AMERICAN PUBLIC EDUCATION INC·4

May 27, 4:24 PM ET

Braner Michael David 4

4 · AMERICAN PUBLIC EDUCATION INC · Filed May 27, 2026

Research Summary

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American Public Education (APEI) Director Michael Braner Receives Award

What Happened
Michael Braner, a director of American Public Education, Inc. (APEI), was granted 2,135 restricted shares on 2026-05-22 under the company's non‑employee director compensation program. The shares were reported as acquired at $0.00 (transaction code A — award/grant), so no cash was paid for the award in this filing.

Key Details

  • Transaction date: 2026-05-22; Form 4 filed: 2026-05-27.
  • Shares granted: 2,135 restricted shares; acquisition price reported: $0.00; total reported value: $0.
  • Vesting: Per the issuer’s director compensation policy, these annual restricted stock awards vest on the earlier of the one‑year anniversary or the next annual meeting of stockholders. (Footnote F2)
  • Shares owned after transaction: not specified in the filing.
  • Footnotes/ownership nuance: This Form 4 is a joint filing by 325 Capital entities and three individuals. 325 Capital and affiliated funds have economic interest in the securities; Mr. Braner disclaims direct beneficial ownership of the reported securities except for any indirect interest through 325 and its affiliates (Footnotes F1, F3–F5).
  • Timeliness: The grant occurred 2026-05-22 and the Form 4 was filed 2026-05-27 (five days later). Section 16 filings are generally due within two business days of a transaction; this filing was submitted later than that interval.

Context
This was a routine director equity grant (award of restricted stock) rather than a market purchase or sale. Such awards are common compensation for non‑employee directors and do not necessarily signal a personal buy/sell decision by the director; the filing also clarifies that the economic interest in these shares is tied to 325 Capital and its funds rather than direct personal ownership by Mr. Braner.

Insider Transaction Report

Form 4
Period: 2026-05-22
Transactions
  • Award

    Common stock, $.01 par value

    [F1][F2][F3]
    2026-05-22+2,13525,380 total
Holdings
  • Common stock, $.01 par value

    [F1][F4]
    (indirect: By LLC)
    836,234
  • Common stock, $.01 par value

    [F1][F5]
    (indirect: By: 325 Capital Master Fund LP)
    347,498
Footnotes (5)
  • [F1]This Form 4 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  • [F2]Under the director compensation policy for non-employee directors of American Public Education, Inc., each non-employee director receives an annual equity award of restricted stock at each annual meeting of stockholders that vests on the earlier of the anniversary of the award date and the date of the next annual meeting of stockholders.
  • [F3]Mr. Braner serves on the Board of Directors of the Issuer (the "Board") as a representative of 325 and its affiliates, 325 is entitled to receive the direct economic interest in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board membership. Mr. Braner disclaims beneficial ownership of the Issuer's securities to which this report relates, and at no time has Mr. Braner had any economic interest in such securities except any indirect economic interest through 325 and its affiliates.
  • [F4]Securities owned directly by certain separately managed accounts ("SMAs") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMAs. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, they may be deemed to beneficially own the securities beneficially owned by 325.
  • [F5]Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master Fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.

Documents

1 file
  • 4
    form413281003_05262026.xmlPrimary

    OWNERSHIP DOCUMENT