[SCHEDULE 13G/A] Phoenix Education Partners, Inc. Amended Passive Investment Disclosure
Apollo group reports 69.5% stake in Phoenix Education
Phoenix Education Partners, Inc. Schedule 13G/A: This amendment reports that affiliated Apollo entities together hold 24,901,319 shares of Common Stock, representing 69.5% of the class based on 35,810,977 shares outstanding as of 03/31/2026.
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Phoenix Education Partners, Inc. Schedule 13G/A: This amendment reports that affiliated Apollo entities together hold 24,901,319 shares of Common Stock, representing 69.5% of the class based on 35,810,977 shares outstanding as of 03/31/2026. The filing identifies the reporting persons and their shared voting and dispositive power over the disclosed shares.
The statement clarifies record ownership, organizational relationships among the reporting entities, and includes the reporting persons' disclaimers of beneficial ownership. Signatures for the filing were provided by James Elworth on behalf of the reporting persons.
Insights
Large concentrated stake disclosed by Apollo-affiliated holders.
The amendment lists a combined position of 24,901,319 shares, equal to 69.5% of the outstanding common stock as of 03/31/2026. The filing maps the chain of entities (GPs, LPs, and managers) that share voting and dispositive authority.
Key dependencies include the reported 35,810,977 outstanding-share base and the multiple-layered ownership structure; subsequent filings could detail changes in voting arrangements or dispositions.
Key Figures
Shares beneficially owned:24,901,319 sharesPercent of class:69.5%Shares outstanding:35,810,977 shares+1 more
"Amount beneficially owned: Principal A GP 24,901,319"
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 dispositive powerregulatory
"Shared Dispositive Power 24,901,319.00"
Schedule 13G/Aregulatory
"This amendment reports that affiliated Apollo entities together hold"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Apollo-affiliated group hold in PXED?
They report beneficial ownership of 24,901,319 shares, which equals 69.5% of common stock. This percentage is calculated using 35,810,977 shares outstanding as of 03/31/2026 per the issuer's Form 10-Q.
Who are the specific reporting persons on the Schedule 13G/A for PXED?
The filing lists six reporting persons: AP VIII Socrates Holdings, L.P.; 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. Their principal address is provided.
How is voting and dispositive power allocated among the reporting entities?
Each listed reporting person reports 0 sole voting or dispositive power and 24,901,319 shared voting and dispositive power. The filing shows these powers are shared across the Apollo-affiliated entities rather than held solely by any single listed person.
Does the filing assert who is the beneficial owner of the shares?
The filing includes disclaimers stating that Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings, Principal A GP and certain directors disclaim beneficial ownership of the reported shares for purposes of Section 13(d)/13(g).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Phoenix Education Partners, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
718968100
(CUSIP Number)
03/31/2026
(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)
69.5 %
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)
69.5 %
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)
69.5 %
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)
69.5 %
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)
69.5 %
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)
69.5 %
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 Socrates LP, Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings and Principal A GP 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
Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings, Principal A GP, and Messrs. Marc Rowan, James Zelter and Scott Kleinman, 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 69.5%
Socrates LP 69.5%
Socrates GP 69.5%
Advisors VIII 69.5%
Capital Management VIII 69.5%
APH Holdings 69.5%
The percentage amounts are based on 35,810,977 shares of Common Stock outstanding as of March 31, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed on April 7, 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.
