Phoenix Education Partners Inc：2024年度报告

Phoenix Education Partners, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit suchfiles). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒As of February 28, 2025, the last business day of our most recently completed second fiscal quarter, our common stock was not listed on any exchangeor over-the counter marketand, therefore, we cannot calculate the aggregate market value of the voting and non-voting common equity held by non-affiliates as of such date.The number of shares of our common stock outstanding as of November 11, 2025 was 35,652,963.DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates by reference information from certain portions of the registrant’s definitive proxy statement to be filed with the Securities andExchange Commission within 120 days after the fiscal year ended August 31, 2025. Table of Contents Page PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PARTIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities69Item 6.[Reserved]70Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations71Item 7A.Quantitative and Qualitative Disclosures About Market Risk83Item 8.Financial Statements and Supplementary Data84Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections116 PART III Item 10.Directors, Executive Officers and Corporate Governance117Item 11.Executive Compensation117Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters117Item 13.Certain Relationships and Related Transactions, and Director Independence117Item 14.Principal Accounting Fees and Services117 PARTIVItem 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K SummaryItem 17.Signatures OVERVIEW In this Annual Report on Form 10-K for the year ended August 31, 2025 (this “Annual Report on Form 10-K”),unless otherwise indicated or the context otherwise requires, references to the “Company,” the “Issuer,” “we,”“us” and “our” refer, prior to our conversion into a corporation, to AP VIII Queso Holdings, L.P. and itsconsolidated subsidiaries and, after our conversion into a corporation, to Phoenix Education Partners, Inc. and itsconsolidated subsidiaries. References to the “University” refer