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)
April 1, 2026 — — — — $ 48,999,720
April 1, 2026 - April 30, 2026 70,365 56.86 70,365 — 44,999,077
May 1, 2026 - May 31, 2026 — — — — 44,999,077
June 1, 2026 - June 30, 2026 — — — — 44,999,077
Total 70,365 $ 56.86 70,365 — $ 44,999,077
(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 2 and 3 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 1 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 1 of this table.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
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I te m 5. Other Information
The Company and Mark Arnold, President of RU, determined on August 5, 2026, that his employment will end effective August 20, 2026. Subject to his execution and non-revocation of a separation agreement and general release of claims, Mr. Arnold will receive severance benefits under the terms of the American Public Education, Inc. Executive Severance Plan (the “Plan”) consistent with the provisions for a termination of Mr. Arnold’s employment by us without “Cause” or by Mr. Arnold for “Good Reason,” each as defined in the Plan. A copy of the Plan is filed as Exhibit 10.2 to our Current Report on Form 8-K filed on May 15, 2017. We have begun the process of identifying the next leader of our Health+ division.
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 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.
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
Chief Innovation and Technology Officer
May 14, 2026 Rule 10b5-1 Trading Arrangement Up to (9,600)(1)
4/30/2027(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 will expire upon the earlier to occur of the completion of all eligible sales during the final sale period from April 22, 2027 through April 30, 2027, and the date listed in the table.
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Item 6. Exhibits
Exhibit No. Exhibit Description
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. ( 1 )
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. (1)
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. (2)
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) Filed herewith.
(2) 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 August 10, 2026
Angela Selden
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Edward H. Codispoti August 10, 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.