Form 4: Fernandes Nuno S. reports disposition transactions in APEI

Rhea-AI Filing Summary

Fernandes Nuno S. reported disposition transactions in a Form 4 filing for APEI. The filing lists transactions totaling 3,684 shares at a weighted average price of $44.15 per share. Following the reported transactions, holdings were 80,745 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fernandes Nuno S.

(Last) (First) (Middle)

111 WEST CONGRESS STREET

(Street)

CHARLES TOWN WV 25414

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN PUBLIC EDUCATION INC [ APEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, APUS

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01	02/09/2026		F(1)		1,651	D	$44.15	80,745	D
Common Stock, par value $.01	02/09/2026		F(2)		2,033	D	$44.15	78,712	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of performance-based restricted stock units ("RSUs").

2. The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of RSUs.

	/s/ Edward Codispoti, Attorney-in-Fact	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did APEI executive Nuno S. Fernandes report?

Nuno S. Fernandes reported tax-related share dispositions. On February 9, 2026, American Public Education Inc. withheld shares of common stock from him to cover tax obligations arising from the vesting of performance-based RSUs and RSUs, rather than executing open-market sales.

How many APEI shares were withheld for Nuno S. Fernandes’ tax obligations?

A total of two blocks of shares were withheld. The company withheld 1,651 shares and 2,033 shares of American Public Education Inc. common stock at a price of $44.15 per share to cover Fernandes’ tax withholding requirements on vested restricted stock units.

Were Nuno S. Fernandes’ APEI transactions open-market sales?

No, the transactions were tax-withholding dispositions. The Form 4 shows code “F,” meaning the issuer withheld shares to pay tax liabilities on vesting RSUs. These dispositions differ from discretionary open-market sales and are typically automatic when awards vest.

What role does Nuno S. Fernandes hold at American Public Education Inc (APEI)?

Nuno S. Fernandes serves as President of APUS. The Form 4 identifies him as an officer of American Public Education Inc., holding the title President, APUS, which explains why his equity transactions in company stock must be reported under Section 16 insider reporting rules.

What is transaction code F on the APEI Form 4 for Nuno S. Fernandes?

Transaction code F indicates tax-withholding dispositions. The filing explains that American Public Education Inc. withheld shares of common stock from Fernandes to satisfy tax withholding obligations related to the vesting of performance-based restricted stock units and regular RSUs.