Form 4: Apollo Affiliate Reduces Phoenix Education Stake

AP VIII Socrates Holdings, L.P., a 10% owner and director of Phoenix Education Partners, Inc., sold 3,546,985 shares of common stock in a public offering at $32.00 per share.

Summary

• AP VIII Socrates Holdings, L.P. (Socrates), a 10% owner and director of Phoenix Education Partners, Inc. (PXED), sold 3,546,985 shares of common stock.
• The sale occurred on October 10, 2025, as part of an underwritten public offering.
• The shares were sold at a public offering price of $32.00 per share, before underwriting discounts and commissions.
• Following this transaction, Socrates beneficially owns 25,433,367 shares of Phoenix Education Partners, Inc. common stock indirectly.
• The transaction was made pursuant to a prospectus dated October 8, 2025, filed as part of a registration statement on Form S-1 (File No. 333-289955).
• Several related Apollo entities, including Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, APH Holdings, L.P., and Apollo Principal Holdings A GP, Ltd., along with their directors, disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the sale was part of a planned public offering, a significant reduction in ownership by a major insider (10% owner and director) can be perceived as a negative signal regarding future prospects or a strategic divestment, even if it provides liquidity.

Negatives

• A significant reduction in ownership by a major insider (10% owner and director) could be perceived negatively by the market, potentially signaling a lack of confidence or a strategic divestment.

Future Outlook

NA

Management Comments

• AP VIII Socrates Holdings GP, LLC, Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, APH Holdings, L.P., Apollo Principal Holdings A GP, Ltd., and Messrs. Rowan, Zelter and Kleinman 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, except to the extent of their pecuniary interest therein.

Industry Context

NA

Related Party Transactions

• The sale of common stock by AP VIII Socrates Holdings, L.P., which is a 10% owner and director of Phoenix Education Partners, Inc., constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The reduction in insider ownership by a significant holder may influence market perception and potentially share price. It could also increase the float and liquidity of the stock.
• Company Management: The transaction reflects a change in the ownership structure by a key stakeholder, which may impact future strategic decisions or governance dynamics.

Key Dates

Recommendation

While a large insider sale can be a negative signal, this transaction was part of a pre-announced underwritten public offering, suggesting a structured and expected event rather than a sudden loss of confidence. Without additional financial or strategic context beyond this Form 4, a 'hold' recommendation is appropriate, advising investors to monitor further developments and broader company performance rather than reacting solely to this ownership change.

Keywords

Phoenix Education Partners, PXED, AP VIII Socrates Holdings, Apollo, Insider Sale, Common Stock, Public Offering, Form 4