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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): October 20, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2025, American Public Education, Inc. (the “Company”) announced that Edward H. Codispoti has been appointed as the Company’s next Executive Vice President and Chief Financial Officer (“CFO”), effective October 20, 2025 (the “Transition Date”). Mr. Codispoti succeeds Richard Sunderland, Jr., who pursuant to the transition arrangements previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2024 (the “Transition 8-K”), will remain a non-executive employee of the Company to assist with the transition until his expected retirement ninety (90) days after the Transition Date.
Biographical Information Regarding Edward Codispoti
Mr. Codispoti, 54, served as the Chief Financial Officer of NV5 Global, Inc. (“NV5”) from June 2019 until October 2025, including through the merger of NV5 with Acuren Corporation in August 2025. Prior to NV5, Mr. Codispoti was the Chief Financial Officer of Ilumno Holdings, Ltd. from May 2017 until June 2019 and Chief Financial Officer of JetSmarter, Inc. from October 2016 to March 2017. He served in various capacities for TradeStation Group, Inc., including Chief Financial Officer from June 2011 to August 2016, Chief Accounting Officer from February 2010 to June 2011 and Corporate Controller and Vice President of Accounting from September 2007 to May 2011. Mr. Codispoti began his career at Arthur Andersen, LLP. He is a Certified Public Accountant and a Member of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants.
Terms of Employment with Mr. Codispoti
Pursuant to the terms of an Offer Letter, dated as of August 29, 2025 (the “Offer Letter”), by and between the Company and Mr. Codispoti, Mr. Codispoti will receive for fiscal year 2025 an annual base salary of $530,000 and is eligible for a base pay increase in the first quarter of 2027, subject to approval of the Management Development and Compensation Committee of the Company’s Board of Directors (the “MDC Committee”).
Mr. Codispoti will also receive (i) a signing bonus of $70,000, payable on the first regular payroll date following the Transition Date, subject to repayment if Mr. Codispoti’s employment is terminated within 12 months of the Transition Date, unless such termination was by the Company without cause or on account of Mr. Codispoti’s death or disability; and (ii) an initial equity grant of restricted stock units (“RSUs”) on the Transition Date, in an amount determined by dividing $300,000 by the average closing price of the Company’s common stock for the 60 days ending on the Transition Date, vesting in equal installments on the first three anniversaries of the Transition Date, subject to Mr. Codispoti’s continued employment through the applicable vesting date.
Beginning in calendar year 2026, subject to MDC Committee approval, Mr. Codispoti will be eligible to participate in the Company’s non-equity incentive plan, with his first year bonus being up to 50% of his base salary and up to an additional 50% of his base salary based upon the achievement of organizational performance goals and certain “stretch” performance goals. For calendar year 2026, subject to MDC Committee approval, Mr. Codispoti will also be eligible to receive performance stock units (“PSUs”) as part of the Company’s long-term incentive programs applicable to senior executives of the Company, with a recommended target value expected to be $300,000. Beginning in calendar year 2027, subject to MDC Committee approval, Mr. Codispoti will also be eligible to participate in the Company’s long term incentive programs applicable to senior executives of the Company, which currently includes RSU grants in addition to PSUs.
Mr. Codispoti will be entitled to participate in all employee benefit plans, practices, and programs that are generally made available to senior executives of the Company. Effective October 20, 2026, Mr. Codispoti will become eligible to participate in the Company’s Executive Severance Plan.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the leadership transition is attached to this Current Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Offer Letter, dated August 29, 2025, by and between American Public Education, Inc. and Mr. Codispoti. |
| 99.1 | Press Release, dated October 20, 2025, issued by 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: | October 20, 2025 | By: | /s/ Thomas Beckett |
| Thomas Beckett | |||
| Senior Vice President and General Counsel | |||
Exhibit 10.1
August 29, 2025
Mr. Edward Codispoti
VIA EMAIL: edwardcodispoti@gmail.com
Dear Ed,
On behalf of APEI (or the “Company”), it is my pleasure to offer you the opportunity to join us as APEI’s Executive Vice President and Chief Financial Officer under the terms and subject to the contingencies described below. In this role, you will report directly to me as President and Chief Executive Officer of APEI. We are impressed with your track record as a proven, high-performing leader who delivers measurable results. Collectively, we are confident that you will fit strongly with APEI’s values and culture and will make a major contribution toward our success and results.
