UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On June 13, 2025, American Public Education, Inc. (the “Company”) is issuing a notice of redemption to the holders of shares of its Series A Senior Preferred Stock, $0.01 par value per share (the “Preferred Stock”), pursuant to the terms set forth in the Certificate of Designation, as filed with the Secretary of State of the State of Delaware on December 28, 2022, notifying such holders that the Company has elected to redeem all 400 outstanding shares of Preferred Stock on June 23, 2025 at an amount of approximately $111,137.88 per share (which is inclusive of approximately $3,415.91 per share in accrued and unpaid dividends), or aggregate cash consideration of approximately $44,455,152.00 (which is inclusive of approximately $1,366,364.00 in accrued and unpaid dividends).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| American Public Education, Inc. | ||
| Date: June 13, 2025 | By: | /s/ Richard W. Sunderland, Jr. |
| Richard W. Sunderland, Jr. | ||
| Executive Vice President and Chief Financial Officer | ||