Phoenix Education Partners (PXED) holder reports 13.84% stake in filing

Rhea-AI Filing Summary

Phoenix Education Partners, Inc. received a large shareholder disclosure showing that investment entities affiliated with Vistria, including TVG-I-E-AEG Holdings, LP, beneficially own 4,935,463 shares of its common stock, representing 13.84% of the class as of the date referenced. The same 4,935,463 shares are attributed for reporting purposes to Vistria-AEG GP, LLC and to individual filer Adnan A. Nisar, with each reporting shared voting and shared dispositive power over the stake and no sole voting or dispositive power.

The reporting parties state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Phoenix Education Partners. The ownership percentage is based on 35,652,963 shares of common stock outstanding as reported in the company’s Form 10-K.

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

TVG-I-E-AEG Holdings, LP

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 4,935,463.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,935,463.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,935,463.00

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)

13.84 %

12

Type of Reporting Person (See Instructions)

HC, PN

Comment for Type of Reporting Person: (1) Reflects shares of Phoenix Education Partners, Inc. held directly by TVG-I-E-AEG Holdings, LP (the "Vistria Stockholder"). Vistria-AEG GP, LLC ("Vistria GP") is the general partner of the Vistria Stockholder and Adnan A. Nisar is the sole manager of Vistria GP. The Vistria Group, LP ("Vistria LP") is the sole member of Vistria GP. The Vistria Group, LLC is the general partner of Vistria LP and Harreld N. Kirkpatrick III and Martin H. Nesbitt are the sole members of The Vistria Group, LLC. Messrs. Kirkpatrick, Nesbitt and Nisar each may be deemed to have voting and dispositive control of the shares of the Issuer's common stock held by the Vistria Stockholder. Messrs. Kirkpatrick, Nesbitt and Nisar disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein, if any. (2) The denominator of the fraction upon which this percentage is calculated is based on 35,652,963 shares of common stock outstanding as reported on the Issuer's Form 10-K filed on November 20, 2025.

SCHEDULE 13G

CUSIP No. 718968100

1

Names of Reporting Persons

Vistria-AEG 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 4,935,463.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,935,463.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,935,463.00

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)

13.84 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: (1) See Note 1 to the Cover Page for TVG-I-E-AEG Holdings, LP. (2) See Note 2 to the Cover Page for TVG-I-E-AEG Holdings, LP.

SCHEDULE 13G

CUSIP No. 718968100

1

Names of Reporting Persons

Adnan A. Nisar

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,935,463.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,935,463.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,935,463.00

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)

13.84 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) See Note 1 to the Cover Page for TVG-I-E-AEG Holdings, LP. (2) See Note 2 to the Cover Page for TVG-I-E-AEG Holdings, LP.

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, Arizona 85040
Item 2.
(a)	Name of person filing: (i) TVG-I-E-AEG Holdings, LP; (ii) Vistria-AEG GP, LLC; (iii) Adnan A. Nisar
(b)	Address or principal business office or, if none, residence: 300 E. Randolph Street Suite 3850 Chicago, IL 60601
(c)	Citizenship: (i) TVG-I-E-AEG Holdings, LP: Delaware; (ii) Vistria-AEG GP, LLC: Delaware; (iii) Adnan A. Nisar: United States
(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: (i) TVG-I-E-AEG Holdings, LP: 4,935,463; (ii) Vistria-AEG GP, LLC: 4,935,463; (iii) Adnan A. Nisar: 4,935,463
(b)	Percent of class: (i) TVG-I-E-AEG Holdings, LP: 13.84%; (ii) Vistria-AEG GP, LLC: 13.84%; (iii) Adnan A. Nisar: 13.84%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) TVG-I-E-AEG Holdings, LP: 0; (ii) Vistria-AEG GP, LLC: 0; (iii) Adnan A. Nisar: 0
	(ii) Shared power to vote or to direct the vote: (i) TVG-I-E-AEG Holdings, LP: 4,935,463; (ii) Vistria-AEG GP, LLC: 4,935,463; (iii) Adnan A. Nisar: 4,935,463
	(iii) Sole power to dispose or to direct the disposition of: (i) TVG-I-E-AEG Holdings, LP: 0; (ii) Vistria-AEG GP, LLC: 0; (iii) Adnan A. Nisar: 0
	(iv) Shared power to dispose or to direct the disposition of: (i) TVG-I-E-AEG Holdings, LP: 4,935,463; (ii) Vistria-AEG GP, LLC: 4,935,463; (iii) Adnan A. Nisar: 4,935,463
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

TVG-I-E-AEG Holdings, LP

Signature:	/s/ Adnan A. Nisar
Name/Title:	Adnan A. Nisar/Sole Manager of Vistria-AEG GP, LLC, the general partner of TVG-I-E-AEG Holdings, LP
Date:	01/15/2026

Vistria-AEG GP, LLC

Signature:	/s/ Adnan A. Nisar
Name/Title:	Adnan A. Nisar/Sole Manager
Date:	01/15/2026

Adnan A. Nisar

Signature:	/s/ Adnan A. Nisar
Name/Title:	Adnan A. Nisar
Date:	01/15/2026

Exhibit Information

Exhibit 1. Joint Filing Agreement

FAQ

Who is the major shareholder disclosed in the Phoenix Education Partners (PXED) Schedule 13G?

The filing shows TVG-I-E-AEG Holdings, LP, along with Vistria-AEG GP, LLC and Adnan A. Nisar, as reporting persons with a significant beneficial ownership position in Phoenix Education Partners, Inc.

How many Phoenix Education Partners (PXED) shares are beneficially owned by the reporting group?

The reporting persons disclose beneficial ownership of 4,935,463 shares of Phoenix Education Partners, Inc. common stock, with shared voting and shared dispositive power over that entire amount.

What percentage of Phoenix Education Partners (PXED) does the reporting group own?

The Schedule 13G states that the 4,935,463 shares represent 13.84% of Phoenix Education Partners, Inc.’s outstanding common stock, based on 35,652,963 shares outstanding reported in the company’s Form 10-K.

Is the 13.84% Phoenix Education Partners (PXED) stake reported as passive or for control purposes?

The certification explains that the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of changing or influencing the control of Phoenix Education Partners, Inc.

Who has voting and dispositive power over the Phoenix Education Partners (PXED) shares?

The filing reports 0 shares with sole voting or dispositive power and 4,935,463 shares with shared voting and shared dispositive power for each of TVG-I-E-AEG Holdings, LP, Vistria-AEG GP, LLC, and Adnan A. Nisar.

How was the ownership percentage for Phoenix Education Partners (PXED) calculated in the Schedule 13G?

The 13.84% ownership figure is based on 35,652,963 shares of Phoenix Education Partners, Inc. common stock outstanding, as reported in the company’s Form 10-K filed on November 20, 2025.