Start Date: Your start date (“Start Date”) will be such date as the Company and you mutually agree upon, but no later than October 20, 2025.
Compensation: The key components of your remuneration will be as follows:
| · | Your gross annual base salary for this full-time, exempt position will be $530,000 paid in accordance with APEI’s standard payroll practices, prorated based on your Start Date. |
| · | APEI currently has 26 scheduled pay periods per year, and we pay employees on Fridays on a bi-weekly basis, one week in arrears. All payments made to you as described in this letter will be less all customary and/or required deductions and withholdings. |
| · | Beginning in 2026, you will be eligible to participate in the Company’s annual short-term incentive plan. Your first-year bonus will be a target of 50% of base salary with a stretch opportunity of an additional 50% of base salary, and subject to achievement of organizational goals, as determined on an annual basis at the discretion of the Management Development and Compensation Committee of the Board of Directors of APEI (“MD&CC”), and in all cases subject to the applicable terms and conditions of the Company’s equity and compensation plans. |
| · | In connection with your commencement of employment, APEI will offer you a sign-on bonus of $70,000, to be paid on the next regular payroll date following your Start Date. You must repay this sign-on bonus to the Company on demand if within 1 year (12 months) of your Start Date, your employment terminates, unless such termination was by the Company without cause or on account of your death or disability. The sign on bonus payment shall be subject to all applicable deductions and withholdings. |
| · | In addition, in connection with your commencement of employment, MD&CC will authorize you to receive a time based restricted stock unit grant of shares of the Company's common stock equal to the number of shares determined by dividing $300,000 by the average closing price of APEI common stock for the 60 days ending on the Start Date (the “Grant Effective Date”) as determined by the Company. This sign-on equity award will be granted on the Grant Effective Date and shall vest one-third per year on the anniversary of the Grant Effective Date over a three-year period, subject to your continued service through each applicable vesting date and the terms of the award agreement for the grant. The sign-on equity award will be subject to the Company’s current equity plan and form of award agreement. |
| · | Beginning in calendar year 2026, subject to MD&CC approval, you will be eligible to participate in the performance portion of the APEI long-term incentive program applicable to Executive Vice Presidents, subject to its terms and conditions. Annual grants are determined each year, typically in late January or early February, by the MD&CC after a comprehensive market review conducted by our outside executive compensation advisor, presently Willis Towers Watson. Your recommended 2026 award target value is expected to be $300,000, all of which will be issued as Performance Stock Units. |
| · | Beginning in calendar year 2027, subject to MD&CC approval, you will be eligible to participate in the APEI long-term incentive program applicable to Executive Vice Presidents, subject to its terms and conditions. Annual grants are determined each year by the MD&CC after a comprehensive market review conducted by our outside executive compensation advisor, presently Willis Towers Watson. We are committed to offering a competitive long-term incentive program to reward executive and company performance. |
| · | You will also be eligible for a base pay increase during APEI’s annual compensation process in Q1 2027, subject to MD&CC approval. |
All payments made to you as described in this letter will be less all customary and/or required payroll deductions and withholdings.
Company Sponsored Benefits: You will be eligible to participate in the benefit plans and programs the Company makes available to its executive employees. Benefits available include company matched 401K and tuition reimbursement at any of our affiliated education units for you and your dependents. Additionally, you are eligible for paid sick leave and flexible time off without an annual cap. Such benefit plans and programs may be changed, amended, or terminated at any time by the Company.
Work Location: You will be designated as a hybrid remote and on-site employee, and your primary work location will be APEI’s Fort Lauderdale office. You understand that you may, at your option or as requested, periodically travel to work in the Company’s various office locations, including its headquartered location in Charlestown, WV, provided that all such “in office” work will be governed by the Company’s current and applicable policies.
