| Item 1. | |
| (a) | Name of issuer:
Phoenix Education Partners, Inc. |
| (b) | Address of issuer's principal executive offices:
4035 S. Riverpoint Parkway, Phoenix, AZ 85040 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by: (i) AP VIII Socrates Holdings, L.P. ("Socrates LP"); (ii) AP VIII Socrates Holdings GP, LLC ("Socrates GP"); (iii) Apollo Advisors VIII, L.P. ("Advisors VIII"); (iv) Apollo Capital Management VIII, LLC ("Capital Management VIII"); (v) APH Holdings, L.P. ("APH Holdings"); and (vi) Apollo Principal Holdings A GP, Ltd. ("Principal A GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
Socrates LP is the holder of record of the securities of the Issuer.
Socrates GP is the general partner of Socrates LP. Advisors VIII is the general partner of the members of Socrates GP. Capital Management VIII is the general partner of Advisors VIII, and APH Holdings is the sole member and manager of Capital Management VIII. Principal A GP is the general partner of APH Holdings. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of Socrates LP, Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings and Principal A GP is 9 W. 57th Street, 41st Floor, New York, New York 10019. |
| (c) | Citizenship:
Socrates LP and Advisors VIII are each Delaware limited partnerships. Socrates GP and Capital Management VIII are each Delaware limited liability companies. APH Holdings is a Cayman Islands limited partnership. Principal Holdings A GP is a Cayman Islands exempted general partnership. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
|
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Principal A GP 24,901,319
Socrates LP 24,901,319
Socrates GP 24,901,319
Advisors VIII 24,901,319
Capital Management VIII 24,901,319
APH Holdings 24,901,319
Socrates GP, Advisors VIII, Capital Management VIII, APH Holdings, Principal A GP, and Messrs. Marc Rowan, James Zelter and Scott Kleinman, the directors of Principal A GP, each 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. |
| (b) | Percent of class:
Principal A GP 69.5%
Socrates LP 69.5%
Socrates GP 69.5%
Advisors VIII 69.5%
Capital Management VIII 69.5%
APH Holdings 69.5%
The percentage amounts are based on 35,810,977 shares of Common Stock outstanding as of March 31, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed on April 7, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
|
| | (ii) Shared power to vote or to direct the vote:
Principal A GP 24,901,319
Socrates LP 24,901,319
Socrates GP 24,901,319
Advisors VIII 24,901,319
Capital Management VIII 24,901,319
APH Holdings 24,901,319
|
| | (iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
|
| | (iv) Shared power to dispose or to direct the disposition of:
Principal A GP 24,901,319
Socrates LP 24,901,319
Socrates GP 24,901,319
Advisors VIII 24,901,319
Capital Management VIII 24,901,319
APH Holdings 24,901,319
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)