American Public Education (APEI) holder reports 6.6% stake in 13D/A

Rhea-AI Filing Summary

American Public Education, Inc. received an amended Schedule 13D from 325 Capital and related reporting persons, who report beneficial ownership of 1,206,977 common shares, or 6.6% of the company’s stock. This percentage is based on 18,380,439 shares outstanding as of March 10, 2026.

The filing shows no sole voting or dispositive power; all 1,206,977 shares are controlled on a shared basis among the reporting entities and individuals. 325 Capital Master Fund directly holds 347,498 shares. Certain restricted stock granted to director Michael Braner is economically assigned to 325 Capital Master Fund.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

AMERICAN PUBLIC EDUCATION INC

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

02913V103

(CUSIP Number)

Michael Braner
325 Capital LLC, 757 Third Avenue, 20th Floor
New York, NY, 10017
646-774-2904

Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 02913V103

1

Name of reporting person

325 Capital Master Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 347,498.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 347,498.00

11

Aggregate amount beneficially owned by each reporting person

347,498.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 02913V103

1

Name of reporting person

325 Capital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 347,498.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 347,498.00

11

Aggregate amount beneficially owned by each reporting person

347,498.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 02913V103

1

Name of reporting person

325 CAPITAL LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,206,977.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,206,977.00

11

Aggregate amount beneficially owned by each reporting person

1,206,977.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 02913V103

1

Name of reporting person

Braner Michael David

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,206,977.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,206,977.00

11

Aggregate amount beneficially owned by each reporting person

1,206,977.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 02913V103

1

Name of reporting person

FRIEDBERG DANIEL M.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,206,977.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,206,977.00

11

Aggregate amount beneficially owned by each reporting person

1,206,977.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 02913V103

1

Name of reporting person

Shrivastava Anil K

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,206,977.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,206,977.00

11

Aggregate amount beneficially owned by each reporting person

1,206,977.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: AMERICAN PUBLIC EDUCATION INC
(c)	Address of Issuer's Principal Executive Offices: 111 W CONGRESS STREET, CHARLES TOWN, WEST VIRGINIA , 25414.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") amends the statement on Schedule 13D originally filed by the Reporting Persons on March 31, 2023, as amended (the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 8 shall have the meaning assigned to such term in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price for the 347,498 Shares beneficially owned directly by 325 Master Fund is approximately $6,481,594 (exclusive of brokerage commissions and other costs of execution). The aggregate purchase price for the 836,234 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $(7,011,303) (exclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the working capital of 325 Master Fund and the SMAs (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Mr. Braner has been awarded certain shares of restricted common stock in connection with his service as a director of the Issuer (the "Restricted Stock"), including (a) 2,405 shares of Restricted Stock awarded on March 28, 2023 which vested on May 19, 2023, (b) 12,738 shares of Restricted Stock awarded on May 19, 2023, which vested on May 17, 2024, (c) 4,350 shares of Restricted Stock awarded on May 17, 2024 which vested on May 17, 2025 and (d) 3,752 shares of Restricted Stock awarded on May 23, 2025, which vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer's 2026 annual meeting of stockholders. Because Mr. Braner serves on the Board as a representative of 325 Master Fund and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such shares of Restricted Stock to Mr. Braner, 325 Master Fund was entitled to receive all of the economic interests in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board position, for no consideration.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: As of the close of business on March 20, 2026, the Reporting Persons beneficially owned an aggregate of 1,206,977 Shares, which represented 6.6% of the outstanding Shares, based upon 18,380,439 Shares outstanding as of March 10, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026. The aggregate beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of the close of business on March 20, 2026.
(b)	Item 5(b) is hereby amended and restated to read as follows: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 1,206,977 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 1,206,977 The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Persons during the past 60 days are set forth in Exhibit 1 attached hereto and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Transactions in the Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

325 Capital Master Fund LP

Signature:	/s/ Michael Braner
Name/Title:	Michael Braner, Managing Member of 325 Capital GP, LLC, its General Partner
Date:	03/20/2026

325 Capital GP, LLC

Signature:	/s/ Michael Braner
Name/Title:	Michael Braner, Managing Member
Date:	03/20/2026

325 CAPITAL LLC

Signature:	/s/ Michael Braner
Name/Title:	Michael Braner, Managing Member
Date:	03/20/2026

Braner Michael David

Signature:	/s/ Michael Braner
Name/Title:	Michael Braner
Date:	03/20/2026

FRIEDBERG DANIEL M.

Signature:	/s/ Daniel Friedberg
Name/Title:	Daniel Friedberg
Date:	03/20/2026

Shrivastava Anil K

Signature:	/s/ Anil Shrivastava
Name/Title:	Anil Shrivastava
Date:	03/20/2026

FAQ

What ownership stake in APEI does 325 Capital report in this Schedule 13D/A?

The reporting persons disclose beneficial ownership of 1,206,977 shares of American Public Education common stock, representing 6.6% of the outstanding shares. This percentage is calculated using 18,380,439 shares outstanding as of March 10, 2026, from the company’s Form 10-K.

Who are the reporting persons in the APEI Schedule 13D/A filing?

The filing lists 325 Capital Master Fund, 325 Capital GP, LLC, 325 Capital LLC, and individuals Michael Braner, Daniel Friedberg, and Anil Shrivastava as reporting persons. They together report shared voting and dispositive power over 1,206,977 American Public Education shares.

How much of APEI stock does 325 Capital Master Fund directly own?

325 Capital Master Fund directly beneficially owns 347,498 shares of American Public Education common stock, equal to 1.9% of the class. The aggregate purchase price for these 347,498 shares is approximately $6,481,594, excluding brokerage commissions and execution costs, funded from the fund’s working capital.

How is voting and dispositive power over APEI shares allocated in this filing?

The Schedule 13D/A reports no sole power to vote or dispose of American Public Education shares. Instead, the reporting persons share voting and dispositive power over 1,206,977 shares, meaning decisions to vote or sell those shares are made collectively under their shared authority.

How does this APEI filing treat restricted stock awarded to director Michael Braner?

Michael Braner received several grants of restricted common stock for board service, with specified vesting dates from 2023 to 2026. Because he serves as a representative of 325 Capital, the filing states 325 Capital Master Fund is entitled to all economic interests in these board-related awards.

What funding sources were used to acquire the APEI shares reported in this 13D/A?

The filing explains that shares were purchased using working capital of 325 Capital Master Fund and separately managed accounts. These funds may at times include margin loans from brokerage firms in the ordinary course of business, covering both directly and indirectly held American Public Education shares.