AMERICAN PUBLIC EDUCATION INC
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
APEI$39.09+4.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. FORM 10-K SUMMARY
None.
| INDEX TO EXHIBITS | ||
| Exhibit No. | Exhibit Description | |
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of the Company (1) | |
| 3.2 | Fifth Amended and Restated Bylaws of the Company (12) | |
| 4.1 | Form of certificate representing the Common Stock, $0.01 par value per share, of the Company (2) | |
| 4.2 | Description of Securities (13) | |
| 10.1+ | American Public Education, Inc. 2017 Omnibus Incentive Plan (6) | |
| 10.2+ | Amendment Number One to the American Public Education, Inc. 2017 Omnibus Incentive Plan (8) | |
| 10.3+ | Amendment Number Two to the American Public Education, Inc. 2017 Omnibus Incentive Plan (11) | |
| 10.4+ | Amendment Number Three to the American Public Education, Inc. 2017 Omnibus Incentive Plan (14) | |
| 10.5+ | Amendment Number Four to the American Public Education, Inc. 2017 Omnibus Incentive Plan (19) | |
| 10.6+ | American Public Education, Inc. Executive Severance Plan (6) | |
| 10.7+ | American Public Education, Inc. Employee Stock Purchase Plan (2) | |
| 10.8+ | Amendment to the American Public Education, Inc. Employee Stock Purchase Plan (4) | |
| 10.9+ | Amendment Number Two to the American Public Education, Inc. Employee Stock Purchase Plan (8) | |
| 10.10+ | Amendment Number Three to the American Public Education, Inc. Employee Stock Purchase Plan (15) | |
| 10.11+ | APUS Non-Qualified Plan (5) | |
| 10.12+ | Form of Indemnification Agreement with directors and executive officers (2) | |
| 10.13+ | Executive Employment Agreement, dated August 21, 2019, by and between American Public Education, Inc. and Angela Selden (7) | |
| 10.14+ | Amendment to Executive Employment Agreement, dated September 23, 2020, by and between American Public Education, Inc. and Angela Selden (9) | |
| 10.15+ | Employment Agreement dated August 1, 2014, by and among American Public University System, Inc., American Public Education, Inc. and Richard W. Sunderland, Jr. (3) | |
| 10.16+ | Transition and Release Agreement, dated June 13, 2024, by and among American Public Education, Inc., American Public University System, Inc. and Richard W. Sunderland, Jr. (17) | |
| 10.17+ | Offer Letter, dated August 29, 2025, by and between American Public Education, Inc. and Edward Codispoti (20) | |
| 10.18* | D2L Master Terms and Conditions Agreement, dated as of October 31, 2019 by and between American Public University System, Inc. and D2L Ltd (10) | |
| 10.19* | Credit Agreement, dated March 9, 2026, by and among American Public Education, Inc., the Guarantors, the Lenders and Issuing Lenders from time to time party thereto, and PNC Bank, National Association (filed herewith) | |
| 10.20* | Security and Pledge Agreement, dated March 9, 2026, by and among American Public Education, Inc., the Obligors party thereto, and PNC Bank, National Association (filed herewith) | |
| 10.21 | Cooperation Agreement, dated March 20, 2023, by and among 325 Capital LLC, 325 Capital Master Fund LP, 325 Capital GP LLC, Daniel M. Friedberg, Anil K. Shrivastava, and Michael D. Braner (16) | |
| 19.1 | Amended and Restated Policy on Insider Trading (filed herewith) | |
| 21.1 | List of Subsidiaries (filed herewith) | |
| 23.1 | Consent of Deloitte & Touche LLP (filed herewith) | |
| 24 | Power of Attorney (filed herewith) | |
| 31.1 | Certification of Chief Executive officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 97 | Incentive Compensation Recovery Policy (18) |
| EX-101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| EX-101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| EX-101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| EX-101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| EX-101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| EX-101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| + | Management contract or compensatory plan or arrangement. | |
| * | Portions of this exhibit have been redacted or omitted in compliance with Regulation S-K Item 601(b) and will be furnished supplementally upon request to the SEC. | |
| (1) | Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the SEC on November 14, 2007. | |
| (2) | Incorporated by reference to exhibit filed with Registrant’s Registration Statement on Form S-1 (File No. 333-145185). | |
| (3) | Incorporated by reference to exhibit filed with Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 (File No. 001-33810), filed with the SEC on August 5, 2014. | |
| (4) | Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the SEC on June 17, 2014. | |
