Martin H. Nesbitt - 08 Oct 2025 Form 3 Insider Report for Phoenix Education Partners, Inc. (PXED)

Role: Director, 10%+ Owner
Signature: /s/ Blair Westblom, as attorney-in-fact for Martin H. Nesbitt
Issuer symbol: PXED
Transactions as of: 08 Oct 2025
Net transactions value: $0
Form type: 3
Filing time: 08 Oct 2025, 14:54:45 UTC
Previous filing: 16 Jul 2025
Next filing: 14 Oct 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Nesbitt Martin H.	Director, 10%+ Owner	C/O PHOENIX EDUCATION PARTNERS, INC., 4035 S. RIVERPOINT PARKWAY, PHOENIX	/s/ Blair Westblom, as attorney-in-fact for Martin H. Nesbitt	08 Oct 2025	0001478041

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PXED	Common Stock, par value $0.01 per share						5,743,930	08 Oct 2025	By TVG-I-E-AEG Holdings, LP	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 reflects shares of the Issuer 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. The Reporting Person may be deemed to have voting and dispositive control of the shares of the Issuer's common stock held by the Vistria Stockholder. This Form 3 does not reflect shares being sold in the initial public offering of the Issuer, which will be disclosed on a subsequent Form 4, as applicable.
F2	The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission by the Reporting Person of beneficial ownership of the reported securities.

Content

This Form 3 reflects shares of the Issuer 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. The Reporting Person may be deemed to have voting and dispositive control of the shares of the Issuer's common stock held by the Vistria Stockholder. This Form 3 does not reflect shares being sold in the initial public offering of the Issuer, which will be disclosed on a subsequent Form 4, as applicable.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission by the Reporting Person of beneficial ownership of the reported securities.

Remarks:

Exhibit 24.1: Power of Attorney