American Public Education (APEI) CMO granted PSUs; stock withheld for taxes

Rhea-AI Filing Summary

AMERICAN PUBLIC EDUCATION INC reported that SVP and Chief Marketing Officer Karmela Gaffney received a grant of 14,425 shares of common stock at no cost, in the form of performance-based restricted stock units under the 2017 Omnibus Incentive Plan.

The award is tied to adjusted earnings per share and revenue goals for the fiscal year ended December 31, 2025, and vests in three roughly equal installments on March 10, 2026, February 4, 2027, and February 4, 2028. To cover tax obligations from PSU vesting, 1,469 shares were withheld at a price of $45.51 per share, leaving Gaffney with 43,227 shares of common stock held directly after these transactions.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gaffney Karmela

(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)
	SVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A(1)		14,425	A	$0	44,696	D
Common Stock, par value $.01	03/10/2026		F(2)		1,469	D	$45.51	43,227	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. Performance-based restricted stock unit ("PSU") award pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. Award reflects a level of achievement of adjusted earnings per share and revenue performance measures for the issuer's fiscal year ended December 31, 2025. Award vests in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028.

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

	/s/ Edward Codispoti, Attorney-in-Fact	03/12/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did APEI disclose about Karmela Gaffney’s recent equity award?

APEI disclosed that Karmela Gaffney received 14,425 performance-based restricted stock units. These were granted at no cost under the 2017 Omnibus Incentive Plan and are tied to adjusted earnings per share and revenue performance for the 2025 fiscal year.

How do the new PSUs granted to APEI’s CMO vest over time?

The 14,425 PSUs vest in three approximately equal installments. Vesting dates are March 10, 2026, February 4, 2027, and February 4, 2028, aligning the award with multi-year performance and retention for APEI’s senior marketing executive.

Why were 1,469 APEI shares withheld from Karmela Gaffney?

1,469 shares were withheld to pay tax obligations related to PSU vesting. The company used common stock valued at $45.51 per share to satisfy required tax withholding, rather than requiring a separate cash payment from the executive.

How many APEI shares does Karmela Gaffney hold after these transactions?

After the award and tax withholding, Karmela Gaffney directly holds 43,227 APEI shares. This figure reflects the net position following the grant of 14,425 PSUs and the withholding of 1,469 shares for tax purposes.

What performance measures determine vesting of APEI’s new PSU award?

The PSU award depends on adjusted earnings per share and revenue performance. These measures are evaluated for APEI’s fiscal year ended December 31, 2025, and the resulting achievement level determines the number of shares ultimately delivered under the grant.