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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 10, 2025
American
Public Education, Inc.
(Exact name
of registrant as specified in its charter)
| Delaware |
|
001-33810 |
|
01-0724376 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
111
W. Congress Street
Charles
Town, West Virginia |
|
25414 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 304-724-3700
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
APEI |
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On November 10, 2025, American Public Education, Inc. (the “Company”)
furnished a Current Report on Form 8-K (the “Original 8-K”) that attached as Exhibit 99.1 a copy of the Company’s
press release (the “Press Release”) reporting financial results for the three and nine months ended September 30, 2025.
The Company issued a corrected version of the Press Release (the “Corrected Press Release”), dated November 10, 2025,
to update full year 2025 net income guidance. The Corrected Press Release is furnished as Exhibit 99.1 to this Amendment No. 1 to Form
8-K. Other than the replacement of the Press Release with the Corrected Press Release, no other changes have been made to the Original
8-K.
Section 9 – Financial Statements
and Exhibits
| Item 9.01 |
Financial Statements and Exhibits. |
| |
99.1 |
Corrected American Public Education, Inc. press release reporting financial results for the three and nine months ended September 30, 2025. |
| |
|
|
| |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| |
|
American Public Education, Inc. |
| |
|
|
| Date: |
November 12, 2025 |
By: |
/s/ Edward Codispoti |
| |
|
|
Edward Codispoti |
| |
|
|
Executive Vice President and Chief Financial Officer |
