Director for American Public Education (APEI) granted 2,135 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Braner Michael David reported acquisition or exercise transactions in this Form 4 filing.
AMERICAN PUBLIC EDUCATION INC director Michael David Braner received an equity grant of 2,135 common shares as compensation for board service. The award was granted at no cash cost under the company’s non-employee director compensation policy and reflects restricted stock that vests based on the timing of annual stockholder meetings.
Following this grant, Braner is shown with 25,380 shares of common stock held directly. The filing also lists large indirect positions held through affiliated investment vehicles, including 347,498 shares held by 325 Capital Master Fund LP and 836,234 shares held by 325 Capital LLC. The report is filed jointly by Braner and several 325 Capital entities, all of whom disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Braner Michael David, 325 Capital Master Fund LP, 325 Capital GP, LLC, FRIEDBERG DANIEL M., Shrivastava Anil K, 325 CAPITAL LLC
Role
null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common stock, $.01 par value | 2,135 | $0.00 | -- |
| holding | Common stock, $.01 par value | -- | -- | -- |
| holding | Common stock, $.01 par value | -- | -- | -- |
Holdings After Transaction:
Common stock, $.01 par value — 25,380 shares (Direct, null);
Common stock, $.01 par value — 836,234 shares (Indirect, By: 325 Capital LLC)
Footnotes (1)
- This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders. Mr. Braner serves on the Board of Directors of the Issuer (the "Board") as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board membership. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates, and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates. Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325. Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
Key Figures
Director equity grant: 2,135 shares
Direct holdings after grant: 25,380 shares
Indirect holdings via 325 Capital Master Fund LP: 347,498 shares
+2 more
5 metrics
Director equity grant
2,135 shares
Restricted stock award to non-employee director on 2026-05-22
Direct holdings after grant
25,380 shares
Common stock held directly by Michael David Braner after transaction
Indirect holdings via 325 Capital Master Fund LP
347,498 shares
Common stock held indirectly, nature of ownership "By: 325 Capital Master Fund LP"
Indirect holdings via 325 Capital LLC
836,234 shares
Common stock held indirectly, nature of ownership "By: 325 Capital LLC"
Grant price per share
$0.0000/share
Stated transaction price for the 2,135-share director grant
Key Terms
restricted stock, non-employee directors, separately managed accounts, pecuniary interest, +2 more
6 terms
restricted stock financial
"each non-employee director receives an annual equity award of restricted stock at each annual meeting"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
non-employee directors financial
"Under the director compensation policy for non-employee directors of American Public Education, Inc."
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
separately managed accounts financial
"Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325"
A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.
pecuniary interest financial
"Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
beneficially own financial
"they may be deemed to beneficially own the securities beneficially owned by 325"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
investment manager financial
"325 serving as the investment manager to such SMAs"
FAQ
What insider transaction did APEI report for Michael David Braner?
American Public Education reported a grant of 2,135 common shares to director Michael David Braner. This was an equity award under the non-employee director compensation policy, not an open-market trade, and was granted at a stated price of $0.0000 per share.
What indirect APEI holdings are reported for 325 Capital-affiliated entities?
The filing lists 347,498 American Public Education shares held indirectly through 325 Capital Master Fund LP and 836,234 shares held indirectly through 325 Capital LLC. These positions are reported jointly with the individuals and entities associated with 325 Capital, subject to stated beneficial ownership disclaimers.
Is the APEI Form 4 transaction a stock purchase or sale?
The Form 4 reflects an acquisition coded as a grant, not a market purchase or sale. Director Michael David Braner received 2,135 common shares as an equity award under the company’s director compensation policy, with no cash consideration indicated in the transaction price per share.
Why are multiple 325 Capital entities included in the APEI Form 4 filing?
Multiple 325 Capital entities and individuals are listed because they may be deemed to beneficially own shares held by 325 Capital Master Fund LP, 325 Capital LLC, and separately managed accounts. The filing clarifies their relationships and includes standard disclaimers limiting beneficial ownership to actual pecuniary interests.
How does APEI compensate non-employee directors with equity?
Under American Public Education’s director compensation policy, each non-employee director receives an annual restricted stock award at each annual stockholder meeting. The award vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of stockholders, aligning director incentives with shareholders.