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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):
October 14, 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. ¨
Section 2 – Financial Information
Item 2.02 Results
of Operations and Financial Condition.
On October 14, 2025, American Public Education,
Inc. (the “Company”), provided an update on third quarter financial results and an update on the estimated impact of the temporary
suspension of the U.S. Department of Defense tuition assistance (“TA”) program resulting from the ongoing U.S. federal government
shutdown.
Third Quarter Results
As compared to the third quarter 2025 guidance
range as previously disclosed on August 6, 2025 in the Company’s earnings release, the Company expects its third quarter 2025 results
to exceed the top-end of its guidance range for consolidated revenue. The Company also expects to exceed the top end of its previously
disclosed guidance range for net course registrations for American Public University System (“APUS”). Previously, the August
6, 2025, press release disclosed third-quarter student enrollments for Rasmussen University and Hondros College of Nursing.
These preliminary results are based on management’s
initial analysis of operations for the quarter ended September 30, 2025, and information currently available to management. These preliminary
results do not reflect all necessary information for an understanding of the Company’s financial condition as of September 30, 2025,
or its results of operations for the quarter ended September 30, 2025, and are subject to completion of the Company’s financial
closing procedures. As such, these expected results may vary from the Company’s actual results for the three and nine months ended
September 30, 2025, which the Company expects to report in November. The preliminary results have not been audited or reviewed by the
Company's independent registered public accounting firm.
Government Shutdown
APUS estimates that, as a result of the government
shutdown and temporary suspension of the TA program, approximately 12,700 course registrations were dropped for non-payment on October
11, 2025, for students who intended to use TA funds. This is the first time since 2013 that APUS has dropped course registrations for
students using TA funds due to a government shutdown. (Approximately 1,700 course registrations were not dropped for students using
TA funds that had been authorized in the prior government fiscal year.) Accordingly, APUS estimates that, as a result of the government
shutdown, its revenue in October 2025 will be approximately $9.6 million lower than it otherwise would have been and net course registrations
in October 2025 declined by approximately 35% as compared to October 2024. Had the government shutdown not occurred, APUS believes
that its October 2025 net course registrations would have increased as compared to October 2024.
At this time, the Company is evaluating opportunities
to mitigate the impact of the government shutdown but, due to the continuing government shutdown, it is unable to determine the full impact
that the government shutdown may have on fourth quarter and full year 2025 operating results.
Forward Looking Statements
Statements made in this Current Report on
Form 8-K regarding the Company or its subsidiaries that are not historical facts are forward-looking statements based on current
expectations, assumptions, estimates and projections about the Company and the industry. In some cases, forward-looking statements
can be identified by words such as "anticipate," "believe," "seek," "could," "estimate,"
"expect," "intend," "may," "plan," "should," "will," "would," and similar
words or their opposites. Forward-looking statements include, without limitation, statements regarding the Company's future path,
expected growth, registration, revenues and the impact of the government shutdown on potential and current students, the Company
and APUS.
Forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks
and uncertainties include, among others, risks related to: the Company’s failure to comply with regulatory and accrediting agency
requirements, including the "90/10 Rule", and to maintain institutional accreditation and the impacts of any actions the Company
may take to prevent or correct such failure; changes in the postsecondary education regulatory environment as a result of U.S. federal
elections, including any changes by or as a result of actions of the current administration to the operations of ED or changes to or the
elimination or implementation of laws, regulations, standards, policies, and practices; potential or actual government shutdowns; the
impact, timing, and projected benefits of the planned combination of APUS, Rasmussen University, and Hondros College of Nursing into one
consolidated institution; the Company’s dependence on the effectiveness of its ability to attract students who persist in its institutions'
programs; changing market demands; declines in enrollments at the Company’s subsidiaries; the Company’s inability to effectively
market its institutions' programs; the Company’s inability to maintain strong relationships with the military and maintain course
registrations and enrollments from military students; the loss or disruption of the Company’s ability to receive funds under Title
IV or TA programs or the reduction, elimination, or suspension of federal funds; adverse effects of changes the Company makes to improve
the student experience and enhance the ability to identify and enroll students who are likely to succeed; the Company’s need to
successfully adjust to future market demands by updating existing programs and developing new programs; the Company’s loss of eligibility
to participate in Title IV programs or ability to process Title IV financial aid; economic and market conditions and changes in interest
rates; difficulties involving acquisitions; the Company’s indebtedness and preferred stock, including the refinancing or redemption
thereof; the Company’s dependence on and the need to continue to invest in its technology infrastructure, including with respect
to third-party vendors; the inability to recognize the anticipated benefits of the Company’s cost savings and revenue generating
efforts; the Company’s ability to manage and limit its exposure to bad debt; and the various risks described in the “Risk
Factors” section and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other
filings with the SEC. You should not place undue reliance on any forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements for any reason, unless required by law, even if new information becomes available or other events
occur in the future.
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: |
October 14, 2025 |
By: |
/s/ Richard W. Sunderland, Jr. |
| |
|
|
Richard
W. Sunderland, Jr., |
| |
|
|
Executive Vice President
and Chief Financial Officer |
