Phoenix Education Partners, Inc.
For the period ended Aug 31, 2025. Filed Nov 20, 2025.
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FY2025 · Filed Nov 20, 2025
PXED$19.22-0.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(A)(1) Financial Statements
All required financial statements of the registrant are set forth under Item 8 of this report on Form 10-K.
(A)(2) Financial Statement Schedule
All financial statement schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto.
(A)(3) Exhibits
Exhibit Index
| Exhibit Number | Exhibit Description |
| 3.1 | Certificate of Incorporation of Phoenix Education Partners, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2025) |
| 3.2 | Bylaws of Phoenix Education Partners, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2025) |
| 4.1* | Description of Capital Stock |
| 10.1 | Stockholders’ Agreement by and among Phoenix Education Partners, Inc., TVG-I-E-AEG Holdings, LP and AP VIII Socrates Holdings, L.P.(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2025) |
| 10.2 | Registration Rights Agreement by and among Phoenix Education Partners, Inc. and the Holders party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2025) |
| 10.3 | The University of Phoenix, Inc. Amended & Restated Stockholders’ Agreement by and among the University of Phoenix, Inc., Phoenix Education Operating Corp. and Phoenix Education Partners, Inc.(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2025) |
| 10.4† | Offer Letter between The University of Phoenix, Inc. and Christopher Lynne, dated as of December15, 2022 (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.5† | Offer Letter between The University of Phoenix, Inc. and Blair Westblom, dated as of February14, 2017 (incorporated by reference to Exhibit 10.5 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on September 15, 2025) |
| 10.6† | Form of The University of Phoenix, Inc. Nonqualified Stock Option Grant Certificate for Fiscal Year 2022 (Executives – Change in Control Standard) (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.7† | Form of The University of Phoenix, Inc. Nonqualified Stock Option Grant Certificate for Fiscal Year 2023 (Change in Control Standard) (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.8† | Form of The University of Phoenix, Inc. Nonqualified Stock Option Grant Certificate for Fiscal Year 2023 (Performance Standard) (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.9† | Form of The University of Phoenix, Inc. RSU Grant Certificate for Fiscal Year 2023 (Performance Standard) (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.10† | Form of The University of Phoenix, Inc. RSU Grant Certificate for Fiscal Year 2023 (Time Standard) (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.11† | Form of The University of Phoenix, Inc. RSU Grant Certificate for Fiscal Year 2024 (Performance Standard) (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.12† | Form of The University of Phoenix, Inc. RSU Grant Certificate for Fiscal Year 2024 (Time Standard) (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.13† | The University of Phoenix, Inc. Management Equity Plan (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.14†* | Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan |
| 10.15† | Form of Phoenix Education Partners, Inc. RSU Grant Certificate (incorporated by reference to Exhibit 10.15 of the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on September 30, 2025) |
| 10.16† | Form of Phoenix Education Partners, Inc. PSU Grant Certificate (incorporated by reference to |
| Exhibit Number | Exhibit Description |
| Exhibit 10.16 of the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on September 30, 2025) | |
| 10.17† | The University of Phoenix, Inc. Bonus Plan – Executive Team (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.18† | The University of Phoenix, Inc. Bonus Plan – Leadership Team (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.19† | The University of Phoenix, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.20† | Amended and Restated The University of Phoenix, Inc. Senior Executive Severance Pay Plan (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.21†* | Phoenix Education Partners, Inc. Employee Stock Purchase Plan |
| 10.22† | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 29, 2025) |
| 10.23† | Offer Letter between The University of Phoenix, Inc. and Srini Medi, dated as of May 1, 2020 (incorporated by reference to Exhibit 10.23 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on September 15, 2025) |
| 10.24† | Form of University of Phoenix, Inc. Retention Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on September 15, 2025) |
| 10.25† | Form of Common Stock Award Agreement (incorporated by reference to Exhibit 10.25 of the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on September 30, 2025) |
| 10.26† | Form of Non-Employee Director RSU Award Agreement (incorporated by reference to Exhibit 10.26 of the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on September 30, 2025) |
| 10.27† | Amended and Restated The University of Phoenix, Inc. Senior Executive Severance Pay Plan, effective May 17, 2023 (incorporated by reference to Exhibit 10.27 of the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC on September 30, 2025) |
| 10.28†* | Phoenix Education Partners, Inc. Senior Executive Severance Pay Plan |
| 10.29 | Revolving Credit Agreement, dated November 13, 2025, by and among, Phoenix Education Partners, Inc., the lenders and issuing banks party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2025) |
| 19.1* | Phoenix Education Partners, Inc. Securities Trading Policy |
| 21.1* | Subsidiaries of the registrant |
| 23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Phoenix Education Partners, Inc. Clawback Policy |
- Filed herewith.
** Furnished herewith.
† Indicates management contract or compensatory plan.
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