AMERICAN PUBLIC EDUCATION INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a−101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

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Message from our Board Chair

April 8, 2025

Dear Stockholders:

We cordially invite you to join us for the 2025 Annual Meeting of Stockholders of American Public Education, Inc., which will be held virtually on Friday, May 23, 2025, at 8:30 a.m. EDT athttp://www.virtualshareholdermeeting.com/APEI2025. Hosting a virtual meeting aligns with our long history of providing online education and demonstrates our dedication to inclusivity and access. This format not only includes enhanced opportunities for engagement and interaction through the Q&A forum and other platform features but also accommodates those unable to attend in person, ensuring accessibility for all stakeholders.

I am honored to write to you as the new Board Chair. In addition to my appointment as Board Chair in March 2025, we also recently welcomed Richard J. Statuto to the Board and announced that Eric “Ric” C. Andersen and William G. Robinson, Jr., who have served as members of our Board since 2012 and 2016, respectively, have chosen not to stand for re-election, with their service concluding at the 2025 Annual Meeting. Ric has served as the longstanding Board Chair, and Bill has served as the chair of our Management Development and Compensation Committee and in other roles. On behalf of the entire Board, we express deep appreciation to Ric and Bill for their invaluable contributions and strategic leadership during their time as Board members.

APEI continues to prioritize the student experience and learning outcomes. As an example of the success of our students, I wanted to take this opportunity to recognize American Public University System’s (“APUS”) first Fulbright Scholar, Andreea Mosila, a doctoral student. She plans to conduct groundbreaking research on climate change and its implications for global security. I am extremely proud of her and all our students’ accomplishments. Our focus remains on outcomes that support real world career opportunities and positive ROI on student investment in their education. In 2024, 23 of our 25 Rasmussen University (“RU”), and three of our four Hondros College of Nursing (“HCN”), nursing reporting entities met state NCLEX pass rate thresholds.

Our Board remains focused on overseeing key strategic initiatives. In 2024, APEI began undertaking efforts to simplify its operating structure, which we believe will improve long-term financial and operating results. As part of these efforts, in January 2025 APEI announced the plan to combine APUS, RU, and HCN into one consolidated institution, American Public University System (the “System”). The System will have two divisions, initially named (i) APUS Global, comprised of American Military University and American Public University and (ii) Rasmussen, comprised of RU’s campus-based and online nursing programs, RU’s healthcare programs, HCN’s campus-based nursing programs, and RU’s non-healthcare programs. Combining and expanding our nursing campus footprint will allow us to enhance academic choice and expand support services for students and alumni, while strengthening our ability to address the growing demand for nursing and other clinical roles in the healthcare ecosystem. In addition, we believe the planned combination will lead to synergies that strengthen compliance and risk management strategies in our military and veterans’ division while unlocking more access to education for military families as well.

Our Board also remains focused on continued improvement of APEI’s financial results and value creation for stockholders. In 2024, our financial accomplishments included revenue of $624 million, and fully-diluted earnings per share available to common stockholders of $0.55, and year-over-year enrollment growth at APUS, RU and HCN.

At the Annual Meeting, we will be asking you to elect seven director nominees to the Board of Directors, as detailed in the attached proxy statement. Details about the qualifications of our director nominees and why we believe they are the right individuals to represent your interests can be found starting on page 26. We believe all seven of our director nominees embody our commitment to strong governance.

As discussed in the Compensation Discussion and Analysis section, which begins on page 45, in 2024, we continued our commitment to compensation practices designed to attract, incentivize, retain, and reward the talent needed to maintain and strengthen our position in career-minded adult education and to achieve our business objectives. At the Annual Meeting, we will be asking for approval, on a non-binding advisory basis, of the compensation paid to our named executive officers.

As discussed, beginning on page 87, our Audit Committee has again selected Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025, and we will be asking you to ratify that appointment.

This year we are also asking stockholders to approve certain amendments to our 2017 Omnibus Incentive Plan. We strongly believe that equity ownership by our employees is critical to aligning the interests of our employees with our stockholders and that the amendments discussed on page 34 will allow us to foster that alignment and help us recruit and retain executive talent in a competitive job market.

On behalf of the entire Board, I would like to express our gratitude for your continued support. We value the opportunity to serve American Public Education on your behalf.

Sincerely,

Daniel S. Pianko

Board Chair, APEI Board of Directors

111 W. Congress Street

Charles Town, West Virginia 25414

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders of American Public Education, Inc. (the “Annual Meeting”) will be held on May 23, 2025, at 8:30 a.m. Eastern Daylight Time as a virtual meeting of stockholders held over the Internet. Stockholders will be able to attend the Annual Meeting, vote, and submit questions during the Annual Meeting atwww.virtualshareholdermeeting.com/APEI2025. The Annual Meeting will be held for our stockholders to consider and vote on the following proposals:

In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. Management is presently aware of no other business to come before the Annual Meeting.

Each outstanding share of American Public Education, Inc. common stock (Nasdaq: APEI) entitles the holder of record at the close of business on March 27, 2025, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to post these materials on the Internet, which enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.

Whether or not you expect to attend the meeting, we urge you to vote your shares before the meeting by Internet, telephone, or by signing, dating, and returning the proxy card you will receive if you request printed materials. If you choose to attend the virtual Annual Meeting, you may still vote your shares online at the meeting, even though you have previously voted or returned your proxy by any of the methods described in this Proxy Statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.

All stockholders are extended a cordial invitation to attend the meeting.

By Order of the Board of Directors,