AMERICAN PUBLIC EDUCATION INC
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. Other Information
On August 4, 2025, the Board of Directors of the Company, or the Board, appointed James Kenigsberg as Interim Chief Innovation and Technology Officer of the Company and Mr. Kenigsberg resigned from the Board, including as Chair of the Nominating and Corporate Governance Committee of the Board and a member of the Management Development and Compensation Committee of the Board, in each case effective immediately. The Board reduced the size of the Board to six members effective as of that time.
On August 4, 2025, the Company and Craig MacGibbon determined that Mr. MacGibbon will step down from his role as Executive Vice President, Chief Information Officer, effective August 19, 2025. Mr. MacGibbon will receive severance benefits under the terms of the American Public Education, Inc. Executive Severance Plan consistent with the provisions for a termination of employment without cause. A copy of the Executive Severance Plan is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2017.
During the three months ended June 30, 2025, none of our directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as described in the table below.
| Name and Title | Date Adopted | Character of trading Agreement | Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement | Duration |
|---|---|---|---|---|
| James KenigsbergDirector | August 8, 2024 | Rule 10b5-1 Trading Arrangement | Up to (6,969) (1) | August 29, 2025 (2) |
| Michael D. Braner (3)Director | June 6, 2025 | Rule 10b5-1 Trading Arrangement | (4) | June 6, 2026 |
| (1) The figure presented represents shares to be sold upon the vesting of equity awards. | ||||
| (2) This trading arrangement was terminated on June 11, 2025, but would have otherwise permitted transactions through and including the earlier to occur of (a) the completion of all sales on the respective order entry date and (b) the date listed in the table. | ||||
| (3) This trading arrangement was entered into by 325 Capital LLC, a Delaware limited liability company (“325”). 325 serves as the investment manager of certain separately managed accounts (“SMAs”) and is deemed to beneficially own the shares directly held in the SMAs. Mr. Braner is a managing member of 325 and may be deemed to beneficially own the securities beneficially owned by 325. | ||||
| (4) This trading arrangement provides for the sale of shares held by each of 325’s SMAs whose value, as calculated each trading day for the duration of the trading agreement, equals or exceeds 15% of the aggregate value of assets held by the respective SMA; however, the sale of such shares on any given day may not exceed 10% of the daily average trading volume for such day. | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.