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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: January 1, 2025 — — — — 5,979,687
−Removed: January 1, 2025 - January 31, 2025 — — — 362,072 5,979,687
−Removed: February 1, 2025 - February 28, 2025 — — — 555,630 5,979,687
−Removed: March 1, 2025 - March 31, 2025 — — — 556,518 5,979,687
+Added: April 1, 2025 — — — 556,518 5,979,687
+Added: April 1, 2025 - April 30, 2025 — — — 557,067 5,979,687
+Added: May 1, 2025 - May 31, 2025 — — — 579,579 5,979,687
+Added: June 1, 2025 - June 30, 2025 — — — 579,579 5,979,687
Total — — — 579,579 $ 5,979,687
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(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.
−Removed: Further, on November 27, 2023, our Board approved an additional authorization of up to $10.0 million of shares.
+Added: 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.
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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 months ended March 31, 2025, we were deemed to have repurchased 171,100 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 months ended June 30, 2025, we were deemed to have repurchased 1,286 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 March 31, 2025, 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: On August 4, 2025, the Board of Directors of the Company, or the Board, appointed James Kenigsberg as Interim Chief Innovation and Technology Officer of the Company and Mr.
+Added: Kenigsberg resigned from the Board, including as Chair of the Nominating and Corporate Governance Committee of the Board and a member of the Management Development and Compensation Committee of the Board, in each case effective immediately.
+Added: The Board reduced the size of the Board to six members effective as of that time.
+Added: On August 4, 2025, the Company and Craig MacGibbon determined that Mr.
+Added: MacGibbon will step down from his role as Executive Vice President, Chief Information Officer, effective August 19, 2025.
+Added: MacGibbon will receive severance benefits under the terms of the American Public Education, Inc.
+Added: Executive Severance Plan consistent with the provisions for a termination of employment without cause.
+Added: A copy of the Executive Severance Plan is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2017.
+Added: During the three months ended June 30, 2025, 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, except as described in the table below.
+Added: Name and Title Date Adopted Character of trading Agreement Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement Duration
+Added: James Kenigsberg
+Added: August 8, 2024
+Added: Rule 10b5-1 Trading Arrangement Up to ( 6,969 ) (1)
+Added: August 29, 2025 (2)
+Added: Rule 10b5-1 Trading Arrangement (4) June 6, 2026
+Added: (1) The figure presented represents shares to be sold upon the vesting of equity awards.
+Added: (2) This trading arrangement was terminated on June 11, 2025, but would have otherwise permitted transactions through and including the earlier to occur of (a) the completion of all sales on the respective order entry date and (b) the date listed in the table.
+Added: (3) This trading arrangement was entered into by 325 Capital LLC, a Delaware limited liability company (“325”).
+Added: 325 serves as the investment manager of certain separately managed accounts (“SMAs”) and is deemed to beneficially own the shares directly held in the SMAs.
+Added: Braner is a managing member of 325 and may be deemed to beneficially own the securities beneficially owned by 325.
+Added: (4) This trading arrangement provides for the sale of shares held by each of 325’s SMAs whose value, as calculated each trading day for the duration of the trading agreement, equals or exceeds 15% of the aggregate value of assets held by the respective SMA;
+Added: however, the sale of such shares on any given day may not exceed 10% of the daily average trading volume for such day.
Exhibit Description
+Added: 3.1 Fifth Amended and Restated Certificate of Incorporation of the Company (1)
+Added: 3.2 Certificate of Elimination of Series A Senior Preferred Stock of American Public Education, Inc.
+Added: 10.1 Amendment Number Four to the American Public Education, Inc.
+Added: 2017 Omnibus Incentive Plan (3)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: (1) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33810), filed with the SEC on November 14, 2007.
+Added: (2) Incorporated by reference to exhibit filed with the Company’s Current Report on Form 8-K (File No.
+Added: 001-33810) filed with the SEC on June 23, 2025.
+Added: (3) Incorporated by reference to exhibit filed with the Company’s Current Report on Form 8-K (File No.
+Added: 001-33810) filed with the SEC on May 27, 2025.
(4) Filed herewith.
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AMERICAN PUBLIC EDUCATION, INC.
−Removed: /s/ Angela Selden May 12, 2025
+Added: /s/ Angela Selden August 6, 2025
Angela Selden
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Sunderland, Jr.
+Added: August 6, 2025
Sunderland, Jr.
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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.