Fernandes Nuno S. 4

What Happened
Nuno S. Fernandes, President of American Public Education, Inc. (APUS), was awarded 13,770 performance-based restricted stock units (PSUs) on 2026-03-10 (report filed 2026-03-12). The filing shows 13,770 shares acquired at $0.00 (award). To satisfy tax withholding obligations related to the vesting, 1,807 shares were withheld/disposed at $45.51 per share, generating proceeds of $82,237. Net shares added from this transaction = 13,770 − 1,807 = 11,963 shares.

Key Details

• Transaction date: 2026-03-10; Form 4 filed: 2026-03-12 (appears timely).
• Award type/code: A = Award/Acquisition of 13,770 PSUs; F = shares withheld for tax withholding (1,807 shares at $45.51 = $82,237).
• Net shares received (per filing math): 11,963 shares.
• Footnote F1: These are performance-based RSUs under the 2017 Omnibus Incentive Plan reflecting fiscal 2025 performance; the award vests in three approximately equal installments (Mar 10, 2026; Feb 4, 2027; Feb 4, 2028).
• Footnote F2: The company withheld shares to pay the reporting person’s tax withholding obligations.
• Shares owned after the transaction are not specified in the filing.

Context
This was not an open-market purchase or sale by Fernandes but a compensation award tied to company performance (PSUs). The withholding of 1,807 shares is a routine, cashless method to cover taxes upon vesting and does not by itself indicate a decision to liquidate holdings for investment reasons. The award vests over time per the footnote schedule, so additional installments may result in future filings.