Form 8-K

8-K — Phoenix Education Partners, Inc.

Accession: 0000950142-26-002563

Filed: 2026-09-17

Period: 2026-09-16

CIK: 0001600222

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — eh260831783_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (eh260831783_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 16, 2026

Phoenix Education Partners, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-42899

38-3922540

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

4035 S. Riverpoint Parkway

Phoenix, AZ

85040

(Address of principal executive offices)

(Zip Code)

(800) 990-2765

(Registrant’s telephone number, including area

code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

PXED

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On September 16, 2026,

Phoenix Education Partners, Inc. (the “Company”) agreed to acquire Fuel50 Inc. (“Fuel50”), an AI-powered workforce

transformation platform. The acquisition will be effected pursuant to an Agreement and Plan of Merger, dated as of September 16, 2026

(the “Merger Agreement”), by and among the Company, CEG Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary

of the Company (“Merger Sub”), Fuel50, and Phil Dur, solely in his capacity as the representative of the securityholders of

Fuel50, pursuant to which Merger Sub will merge with and into Fuel50, with Fuel50 surviving as a wholly-owned subsidiary of the Company.

Under the terms of the

Merger Agreement, the Company will acquire Fuel50 for an aggregate cash purchase price of approximately $31.5 million, subject to customary

adjustments for working capital, cash, indebtedness and transaction expenses. In addition, former Fuel50 securityholders may receive earnout

payments of up to $8.5 million in the aggregate through calendar year 2027 based on the achievement of certain performance milestones.

The acquisition will be funded with cash on hand.

The acquisition is expected

to close within 30 days and is subject to customary closing conditions, including receipt of required Fuel50 stockholder approvals and

satisfaction or waiver of other closing conditions.

A press release regarding

the foregoing is filed herewith as Exhibit 99.1.

Forward-Looking Statements

This Current Report on

Form 8-K contains, and oral statements made from time to time by representatives of the Company may contain, forward-looking statements

within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These forward-looking

statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”

“likely,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “target,” “will,” “would” and, in each case, their negative

or other various or comparable terminology. All statements other than statements of historical facts contained in this Current Report

on Form 8-K, including statements regarding the proposed acquisition of Fuel50, the expected timing and completion of the acquisition

and the anticipated benefits of the acquisition, are forward-looking statements.

These statements involve

known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to

be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

Important factors that could cause our results to vary from expectations include, but are not limited to: our ability to successfully

complete the proposed acquisition of Fuel50 on the anticipated timeline or at all; our ability to successfully integrate Fuel50 and realize

the anticipated benefits of the acquisition; the risk that the closing conditions to the acquisition may not be satisfied; unexpected

costs, charges or expenses resulting from the acquisition; the potential impact of the announcement or consummation of the acquisition

on relationships with third parties, including customers, employees, and business partners; and other risk factors identified in the Company’s

Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

These forward-looking statements

are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these

forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this Current

Report on Form 8-K and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements,

whether as a result of new information, future events or otherwise after the date of this Current Report on Form 8-K. We anticipate that

subsequent events and developments will cause our views to change. This Current Report on Form 8-K should be read completely and with

the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking

statements by these cautionary statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release, dated September 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: September 17, 2026

By:

/s/ Srini Medi

Name:

Srini Medi

Title:

Chief Legal Officer and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260831783_ex9901.htm · Sequence: 2

EXHIBIT 99.1

News Release

Phoenix Education Partners to Acquire Fuel50,

Advancing the Future of Workforce Transformation

Acquisition

accelerates Fuel50's capabilities and its reach with enterprise employers,

as workforce intelligence becomes central to the AI-enabled

workplace

Phoenix, September 17, 2026 — Phoenix Education Partners,

Inc. (“Phoenix Education” or the “Company”) (NYSE: PXED) today announced that it has entered into a definitive

agreement to acquire Fuel50, Inc., an AI-powered workforce transformation platform.

As AI transforms roles across industries, employers are navigating

rapid changes in workforce skills and talent needs. Fuel50 brings workforce intelligence, talent marketplace and workforce planning capabilities,

while Phoenix Education brings a commitment to workforce development and helping people build capabilities for the future of work. Together,

the companies share a vision for connecting workforce intelligence, career-relevant skills and talent mobility in an AI-enabled workplace.

For Fuel50, the acquisition accelerates the next stage of its

work with enterprise customers. Following completion of the transaction, Fuel50 will continue operating under its own brand. With the

same focus that has built its platform to date, and in combination with Phoenix Education, Fuel50 is positioned to:

Advance AI-powered workforce intelligence to help employers understand workforce

capabilities and anticipate and prioritize future skill needs

Accelerate talent mobility and workforce transformation through career pathways,

upskilling, reskilling and personalized development

Extend its impact with enterprise employers as they navigate changing workforce

needs

“The pace of change in the workplace is accelerating,

particularly as AI reshapes how work gets done and the skills organizations need to compete,” said Chris Lynne, Chief Executive

Officer of Phoenix Education Partners. “Fuel50 has built an impressive platform, deep workforce expertise and a compelling vision

for helping employers understand changing skill needs and develop and mobilize talent. We believe strongly in Fuel50’s future and

are excited to support its continued innovation and to help extend its impact with employers navigating workforce transformation.”

