Apollo entities hold 69.6% of Phoenix Education Partners (PXED) stock

Rhea-AI Filing Summary

Apollo-affiliated entities report a major ownership stake in Phoenix Education Partners, Inc. They collectively report beneficial ownership of 24,901,319 shares of common stock, representing 69.6% of the company’s outstanding shares.

The shares relate to multiple Apollo entities, including AP VIII Socrates Holdings, L.P., its general partners and parent entities. AP VIII Socrates Holdings, L.P. is the holder of record. The 69.6% figure is based on 35,759,730 shares of common stock outstanding as of January 6, 2026. All reporting persons show zero sole voting or dispositive power and the same 24,901,319 shares with shared voting and dispositive power, and several entities and individuals expressly disclaim beneficial ownership in this disclosure.

Insights

Equity ownership & governance analyst

Apollo entities disclose a 69.6% stake in Phoenix Education.

The filing shows several Apollo-affiliated entities collectively reporting beneficial ownership of 24,901,319 Phoenix Education Partners common shares, equal to 69.6% of the class. AP VIII Socrates Holdings, L.P. is the holder of record, with related general partners and parent entities reporting through the ownership chain.

All reporting persons have shared, but no sole, voting and dispositive power over these shares, indicating coordinated control at the group level. The percentage is calculated using 35,759,730 shares outstanding as of January 6, 2026, as referenced from a Form 10-Q.

Several entities, and three named directors of Apollo Principal Holdings A GP, Ltd., disclaim beneficial ownership of the common stock in this statement. This maintains technical compliance with Section 13(d)/(g) reporting while clarifying how responsibility and economic interests may be allocated within the Apollo structure.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Phoenix Education Partners, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

718968100

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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)

69.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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)

69.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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)

69.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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)

69.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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)

69.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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)

69.6 %

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 Each of 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 69.6% Socrates LP 69.6% Socrates GP 69.6% Advisors VIII 69.6% Capital Management VIII 69.6% APH Holdings 69.6% The percentage amounts are based on 35,759,730 shares of Common Stock outstanding as of January 6, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed on January 13, 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:	02/13/2026

AP VIII Socrates Holdings, L.P.

Signature:	AP VIII Socrates Holdings GP, LLC
Name/Title:	General Partner
Date:	02/13/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	02/13/2026

AP VIII Socrates Holdings GP, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	02/13/2026

Apollo Advisors VIII, L.P.

Signature:	Apollo Capital Management VIII, LLC
Name/Title:	General Partner
Date:	02/13/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	02/13/2026

Apollo Capital Management VIII, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	02/13/2026

APH Holdings, L.P.

Signature:	Apollo Principal Holdings A GP, Ltd.
Name/Title:	General Partner
Date:	02/13/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth, Vice President
Date:	02/13/2026

Exhibit Information

Joint Filing Agreement

FAQ

What ownership stake in Phoenix Education Partners (PXED) do Apollo entities report?

The Apollo-affiliated reporting persons disclose beneficial ownership of 24,901,319 Phoenix Education Partners common shares, representing 69.6% of the outstanding class. This percentage is calculated using 35,759,730 shares outstanding as of January 6, 2026, as referenced from the company’s Form 10-Q.

Which Apollo entity is the holder of record of Phoenix Education Partners (PXED) shares?

The filing states that AP VIII Socrates Holdings, L.P. is the holder of record of the Phoenix Education Partners common stock. Other Apollo entities are general partners or parent entities in the ownership chain and report beneficial ownership through their relationships with Socrates LP.

How much of Phoenix Education Partners’ (PXED) stock was outstanding for the 69.6% calculation?

The reported 69.6% ownership is based on 35,759,730 shares of Phoenix Education Partners common stock outstanding as of January 6, 2026. That outstanding share figure comes from the issuer’s Form 10-Q filed on January 13, 2026, and is used to compute the ownership percentage.

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

The disclosure shows zero sole voting and dispositive power for all reporting persons and 24,901,319 shares with shared voting and shared dispositive power. This indicates that decisions about voting and disposing of the shares are made collectively rather than by any single Apollo entity acting alone.

Which Apollo entities are included as reporting persons for Phoenix Education Partners (PXED)?

The statement 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., all collectively referred to as the Reporting Persons.

Do any Apollo entities or individuals disclaim beneficial ownership of PXED shares?

Yes. The filing states that Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings, Principal A GP, and Messrs. Marc Rowan, James Zelter and Scott Kleinman each disclaim beneficial ownership of all reported shares. The statement clarifies that the filing does not admit beneficial ownership for these parties.