Form 8-K

8-K — LINCOLN EDUCATIONAL SERVICES CORP

Accession: 0001140361-26-020318

Filed: 2026-05-11

Period: 2026-05-07

CIK: 0001286613

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20072864_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072864_ex99-1.htm)

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8-K

8-K (Primary)

Filename: ef20072864_8k.htm · Sequence: 1

false000128661300012866132026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2026

LINCOLN EDUCATIONAL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey

000-51371

57-1150621

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

14 Sylvan Way, Suite A, Parsippany, NJ 07054

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (973)

736-9340

Not applicable

(Former name or former address, if changed since last report)

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, no par value per share

LINC

The NASDAQ Stock Market LLC

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 Securities 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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Lincoln Educational Services Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)

virtually via live webcast. A total of 31,696,582 shares of common stock, no par value per share (the “Common Stock”), were issued and outstanding and entitled to vote as of March 18, 2026, the record date for the Annual Meeting. There were

27,003,422 shares of Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum. Each of the proposals was approved by the requisite vote of the Company’s shareholders. Set forth below are the proposals acted upon,

as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 26, 2026, and the final voting results for each proposal:

Proposal Number 1: To elect

the following 10 individuals named in the Company’s proxy statement as directors of the Company for a one-year term which will expire at the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Each

nominee for director was elected by a vote of the shareholders as follows:

Nominee

Votes For

Votes Withheld

Broker

Non-Votes

John A Bartholdson

23,626,016

239,935

3,137,471

James J. Burke, Jr.

23,575,182

290,769

3,137,471

Anna Escobedo Cabral

23,599,841

266,110

3,137,471

Kevin M. Carney

23,628,321

237,630

3,137,471

Marta Newhart

23,615,050

250,901

3,137,471

Michael A Plater

23,479,505

386,446

3,137,471

Felecia J. Pryor

23,612,578

253,373

3,137,471

Carlton E. Rose

23,629,625

236,326

3,137,471

Scott M. Shaw

23,647,094

218,857

3,137,471

Sylvia J. Young

23,631,057

234,894

3,137,471

Proposal Number 2: To

approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statement . The proposal was approved by a vote of the shareholders as follows:

Votes For

Votes Against

Abstentions

Broker

Non-Votes

22,584,287

1,159,831

121,833

3,137,471

Proposal Number 3: To ratify

the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved by a vote of the shareholders as follows:

Votes For

Votes Against

Abstentions

Broker

Non-Votes

26,809,750

69,444

124,228

not applicable

Item 7.01

Regulation FD Disclosure.

On May 7, 2026, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”)

during its Annual Meeting of Shareholders. A copy of the Shareholder Presentation is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information

contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in

any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Shareholder Presentation at the 2026 Annual Meeting of Shareholders

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.

LINCOLN EDUCATIONAL SERVICES CORPORATION

Date: May 8, 2026

By:

/s/ Alexandra M. Luster

Name: Alexandra M. Luster

Title: SVP, General Counsel & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072864_ex99-1.htm · Sequence: 2

Exhibit 99.1

Chief Executive Officer and President Shareholder Meeting 2026PRESENTED BY:

SCOTT SHAW May 7, 2026

Safe Harbor Statement Statements contained in this presentation regarding

Lincoln’s business that are not historical facts may be “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in

Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “goal,” “target,” “intend,” and

“estimate” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on information available at the time that the statements are made and/or management’s good faith

belief as of that time with respect to future events, many of which are beyond the Company’s control, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or

suggested by the forward-looking statements. While we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or that events

and circumstances reflected in the forward-looking statements will occur and, as such, forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times

at, or by, which such performance or results will be achieved, if at all. All forward-looking statements are qualified in their entirety by this cautionary statement Generally, forward-looking statements relate to business plans or

strategies and projections involving anticipated revenues, earnings, or other aspects of the Company’s operating results. The Company cautions that these statements are subject to a number of uncertainties, risks, and other factors, that may

influence the accuracy of the statements or the circumstances upon which the statements are based including, without limitation, uncertainties related to our ability to comply with the existing and future federal and state regulatory

framework applicable to our industry; our failure to maintain eligibility for or our ability to process federal student financial assistance funds; the effect of current and future Title IV Program regulations, including any potential

reductions in funding or restrictions on the use of funds received through Title IV Programs; the effect of current and future legislative or regulatory initiatives related to veterans’ benefit programs; continued Congressional examination of

the for-profit education sector; investigations of, or actions commenced against, us or other companies in our industry; changes in the state regulatory environment or budgetary constraints; our inability to successfully formulate and

implement a growth and diversification strategy, including effectively identifying, establishing and operating additional schools, programs or campuses; our success in updating and expanding the content of existing programs and developing new

programs for our students in a timely and cost-effective manner while maintaining positive student outcomes; risks associated with the opening of new campuses; our failure to obtain timely regulatory approvals in connection with acquisitions

or a change of control of our Company; risks associated with integration of acquired schools; enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions; industry competition; risks

associated with cybersecurity; our failure to maintain and expand existing industry relationships and develop new industry relationships; general economic conditions; and other factors discussed in the “Risk Factors” section of our Annual

Reports and Quarterly Reports filed with the Securities and Exchange Commission incorporated by reference. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. We make no

representation as to the accuracy or completeness of these forward-looking statements and, except as required by law, we assume no obligation to update or revise these forward-looking statements publicly, even if new information becomes

available in the future.

