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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 22, 2026
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) |
Registrants 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 5
– Corporate Governance and Management
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 22, 2026, the Board of Directors (the “Board”) of American Public Education, Inc. (the “Company”)
appointed Shira Goodman to serve as a director of the Company, effective as of October 27, 2026,
to hold office for a term expiring at the 2027 Annual Meeting of Stockholders, and until a successor is duly elected and qualified, or
until Ms. Goodman’s earlier death, resignation, or removal. Ms. Goodman has also been appointed as a member of the Audit Committee
of the Board and the Management Development and Compensation Committee of the Board.
Ms.
Goodman will be compensated for her service on the Board in accordance with the Company’s non-employee director compensation policy,
as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 9, 2026, which
currently provides for, among things, an annual cash retainer of $80,000 and an annual grant of restricted stock having a value of $110,000
on the grant date. For 2026, Ms. Goodman will receive pro-rated amounts in accordance with the non-employee director compensation policy.
Additionally, the Company and
Ms. Goodman are entering into the Company’s standard indemnification agreement for executive officers and directors, which provides
for indemnification and advancement of expenses in connection with specified events arising in connection with her service as a member
of the Board, subject to the terms and conditions set forth therein.
Section
7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On October
27, 2026, the Company issued a press release announcing the appointment of Ms. Goodman to the Board. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9 – Financial Statements
and Exhibits
Item 9.01 Financial Statements and Exhibits.
| |
99.1 |
Press Release, dated October 27, 2026, issued by 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: |
October 27, 2026 |
By: |
/s/ Edward Codispoti |
| |
|
|
Edward Codispoti |
| |
|
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1

American Public Education,
Inc. Announces Appointment of Shira Goodman to Board of Directors
Former Staples CEO Brings
Leadership and Governance Expertise as James Kenigsberg Becomes APEI’s Permanent Chief Innovation and Technology Officer
Charles Town, W.Va.
— Oct. 27, 2026 – American Public Education, Inc. (Nasdaq: APEI), the parent company of American Public University
System, has appointed Shira Goodman to its board of directors. Goodman brings extensive executive leadership and corporate board experience
to APEI. During her 26-year career at Staples, which culminated in her appointment as CEO, she held leadership roles in marketing, human
resources and global growth. Goodman fills the board vacancy left by James Kenigsberg, who had stepped away from the APEI board last
year to serve as interim chief innovation and technology officer, and recently assumed the role permanently.
Goodman currently serves on
the boards of Burlington Stores, CBRE and Box Partners. She previously served on the boards of Staples, CarMax, Henry Schein, Stride
Rite and Reef Lifestyle, LLC and served as an advisory director at Charlesbank Capital. Earlier in her career, she was a manager at Bain
& Company, a global management consulting firm, where she helped develop the initial business plan for the Staples delivery business.
“Shira’s experience advising organizations on growth and
strategy while leading through transformational change will add valuable perspective as we advance our mission of empowering students
through education, helping them transform their lives, advance their careers and contribute to their communities,” said Angela
Selden, president and chief executive officer of American Public Education, Inc., and chancellor of American Public University System.
“We are delighted to welcome Shira to the APEI board.”
Kenigsberg will continue to lead the company’s technology transformation,
using artificial intelligence, intelligent systems and student-centered products to enhance the educational experience and help more
students achieve their academic and professional goals.
“We are so pleased that James has agreed to assume the chief
innovation and technology officer role on a permanent basis. It is a clear reflection of his personal commitment to the company’s
mission of expanding educational opportunities for service-minded students,” said Selden. “His thought leadership on advanced
technologies along with his global network of technology innovators will continue to propel our education units forward.”
In addition to Goodman’s corporate leadership and board experience,
she is an executive coach, who works primarily with purpose-driven leaders. In the nonprofit sector, she serves as chair of the Jim Joseph
Foundation. She previously held leadership roles with Combined Jewish Philanthropies of Boston, including serving as board chair, and
was a member of Harvard University’s Finance Committee.
“I am honored to join the APEI board of directors and support
its mission of transforming lives through education,” Goodman said. “I look forward to contributing to the company’s
continued success and helping advance opportunities for students.”
Goodman earned a master’s degree in management science from
the Massachusetts Institute of Technology Sloan School of Management, a J.D. from Harvard Law School and a bachelor’s degree from
Princeton University.
About American Public Education
American Public Education, Inc. (Nasdaq: APEI), through American Public
University System (the "System") empowers students through education to transform lives, advance careers, and serve their communities
locally and globally. With approximately 109,000 students and over 250,0001 alumni worldwide, the System includes four academic
units: American Military University (AMU), American Public University (APU), Rasmussen University (RU), and Hondros College of Nursing
(HCN). The System is accredited by the Higher Learning Commission, an institutional accreditation agency recognized by the U.S. Department
of Education. The System is a wholly owned subsidiary of American Public Education, Inc. (Nasdaq: APEI).
1As of June 30, 2026.
The System, including AMU, APU, RU, and HCN, is not affiliated
with the U.S. Military.
Forward Looking Statements
Statements made in this press release regarding APEI or its subsidiary
that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about
APEI and the industry. In some cases, forward-looking statements can be identified by words such as "will" and similar words
or their opposites. Forward-looking statements include, without limitation, statements regarding APEI's future path, expected growth,
business and financial strategies, offerings to prospective and current students, APEI’s technology transformation, Ms. Goodman’s
role as a director and Mr. Kenigsberg’s role as Chief Innovation and Technology Officer.
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, the various risks described in the "Risk Factors" section and elsewhere in APEI's Annual Report on Form
10-K for the year ended December 31, 2025, and in other filings with the SEC. You should not place undue reliance on any forward-looking
statements. APEI 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.
Media Contact
Meg Sheeley
Manager, Public Relations
MSheeley@apus.edu