Expenses: APEI will reimburse your reasonable expenses when traveling to and from any of the Company's locations other than your primary office and or any other locations in accordance with APEI’s ordinary policies for reimbursement of expenses for individuals traveling on Company business. You acknowledge that the foregoing reimbursements may constitute taxable income.
At-Will Employment: Please note that the Company is an at-will employer and, therefore, your employment is on an at-will basis, and the Company reserves the option to release you without cause or notice at any time. Likewise, as an “at-will” employee, you have the option to leave the Company without cause or notice at any time.
Documentation: To begin work, you will need to provide unexpired identification documents for completion of your Federal Form I-9. A complete listing of acceptable forms of documentation will be provided to you. Please note that you will not be permitted to work until the documentation is provided.
Executive Severance Plan: Effective on the one-year anniversary of your Start Date, the MD&CC will designate you a participant in the American Public Education, Inc. Executive Severance Plan (“Severance Plan”). A copy of this plan will be provided to you separately.
Ancillary Agreement: You will be subject to the Company's standard Inventions, Non-Solicitation and Non- Disclosure Agreement (“Covenants Agreement”). You must sign and comply with this document as a condition of employment.
Representation as to Restrictions: By signing this offer, you represent that you are not party to any agreement with a third-party preventing you from accepting this offer of employment or performing your employment obligations with APEI, and you will respect any and all valid obligations which you may have relating to restrictive covenants, confidentiality or proprietary information.
Choice of Law: This Agreement and all matters arising out of or relating to this Agreement, including any matters arising from the parties’ relationship, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of West Virginia, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of West Virginia.
Mandatory Choice of Forum: Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement, or otherwise relating to the relationship between the parties and all contemplated transactions, in any forum other than the United States District Court for the Northern District of West Virginia or, if such court does not have jurisdiction, the courts of the State of West Virginia sitting in Jefferson County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Northern District of West Virginia or, if such court does not have subject matter jurisdiction, the courts of the State of West Virginia sitting in Jefferson County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and shall be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
* * * * *
This is an important time in the history of the Company. I look forward to working with you and appreciate your commitment to the APEI mission. Please sign below via Adobe Sign to accept your offer under the terms set forth in this letter. This offer will remain open until close of business on September 5, 2025.
If you have any questions, please contact APEI’s Chief Human Resources Officer, Tanya Axenson, at taxenson@apei.com. We look forward to having you join our APEI team!
Sincerely,
/s/ Angela Selden
Chief Executive Officer
I, Edward Codispoti, accept this position based on the terms stated above.
| Agreed and Accepted: | /s/ Edward Codispoti |
Date: 9-2-2025
Exhibit 99.1
APEI Appoints Edward H. Codispoti as New Chief Financial Officer
CHARLES TOWN, W.V., Oct. 20, 2025 -- American Public Education, Inc. (Nasdaq: APEI) — American Public Education, Inc. (APEI) provides high-quality post-secondary education to power purpose, potential and prosperity for those in service to others. Today, APEI announced the appointment of Edward H. Codispoti as Executive Vice President and Chief Financial Officer (CFO). Mr. Codispoti will oversee all strategic financial planning, financial operations, investor relations, and capital structure priorities across APEI and its portfolio of institutions. Rick Sunderland, APEI’s current CFO, will transition to an advisory position for the near future to facilitate a smooth transition.
Mr. Codispoti joins APEI with more than 25 years of distinguished financial leadership experience, including with publicly traded companies, spanning a variety of industries, including technology, engineering, higher education, and financial services. He most recently served as Chief Financial Officer of NV5 Global, Inc., a global leader in technology and engineering consulting solutions for public and private sector clients across infrastructure, utility services, construction, real estate, environmental, and geospatial markets, from June 2019 to October 2025. During his tenure, he led the finance function through more than 45 M&A transactions, guiding NV5’s financial strategy and supporting the company’s continued expansion and value creation.
