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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-06 · 56 added, 41 removed, 212 unchanged (31% of the section changed)

19 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of American Public Education Inc.

T o the Stockholders and the Board of Directors of American Public Education, Inc.

Opinion on Internal Control over Financial Reporting

23 unchanged sentences

OTHER INFORMATION

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.

Trading Arrangements

During the three months ended December 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, 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

SVP, General Counsel and Secretary

November 24, 2025 Rule 10b5-1 Trading Arrangement Up to ( 6,500 ) (1)

12/31/2026 (2)

(1) The figure presented represents shares to be sold upon the vesting of equity awards.

The actual number of shares under the trading arrangement may be different than the aggregate number of shares listed due to tax withholdings.

(2) This trading arrangement shall expire upon the earlier to occur of the completion of all eligible sales during the final sale period from November 16, 2026, through December 31, 2026, and the date listed in the table.

2026 Credit Agreement

On March 9, 2026, or the Closing Date, we entered into a Credit Agreement, or the 2026 Credit Agreement, by and among the Company, as borrower, our subsidiaries party thereto from time to time, as guarantors, PNC Bank, National Association, as administrative agent, or the Agent, and the lenders party thereto.

The 2026 Credit Agreement provides for (i) a senior secured term loan facility in an aggregate original principal amount of $90.0 million, or the 2026 Term Loan and (ii) a senior secured revolving credit facility in an aggregate principal amount of up to $40.0 million, or the 2026 Revolving Credit Facility (and, together with the 2026 Term Loan, the 2026 Facilities), $25.0 million of which may be utilized for the issuance of letters of credit.

The Revolving Credit Facility also includes a $5.0 million subfacility for swing line loans.

In addition, the 2026 Credit Agreement provides us with the option, subject to certain conditions, including obtaining commitments from one or more lenders, to increase the total commitments under the 2026 Revolving Credit Facility, increase the amount of the 2026 Term Loan and/or incur incremental term loan facilities in an aggregate amount not to exceed the greater of (1) $80.0 million and (2) an amount equal to consolidated EBITDA for the most recently ended four-quarter period.

Any incremental commitments under the 2026 Revolving Credit Facility are further capped at an amount such that the aggregate amount of commitments under the 2026 Revolving Credit Facility shall not exceed 31% of the aggregate amount of the 2026 Facilities at the time such option is exercised.

The 2026 Credit Agreement replaces that certain Credit Agreement dated as of September 1, 2021, as amended, or the Prior Credit Agreement, by and among the Company, as borrower, the lenders from time to time party thereto and Macquarie Capital Funding, LLC, as administrative agent and collateral agent, which provided for a senior secured term loan with an original principal amount of $175.0 million and a $20.0 million senior secured revolving credit facility.

The 2026 Term Loan, the proceeds of which were used to (x) refinance existing indebtedness under the Prior Credit Agreement and (y) pay fees and expenses in connection with the closing of the 2026 Facilities, was fully funded on the Closing Date.

As of the Closing Date, there were no borrowings outstanding under the 2026 Revolving Credit Facility.

Each of the 2026 Facilities is scheduled to mature on March 9, 2031, or the Maturity Date, which is the fifth anniversary of the Closing Date.

Outstanding borrowings under the 2026 Facilities bear interest at a rate per annum (subject to increase during an event of default) equal to, at our election, either (i) a SOFR rate plus a margin ranging from 1.75% to 2.75% or (ii) a base rate plus a margin ranging from 0.75% to 1.75%, in each case, depending on our Consolidated Total Net Leverage Ratio.

A commitment fee ranging from 0.20% to 0.35% (depending on our Consolidated Total Net Leverage Ratio) is payable quarterly in arrears based on the average daily unused amount of the commitments under the 2026 Revolving Credit Facility until the Maturity Date.

The Consolidated Total Net Leverage Ratio is defined in the 2026 Credit Agreement and reflects a ratio of consolidated total indebtedness (net of unrestricted cash and cash equivalents up to $100.0 million) to consolidated EBITDA.

Fees are payable on outstanding letters of credit at a rate equal to the applicable margin for SOFR loans, plus certain customary fees payable solely to the issuer of the letter of credit.

We are required to make principal payments of the 2026 Term Loan on the last day of each quarter, commencing with the quarter ending June 30, 2026, in an amount equal to $1.125 million for the first three quarterly payments, approximately $1.688 million for the following eight quarterly payments, and $2.25 million for the final eight quarterly payments prior to the Maturity Date.

Quarterly principal payments of the 2026 Term Loan will continue until the Maturity Date, on which date (i) the outstanding principal amount of the 2026 Term Loan, together with accrued and unpaid interest thereon and other amounts owed under the 2026 Credit Agreement will be required to be paid in full and (ii) the outstanding principal amount of any borrowings under the 2026 Revolving Credit Facility, together with accrued and unpaid interest thereon and any other amounts owed under the 2026 Revolving Credit Facility will be required to be paid in full.

Subject to certain exceptions, we are also required to make mandatory prepayments of the 2026 Term Loan with the proceeds of asset sales, casualty and condemnation events and unpermitted debt issuances.

We may make voluntary prepayments of the borrowings under the 2026 Facilities at any time without premium or penalty.

The 2026 Facilities are and will be guaranteed by APUS and any subsidiaries that are, or may in the future be, required to become a party thereto as guarantors, or collectively, the Guarantors.

