Phoenix Education Partners Files 8-K

TL;DR

Phoenix Education Partners signed a new material agreement, filing an 8-K on Oct 15, 2025.

AI Summary

Phoenix Education Partners, Inc. filed an 8-K on October 15, 2025, reporting an entry into a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company, formerly known as AP VIII Queso Holdings, L.P., is incorporated in Delaware and headquartered in Phoenix, AZ.

Why It Matters

This filing indicates a significant new agreement for Phoenix Education Partners, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 001-42899 — SEC File Number (Identifies the company's filing with the SEC)
• 38-3922540 — I.R.S. Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Phoenix Education Partners, Inc. (company) — Registrant
• AP VIII Queso Holdings, L.P. (company) — Former Company Name
• October 8, 2025 (date) — Earliest event reported
• October 15, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Phoenix, AZ (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PXED New York Stock Excha
• $136.0 m — proceeds to the Selling Stockholders of $136.0 million, before deducting the underwritin
• $20.4 m — proceeds to the Selling Stockholders of $20.4 million, before deducting the underwritin
• $50 million — produce aggregate proceeds of at least $50 million (or $25 million if a shelf takedown).
• $25 million — te proceeds of at least $50 million (or $25 million if a shelf takedown). If the Company b

Filing Documents

• eh250691528_8k.htm (8-K) — 35KB
• eh250691528_ex0301.htm (EX-3.1) — 102KB
• eh250691528_ex0302.htm (EX-3.2) — 93KB
• eh250691528_ex1001.htm (EX-10.1) — 130KB
• eh250691528_ex1002.htm (EX-10.2) — 218KB
• eh250691528_ex1003.htm (EX-10.3) — 126KB
• 0000950142-25-002812.txt ( ) — 707KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On October 8, 2025, Phoenix Education Partners, Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule II thereto (collectively, the " Underwriters "), AP VIII Socrates Holdings, L.P., a stockholder of the Company (the " Apollo Stockholder ") that is managed by affiliates of Apollo Global Management, Inc. (collectively, " Apollo "), and TVG-I-E-AEG Holdings, LP, a stockholder of the Company (the " Vistria Stockholder ," and, together with the Apollo Stockholder, the " Selling Stockholders ") that is managed by affiliates of The Vistria Group, LP (collectively, " Vistria "), relating to the initial public offering of the Company's common stock, par value $0.01 per share (the " Common Stock "), by the Selling Stockholders (the " Initial Public Offering "). Pursuant to the Underwriting Agreement, the Selling Stockholders sold 4,250,000 shares of Common Stock to the Underwriters on October 10, 2025, resulting in aggregate gross proceeds to the Selling Stockholders of $136.0 million, before deducting the underwriting discount and commission. The Selling Stockholders also granted the Underwriters an option (the " Option ") to purchase up to an additional 637,500 shares of Common Stock for a period of 30 days following October 8, 2025. The Underwriters exercised the Option in full on October 11, 2025, and the sale of an additional 637,500 shares of Common Stock to the Underwriters closed on October 15, 2025, resulting in additional gross proceeds to the Selling Stockholders of $20.4 million, before deducting the underwriting discount and commission. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certai

01 Other Events

Item 8.01 Other Events. Prior to the completion of the Initial Public Offering, the Company converted from a limited partnership named AP VIII Queso Holdings, L.P. to a Delaware corporation named Phoenix Education Partners, Inc. Copies of the Company's certificate of incorporation and bylaws, which became effective upon the conversion, are filed herewith as Exhibits 3.1 and 3.2, respectively. As described in the registration the management consulting agreement and transaction fee agreement that the Company was party to prior to the Initial Public Offering. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Incorporation of Phoenix Education Partners, Inc. 3.2 Bylaws of Phoenix Education Partners, Inc. 10.1 Stockholders' Agreement, dated as of October 8, 2025, by and among Phoenix Education Partners, Inc., TVG-I-E-AEG Holdings, LP and AP VIII Socrates Holdings, L.P. 10.2 Registration Rights Agreement, dated as of October 8, 2025, by and among Phoenix Education Partners, Inc. and the holders party thereto. 10.3 The University of Phoenix, Inc. Amended & Restated Stockholders' Agreement, dated as of October 9, 2025, by and among The University of Phoenix, Inc., Phoenix Education Operating Corp. and Phoenix Education Partners, Inc. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHOENIX EDUCATION PARTNERS, INC. By: /s/ Srini Medi Name: Srini Medi Title: Chief Legal Officer and Secretary Dated: October 15, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR