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Form 8-K

sec.gov

8-K — AMERICAN PUBLIC EDUCATION INC

Accession: 0001104659-26-058617

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001201792

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613959d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613959d1_ex99-1.htm)

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8-K (Primary)

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2026-05-11

2026-05-11

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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):

May 11, 2026

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. ¨

Section 2 – Financial Information

Item 2.02    Results of Operations and Financial

Condition.

On May 11, 2026, American Public Education, Inc. (the “Company”)

issued a press release reporting financial results for the three ended March 31, 2026.  A copy of the Company’s press

release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  The Company has scheduled

a webcast for 5:00 p.m. ET on May 11, 2026, to discuss its financial results.

Section 9 – Financial Statements

and Exhibits

Item 9.01     Financial Statements and

Exhibits.

(d)

Exhibits

99.1

American Public Education, Inc. press release dated May 11, 2026, reporting financial results for the three ended March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 11, 2026

By:

/s/ Edward Codispoti

Edward Codispoti

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613959d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

American Public Education Reports First Quarter

2026 Financial Results and Raises 2026 Full-Year Guidance

CHARLES TOWN, W.V. – May 11, 2026 -- American Public Education,

Inc. (the “Company”) (Nasdaq: APEI), a company that transforms lives, advances careers and improves communities by providing

online and campus-based postsecondary education to approximately 109,000 students, has reported financial and operational results for

the first quarter ended March 31, 2026.

“In the first quarter,

we delivered strong results across our key financial metrics. We also took a significant step forward in the institutional combination

when we received Higher Learning Commission approval on April 28 to consolidate our APUS, Rasmussen and Hondros College of Nursing programs,

locations and operations into a single accredited institution. We remain on pace to complete our planned institutional combination at

the start of the third quarter," said Angela Selden, President and Chief Executive Officer of APEI.

Selden concluded, “Q1

2026 is the first quarter of a four-year strategic plan, and the strength of our results gives us the confidence to raise our full-year

2026 guidance on both revenue and adjusted EBITDA. We believe the foundation is built, the strategy is working, and we are just getting

started.”

Key First Quarter 2026 Highlights (as Compared to First Quarter

2025)

· Consolidated revenue of $174.7 million, a 6.2% year-over year increase.

o Excluding the effect of the sale of GSUSA in July 2025, consolidated revenue would have increased 8.7% when compared to the prior

period.

o Health+ segment revenue growth of 11.0% year-over-year to $85.4 million, primarily driven by increased enrollments and modest price

increases.

o Military+ segment revenue growth of 6.5% year-over-year to $89.4 million, primarily driven by increased registrations.

o Net income available to common stockholders increased 137.6% to a record $17.7 million, compared to $7.5 million.

· Adjusted EBITDA increased 37.5% to $29.2 million, compared to $21.2 million.

· Net income per diluted common share increased 129.3% to $0.94, compared to $0.41.

· Opened a new Rasmussen University campus in Orlando, Florida, introducing the University’s Practical Nursing Diploma (LPN) program

to the Orlando market for the first time.

· Cash Flows from Operations increased 71.1% to $63.3 million.

Balance Sheet and

Liquidity

· Total cash, cash equivalents, and restricted cash were $221.0 million at March 31, 2026, compared

to $176.5 million at December 31, 2025, representing an increase of $44.5 million, or 25.2%.

Debt Refinancing and Repurchase Program

· On March 9, 2026, the Company refinanced debt, reducing its borrowing rate by 375 basis points at then-current

leverage levels. The reduction, combined with a reduction in principal, is expected to generate approximately $3.7 million in annual interest

expense savings (excluding debt cost amortization).

· On March 10, 2026, the Company’s Board of Directors authorized a share

repurchase program of up to $50 million in the aggregate of the Company’s common stock. The program replaces the Company’s

prior repurchase authorizations. The Company repurchased a total of 17,840 shares through the end of the first quarter.

Registrations and Enrollment

Q1 2026

Q1 2025

% Change

Military+1

For the three months ended March 31,

Net Course Registrations

106,600

102,500

4.0%

Health+ 2

For the three months ended March 31,

Total Student Enrollment

19,400

18,000

7.8%

1.       Military+

Net Course Registrations represents the approximate aggregate number of courses for which students remain

enrolled after the date by which they may drop a course without financial penalty. Excludes students in doctoral programs.

2.       Health+ Total Student Enrollment represents students in an active status as of the full-term census or billing date.

Second Quarter and Full Year 2026 Outlook

The following statements are based on APEI's current expectations.

These statements are forward-looking and actual results may differ materially. APEI undertakes no obligation to update publicly any forward-looking

statements for any reason unless required by law. Refer to APEI's earnings conference call and presentation for further details.

