Fernandes Nuno S. 4

What Happened
Nuno S. Fernandes, President (APUS) of American Public Education, had a total of 3,684 shares withheld (disposed) by the issuer to satisfy tax-withholding obligations related to the vesting of restricted stock units (RSUs). The withholding occurred on 2026-02-09 in two lots: 1,651 shares at $44.15 ($72,892) and 2,033 shares at $44.15 ($89,757), for a combined value of $162,649. This is a routine tax-withholding disposition tied to RSU vesting, not a voluntary open-market sale.

Key Details

• Transaction dates: 2026-02-09 (filed on 2026-02-11). Filing appears timely (Form 4 is due within two business days).
• Prices: $44.15 per share for both withholdings.
• Shares withheld/disposed: 1,651 shares ($72,892) and 2,033 shares ($89,757); total 3,684 shares ($162,649).
• Shares owned after transaction: Not reported in this filing.
• Footnotes: F1 = issuer withheld shares to pay tax on performance-based RSU vesting; F2 = issuer withheld shares to pay tax on RSU vesting.
• Transaction code: F (tax withholding on vesting).

Context
This was a cashless-like withholding of vested RSUs to cover taxes—common for equity compensation—and should not be interpreted as an opportunistic sale by the insider. Such withholdings reduce outstanding shares held by the insider but are routine and primarily administrative.