“I am very pleased to welcome Ed Codispoti to APEI,” said Angela Selden, President and CEO of APEI. “Ed’s strategic mindset, deep financial and operating expertise, and leadership experience across global organizations will be invaluable as we continue to drive our growth strategy, strengthen our financial position, and advance our mission.” Today, APEI is the number one educator of active-duty military and veterans through American Public University System, and a leading provider of pre-licensure ADN and PN programs through Rasmussen University and Hondros College of Nursing.
"I am thrilled to join APEI as its CFO and work alongside such an incredible leadership team,” said Codispoti. “Their dedication, vision, and collaborative spirit inspire me, and I am especially excited to support our institutions as we continue adding real value for students in their educational journeys. Together, we will work to empower learners to achieve their goals and shape the future through transformative higher education." Ms. Selden continued, “I also want to take this opportunity to thank Rick Sunderland for his dedicated service to APEI. For over 12 years he has been instrumental in building and shaping APEI’s financial, business and compliance strategies. During Rick’s tenure, APEI has navigated significant transformational changes across the enterprise, including the acquisition and integration of new institutions and the continued strengthening of APEI’s long-term position. Rick has been a steady hand, always steering APEI in the right direction through periods of growth and change, and his leadership has left a lasting impact on the organization.”
Prior to his role at NV5, Mr. Codispoti was Chief Financial Officer of Ilumno Holdings, Ltd., a higher education company providing learning platforms and technology solutions to universities throughout Latin America. His career also includes serving as Chief Financial Officer of JetSmarter and TradeStation Group, Inc., as well as holding senior finance and accounting positions at Kos Pharmaceuticals. Mr. Codispoti began his professional journey in public accounting with Arthur Andersen, LLP.
A Certified Public Accountant, Mr. Codispoti is a member of both the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. He holds a Bachelor of Accounting and a Master of Accounting from Florida International University.
About American Public Education
American Public Education, Inc. (Nasdaq: APEI), through its institutions American Public University System, Rasmussen University, and Hondros College of Nursing provides education that transforms lives, advances careers, and improves communities.
APUS, which operates through American Military University and American Public University, is the leading educator to active-duty military and veteran students* and serves approximately 88,000 adult learners worldwide via accessible and affordable higher education.
Rasmussen University is a 125-year-old nursing and health sciences-focused institution that serves approximately 14,900 students across its 20 campuses in six states and online. It also has schools of Business, Technology, Design, Early Childhood Education and Justice Studies.
Hondros College of Nursing focuses on educating pre-licensure nursing students at eight campuses (six in Ohio, one in Indiana, and one in Michigan). It is the largest educator of PN (LPN) nurses in the state of Ohio** and serves approximately 3,700 total students.
Both APUS and Rasmussen University are institutionally accredited by the Higher Learning Commission (HLC), an institutional accreditation agency recognized by the U.S. Department of Education. Hondros is accredited by the Accrediting Bureau of Health Education Schools (ABHES). For additional information, visit www.apei.com.
*Based on FY 2019 Department of Defense tuition assistance data, as reported by Military Times, and Veterans Administration student enrollment data as of 2024.
**Based on information compiled by the National Council of State Boards of Nursing and Ohio Board of Nursing.
Forward Looking Statements
Statements made in this press release regarding APEI or its subsidiaries that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. In some cases, forward-looking statements can be identified by words such as "will" and similar words or their opposites. Forward-looking statements include, without limitation, statements regarding APEI’s future path, expected growth, business and financial strategies, offerings to prospective and current students and Mr. Codispoti’s role as CFO.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, the various risks described in the “Risk Factors” section and elsewhere in APEI's Annual Report on Form 10-K for the year ended December 31, 2024, and in other filings with the SEC. You should not place undue reliance on any forward-looking statements. APEI undertakes no obligation to update publicly any forward-looking statements for any reason, unless required by law, even if new information becomes available or other events occur in the future.
Company Contact
Frank Tutalo
Director, Public Relations
American Public Education, Inc.
ftutalo@apei.com
571-358-3042
Investor Relations
Brian M. Prenoveau, CFA
MZ North America
Direct: 561-489-5315
APEI@mzgroup.us