American Public Education (APEI) president gets PSU share grant; some withheld for taxes

Rhea-AI Filing Summary

AMERICAN PUBLIC EDUCATION INC reported that President of APUS, Nuno S. Fernandes, received a grant of 13,770 shares of Common Stock on March 10, 2026 as part of a performance-based restricted stock unit award under the 2017 Omnibus Incentive Plan.

The award reflects achievement of adjusted earnings per share and revenue goals for the fiscal year ended December 31, 2025 and is scheduled to vest in three roughly equal installments on March 10, 2026, February 4, 2027, and February 4, 2028. On the same date, 1,807 shares were withheld to cover tax obligations related to PSU vesting, leaving Fernandes with 90,675 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

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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)
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)		13,770	A	$0	92,482	D
Common Stock, par value $.01	03/10/2026		F(2)		1,807	D	$45.51	90,675	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.
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FAQ

What did Nuno S. Fernandes acquire in APEI’s latest Form 4 filing for APEI?

Nuno S. Fernandes received a grant of 13,770 shares of APEI Common Stock as part of a performance-based restricted stock unit award tied to 2025 adjusted EPS and revenue goals under the company’s 2017 Omnibus Incentive Plan.

What performance period triggered the PSU award for APEI President Nuno S. Fernandes?

The PSU award for Nuno S. Fernandes reflects a level of achievement of adjusted earnings per share and revenue performance measures for American Public Education’s fiscal year ended December 31, 2025, directly linking the stock grant to the company’s 2025 financial performance.

How and when will Nuno S. Fernandes’ APEI PSU award vest?

The award is scheduled to vest in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028, spreading the vesting over three years to align Fernandes’ compensation with longer-term company performance.

Why were some APEI shares disposed of in Nuno S. Fernandes’ Form 4?

The filing shows 1,807 APEI shares were disposed of as a tax-withholding transaction. The company withheld these shares of Common Stock to satisfy income tax obligations arising from the vesting of performance-based restricted stock units.

How many APEI shares does Nuno S. Fernandes hold after these transactions?

After the March 10, 2026 grant and related tax withholding, Nuno S. Fernandes directly holds 90,675 shares of American Public Education Common Stock, showing his ongoing equity stake following the performance-based PSU vesting events.