American Public Education Files 8-K

TL;DR

APEI filed an 8-K on Jan 28, 2025. Check for updates.

AI Summary

On January 28, 2025, American Public Education, Inc. filed an 8-K report. The filing primarily concerns Regulation FD disclosures and financial statements/exhibits. No specific financial figures or material events were detailed in the provided excerpt.

Why It Matters

This filing indicates that American Public Education, Inc. is providing updates or disclosures to the SEC, which could contain important information for investors.

Risk Assessment

Risk Level: low — The provided text is a standard SEC filing header and does not contain specific operational or financial details that would indicate a change in risk.

Key Players & Entities

• AMERICAN PUBLIC EDUCATION INC (company) — Registrant
• 0001104659-25-006557 (accession_number) — Filing identifier
• January 28, 2025 (date) — Report date
• Delaware (jurisdiction) — State of incorporation
• 001-33810 (commission_file_number) — SEC file number
• 01-0724376 (irs_number) — IRS Employer Identification No.
• 111 W. Congress Street (address) — Principal executive offices street
• Charles Town (city) — Principal executive offices city
• West Virginia (state) — Principal executive offices state
• 25414 (zip_code) — Principal executive offices zip

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share APEI Nasdaq Globa

Filing Documents

• tm254578d1_8k.htm (8-K) — 34KB
• tm254578d1_ex99-1.htm (EX-99.1) — 9KB
• tm254578d1_ex99-1img001.jpg (GRAPHIC) — 127KB
• tm254578d1_ex99-1img002.jpg (GRAPHIC) — 304KB
• tm254578d1_ex99-1img003.jpg (GRAPHIC) — 235KB
• tm254578d1_ex99-1img004.jpg (GRAPHIC) — 173KB
• tm254578d1_ex99-1img005.jpg (GRAPHIC) — 202KB
• 0001104659-25-006557.txt ( ) — 1653KB
• apei-20250128.xsd (EX-101.SCH) — 3KB
• apei-20250128_lab.xml (EX-101.LAB) — 33KB
• apei-20250128_pre.xml (EX-101.PRE) — 22KB
• tm254578d1_8k_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure Combination of Institutions On January 28, 2025, American Public Education, Inc. (the "Company") announced its plan to combine American Public University System ("APUS"), Rasmussen University ("RU"), and Hondros College of Nursing ("HCN") into one consolidated institution to be named American Public University System, which would be a system encompassing all of the existing APUS, RU, and HCN programs, campuses, and operations (the "Combination"). The combined institution, as proposed, would have two divisions tentatively named (1) APUS Global, comprised of AMU and APU, and (2) Rasmussen, comprised of RU's campus-based and online nursing programs, RU's healthcare programs, HCN's campus-based healthcare programs, and RU's non-healthcare programs, with final division names to be determined closer to closing of the Combination. The Company currently anticipates the Combination could close in the third calendar quarter of 2025 and would be effective for purposes of Title IV programs by the end of 2025, subject to regulatory approvals. The Company's institutions today are united by a common focus on educating service minded students. In addition to building on this common focus, our institutions are pursuing the Combination in order to provide opportunities to expand our healthcare platform, accelerate our military and veteran focus, and position the institutional system for long-term sustainability. The Combination is also expected to provide enhanced academic choice to benefit students and faculty, simplify operations and accelerate innovation to help improve student outcomes, strengthen the financial position of the combined institutions, and strengthen compliance and risk management. APUS and RU have jointly submitted an application for a Change of Control, Structure or Organization to the Higher Learning Commission (the "HLC") seeking to have HLC consider the Combination at its June 2025 meeting. In addition to the HLC approv

Forward Looking Statements

Forward Looking Statements made in this Current Report on Form 8-K regarding the Company or its subsidiaries that are not historical facts are forward-looking

forward-looking statements can be identified by words such as "anticipate," "seek," "estimate,"

forward-looking statements can be identified by words such as "anticipate," "seek," "estimate," "expect," "plan," "preliminary," "propose," "will," and similar words or their opposites. Forward-looking statements include, without limitation, statements regarding the proposed Combination, regulatory notice and approval of the Combination, the timing of closing of the Combination, and compliance with the 90/10 Rule. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to: completing the Combination in an efficient, cost-effective manner, or at all; fully realizing the projected benefits of the Combination, if at all, or the possibility that it may take longer to realize those benefits than expected; delays, business disruption, increased costs, including from lost synergies, negative market reaction to the announcement of and planning for the Combination, and other challenges in connection with the Combination; attracting, retaining, and motivating key personnel during the pendency of the Combination and following its completion; uncertainty that the Combination will lead to improved student outcomes; the Combination requiring substantial management attention and detracting attention from the Company and its institutions' day-to-day business operations; regulatory and accrediting agency actions, requirements, reviews, changes or new requirements or legislation; compliance with the "90/10 Rule"; changing market demands; business performance and the ability to attract students; loss of eligibility to participate in Title IV, tuition assistance or veterans assistance programs or ability to process related aid; the Company's dependence on and the need to continue to invest in its technology infrastructure, including with respect to third-party vendors; and the various risks described in the

Financial Statements and Exhibits

Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 American Public Education, Inc. Plan for Combination of Institutions: American Public University System, Rasmussen University & Hondros College of Nursing, dated January 28, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. American Public Education, Inc. Date: January 28, 2025 By: /s/ Richard W. Sunderland, Jr. Richard W. Sunderland, Jr., Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR