American Public Education : 2024 Notice of Annual Meeting and Proxy Statement

P R O X Y S T A T E M E N T

2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S

Message from our Chairperson

April 4, 2024

Dear Stockholders:

We cordially invite you to join us for the 2024 Annual Meeting of Stockholders of American Public Education, Inc., which will be held virtually on Friday, May 17, 2024, at 8:30 a.m. EDT at http://www.virtualshareholdermeeting.com/APEI2024. 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.

At the Annual Meeting, we will be asking you to elect eight 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 24. We believe all eight of our director nominees embody our commitment to strong governance, diversity, and inclusion.

Two of our directors, Jean C. Halle and Dr. Barbara L. ''Bobbi'' Kurshan, who have served as members of our Board since 2006 and 2014, respectively, have chosen not to stand for re-election. Their service as directors will conclude after the 2024 Annual Meeting. Jean served as the longstanding chair of the Audit Committee and Barbara most recently served on the Audit Committee and Management Development and Compensation Committee. On behalf of the entire board, we express deep appreciation to Jean and Barbara for their invaluable contributions and strategic leadership during their time as board members.

We remain focused on enhancing corporate governance and overseeing key strategic initiatives, while addressing the challenges and headwinds we face. In 2023, we made strategic hires aimed at bolstering our ability to deliver improved student experience and outcomes, accelerating growth and transformation, including a new President of Rasmussen University, a new President of Graduate School USA, and more recently, a new Chief Marketing Officer.

Additionally, the Board reaffirms its commitment to good corporate governance and our core values, including robust practices in environmental, social, and governance (''ESG''), which we consider essential for our long-term success. For example, in 2023, we updated various governance policies, including those pertaining to diversity and human rights, and updated our ESG disclosures.

As discussed in the Compensation Discussion and Analysis section, which begins on page 34, in 2023, 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 of our named executive officers.

As discussed, beginning on page 79, our Audit Committee has again selected Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024, and we will be asking you to ratify that appointment.

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

Sincerely,

Eric C. Andersen

Chairperson, APEI Board of Directors

111 W. Congress Street

Charles Town, West Virginia 25414

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2024 Annual Meeting of Stockholders of American Public Education, Inc. (the ''Annual Meeting'') will be held on May 17, 2024 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 at www.virtualshareholdermeeting.com/APEI2024. The Annual Meeting will be held for our stockholders to consider and vote on the following proposals:

• Proposal No. 1: To elect to the Board, the eight nominees set forth in the accompanying proxy materials, each of whom will hold office until the next annual meeting of stockholders and until such director's successor is elected and qualified or until such director's earlier death, resignation, or removal.
• Proposal No. 2: To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy materials.
• Proposal No. 3: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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 21, 2024 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,

Thomas A. Beckett

Senior Vice President, General Counsel and

Secretary

April 4, 2024

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