American Public Education insider tax-withholding reduces holdings by 3,210 shares

Rhea-AI Filing Summary

Nuno S. Fernandes, President of APUS and a director, reported a share disposition on 08/29/2025 for 3,210 shares of American Public Education, Inc. (APEI) at an effective price of $30.18 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations arising from the vesting of restricted stock units. After the withholding, the reporting person beneficially owns 82,249 shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/03/2025. This disclosure identifies the transaction as a tax-withholding disposition rather than an open-market sale.

Positive

• Transaction was an issuer withholding for tax obligations, not an open-market sale, indicating no immediate insider cashing out.
• Reporting person remains a significant stakeholder with 82,249 shares after the withholding.

Negative

• 3,210 shares were disposed to cover taxes, reducing the reporting person’s direct holdings.
• Disposition recorded at $30.18 per share, which removes that quantity from the insider’s share balance.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition following RSU vesting; not indicative of voluntary selling by the insider.

The Form 4 documents a common administrative action where the issuer withholds shares to satisfy tax obligations on vested restricted stock units. Because the disposal is coded as F(1), it reflects issuer withholding rather than a voluntary cash sale. This preserves the insider's remaining equity position at 82,249 shares and does not signal a change in ownership control. From a governance perspective, such filings are routine and expected after vesting events and do not, by themselves, imply negative governance issues.

Securities Analyst

TL;DR: Insider ownership modestly reduced by 3,210 shares via tax withholding; transaction size appears immaterial relative to total outstanding shares.

The transaction shows 3,210 shares were disposed at $30.18 per share as tax withholding following RSU vesting. The filer retains 82,249 shares after the withholding. The disposition method (withholding) means proceeds did not enter the market, limiting immediate market impact. Analysts tracking insider activity should note the nature of the disposal to avoid over-interpreting this as a liquidity-driven sale.

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)
08/29/2025

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	08/29/2025		F(1)		3,210	D	$30.18	82,249	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.

	/s/ Richard W. Sunderland, Jr., Attorney-in-Fact	09/03/2025
	** 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 did Nuno S. Fernandes report on Form 4 for APEI?

The filing reports that 3,210 shares were disposed on 08/29/2025 as tax withholding for vested restricted stock units.

Was the 3,210-share transaction an open-market sale?

No. The transaction is coded F(1), indicating the issuer withheld shares to satisfy tax withholding obligations rather than an open-market sale.

How many APEI shares does the reporting person own after the transaction?

The reporting person beneficially owns 82,249 shares following the reported withholding.

At what price were the withheld shares recorded?

The withheld shares were recorded at a price of $30.18 per share.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Richard W. Sunderland, Jr., Attorney-in-Fact on 09/03/2025.