Naumann Cheryl M. 4

What Happened
Cheryl M. Naumann, Chief Human Resources Officer of Phoenix Education Partners (PXED), exercised stock options on May 1, 2026 to acquire 15,000 shares at an exercise price of $11.04 per share (cash cost $165,600). To satisfy tax withholding, 8,114 shares were delivered/withheld at $29.96 per share (value ~$243,095). Net new shares retained after withholding = 6,886 shares. The Form 4 was filed May 5, 2026 (timely).

Key Details

• Transaction date: 2026-05-01; Form 4 filed: 2026-05-05.
• Option exercise: 15,000 shares @ $11.04 = $165,600 (Acquired; code M).
• Tax withholding/share surrender: 8,114 shares @ $29.96 = $243,095 (Disposed; code F).
• Additional derivative line: 15,000-option conversion also recorded (administrative detail).
• Shares owned after transaction: not disclosed in this filing.
• Footnote: Options were exercised because they were scheduled to expire before transfer restrictions on the reporting person’s shares lapse; the reporting person remains subject to transfer restrictions until October 8, 2026. No open-market sale was made in connection with this transaction.

Context
This was an options exercise with partial share surrender to cover tax obligations (common "net" or share-withholding treatment). Because the shares remain subject to transfer restrictions until Oct 8, 2026, the insider cannot freely sell the newly acquired shares until those restrictions expire.