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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2025
American Public Education, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33810 | 01-0724376 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
111 W. Congress Street Charles Town, West Virginia |
25414 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 304-724-3700
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 |
| Common Stock, $0.01 par value per share | APEI | Nasdaq Global Select Market |
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 3.03 | Material Modification to Rights of Security Holders. |
The information contained in Item 5.03 of this Current Report on Form 8-K regarding the Certificate of Elimination (as defined below) is hereby incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 23, 2025, American Public Education, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) to its Fifth Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware eliminating from the Charter all matters set forth in the Certificate of Designation of Series A Senior Preferred Stock, as filed with the Secretary of State of the State of Delaware on December 28, 2022, with respect to its Series A Senior Preferred Stock, $0.01 par value per share (the “Preferred Stock”). A copy of the Certificate of Elimination relating to the Preferred Stock is listed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
| Item 8.01 | Other Events. |
On June 23, 2025, the Company redeemed all 400 outstanding shares of Preferred Stock at an amount equal to $111,137.88 per share (which is inclusive of $3,415.91 per share in accrued and unpaid dividends), or aggregate cash consideration of $44,455,152.00 (which is inclusive of $1,366,364.00 in accrued and unpaid dividends).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Certificate of Elimination of Series A Senior Preferred Stock of American Public Education, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 23, 2025 | By: | /s/ Richard W. Sunderland, Jr. |
| Richard W. Sunderland, Jr. | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
of
SERIES A SENIOR PREFERRED STOCK
of
AMERICAN PUBLIC EDUCATION, INC.
Pursuant to Section 151(g) of the Delaware General Corporation Law
American Public Education, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:
FIRST: That pursuant to the authority vested in the Board of Directors of the Company (the “Board”) in accordance with the provisions of the Certificate of Incorporation of the Company (as amended from time to time, the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing a series of 400 shares of preferred stock, par value $0.01 per share, of the Company designated as Series A Senior Preferred Stock (the “Series A Senior Preferred Stock”), subject to the Certificate of Designation of Series A Senior Preferred Stock of the Company (the “Certificate of Designation”), as filed with the Secretary of State of the State of Delaware on December 28, 2022.
SECOND: That the authorized shares of the Series A Senior Preferred Stock were redeemed on June 23, 2025 (the “Redemption Date”) are not outstanding and will not be issued by the Company pursuant to the Certificate of Designation (the “Redemption”).
THIRD: That pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, on June 12, 2025, the Board duly adopted the following resolutions at a meeting of the Board, approving the elimination of the Series A Senior Preferred Stock:
WHEREAS, the Board previously adopted resolutions creating and authorizing the Series A Senior Preferred Stock, subject to the Certificate of Designation;
WHEREAS, as a result of the Redemption, as of the Redemption Date, there will be no shares of Series A Senior Preferred Stock outstanding; and
WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to eliminate the Series A Senior Preferred Stock in accordance with Section 243 of the General Corporation Law upon consummation of the Redemption (the “Elimination”).
NOW, THEREFORE, BE IT RESOLVED, that the Elimination hereby is authorized, approved, and adopted in all respects; and
RESOLVED FURTHER, that the Authorized Officers are, and each of them hereby is, authorized by and on behalf of the Company to prepare, execute, and deliver to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the General Corporation Law in order to effect the Elimination, and any and all additional documents required to be filed therewith.
FOURTH: That, in accordance with Section 151(g) of the General Corporation Law, the Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to Series A Senior Preferred Stock.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed and subscribed this Certificate of Elimination and does affirm the foregoing as true under the penalties of perjury on this 23rd day of June 2025.
| AMERICAN PUBLIC EDUCATION, INC. | ||
| By: | /s/ Richard W. Sunderland, Jr. | |
| Name: | Richard W. Sunderland, Jr. | |
| Title: | Chief Financial Officer | |