Gaffney Karmela 4

4 · AMERICAN PUBLIC EDUCATION INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

APEI SVP Karmela Gaffney Receives RSU Award; Shares Withheld for Taxes

What Happened

Karmela Gaffney, SVP and Chief Marketing Officer of American Public Education, had 3,300 shares withheld to cover tax withholding related to vested RSUs (disposed shares totaling $138,945) and was also granted 5,277 restricted stock units (RSUs) on 2026-02-02. The withholding transactions were recorded as disposals: 1,239 shares @ $41.78 (1/30/2026) and two withholdings of 838 and 1,223 shares @ $42.30 (1/31/2026), totaling $51,765, $35,447 and $51,733 respectively. The grant (5,277 RSUs) shows an acquisition at $0.00 (standard for RSU awards).

Key Details

Transaction dates/prices:
- 2026-01-30: 1,239 shares withheld @ $41.78 = $51,765 (tax withholding)
- 2026-01-31: 838 shares withheld @ $42.30 = $35,447 (tax withholding)
- 2026-01-31: 1,223 shares withheld @ $42.30 = $51,733 (tax withholding)
- 2026-02-02: 5,277 RSUs granted @ $0.00 (acquired)
Total shares withheld (disposed): 3,300; total value withheld: $138,945.
Shares owned after the transactions: not specified in the provided filing.
Footnotes: withholdings were to satisfy tax obligations on RSU vesting (including performance-based RSUs); RSUs granted under the 2017 Omnibus Incentive Plan vest in three equal annual installments beginning on the first anniversary of the grant.
Filing: Form 4 filed 2026-02-03 (period of report 2026-01-30). No late filing is indicated in the provided data.

Context

These disposals are tax-withholding transactions (issuer withheld shares to cover taxes) rather than open-market sales — they generally do not signal a decision to sell stock for cash. The new RSU grant vests over time (three equal annual installments), so the 5,277 RSUs are not immediately liquid shares.

Form 4

Period: 2026-01-30

SVP, Chief Marketing Officer

Transactions

Tax Payment
Common Stock, par value $.01
[F1]
2026-01-30$41.78/sh−1,239$51,765→ 27,055 total
Tax Payment
Common Stock, par value $.01
[F2]
2026-01-31$42.30/sh−838$35,447→ 26,217 total
Tax Payment
Common Stock, par value $.01
[F3]
2026-01-31$42.30/sh−1,223$51,733→ 24,994 total
Award
Common Stock, par value $.01
[F4]
2026-02-02+5,277→ 30,271 total

Footnotes (4)

[F1]The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of restricted stock units ("RSUs").
[F2]The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of RSUs.
[F3]The issuer withheld shares of Common Stock from the reporting person to pay the tax withholding obligations related to the vesting of performance-based RSUs.
[F4]RSUs granted pursuant to the American Public Education, Inc. 2017 Omnibus Incentive Plan, as amended. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

Signature

/s/ Edward Codispoti, Attorney-in-Fact|2026-02-03

2 files