APEI (NASDAQ: APEI) counsel gets PSU award, shares withheld for tax

Rhea-AI Filing Summary

AMERICAN PUBLIC EDUCATION INC senior vice president and general counsel Thomas Beckett reported a performance-based stock award and related tax withholding. He acquired 14,425 shares of common stock as part of a performance-based restricted stock unit award under the 2017 Omnibus Incentive Plan, tied to adjusted earnings per share and revenue for the fiscal year ended December 31, 2025. The award is scheduled to vest in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028. To cover tax obligations from the PSU vesting, the issuer withheld 2,169 shares at a price of $45.51 per share, leaving Beckett with 64,172 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^*

Beckett Thomas

(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, General Counsel

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	66,341	D
Common Stock, par value $.01	03/10/2026		F(2)		2,169	D	$45.51	64,172	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 insider transaction did APEI executive Thomas Beckett report on this Form 4?

Thomas Beckett reported receiving 14,425 shares of APEI common stock as a performance-based restricted stock unit award, with 2,169 shares withheld by the issuer to satisfy tax obligations related to the vesting of those PSUs, leaving him with 64,172 shares directly owned.

How many APEI shares does Thomas Beckett hold after these Form 4 transactions?

After these transactions, Thomas Beckett directly holds 64,172 shares of AMERICAN PUBLIC EDUCATION INC common stock. This figure reflects the 14,425-share performance-based award received and the withholding of 2,169 shares by the issuer to cover tax liabilities from PSU vesting.

What type of equity award did APEI grant to Thomas Beckett in this filing?

Thomas Beckett received a performance-based restricted stock unit (PSU) award under the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. The award is based on achievement of adjusted earnings per share and revenue performance measures for the fiscal year ended December 31, 2025.

What performance measures determine Thomas Beckett’s APEI PSU award in this Form 4?

The PSU award to Thomas Beckett is tied to adjusted earnings per share and revenue performance measures for AMERICAN PUBLIC EDUCATION INC’s fiscal year ended December 31, 2025. The number of shares reported reflects the level of achievement of these performance metrics as described in the award terms.

When will Thomas Beckett’s APEI performance-based stock units vest according to this report?

The performance-based restricted stock unit award is scheduled to vest in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028. Each vesting date delivers a portion of the award, subject to the terms of the 2017 Omnibus Incentive Plan.

Why did APEI withhold 2,169 shares from Thomas Beckett in this Form 4?

AMERICAN PUBLIC EDUCATION INC withheld 2,169 shares of common stock from Thomas Beckett to pay tax withholding obligations related to the vesting of his performance-based restricted stock units. This tax-withholding disposition used shares valued at $45.51 each to satisfy associated tax liabilities.