, New York 10019.
(c)	Citizenship: Socrates LP and Advisors VIII are each Delaware limited partnerships. Socrates GP and Capital Management VIII are each Delaware limited liability companies. APH Holdings is a Cayman Islands limited partnership. Principal Holdings A GP is a Cayman Islands exempted general partnership.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 718968100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Principal A GP 24,901,319 Socrates LP 24,901,319 Socrates GP 24,901,319 Advisors VIII 24,901,319 Capital Management VIII 24,901,319 APH Holdings 24,901,319 Each of Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings, Principal A GP, and Messrs. Scott Kleinman, Marc Rowan and James Zelter, the directors of Principal A GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)	Percent of class: Principal A GP 69.1% Socrates LP 69.1% Socrates GP 69.1% Advisors VIII 69.1% Capital Management VIII 69.1% APH Holdings 69.1% The percentage amounts are based on 36,047,376 shares of Common Stock outstanding as of July 7, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed on July 14, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0 for all Reporting Persons
	(ii) Shared power to vote or to direct the vote: Principal A GP 24,901,319 Socrates LP 24,901,319 Socrates GP 24,901,319 Advisors VIII 24,901,319 Capital Management VIII 24,901,319 APH Holdings 24,901,319
	(iii) Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons
	(iv) Shared power to dispose or to direct the disposition of: Principal A GP 24,901,319 Socrates LP 24,901,319 Socrates GP 24,901,319 Advisors VIII 24,901,319 Capital Management VIII 24,901,319 APH Holdings 24,901,319
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apollo Principal Holdings A GP, Ltd.

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	08/10/2026

AP VIII Socrates Holdings, L.P.

Signature:	AP VIII Socrates Holdings GP, LLC
Name/Title:	General Partner
Date:	08/10/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	08/10/2026

AP VIII Socrates Holdings GP, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	08/10/2026

Apollo Advisors VIII, L.P.

Signature:	Apollo Capital Management VIII, LLC
Name/Title:	General Partner
Date:	08/10/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	08/10/2026

Apollo Capital Management VIII, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	08/10/2026

APH Holdings, L.P.

Signature:	Apollo Principal Holdings A GP, Ltd.
Name/Title:	General Partner
Date:	08/10/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	08/10/2026