Fernandes Nuno S. 4

What Happened
Nuno S. Fernandes, President of APUS (a subsidiary of American Public Education, Inc. / APEI), received a grant of 7,256 restricted stock units (RSUs) on 2026-02-02. To cover tax withholding on RSU vesting, the issuer withheld a total of 7,109 shares in three withholding transactions on 2026-01-30 and 2026-01-31, resulting in deemed dispositions valued at $61,542, $97,079 and $141,324 respectively (aggregate withholding value $299,945). The RSU grant itself was reported at $0.00 per share (typical for equity awards).

Key Details

• Transactions reported:
  • 2026-01-30: 1,473 shares withheld at $41.78 each — $61,542 (Disposition, tax withholding).
  • 2026-01-31: 2,295 shares withheld at $42.30 each — $97,079 (Disposition, tax withholding).
  • 2026-01-31: 3,341 shares withheld at $42.30 each — $141,324 (Disposition, tax withholding, performance-based RSUs).
  • 2026-02-02: Grant of 7,256 RSUs at $0.00 — acquisition (award).
• Net effect: 7,256 RSUs granted minus 7,109 shares withheld = ~147 RSUs retained by Fernandes.
• Shares owned after transaction: not disclosed in the Form 4 provided.
• Footnotes: Withholdings (F1–F3) were to satisfy tax obligations on RSU vesting; F4 notes RSUs are under the 2017 Omnibus Incentive Plan and vest in three equal annual installments starting one year after grant.
• Filing: Form 4 filed 2026-02-03. The filing lists the transactions and includes Exhibit 24 (Power of Attorney).

Context
These were not open-market sales. The "Disposed" entries reflect shares withheld by the company to satisfy tax withholding on RSU vesting (a routine administrative action), while the Feb 2 line is an RSU award. Such withholdings are common and do not necessarily indicate the insider is selling shares for investment reasons.