In millions, except enrollment, net registrations and per share data

Second Quarter 2026

Second Quarter 2025

Military+ Net registrations

98,300-100,300 +2.0-4.0% y/y

96,400

Health+ Enrollment

19,600 +7.1% y/y

18,300

Revenue

$170.0 - $172.0

$162.8

Includes $3.4

of GSUSA Revenue

Net Income (Loss) Available to Common Stockholders

$6.5 - $7.5

($0.3)

Adjusted EBITDA

$16.5 - $18.0

$15.1

Diluted Earnings per Share

$0.34 per - $0.39 per share

($0.02)

In millions, except per share data

Full Year 2026

Full Year 2025

Revenue

$686.0 - $696.0

$648.9

Includes $8.0

of GSUSA Revenue

Net Income Available to Common Stockholders

$44.9 - $51.6

$25.3

Adjusted EBITDA

$93.0 - $102.0

$85.7

Diluted Earnings per Share

$2.33 per - $2.68 per share

$1.36 per share

Capital Expenditures

$28.0 - $32.0

$15.9

First Quarter 2026 Earnings Call

The Company will hold a conference call on Monday,

May 11, 2026, at 5:00 PM Eastern Time to discuss its financial results for the first quarter ended March 31, 2026.

Date: Monday, May 11, 2026

Time: 5:00 PM Eastern Time (2:00 PM Pacific

Time)

USA International Toll Dial-in: +1 (646)

307-1963

USA – Toll-Free Dial-in: (800) 715-9871

Conference ID: 60598

Webcast: 1Q26

Webcast Link

The Company will also provide a link on its website

at https://www.apei.com/overview/default.aspx for those who wish to stream the call via webcast.

If dialing in, please call the conference telephone number 5 to10 minutes prior to the start time.

A replay of the conference call will also be available

through the Company’s website through May 25, 2026.

Non-GAAP Financial Measures

This press release contains the non-GAAP financial

measures of EBITDA (earnings before interest, taxes, depreciation, and amortization), adjusted EBITDA (EBITDA less non-cash expenses such

as stock compensation and non-recurring expenses), adjusted EBITDA margin, segment EBITDA, and segment EBITDA margin. APEI believes that

the use of these measures is useful because they allow investors to better evaluate APEI's operating profit and cash generation capabilities.

For the three months ended March 31, 2026, and

2025, adjusted EBITDA excludes stock compensation, loss on disposals of long-lived assets, loss on sale of subsidiary, transition services,

severance expense, other professional fees, and loss on leases.

These non-GAAP measures should not be considered

in isolation or as an alternative to measures determined in accordance with generally accepted accounting principles in the United States

(GAAP). The principal limitation of our non-GAAP measures is that they exclude expenses that are required by GAAP to be recorded. In addition,

non-GAAP measures are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses are

excluded.

APEI is presenting EBITDA and adjusted EBITDA

in connection with its GAAP results and urges investors to review the reconciliation of EBITDA and adjusted EBITDA to the comparable GAAP

financial measures that are included in the tables following this press release (under the captions "GAAP Net Income to Adjusted

EBITDA" "GAAP Outlook Net Income to Outlook Adjusted EBITDA" and “Education Unit Profile – Segment Summary”)

and not to rely on any single financial measure to evaluate its business.

About American Public Education

American Public Education, Inc. (Nasdaq:

APEI), through its two segments, Military+ and Health+, provides education that transforms lives, advances careers, and

improves communities.

Military+ provides online postsecondary education

to approximately 89,500 adult learners, directed primarily at the needs of military, veterans, extended military and veteran families,

and other public service and service-minded communities through American Public University System, which includes: American Military

University and American Public University.

Health+ provides nursing- and health sciences-focused

postsecondary education to approximately 19,400 students at 27 campuses in eight states and online through Rasmussen University and Hondros

College of Nursing.

Both American Public University System and

Rasmussen University are institutionally accredited by the Higher Learning Commission (HLC), an institutional accreditation

agency recognized by the U.S. Department of Education. Hondros College of Nursing is accredited by the Accrediting Bureau of Health

Education Schools (ABHES).

Forward Looking Statements

Statements made in this press release regarding

American Public Education, Inc. or its subsidiary institutions ("APEI" or the "Company") that are not historical facts

are forward-looking statements based on current expectations, assumptions, estimates and projections about APEI and the industry. Forward-looking

statements include, without limitation, statements regarding expectations for growth, registration, enrollments, demand, revenues, net

income, earnings per share, EBITDA, adjusted EBITDA, adjusted EBITDA margin, debt refinancing and share repurchase program, the growth

and profitability of APEI, and related growth strategies, and plans with respect to and future impacts of recent, current and future initiatives,

including the planned combination of American Public University System, Rasmussen University and Hondros College of Nursing into one consolidated

institution.

