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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-05 · 42 added, 32 removed, 211 unchanged (26% of the section changed)

46 unchanged sentences

During the three months ended December 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.

On March 4, 2025, the Board of Directors of the Company, or the Board, appointed Richard J.

Statuto to serve as a director of the Company, effective as of immediately following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to hold office for a term expiring at the 2025 Annual Meeting of Stockholders, or the 2025 Annual Meeting, and until a successor is duly elected and qualified or until Mr.

Statuto’s earlier death, resignation, or removal.

Statuto has also been appointed as a member of the Audit Committee and Management Development and Compensation Committee of the Board.

Also, on March 6, 2025, Eric “Ric” C.

Andersen and William G.

Robinson, Jr.

each informed the Company that they will not stand for re-election to the Board at the 2025 Annual Meeting.

Andersen’s and Mr.

Robinson’s terms will therefore expire at the conclusion of the 2025 Annual Meeting.

The Board intends to reduce the size of the Board effective as of that time, rather than filling the resulting vacancies.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

9 unchanged sentences

Additional Information

The additional information regarding directors, executive officers, and corporate governance required by this Item is hereby incorporated by reference from the information contained in our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders, or our Proxy Statement, which will be filed with the Securities and Exchange Commission, or the SEC, no later than 120 days following December 31, 2023.

The additional information required by this Item is hereby incorporated by reference from the information contained under the sections titled “Proposal No.

1 – Election of Directors”, “Delinquent Section 16(a) Reports”, “Composition and Meetings of the Board and its Committees – The Board of Directors and its Committees”, and “Corporate Governance – Corporate Governance Best Practices” in our Proxy Statement with respect to our 2025 Annual Meeting of Stockholders, or our Proxy Statement, which will be filed with the Securities and Exchange Commission, or the SEC, no later than 120 days following December 31, 2024.

EXECUTIVE COMPENSATION

The information required by this Item is hereby incorporated by reference from the information contained in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2023.

The information required by this Item is hereby incorporated by reference from the information contained under the sections titled “Executive Compensation”, “Management Development & Compensation Committee Report”, and “Compensation Tables and Disclosures” in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is hereby incorporated by reference from the information contained under the sections titled “Compensation Tables and Disclosures – Equity Compensation Plan Information” and “Beneficial Ownership of Common Stock” in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2024.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is hereby incorporated by reference from the information contained under the section titled “Corporate Governance – Certain Relationships and Related Person Transactions” in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is hereby incorporated by reference from the information contained under the section titled, “Proposal No.

4 Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement, which will be filed with the SEC no later than 120 days following December 31, 2024.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

Exhibit Description

2.1 Membership Interest Purchase Agreement dated October 28, 2020, by and among American Public Education Inc., FAH Education, LLC, Rasmussen, LLC, and Rasmussen College, LLC (5)

3.1 Fifth Amended and Restated Certificate of Incorporation of the Company (1)

30 unchanged sentences

Sunderland, Jr.

10.15+ Transition and Release Agreement, dated June 13, 2024, by and among American Public Education, Inc., American Public University System, Inc.

and Richard W.

Sunderland, Jr.

10.16* D2L Master Terms and Conditions Agreement, dated as of October 31, 2019 by and between American Public University System, Inc.

4 unchanged sentences

10.19 Collateral Agreement, dated September 1, 2021, by and among American Public Education, Inc., Macquarie Capital Funding LLC, as administrative agent and collateral agent and the Guarantors from time to time party thereto.

10.19* Third Amended and Restated Information Technology Services Agreement, dated October 1, 2016, by and between Rasmussen College Inc.

and Collegis, LLC (13)

10.20* Statement of Work #4, dated March 15, 2019, by and between Collegis, LLC, and Rasmussen College, LLC, subject to the terms of the Third Amended and Restated Information Technology Services Agreement, dated October 1, 2016.

10.20* Series A Senior Preferred Stock Purchase Agreement, dated December 28, 2022, by and between American Public Education, Inc.

4 unchanged sentences

Shrivastava, and Michael D.

19.1 Amended and Restated Policy on Insider Trading (filed herewith)

21.1 List of Subsidiaries (filed herewith)

7 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

97 Incentive Compensation Recovery Policy (filed herewith)

97 Incentive Compensation Recovery Policy (21)

EX-101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

8 unchanged sentences

(1) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on November 14, 2007.

001-33810), filed with the SEC on November 14, 2007.

(2) Incorporated by reference to exhibit filed with Registrant’s Registration Statement on Form S-1 (File No.

(3) Incorporated by reference to exhibit filed with Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 (File No.

001-33810), filed with the Commission on August 5, 2014.

(4) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on June 17, 2014.

001-33810), filed with the SEC on August 5, 2014.

(4) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on October 29, 2020.

001-33810), filed with the SEC on June 17, 2014.

(5) Incorporated by reference to exhibit filed with Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No.

001-33810), filed with the Commission on February 27, 2014.

001-33810), filed with the SEC on February 27, 2014.

(6) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on May 15, 2017.

001-33810), filed with the SEC on May 15, 2017.

(7) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on August 22, 2019.

001-33810), filed with the SEC on August 22, 2019.

(8) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.

001-33810), filed with the Commission on May 18, 2020.

001-33810), filed with the SEC on May 18, 2020.

(9) Incorporated by reference to exhibit filed with Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (File No.

001-33810), filed with the Commission on November 9, 2020.

001-33810), filed with the SEC on November 9, 2020.

(10) Incorporated by reference to exhibit filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (File No.

001-33810) filed with the Commission on March 9, 2021.

001-33810) filed with the SEC on March 9, 2021.

(11) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the Commission on September 2, 2021.

(13) Incorporated by reference to exhibit filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (File No.

001-33810) filed with the Commission on November 8, 2021.

001-33810) filed with the SEC on September 2, 2021.

(12) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the Commission on May 24, 2022.

001-33810) filed with the SEC on May 24, 2022.

(13) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the Commission on December 23, 2022.

001-33810) filed with the SEC on December 23, 2022.

(14) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the Commission on December 28, 2022.

001-33810) filed with the SEC on December 28, 2022.

(15) Incorporated by reference to exhibit filed with the Registrant’s Annual Report on Form 10-K (File No.

5 unchanged sentences

(18) Incorporated by reference to exhibit filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (File No.

001-33810) filed with the Commission on August 8, 2023.

001-33810) filed with the SEC on August 8, 2023.

(19) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the SEC on March 20, 2023.

(20) Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No.

001-33810) filed with the SEC on June 17, 2024.

(21) Incorporated by reference to exhibit filed with the Registrant’s Annual Report on Form 10-K (File No.

001-33810) filed with the SEC on March 5, 2024.

AMERICAN PUBLIC EDUCATION, INC.

18 unchanged sentences

Rasmussen University Segment 3,444 8,657 ( 7,554 ) 4,547

— 5,902 ( 2,458 ) 3,444

Hondros College of Nursing Segment 6,202 4,706 ( 3,970 ) 6,938

Corporate and Other 1

Allowance for receivables $ 11,396 $ 15,153 $ ( 13,221 ) $ 13,328

1 Rasmussen University Segment additions include $ 3.5 million beginning balance as of September 1, 2021.

1 Corporate and Other includes activity for GSUSA as of January 1, 2022.

19 unchanged sentences

* March 6, 2025 Director

* March 5, 2024 Director

James Kenigsberg

1 unchanged sentence