Fuel50 combines AI, workforce data, people science, and future-of-work

technology across its platform. Its Workforce Intelligence suite provides actionable insights into workforce skills and evolving talent

needs to inform workforce planning and talent decisions, while its Talent Marketplace connects employees with career pathways, roles and

development opportunities that support upskilling, reskilling and internal mobility. Underpinning the platform is an enterprise-grade

ontology of more than 5,000 skills, designed to integrate with existing enterprise technology environments.

“Fuel50 was founded on the belief that people should

be able to see their potential and organizations should be able to see the capability already inside their workforce,” said

Anne Fulton, Co-founder and Chief Executive Officer of Fuel50. “AI makes that mission more urgent. Organizations now need to

understand not only the skills they have, but how work itself is changing and what their people will need next. This combination

creates an opportunity to connect workforce intelligence with workforce development at much greater scale. We look forward to

joining with Phoenix Education Partners to bring together complementary strengths around understanding workforce capability and

developing the people who will deliver the work of the future.”

The acquisition also advances Phoenix Education’s broader

strategy at the intersection of skills, work and career opportunity. As the parent company of The University of Phoenix, Inc., Phoenix

Education has significant experience serving working adults and employers through the University’s long-standing focus on career-relevant,

skills-aligned education. Over time, working together, there are opportunities to more deeply connect workforce insights, learning, and

career mobility in ways that create value for working adults and employers.

Following closing, Fuel50 is expected to continue operating

as a distinct business within Phoenix Education under its own brand and will continue serving its enterprise customers. It is anticipated

to be led by Jo Mills, Co-founder and President of Fuel50, who is expected to assume the role of Fuel50’s Chief Executive Officer

following the close of the transaction. The teams will continue to explore how the respective capabilities can complement one another.

The transaction is expected to close within 30 days, subject

to customary closing conditions, including receipt of required Fuel50 stockholder approvals and satisfaction or waiver of other closing

conditions. Macquarie Capital served as exclusive financial advisor to Fuel50 on the transaction.

About Phoenix Education Partners, Inc.

Phoenix Education Partners, Inc. is the parent company of The

University of Phoenix, Inc., a pioneer in online education for working adults. Founded in 1976, University of Phoenix provides access

to higher education opportunities that enable students to develop the knowledge and skills necessary to achieve their professional goals,

improve the performance of their organizations and provide leadership and service to their communities. For more information, visit phoenixeducationpartners.com.

About The University of Phoenix, Inc.

University of Phoenix is Built for Real Life. 50 Years Strong.

The University innovates to help working adults enhance their careers and develop skills in a rapidly changing world through flexible

online learning, relevant courses, academic AI pillars and skills-mapped curriculum for associate, bachelor’s and master’s

degree programs. Active students and alumni have access to Career Services for Life® resources, including career guidance and tools.

For more information, visit phoenix.edu.

About Fuel50, Inc.

Fuel50 is the Workforce Transformation Platform that helps enterprises

understand, activate and evolve their talent from the inside out. Purpose-built for workforce transformation, Fuel50 provides the intelligence

to see workforce capability, gaps, aspirations and internal potential — and the activation system to move employees into the roles,

projects, learning, mentoring and career pathways the business needs next. With Fuel50, organizations can reinvent, redeploy, retain and

reactivate talent at scale, reducing dependency on external hiring and disruptive restructuring while keeping the people who make transformation

possible. Fuel50 partners with leading enterprises to build more agile, resilient and future-ready workforces. For more information, visit

fuel50.com.

Forward-Looking Statements

This press release contains, and oral statements made from time

to time by representatives of the Company may contain, forward-looking statements within the meaning of the U.S. Private Securities Litigation

Reform Act of 1995, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking

terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “target,”

“will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other

than statements of historical facts contained in this press release, including statements regarding the proposed acquisition of Fuel50,

the expected timing and completion of the acquisition and the anticipated benefits of the acquisition, are forward-looking statements.

These statements involve known and unknown risks, uncertainties

and other important factors that may cause our actual results, performance, or achievements to be materially different from any future

results, performance, or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results

to vary from expectations include, but are not limited to: our ability to successfully complete the proposed acquisition of Fuel50 on

the anticipated timeline or at all; our ability to successfully integrate Fuel50 and realize the anticipated benefits of the acquisition;

the risk that the closing conditions to the acquisition may not be satisfied; unexpected costs, charges or expenses resulting from the

acquisition; the potential impact of the announcement or consummation of the acquisition on relationships with third parties, including

customers, employees, and business partners; and other risk factors identified in the Company’s Annual Report on Form 10-K, Quarterly

Reports on Form 10-Q and Current Reports on Form 8-K.

These forward-looking statements are based on assumptions and

subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements.

These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required

by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information,

future events or otherwise after the date of this press release. We anticipate that subsequent events and developments will cause our

views to change. This press release should be read completely and with the understanding that our actual future results may be materially

different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Phoenix Education Partners

Media

Andrea Smiley

MediaRelations@phoenixeducationpartners.com

Investor Relations

Beth Coronelli

InvestorRelations@phoenixeducationpartners.com

Fuel50

Media

marketing@fuel50.com

Investor Relations

investors@fuel50.com

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