Forward-looking statements are subject to risks

and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks

and uncertainties include, among others, risks related to: APEI's failure to comply with, or adverse actions relating to, regulatory and

accrediting agency requirements, including the "90/10 Rule", and to maintain institutional accreditation and the impacts of

any actions APEI may take to prevent or correct such failure; changes in the post-secondary education regulatory environment as a result

of U.S. federal elections, including any changes by or as a result of actions of the current administration to the operations of the Department

of Education or changes to or the elimination or implementation of laws, regulations, standards, policies, and practices; potential or

actual government shutdowns and uncertainties in the estimated impacts of any such shutdowns on APEI and Military+ and its prospective

and current students, and APEI's inability to mitigate these impacts; government budget and federal workforce uncertainty; the impact,

timing, and projected benefits of the planned combination of American Public University System, Rasmussen University, and Hondros College

of Nursing into one consolidated institution; APEI's dependence on the effectiveness of its ability to attract students who persist in

its institutions' programs; changing market demands; declines in enrollments at APEI's subsidiaries; APEI's inability to effectively market

its institutions' programs; APEI's inability to maintain strong relationships with the military and maintain course registrations and

enrollments from military students; the loss or disruption of APEI's ability to receive funds under Title IV or TA programs or the reduction,

elimination, or suspension of federal funds; adverse effects of changes APEI makes to improve the student experience and enhance the ability

to identify and enroll students who are likely to succeed; APEI's need to successfully adjust to future market demands by updating existing

programs and developing new programs; APEI's loss of eligibility to participate in Title IV programs or ability to process Title IV financial

aid; economic and market conditions and changes in interest rates; difficulties involving acquisitions; APEI's indebtedness, including

the refinancing thereof; APEI's dependence on and the need to continue to invest in its technology infrastructure, including with respect

to third-party vendors; the inability to recognize the intended benefits of APEI's cost savings and reduction and revenue generating efforts;

APEI's ability to manage and limit its exposure to bad debt; and the various risks described in the "Risk Factors" section and

elsewhere in APEI's Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings with the SEC. You should not

place undue reliance on any forward-looking statements. APEI undertakes no obligation to update publicly any forward-looking statements

for any reason, unless required by law, even if new information becomes available or other events occur in the future.

Company Contact

Frank Tutalo

Associate Vice President, Public Relations

American Public Education, Inc.

ftutalo@apei.com

Investor Relations

Shannon Devine

MZ North America

Direct: 203-858-8811

APEI@mzgroup.us

American Public Education, Inc.

Consolidated Statement of Income

(In thousands, except per share data)

Three Months Ended

March 31,

2026

2025

(unaudited)

Revenue

$ 174,738

$ 164,551

Costs and expenses:

Instructional costs and services

74,630

74,944

Selling and promotional

37,867

35,205

General and administrative

36,290

36,407

Depreciation and amortization

4,154

3,992

Loss on assets held for sale

-

1,527

Loss on disposals of long-lived assets

154

230

Total costs and expenses

153,095

152,305

Income from operations before

interest and income taxes

21,643

12,246

Loss on extinguishment of debt

(1,672 )

-

Interest expense, net

(725 )

(887 )

Income before income taxes

19,246

11,359

Income tax expense

1,515

2,466

Net income

$ 17,731

$ 8,893

Preferred stock dividends

-

1,432

Net income available to common stockholders

$ 17,731

$ 7,461

Income per common share:

Basic

$ 0.97

$ 0.42

Diluted

$ 0.94

$ 0.41

Weighted average number of

common shares:

Basic

18,282

17,840

Diluted

18,804

18,417

Three Months Ended

Segment Information:

March 31,

2026

2025

Revenue:

Military+ Segment

$ 89,443

$ 83,946

Health+ Segment

$ 85,356

$ 76,927

Corporate and other1

$ (61 )

$ 3,678

Income (loss) from operations before

interest and income taxes:

Military+ Segment

$ 30,718

$ 24,126

Health+ Segment

$ 517

$ (818 )

Corporate and other

$ (9,592 )

$ (11,062 )

1. Corporate and

Other includes tuition and contract training revenue earned by GSUSA and the elimination of intersegment revenue for courses taken by

employees of one segment at other segments.

American Public Education, Inc.

