Item 2. Unregistered Sales of Equity Securities
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 (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3)
January 1, 2026 — — — — 5,979,687
January 1 - January 31, 2026 — — — 66,582 5,979,687
February 1 - February 28, 2026 — — — 297,411 5,979,687
March 1 - March 31, 2026 17,840 56.07 17,840 — 48,999,720
Total 17,840 $ 56.07 17,840 — $ 48,999,720
(1) On March 10, 2026, our Board approved a common stock repurchase program of up to $50.0 million in the aggregate. This program replaces the prior repurchase authorizations described in footnotes 3 and 4 of this table.
(2) On December 9, 2011, our Board approved a common stock repurchase program under which we could annually purchase up to the cumulative number of shares issued or deemed issued in that year under our equity incentive and stock purchase plans. The authorization under this repurchase program was terminated in connection with our March 2026 purchase authorization as described in footnote 2 of this table.
(3) On May 2, 2019, our Board approved a common stock repurchase program of up to $35.0 million, and on December 5, 2019, our Board approved an additional authorization of up to $25.0 million. Further, on November 27, 2023, our Board approved an additional authorization of up to $10.0 million. The authorization under this program was terminated in connection with our March 2026 purchase authorization as described in footnote 2 of this table.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
I te m 5. Other Information
During the three months ended March 31, 2026, 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.
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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
Thomas A. Beckett
SVP, General Counsel and Secretary
Modification (March 16, 2026) (1) Rule 10b5-1 Trading Arrangement Up to ( 14,000 ) (2)
12/31/2026 (3)
(1) On March 16, 2026, Mr. Beckett modified his Rule 10b5-1 trading arrangement adopted on November 24, 2025, or the Original Beckett Arrangement. A description of the material terms of the Original Beckett Arrangement is incorporated herein by reference from the Annual Report. The modification constituted a termination of the Original Beckett Arrangement and the adoption of a new Rule 10b5-1 trading arrangement, or the Modified Beckett Arrangement, pursuant to Rule 10b5-1 under the Exchange Act. Sales under the Modified Beckett Arrangement will not begin until expiration of the applicable 90-day cooling-off period, or June 15, 2026.
(2) The figure presented represents shares to be sold upon the vesting of equity awards. The actual number of shares under the Modified Beckett Arrangement may be different than the aggregate number of shares listed due to tax withholdings.
(3) The Modified Beckett Arrangement will expire upon the earlier to occur of the completion of all eligible sales during the final sale period from December 15, 2026, through December 31, 2026, and December 31, 2026.
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Item 6. Exhibits
Exhibit No. Exhibit Description
10.1* 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 (1)
10.2* Security and Pledge Agreement, dated March 9, 2026, by and among American Public Education, Inc., the Obligors party thereto, and PNC Bank, National Association (1)
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. (2)
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. (2)
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. (3)
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)
* 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 Annual Report on Form 10-K (File No. 001-33810), filed with the SEC on March 12, 2026.
(2) Filed herewith.
(3) Furnished herewith.
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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 May 11, 2026
Angela Selden
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Edward H. Codispoti May 11, 2026
Edward H. Codispoti
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.