Our obligations under the 2026 Credit Agreement and the guarantee of such obligations are secured by a pledge of substantially all of our assets and will be secured by a pledge of substantially all of the assets of the Guarantors pursuant to the terms of the Security and Pledge Agreement dated as of the Closing Date by and among the Company, the Agent and the Guarantors from time to time party thereto, or the Security and Pledge Agreement.

The 2026 Credit Agreement contains affirmative and negative covenants customary for financings of this type, including limitations on our and our subsidiaries’ abilities, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge, or consolidate with others, dispose of assets, pay dividends and distributions, make capital expenditures and enter into affiliate transactions, in each case, subject to certain exceptions.

In addition, the 2026 Credit Agreement contains financial covenants that require us to (i) maintain a Consolidated Total Net Leverage Ratio of no greater than 2.50:1.00, (ii) maintain a Consolidated Interest Coverage Ratio of no less than 2.50:1.00 and (iii) maintain a minimum balance of domestic unrestricted cash and cash equivalents of $40.0 million.

The Consolidated Interest Coverage Ratio is defined in the 2026 Credit Agreement and reflects a ratio of consolidated EBITDA to consolidated interest expense.

The 2026 Credit Agreement also contains representations and warranties of the Company and of the Guarantors customary for financings of this type.

The 2026 Credit Agreement also includes events of default customary for financings of this type, in certain cases subject to customary periods to cure, following which the Agent may accelerate all amounts outstanding under the 2026 Facilities.

The foregoing descriptions of the 2026 Credit Agreement and the Security and Pledge Agreement are qualified by reference to the full text of the 2026 Credit Agreement and the Security and Pledge Agreement, which are filed as exhibits 10.19 and 10.20 to this Annual Report on Form 10-K, respectively, and are incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

34 unchanged sentences

3.2 Fifth Amended and Restated Bylaws of the Company (12)

3.3 Certificate of Designation of Series A Senior Preferred Stock (14)

4.1 Form of certificate representing the Common Stock, $0.01 par value per share, of the Company (2)

8 unchanged sentences

2017 Omnibus Incentive Plan (14)

10.5+ Amendment Number Four to the American Public Education, Inc.

2017 Omnibus Incentive Plan (19)

10.6+ American Public Education, Inc.

20 unchanged sentences

Sunderland, Jr.

10.17+ Offer Letter, dated August 29, 2025, by and between American Public Education, Inc.

and Edward Codispoti (20)

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

and D2L Ltd (10)

10.17 Credit Agreement, dated September 1, 2021, by and among American Public Education, Inc., the Lenders and Issuing Banks from time to time party thereto, Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc., and Truist Securities, Inc.

10.18 Amendment No.

1 to Credit Agreement, dated June 12, 2023, by and among American Public Education, Inc., Macquarie Capital Funding LLC, as administrative agent for the Lenders (18)

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.

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

and Redwood Master Fund, Ltd., Redwood Drawdown Master Fund III, L.P., MSD SIF Holdings II, L.P.

and MSD Special Investments Fund II, L.P.

10.19* Credit Agreement, dated March 9, 2026, by and among American Public Education, Inc., the Guarantors, the Lenders and Issuing Lenders from time to time party thereto, and PNC Bank, National Association (filed herewith)

10.20* Security and Pledge Agreement, dated March 9, 2026, by and among American Public Education, Inc., the Obligors party thereto, and PNC Bank, National Association (filed herewith)

10.21 Cooperation Agreement, dated March 20, 2023, by and among 325 Capital LLC, 325 Capital Master Fund LP, 325 Capital GP LLC, Daniel M.

20 unchanged sentences

+ Management contract or compensatory plan or arrangement.

* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

* Portions of this exhibit have been redacted or omitted in compliance with Regulation S-K Item 601(b) and will be furnished supplementally upon request to the SEC.

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

18 unchanged sentences

(11) 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 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 SEC on May 24, 2022.

1 unchanged sentence

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 SEC on December 28, 2022.

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

7 unchanged sentences

(17) 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.

1 unchanged sentence

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

(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 May 27, 2025.

(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 October 20, 2025.

AMERICAN PUBLIC EDUCATION, INC.

8 unchanged sentences

Corporate and Other 1

1,265 ( 623 ) ( 642 ) —

Allowance for receivables $ 19,280 $ 20,785 $ ( 18,952 ) $ 21,113

11 unchanged sentences

Allowance for receivables $ 13,328 $ 17,484 $ ( 15,453 ) $ 15,359

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

1 Corporate and Other includes activity for GSUSA through the GSUSA Sale Date.

Pursuant to the requirements of Section 13 or 15(d) 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.

8 unchanged sentences

Selden (Principal Executive Officer)

/s/ Richard W.

Sunderland, Jr., CPA March 6, 2025 Executive Vice President and

Sunderland, Jr., CPA Chief Financial Officer

/s/ Edward H.

Codispoti March 12, 2026 Executive Vice President and

Codispoti Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

* March 6, 2025 Chairperson of the Board of Directors

* March 6, 2025 Director

* March 12, 2026 Board Chair

* March 12, 2026 Director

James Kenigsberg

* March 12, 2026 Director

Robinson, Jr.

Sunderland, Jr., by signing his name hereto, does hereby sign this report on behalf of the directors of the registrant above whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the Securities and Exchange Commission.

/s/ Richard W.

Sunderland, Jr.

Richard Statuto

Codispoti., by signing his name hereto, does hereby sign this report on behalf of the directors of the registrant above whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the Securities and Exchange Commission.

/s/ Edward H.

Attorney in Fact

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.

What changed 10-K

Item 9A. Controls and Procedures