Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Audited consolidated balance sheets of Rasmussen as of December 31, 2020 and December 31, 2019, and the related consolidated statements of income, stockholder's equity and cash flows for each of the two years in the period ended December 31, 2020, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

Unaudited interim consolidated financial statements of Rasmussen as of and for the six months ended June 30, 2021 and June 30, 2020 are attached hereto as Exhibit 99.3 and incorporated herein by reference.

(b) Pro Forma Financial Information

Unaudited pro forma condensed combined financial information of the Company and Rasmussen as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020 are attached hereto as Exhibit 99.4 and incorporated herein by reference.





(d) Exhibits




Exhibit No. Description

  2.1         Membership Interest Purchase Agreement, dated October 28, 2020, by
            and among American Public Education, Inc., FAH Education, LLC,
            Rasmussen, LLC, and Rasmussen College, LLC (incorporated by reference
            to Exhibit 2.1 of the Company's Current Report on Form 8-K (File No.
            001-33810) filed with the Securities and Exchange Commission on
            October 29, 2020).

  10.1        Credit Agreement, dated September 1, 2021, by and among American
            Public Education, Inc., the Lenders and Issuing Banks from time to
            time party thereto, Macquarie Capital Funding LLC, Macquarie Capital
            (USA) Inc., and Truist Securities, Inc. (incorporated by reference to
            Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.
            001-33810) filed with the Securities and Exchange Commission on
            September 2, 2021). *

  10.2        Collateral Agreement, dated September 1, 2021, by and among American
            Public Education, Inc., Macquarie Capital Funding LLC, as
            administrative agent and collateral agent and the Guarantors from time
            to time party thereto (incorporated by reference to Exhibit 10.2 to
            the Company's Current Report on Form 8-K (File No. 001-33810) filed
            with the Securities and Exchange Commission on September 2, 2021). *

  23.1        Consent of McClintock & Associates, independent auditor to
            Rasmussen, LLC.

  99.1        American Public Education, Inc. press release dated September 2,
            2021 (incorporated by reference to Exhibit 99.1 to the Company's
            Current Report on Form 8-K (File No. 001-33810) furnished with the
            Securities and Exchange Commission on September 2, 2021).

  99.2        Audited consolidated balance sheets of Rasmussen, LLC as of December
            31, 2020 and December 31, 2019, and the related consolidated
            statements of income, stockholder's equity and cash flows for each of
            the two years in the period ended December 31, 2020.

  99.3        Unaudited interim consolidated financial statements of Rasmussen,
            LLC as of and for the six months ended June 30, 2021 and June 30,
            2020.

  99.4        Unaudited pro forma condensed combined financial information of the
            Company and Rasmussen, LLC as of and for the nine months ended
            September 30, 2021 and for the year ended December 31, 2020.

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

* Exhibits and schedules to this agreement have been omitted as permitted under Item 601 of Regulation S-K and will be furnished supplementally upon request to the Securities and Exchange Commission.

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