Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended September 30, 2023, we did not repurchase shares of our common stock.
+Added: During the three months ended March 31, 2024, we repurchased shares of our common stock.
The table and footnotes below provide details regarding our repurchase programs (unaudited):
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
−Removed: July 1, 2023 — — — 746,141 397,136
−Removed: July 1, 2023 - July 31, 2023 — — — 755,359 397,136
−Removed: August 1, 2023 - August 31, 2023 — — — 755,359 397,136
−Removed: September 1, 2023 - September 30, 2023 — — — 755,359 397,136
+Added: January 1, 2024 — — — — 8,752,961
+Added: January 1, 2024 - January 31, 2024 251,146 11.04 251,146 509,339 5,979,687
+Added: February 1, 2024 - February 29, 2024 — — — 509,339 5,979,687
+Added: March 1, 2024 - March 31, 2024 — — — 509,339 5,979,687
Total 251,146 $ 11.04 251,146 509,339 $ 5,979,687
3 unchanged sentences
(2) On May 2, 2019, our Board of Directors authorized the repurchase of up to $35.0 million of shares of our common stock, and on December 5, 2019, our Board approved an additional authorization of up to $25.0 million of shares.
+Added: Further, on November 27, 2023, our Board approved an additional authorization of up to $10.0 million of shares.
We may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions, or a combination of the foregoing.
We may from time to time enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization.
−Removed: The amount and timing of share repurchases are subject to a variety of factors, including liquidity, cash flow, stock price, general business and market conditions, and applicable legal requirements.
−Removed: The authorization does not obligate the Company to acquire any shares, and repurchases may be commenced or suspended and the program may be discontinued at any time based on market conditions and other factors that the Company deems appropriate.
+Added: The amount and timing of repurchases are subject to a variety of factors, including liquidity, cash flow, stock price, and general business and market conditions.
+Added: We have no obligation to repurchase shares and may modify, suspend, or discontinue the repurchase program at any time.
The authorization under this program is in addition to our repurchase program under which we may annually purchase up to the cumulative number of shares issued or deemed issued in that year under our equity incentive and stock purchase plan.
−Removed: (3) During the three month period ended September 30, 2023, we were deemed to have repurchased 4,914 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
+Added: (3) During the three month period ended March 31, 2024, we were deemed to have repurchased 113,911 shares of common stock forfeited by employees to satisfy minimum tax-withholding requirements in connection with the vesting of restricted stock grants.
These repurchases were not part of the stock repurchase program authorized by our Board as described in footnotes 1 and 2 of this table.
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Other Information
−Removed: During the three months ended September 30, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Description
14 unchanged sentences
AMERICAN PUBLIC EDUCATION, INC.
−Removed: /s/ Angela Selden November 7, 2023
+Added: /s/ Angela Selden May 7, 2024
Angela Selden
3 unchanged sentences
Sunderland, Jr.
−Removed: November 7, 2023
Sunderland, Jr.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.