APEI · American Public Education Inc · Insider Trading

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of restricted stock.

Pursuant to the non-employee director compensation policy (the "Policy") of American Public Education, Inc. (the "Company"), the Reporting Person is entitled an annual cash retainer for service on the Board of Directors of the Company (the "Board"), as non-employee Chairperson of the Board. The Reporting Person elected to receive common stock of the Company in lieu of such cash retainers, with the number of shares calculated based on the closing stock price on the first business day of the year and the shares issued in quarterly instalments in advance in accordance with the Policy. The reporting person has elected to defer receipt of the shares until June 1, 2029, resulting in the issuance of deferred stock units to the Reporting Person.

As of the date hereof, all options relating to the underlying shares have vested and are exercisable.

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 13, 2026.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of RSUs.

The restricted stock units ("RSUs") were granted pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

Pursuant to the non-employee director compensation policy (the "Policy") of American Public Education, Inc. (the "Company"), the Reporting Person is entitled an annual cash retainer for service on the Board of Directors of the Company (the "Board"), as non-employee Chairperson of the Board. The Reporting Person elected to receive common stock of the Company in lieu of such cash retainers, with the number of shares calculated based on the closing stock price on the first business day of the year and the shares issued in quarterly installments in advance in accordance with the Policy. The reporting person has elected to defer receipt of the shares until June 1, 2029, resulting in the issuance of deferred stock units to the Reporting Person.

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 16, 2026.

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 16, 2026.

The price of $53.005 per share represents a weighted average of sale prices ranging from $53.00 to $53.01 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 16, 2026.

The price of $51.3887 per share represents a weighted average of sale prices ranging from $51.00 to $51.99 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 16, 2026.

The price of $52.4425 per share represents a weighted average of sale prices ranging from $52.00 to $52.95 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders.

Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders. The reporting person has elected to defer receipt of the shares until June 1, 2029, resulting in the issuance of deferred stock units to the reporting person rather than restricted stock.

Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders.

Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders.

Mr. Braner serves on the Board of Directors of the Issuer (the "Board") as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board membership. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates, and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of restricted stock.

Pursuant to the non-employee director compensation policy (the "Policy") of American Public Education, Inc. (the "Company"), the Reporting Person is entitled an annual cash retainer for service on the Board of Directors of the Company (the "Board"), as non-employee Chairperson of the Board. The Reporting Person elected to receive common stock of the Company in lieu of such cash retainers, with the number of shares calculated based on the closing stock price on the first business day of the year and the shares issued in quarterly installments in advance in accordance with the Policy. The reporting person has elected to defer receipt of the shares until June 1, 2029, resulting in the issuance of deferred stock units to the Reporting Person.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The Shares were purchased by the Reporting Person in open market transactions on the transaction date, with a volume weighted average purchase price of $53.7377. The range of purchase prices on the transaction date was $53.295 to $54.14 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The Shares were purchased by the Reporting Person in open market transactions on the transaction date, with a volume weighted average purchase price of $54.6035. The range of purchase prices on the transaction date was $54.50 to $54.62 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The Shares were purchased by the Reporting Person in open market transactions on the transaction date, with a volume weighted average purchase price of $55.5518. The range of purchase prices on the transaction date was $55.455 to $55.69 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The Shares were purchased by the Reporting Person in open market transactions on the transaction date, with a volume weighted average purchase price of $54.2046. The range of purchase prices on the transaction date was $53.44 to $54.44 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

The Shares were purchased by the Reporting Person in open market transactions on the transaction date, with a volume weighted average purchase price of $54.7908. The range of purchase prices on the transaction date was $54.45 to $55.45 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

The price of $55.8737 per share represents a weighted average of sale prices ranging from $55.85 to $55.88 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

The price of $55.2002 per share represents a weighted average of sale prices ranging from $54.785 to $55.775 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

The price of $56.1766 per share represents a weighted average of sale prices ranging from $55.81 to $56.69 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

The price of $53.866 per share represents a weighted average of sale prices ranging from $53.7401 to $54.12 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 24, 2025.

The price of $56.9032 per share represents a weighted average of sale prices ranging from $56.89 to $56.91 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of PSUs.

Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of performance-based restricted stock units ("RSUs").

The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of performance-based restricted stock units ("RSUs").