| (5) | Incorporated by reference to exhibit filed with Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 001-33810), filed with the SEC on February 27, 2014. | |
| (6) | Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the SEC on May 15, 2017. | |
| (7) | Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the SEC on August 22, 2019. | |
| (8) | Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K (File No. 001-33810), filed with the SEC on May 18, 2020. | |
| (9) | Incorporated by reference to exhibit filed with Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (File No. 001-33810), filed with the SEC on November 9, 2020. | |
| (10) | Incorporated by reference to exhibit filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (File No. 001-33810) filed with the SEC on March 9, 2021. | |
| (11) | Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on May 24, 2022. | |
| (12) | Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on December 23, 2022. | |
| (13) | Incorporated by reference to exhibit filed with the Registrant’s Annual Report on Form 10-K (File No. 001-33810) filed with the SEC on March 14, 2023. | |
| (14) | Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on May 22, 2023. | |
| (15) | Incorporated by reference to exhibit filed with the Registrant’s Registration Statement on Form S-8 (File No. 001-33810) filed with the SEC on June 7, 2023. | |
| (16) | Incorporated by reference to exhibit filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (File No. 001-33810) filed with the SEC on August 8, 2023. | |
| (17) | Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on June 17, 2024. | |
| (18) | Incorporated by reference to exhibit filed with the Registrant’s Annual Report on Form 10-K (File No. 001-33810) filed with the SEC on March 5, 2024. | |
| (19) | Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on May 27, 2025. | |
| (20) | Incorporated by reference to exhibit filed with the Registrant’s Current Report on Form 8-K (File No. 001-33810) filed with the SEC on October 20, 2025. |
Schedule II
Valuation and Qualifying Accounts
| Balance atBeginning ofPeriod | Additions/ (Reductions) | Write-Offs | Balance atEnd of Period | |
|---|---|---|---|---|
| (in thousands) | ||||
| Year ended December 31, 2025: | ||||
| American Public University System Segment | $2,993 | $3,536 | $(2,367) | $4,162 |
| Rasmussen University Segment | 4,644 | 9,710 | (9,499) | 4,855 |
| Hondros College of Nursing Segment | 10,378 | 8,162 | (6,444) | 12,096 |
| Corporate and Other1 | 1,265 | (623) | (642) | — |
| Allowance for receivables | $19,280 | $20,785 | $(18,952) | $21,113 |
| Year ended December 31, 2024: | ||||
| American Public University System Segment | $2,770 | $2,281 | $(2,058) | $2,993 |
| Rasmussen University Segment | 3,922 | 8,348 | (7,626) | 4,644 |
| Hondros College of Nursing Segment | 8,130 | 7,211 | (4,963) | 10,378 |
| Corporate and Other | 537 | 728 | — | 1,265 |
| Allowance for receivables | $15,359 | $18,568 | $(14,647) | $19,280 |
| Year ended December 31, 2023: | ||||
| American Public University System Segment | $1,711 | $2,694 | $(1,635) | $2,770 |
| Rasmussen University Segment | 4,547 | 8,694 | (9,319) | 3,922 |
| Hondros College of Nursing Segment | 6,938 | 5,691 | (4,499) | 8,130 |
| Corporate and Other | 132 | 405 | — | 537 |
| Allowance for receivables | $13,328 | $17,484 | $(15,453) | $15,359 |
1 Corporate and Other includes activity for GSUSA through the GSUSA Sale Date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN PUBLIC EDUCATION, INC. | |||
| Date: | March 12, 2026 | By: | /s/ Angela K. Selden |
|---|---|---|---|
| Name: | Angela K. Selden | ||
| Title: | President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Name | Date | Title |
|---|---|---|
| /s/ Angela K. Selden | March 12, 2026 | President, Chief Executive Officer and Director |
| Angela K. Selden | (Principal Executive Officer) | |
| /s/ Edward H. Codispoti | March 12, 2026 | Executive Vice President and |
| Edward H. Codispoti | Chief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer) | |
| * | March 12, 2026 | Board Chair |
| Daniel S. Pianko | ||
| * | March 12, 2026 | Director |
| Granetta B. Blevins | ||
| * | March 12, 2026 | Director |
| Michael D. Braner | ||
| * | March 12, 2026 | Director |
| Anna M. Fabrega | ||
| * | March 12, 2026 | Director |
| Richard Statuto | ||
- Edward H. Codispoti., by signing his name hereto, does hereby sign this report on behalf of the directors of the registrant above whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the Securities and Exchange Commission.
| By: | /s/ Edward H. Codispoti |
|---|---|
| Edward H. Codispoti | |
| Attorney in Fact |
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