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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D/A 0000921895-23-000806 0001873893 XXXXXXXX LIVE 8 Common Stock, $0.01 par value per share 03/18/2026 false 0001201792 02913V103 AMERICAN PUBLIC EDUCATION INC 111 W CONGRESS STREET CHARLES TOWN WV 25414 Michael Braner 646-774-2904 325 Capital LLC 757 Third Avenue, 20th Floor New York NY 10017 Kenneth A. Schlesinger, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001972759 N 325 Capital Master Fund LP WC N E9 0.00 347498.00 0.00 347498.00 347498.00 N 1.9 PN 0001972758 N 325 Capital GP, LLC AF OO N DE 0.00 347498.00 0.00 347498.00 347498.00 N 1.9 OO 0001873893 N 325 CAPITAL LLC AF OO N DE 0.00 1206977.00 0.00 1206977.00 1206977.00 N 6.6 OO 0001908015 N Braner Michael David AF OO N X1 0.00 1206977.00 0.00 1206977.00 1206977.00 N 6.6 IN 0001448795 N FRIEDBERG DANIEL M. AF OO N X1 0.00 1206977.00 0.00 1206977.00 1206977.00 N 6.6 IN 0001908019 N Shrivastava Anil K AF OO N X1 0.00 1206977.00 0.00 1206977.00 1206977.00 N 6.6 IN Common Stock, $0.01 par value per share AMERICAN PUBLIC EDUCATION INC 111 W CONGRESS STREET CHARLES TOWN WV 25414 This Amendment No. 8 ("Amendment No. 8") amends the statement on Schedule 13D originally filed by the Reporting Persons on March 31, 2023, as amended (the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 8 shall have the meaning assigned to such term in the Schedule 13D. Item 3 is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 5. The aggregate purchase price for the 347,498 Shares beneficially owned directly by 325 Master Fund is approximately $6,481,594 (exclusive of brokerage commissions and other costs of execution). The aggregate purchase price for the 836,234 Shares beneficially owned by 325, as the investment manager of the SMAs, is approximately $(7,011,303) (exclusive of brokerage commissions and other costs of execution). The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the working capital of 325 Master Fund and the SMAs (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Mr. Braner has been awarded certain shares of restricted common stock in connection with his service as a director of the Issuer (the "Restricted Stock"), including (a) 2,405 shares of Restricted Stock awarded on March 28, 2023 which vested on May 19, 2023, (b) 12,738 shares of Restricted Stock awarded on May 19, 2023, which vested on May 17, 2024, (c) 4,350 shares of Restricted Stock awarded on May 17, 2024 which vested on May 17, 2025 and (d) 3,752 shares of Restricted Stock awarded on May 23, 2025, which vest on the earlier of the one year anniversary of the grant date and immediately prior to the Issuer's 2026 annual meeting of stockholders. Because Mr. Braner serves on the Board as a representative of 325 Master Fund and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such shares of Restricted Stock to Mr. Braner, 325 Master Fund was entitled to receive all of the economic interests in securities granted to Mr. Braner by the Issuer in respect of Mr. Braner's Board position, for no consideration. Item 5(a) is hereby amended and restated to read as follows: As of the close of business on March 20, 2026, the Reporting Persons beneficially owned an aggregate of 1,206,977 Shares, which represented 6.6% of the outstanding Shares, based upon 18,380,439 Shares outstanding as of March 10, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026. The aggregate beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of the close of business on March 20, 2026. Item 5(b) is hereby amended and restated to read as follows: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 1,206,977 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 1,206,977 The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons. Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Persons during the past 60 days are set forth in Exhibit 1 attached hereto and are incorporated herein by reference. Exhibit 1 - Transactions in the Securities 325 Capital Master Fund LP /s/ Michael Braner Michael Braner, Managing Member of 325 Capital GP, LLC, its General Partner 03/20/2026 325 Capital GP, LLC /s/ Michael Braner Michael Braner, Managing Member 03/20/2026 325 CAPITAL LLC /s/ Michael Braner Michael Braner, Managing Member 03/20/2026 Braner Michael David /s/ Michael Braner Michael Braner 03/20/2026 FRIEDBERG DANIEL M. /s/ Daniel Friedberg Daniel Friedberg 03/20/2026 Shrivastava Anil K /s/ Anil Shrivastava Anil Shrivastava 03/20/2026