American Public Education (APEI) CMO gets 5,277 RSUs and tax share withholdings

Rhea-AI Filing Summary

American Public Education, Inc. senior vice president and chief marketing officer Karmela Gaffney reported routine equity compensation and related tax withholding transactions in company stock. On February 2, 2026, she received 5,277 restricted stock units (RSUs) at $0 per share under the 2017 Omnibus Incentive Plan. These RSUs vest in three equal annual installments starting on the first anniversary of the grant date.

On January 30–31, 2026, the issuer withheld a total of 3,300 shares of common stock (in three separate transactions coded "F") to cover tax obligations tied to the vesting of time-based and performance-based RSUs. After these transactions, Gaffney beneficially owned 30,271 shares of common stock directly.

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^*

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)
01/30/2026

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	01/30/2026		F(1)		1,239	D	$41.78	27,055	D
Common Stock, par value $.01	01/31/2026		F(2)		838	D	$42.3	26,217	D
Common Stock, par value $.01	01/31/2026		F(3)		1,223	D	$42.3	24,994	D
Common Stock, par value $.01	02/02/2026		A		5,277(4)	A	$0	30,271	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 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.

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

4. RSUs granted pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Edward Codispoti, Attorney-in-Fact	02/03/2026
	** 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).
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FAQ

What insider activity did APEI executive Karmela Gaffney report?

Karmela Gaffney reported a grant of 5,277 restricted stock units and related tax share withholdings. The company withheld 3,300 shares to cover taxes on vesting RSUs, and she held 30,271 common shares directly after these transactions.

How many RSUs did APEI grant to Karmela Gaffney in February 2026?

American Public Education granted Karmela Gaffney 5,277 restricted stock units on February 2, 2026. The grant was issued at $0 per share under the 2017 Omnibus Incentive Plan and vests in three equal annual installments beginning one year after the grant date.

Why were APEI shares withheld from Karmela Gaffney in January 2026?

The company withheld shares from Karmela Gaffney to satisfy tax withholding obligations on vesting restricted stock units. On January 30–31, 2026, three "F" coded transactions reflected 3,300 common shares withheld for taxes on both time-based and performance-based RSUs.

How many APEI shares does Karmela Gaffney own after these Form 4 transactions?

Following the reported January and February 2026 transactions, Karmela Gaffney beneficially owned 30,271 shares of American Public Education common stock. This figure reflects the RSU grant and the tax-related share withholdings disclosed in the Form 4 filing.

How do the newly granted APEI RSUs to Gaffney vest over time?

The 5,277 RSUs granted to Karmela Gaffney vest in three equal annual installments. Vesting begins on the first anniversary of the February 2, 2026 grant date, under American Public Education’s 2017 Omnibus Incentive Plan, providing a multi-year equity incentive.

Were Karmela Gaffney’s January 2026 APEI transactions open-market sales?

No, the January 2026 transactions were not open-market sales. They were coded “F” and represent share withholdings by American Public Education to cover Gaffney’s tax obligations arising from vesting restricted stock units and performance-based RSUs.