AMERICAN PUBLIC EDUCATION INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Repurchases 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) April 1, 2025 — — — 556,518 5,979,687 April 1, 2025 - April 30, 2025 — — — 557,067 5,979,687 May 1, 2025 - May 31, 2025 — — — 579,579 5,979,687 June 1, 2025 - June 30, 2025 — — — 579,579 5,979,687 Total — — — 579,579 $ 5,979,687 (1) On December 9, 2011, our Board of Directors, or Board, approved a stock repurchase program for our common stock, under which we could annually purchase up to the cumulative number of shares issued or deemed issued in each year under our equity incentive and stock purchase plans. Repurchases may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions based on business and market conditions. The stock repurchase program does not obligate us to repurchase any shares, may be suspended or discontinued at any time, and is funded using our available cash. (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. 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. 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. 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. (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. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. 42 I te m 5. Other Information 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. 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. The Board reduced the size of the Board to six members effective as of that time. On August 4, 2025, the Company and Craig MacGibbon determined that Mr. MacGibbon will step down from his role as Executive Vice President, Chief Information Officer, effective August 19, 2025. Mr. MacGibbon will receive severance benefits under the terms of the American Public Education, Inc. Executive Severance Plan consistent with the provisions for a termination of employment without cause. 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. 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. 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 James Kenigsberg Director August 8, 2024 Rule 10b5-1 Trading Arrangement Up to ( 6,969 ) (1) August 29, 2025 (2) Michael D. Braner (3) Director June 6, 2025 Rule 10b5-1 Trading Arrangement (4) June 6, 2026 (1) The figure presented represents shares to be sold upon the vesting of equity awards. (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. (3) This trading arrangement was entered into by 325 Capital LLC, a Delaware limited liability company (“325”). 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. Mr. Braner is a managing member of 325 and may be deemed to beneficially own the securities beneficially owned by 325. (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; however, the sale of such shares on any given day may not exceed 10% of the daily average trading volume for such day. 43 Item 6. Exhibits Exhibit No. Exhibit Description 3.1 Fifth Amended and Restated Certificate of Incorporation of the Company (1) 3.2 Certificate of Elimination of Series A Senior Preferred Stock of American Public Education, Inc. (2) 10.1 Amendment Number Four to the American Public Education, Inc. 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. (4) 31.2 Certification of Chief Financial 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. (4) 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (5) 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 EX-101.SCH Inline XBRL Taxonomy Extension Schema Document EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the SEC on November 14, 2007. (2) Incorporated by reference to exhibit filed with the Company’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on June 23, 2025. (3) Incorporated by reference to exhibit filed with the Company’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on May 27, 2025. (4) Filed herewith. (5) Furnished herewith. 44 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 thereunto duly authorized. AMERICAN PUBLIC EDUCATION, INC. /s/ Angela Selden August 6, 2025 Angela Selden President and Chief Executive Officer (Principal Executive Officer) /s/ Richard W. Sunderland, Jr. August 6, 2025 Richard W. Sunderland, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 45