AMERICAN PUBLIC EDUCATION INC

An investment in our stock involves a high degree of risk. You should carefully consider the risks set forth in the “Risk Factors” section of our Annual Report and the other information set forth in this Quarterly Report on Form 10-Q, our Annual Report, and the additional information in the other reports we file with the SEC. If any of the risks contained in those reports actually occur, our business, results of operations, financial condition, and liquidity could be harmed, the value of our securities could decline, and you could lose all or part of your investment. With the exception of the following, there have been no material changes in the risk factors set forth in the “Risk Factors” section of our Annual Report.

We may not realize the expected benefits of the Combination, and its completion has led to and could lead to unanticipated considerations, some of which could have adverse impacts on our business, reputation, financial condition, or results of operations.

As discussed in greater detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Legislative and Regulatory Activity – The Combination of APUS, RU, and HCN”, on August 4, 2026, we completed the Combination. However, we may not realize its anticipated benefits, including expected operational efficiencies, cost synergies, and regulatory outcomes, within the anticipated timeframe or at all. The realization of these benefits depends on a number of factors, including our ability to operate our academic units as a combined institution, our implementation of operational and administrative changes, required changes in ED systems, and actions by, or interactions with, ED and other regulatory bodies. The Combination may also result in unanticipated costs, operational complexities, regulatory consequences, or other effects that could offset or limit the realization of the Combination’s anticipated benefits.

For example, for the three months ended September 30, 2026, delays in ED’s implementation of systems changes to reflect the Combination affected the timing of Title IV financial aid processing, resulting in higher student receivable balances and increased bad debt. These delays have affected, and may continue to affect, the timing of our receipt of Title IV program funds and our cash flows. Although we expect this disruption to be temporary, if we or ED are unable to timely resolve these issues, we may incur additional bad debt expense, and our liquidity, financial condition, and results of operations could be adversely affected. Continued delays could also adversely affect the student experience and enrollments. The delayed implementation of changes in ED systems to reflect the Combination has also affected our ability to address certain Title IV processing requirements, such as, in certain cases, timely enrollment reporting and timely returns of unearned Title IV program funds for students who withdraw from APUS, and may affect other Title IV compliance obligations. If delays persist or if we are unable to adequately address regulatory matters and ED or other regulatory bodies take adverse action in response, there could be adverse effects on our business, reputation, financial condition, and results of operations. For additional information on the potential outcomes related to regulatory compliance, see the discussion in our Annual Report under the heading “Regulatory Environment—Student Financing Sources and Related Regulations/Requirements—Department of Education—Regulation of Title IV Financial Aid Programs.”