American Public Education retires all preferred shares in $44.5M cash deal

Rhea-AI Filing Summary

American Public Education, Inc. (NASDAQ: APEI) has eliminated its Series A Senior Preferred Stock. On 23 June 2025 the company filed a Certificate of Elimination with the Delaware Secretary of State, removing all provisions related to the preferred shares from its Fifth Amended and Restated Certificate of Incorporation. The elimination follows the full redemption of the outstanding preferred shares on the same date.

Redemption terms: the company repurchased all 400 preferred shares at $111,137.88 per share, a figure that includes $3,415.91 of accrued and unpaid dividends per share. Total cash consideration amounted to $44,455,152, of which $1,366,364 represented accumulated dividends.

The transaction removes the preferred class from APEI’s capital structure and extinguishes any future dividend obligations associated with the series. Exhibit 3.1 to the Form 8-K contains the filed Certificate of Elimination, and Exhibit 104 provides the inline XBRL cover-page data.

Positive

• Capital structure simplification: Elimination of Series A preferred shares leaves only common stock outstanding.
• Dividend obligation removed: Future cash outflows for preferred dividends cease following full redemption.

Negative

• Significant cash outlay: $44.46 million paid to redeem preferred shares may pressure near-term liquidity.

Insights

Financial Analyst

TL;DR: APEI spends $44.5 M cash to retire all preferred shares, simplifying capital structure; liquidity impact unclear.

The redemption and corresponding Certificate of Elimination terminate the Series A Senior Preferred Stock created in December 2022. Eliminating the class removes ongoing dividend drag and preference rights, yielding a cleaner equity stack that common shareholders may welcome. Conversely, the immediate $44.5 million cash outlay—roughly equal to several quarters of recent operating cash flow—reduces near-term liquidity and could constrain capital deployment unless financed by existing cash reserves or borrowing; the filing does not specify funding sources. Overall, from a valuation perspective the step is structurally positive but financially neutral until updated liquidity data are provided.

Corporate Governance Expert

TL;DR: Preferred class eliminated, enhancing one-share-one-vote alignment and governance clarity.

By filing the Certificate of Elimination, APEI removes all charter provisions related to the Series A Senior Preferred Stock, thereby simplifying its governance framework. This action ends the preferential rights, potential veto provisions, and dividend priority that can complicate board decision-making. Investors now face a single common equity class listed on Nasdaq, reducing complexity in proxy matters. The redemption price fully honored accrued dividends, mitigating legal or reputational risk. As no bylaw or fiscal-year changes accompany the filing, governance impact is largely structural but positive.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 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. ¨ 

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K regarding the Certificate of Elimination (as defined below) is hereby incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 23, 2025, American Public Education, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) to its Fifth Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware eliminating from the Charter all matters set forth in the Certificate of Designation of Series A Senior Preferred Stock, as filed with the Secretary of State of the State of Delaware on December 28, 2022, with respect to its Series A Senior Preferred Stock, $0.01 par value per share (the “Preferred Stock”). A copy of the Certificate of Elimination relating to the Preferred Stock is listed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On June 23, 2025, the Company redeemed all 400 outstanding shares of Preferred Stock at an amount equal to $111,137.88 per share (which is inclusive of $3,415.91 per share in accrued and unpaid dividends), or aggregate cash consideration of $44,455,152.00 (which is inclusive of $1,366,364.00 in accrued and unpaid dividends).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	3.1	Certificate of Elimination of Series A Senior Preferred Stock of American Public Education, Inc.
	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: June 23, 2025	By:	/s/ Richard W. Sunderland, Jr.
		Richard W. Sunderland, Jr.
		Executive Vice President and Chief Financial Officer

FAQ

What action did APEI (NASDAQ: APEI) take regarding its preferred stock?

APEI redeemed all 400 shares of its Series A Senior Preferred Stock and filed a Certificate of Elimination removing the class from its charter.

How much did APEI pay per preferred share in the June 23, 2025 redemption?

Each preferred share was redeemed for $111,137.88, including $3,415.91 of accrued dividends.

What was the total cash consideration for the preferred stock redemption?

Aggregate cash paid was $44,455,152, of which $1,366,364 represented accrued and unpaid dividends.

Does the filing indicate any change to APEI’s fiscal year or bylaws?

No. The Form 8-K only covers the Certificate of Elimination and redemption; there are no fiscal year or bylaw changes disclosed.

Where can investors find the Certificate of Elimination?

It is filed as Exhibit 3.1 to the Form 8-K dated June 23, 2025.