APEI (NASDAQ: APEI) HR chief reports PSU stock grant and tax withholding

Rhea-AI Filing Summary

AMERICAN PUBLIC EDUCATION INC senior vice president and chief HR officer Tanya Joy Axenson reported routine equity compensation activity. She received a grant of 14,425 shares of common stock at no cost as part of a performance-based restricted stock unit award tied to 2025 earnings per share and revenue goals. The award is scheduled to vest in three roughly equal installments on March 10, 2026, February 4, 2027, and February 4, 2028. On the same date, 1,729 shares at $45.51 per share were withheld by the company solely to cover tax obligations from the vesting of PSUs, not as an open-market sale. After these transactions, she directly owns 69,917 shares of common stock.

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^*

Axenson Tanya Joy

(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 HR Officer

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	71,646	D
Common Stock, par value $.01	03/10/2026		F(2)		1,729	D	$45.51	69,917	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 did APEI executive Tanya Joy Axenson report in this Form 4?

Tanya Joy Axenson reported a routine equity compensation grant of 14,425 APEI common shares at no cost and a related tax-withholding share disposition. These transactions reflect PSU-based compensation and tax coverage, not open-market buying or selling of stock.

How many APEI shares did Tanya Joy Axenson receive in the latest award?

She received 14,425 shares of APEI common stock at a price of $0.00 per share. This represents a performance-based restricted stock unit award granted under the company’s 2017 Omnibus Incentive Plan, tied to 2025 adjusted earnings per share and revenue targets.

Why were 1,729 APEI shares disposed of in Tanya Joy Axenson’s Form 4?

The 1,729 APEI shares were withheld by the company at $45.51 per share to satisfy tax withholding obligations from PSU vesting. This tax-withholding disposition is a non-market event and does not represent an open-market sale decision by the executive.

What performance period applies to Tanya Joy Axenson’s APEI PSU award?

The performance-based restricted stock unit award reflects achievement of adjusted earnings per share and revenue goals for APEI’s fiscal year ended December 31, 2025. Award sizing is therefore tied directly to the company’s 2025 financial performance metrics as specified in the compensation plan.

When will Tanya Joy Axenson’s new APEI PSU award vest?

The award will vest in three approximately equal installments on March 10, 2026, February 4, 2027, and February 4, 2028. This staggered schedule is designed to align compensation with multi-year company performance and ongoing executive service at American Public Education.

How many APEI shares does Tanya Joy Axenson own after these transactions?

Following the grant and related tax-withholding disposition, Tanya Joy Axenson directly owns 69,917 shares of APEI common stock. This post-transaction holding reflects her continuing equity stake after the latest PSU-related compensation activity and associated tax share withholding.