UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2023
American Public Education, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33810 | | 01-0724376 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
111 W. Congress Street Charles Town, West Virginia | | 25414 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 304-724-3700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | APEI | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Information.
On March 16, 2023, the board of directors of American Public Education, Inc. (the “Company”) confirmed that the Company continued to have availability under its existing share repurchase program and authorized the Company to repurchase up to an additional $8.0 million of shares of the Company’s common stock under this program. The Company intends to pursue opportunities to use this program to repurchase additional shares. The share repurchases are subject to market conditions, applicable legal requirements and other factors. The repurchases may be made in open market transactions or privately negotiated transactions. The authorization does not obligate the Company to acquire any shares, and repurchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.
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: | March 17, 2023 | | By: | /s/ Richard W. Sunderland, Jr. |
| | | | | Richard W. Sunderland, Jr., |
| | | | | Executive Vice President and Chief Financial Officer |
