APEI (NASDAQ: APEI) APUS president reports 7,256 RSU grant and tax-share withholdings

Rhea-AI Filing Summary

American Public Education, Inc. (APEI) president of APUS, Nuno S. Fernandes, reported several equity-related transactions in company common stock. On February 2, 2026, he received an award of 7,256 restricted stock units (RSUs) at a price of $0 per share, increasing his directly held position to 82,396 shares.

On January 30 and 31, 2026, the issuer withheld a total of 7,109 shares at prices between $41.78 and $42.30 to cover tax obligations tied to vesting RSUs and performance-based RSUs. These withholdings are recorded as dispositions but function as tax payments rather than open-market sales.

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)
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)		1,473	D	$41.78	80,776	D
Common Stock, par value $.01	01/31/2026		F(2)		2,295	D	$42.3	78,481	D
Common Stock, par value $.01	01/31/2026		F(3)		3,341	D	$42.3	75,140	D
Common Stock, par value $.01	02/02/2026		A		7,256(4)	A	$0	82,396	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.
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FAQ

What insider transactions did APEI executive Nuno S. Fernandes report on this Form 4?

Nuno S. Fernandes reported one equity award and multiple tax-related share withholdings. He received 7,256 restricted stock units on February 2, 2026, and the company withheld 7,109 shares in late January 2026 to satisfy tax obligations on vesting RSUs and performance-based RSUs.

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

After the reported transactions, Nuno S. Fernandes directly owns 82,396 shares of American Public Education common stock. This figure reflects the new 7,256-share RSU grant and the issuer’s share withholdings for taxes tied to the vesting of RSUs and performance-based RSUs.

Were the January 2026 APEI insider transactions open-market sales?

The January 2026 entries are not open-market sales. The filing explains the issuer withheld 1,473, 2,295, and 3,341 shares to cover tax withholding obligations related to vesting restricted stock units and performance-based RSUs, so they function as tax payments rather than discretionary stock sales.

What are the terms of the 7,256 RSUs granted to Nuno S. Fernandes at APEI?

The 7,256 RSUs were granted under American Public Education’s 2017 Omnibus Incentive Plan. According to the filing, these RSUs vest in three equal annual installments, beginning on the first anniversary of the grant date, providing multi-year, stock-based compensation tied to continued service.

What do transaction code “F” entries mean in this APEI Form 4 filing?

In this Form 4, transaction code “F” reflects shares withheld by the issuer to pay tax withholding obligations. The company retained shares at prices around $41.78–$42.30 when restricted stock units and performance-based RSUs vested, reducing reported holdings but acting as tax settlement events.

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

According to the filing, Nuno S. Fernandes serves as an officer of American Public Education with the title “President, APUS.” This position associates him with leadership of the APUS segment while his equity awards and tax-related withholdings are reported as direct beneficial ownership transactions.