Consolidated Balance Sheet

(In thousands)

As of March 31, 2026

As of December 31, 2025

ASSETS

(Unaudited)

Current assets:

Cash, cash equivalents, and restricted cash

$ 220,998

$ 176,499

Accounts receivable, net of allowance of $21,820 in 2026 and $21,113 in 2025

38,710

65,662

Prepaid expenses

19,152

14,197

Income tax receivable

3,267

3,458

Total current assets

282,127

259,816

Property and equipment, net

68,800

70,598

Operating lease assets, net

54,925

57,686

Deferred income taxes

38,247

39,176

Intangible assets, net

28,221

28,221

Goodwill

59,593

59,593

Other assets, net

6,001

6,328

Total assets

$ 537,914

$ 521,418

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 8,138

$ 4,822

Accrued compensation and benefits

22,317

22,463

Accrued liabilities

22,643

13,375

Deferred revenue and student deposits

25,193

23,016

Lease liabilities, current

11,182

11,374

Long-term debt, current

5,063

-

Total current liabilities

94,536

75,050

Lease liabilities, long-term

54,010

56,921

Long-term debt, net

83,203

94,665

Total liabilities

$ 231,749

$ 226,636

Stockholders’ equity:

Common stock, $.01 par value; 100,000,000 shares authorized; 18,411,154 issued and outstanding in 2026; 18,125,860 issued and outstanding in 2025

184

181

Additional paid-in capital

305,750

311,119

Accumulated other comprehensive loss

-

(18 )

Retained earnings (accumulated deficit)

231

(16,500 )

Total stockholders’ equity

306,165

294,782

Total liabilities and stockholders’ equity

$ 537,914

$ 521,418

Segment Summary

($ in millions)

1Q26

1Q25

Revenue

$

89.4

$

83.9

Operating Income1

30.7

24.1

+ Depreciation and Amortization

1.0

1.0

EBITDA

$

31.8

$

25.2

EBITDA Margin

36

%

30

%

Revenue

$

85.4

$

76.9

Operating Income1

0.5

(0.8

)

+ Depreciation and Amortization

2.7

2.6

EBITDA

$

3.2

$

1.9

EBITDA Margin

4

%

2

%

Revenue

$

-

$

3.7

Operating Income1

-

(2.2

)

+ Depreciation and Amortization

-

0.1

EBITDA

$

-

$

(2.1

)

Corporate

EBITDA 3

$

(9.2

)

$

(8.6

)

Consolidated Revenue

$

174.7

$

164.6

Consolidated EBITDA

25.8

16.2

+ Adjustments 2

3.4

5.0

Consolidated Adjusted EBITDA

$

29.2

$

21.2

Adjusted EBITDA Margin

17

%

13

%

1. Operating

Income reflects income (loss) from operations before interest, income taxes in our Q1 2026 10-Q.

2. Adjustments

include stock compensation expense, loss on disposals of long-lived assets, loss on assets held for sale, and other professional fees.

3. Corporate

results include unallocated corporate activity and eliminations.

GAAP Net Income to Adjusted EBITDA:

The following table sets forth the reconciliation of the Company’s reported GAAP net income to the calculation of adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

(in thousands)

2026

2025

Net income available to common stockholders

$ 17,731

$ 7,461

Preferred dividends

-

1,432

Net income

17,731

8,893

Income tax expense

1,515

2,466

Interest expense, net

725

887

Loss on extinguishment of debt

1,672

-

Depreciation and amortization

4,154

3,992

EBITDA

25,797

16,238

Loss on assets held for sale

-

1,527

Other professional fees

943

989

Stock compensation

2,327

2,263

Loss on disposals of long-lived assets

154

230

Adjusted EBITDA

$ 29,221

$ 21,247

GAAP Outlook Net Income to Outlook Adjusted EBITDA:

The following table sets forth the reconciliation of the Company’s

outlook GAAP net income to the calculation of outlook adjusted EBITDA for the three months ending June 30, 2026 and twelve months ending

December 31, 2026:

Three Months Ending

Twelve Months Ending

June 30, 2026

December 31, 2026

(in thousands)

Low

High

Low

High

Net Income

$ 6,475

$ 7,493

$ 44,927

$ 51,595

Income tax expense

3,071

3,553

16,299

18,631

Interest income, net

(400 )

(400 )

(300 )

(300 )

Loss on extinguishment of debt

-

-

1,672

1,672

Depreciation and amortization

4,154

4,154

18,102

18,102

EBITDA

13,300

14,800

80,700

89,700

Stock compensation

2,100

2,100

8,700

8,700

Other professional fees

1,100

1,100

3,400

3,400

Other

-

-

200

200

Adjusted EBITDA

$ 16,500

$ 18,000

$ 93,000

$ 102,000

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

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-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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