WELCOME

Our Students’ Success Is Our Success

2025 Was An Outstanding Year

Notes: Prior years exclude Transitional segment (Somerville and Euphoria

campuses). Adjusted EBITDA restated to exclude only stock compensation and one-time items 2026 Budget based on midpoint of guidance Trend Summary

A Resurgence of the Trades The Tool Belt Generation Over 95% of our students

are pursuing careers that the U.S Department of Homeland Security considers Essential Critical Infrastructure Workers.

Our Students Prospects currently in their final year of high school or who have

graduated within the past year. 22% of our students enroll directly out of high school. Many are first-generation college students from blue-collar families. HSO –leads generated by marketing HSP –leads generated at high

schools. Prospects who graduated high school prior to the current year represent 73% of our student population. Many have spent time in the workforce but have not yet achieved the success they aspire to. They are seeking a change and an

opportunity to improve their lives, often while navigating significant personal, financial, and time commitments. 5% of our students are veterans transitioning into the civilian workforce. While some military roles do not directly

translate to civilian careers, veterans bring leadership qualities highly valued in business, including discipline, reliability, respect, and a strong work ethic. HIGH SCHOOL ADULT VETERAN

Employer Demand for Lincoln Tech Graduates Skilled Trades: HVAC, electrical,

welding, and industrial service employers Transportation: Automotive dealerships, collision repair centers, diesel, fleet, and trucking employers Healthcare: Allied health and patient care employers Employer relationships span local,

regional, and national markets Why Employers Choose Lincoln Tech Hands-on training aligned to immediate workforce needs Graduates prepared to contribute on day one Reliable pipeline for employers’ workforce growth needs Proven track

record of supplying job-ready graduates over decades

Strong Industry Partner Relationships Positions Lincoln as long-term solutions

provider for both entry level technicians and advanced workforce training. Employers appreciate the technical and soft skills of our students. Partners provide validation of the quality of our education. Co-branding opportunities with

elite partners helps attract new students. Partners provide better job opportunities for our graduates.

Feedback Integration Student Support Industrial Infrastructure Engaging

Curriculum Graduation and Placement Employment Assistance Develop training programs with feedback from employers and key industry associations to understand gaps and needs. Integrate industry preferred licensing and certifications into

the curriculum. Provide robust student support services to ensure strong outcomes. Build labs and shops that replicate the working environment using professional grade equipment and tools. Incorporate cutting edge education technology with

animations, videos and simulations to make learning active and engaging. Superior graduation rates and placement rates. Expect students to meet employability standards for appearance, attendance and professional attitude while in

school. Offer an accelerated program with multiple entry points to allow students to graduate quickly and enter the workforce earlier. Our Superior Educational Approach

Largest Provider of Automotive and Skilled Trade Graduates in the East Source:

IPEDS completions survey 2023-24 Lincoln Tech 1 # 6 # WEST EAST

New Construction Evaluating new and adjacent markets to expand

footprint. Relocation of existing campuses to expand program offerings. Streamlined, state-of-the-art facilities. New campuses expected to generate ~$7M+ in EBITDA after 36 months of operations. New Programs Replicate profitable,

high-demand programs in existing schools. 2024: 4 new programs, 1 expansion2025: 4 new programs, 2 expansions. New programs expected to generate over $1M EBITDA after 24 months of operations. Acquisitions Continue to evaluate strategic

opportunities to expand market share. Leverage cost-saving synergies. Diversify program offerings. Existing Campuses and Programs Efficiencies through Lincoln 10.0 hybrid teaching model, centralization, and automation. Expansion of high

school student initiatives & partnerships. Well-Positioned to Exceed Long-Term Goals Projected to exceed original 2027 targets of $550M revenue and $90M adjusted EBITDA. Successful implementation of growth initiatives including new

campuses and program replications & expansions driving revenue expectations of over $600M by 2027. 24 campuses to be open as of 2027 (including Hicksville, New York – projected opening Q4 2026 and Rowlett, Texas – projected opening Q1

2027). ORGANIC GROWTH OPPORTUNITIES INORGANIC GROWTH OPPORTUNITIES

Five Year Forecast 2026 is midpoint of Q1 Guidance

Experienced Management Team Scott M. Shaw Chief Executive Officer and

President (25) Brian K. Meyers Executive Vice President and Chief Financial Officer (23) Chad Nyce Executive Vice President and Chief Operating Officer (6) Stephen Ace Senior Vice President of Human Resources (17) Francis S.

Giglio Senior Vice President of Compliance and Regulatory Services (22) Alexandra M. Luster Senior Vice President, General Counsel and Secretary (31) James Rasmussen Senior Vice President of Admissions (19) Neal Goldstein Senior Vice

President and Chief Information Officer (1) David Shaw Senior Vice President of Finance (22) Gina Zaffino Senior Vice President of Education (5)

Board of Directors John A. Bartholdson Non-Executive Chairman, Lincoln

Educational Services; Co-founder & Partner, Juniper Investment Co. LLC James J. Burke Jr. Founder & Managing Member, JJB Capital Partners LLC Anna Escobedo Cabral Former Treasurer of the United States of America Kevin M.

Carney Former Executive Vice President & Chief Financial Officer, Web.com Group Inc. Marta Newhart Independent Director, Enterprise Leader & Chief Marketing, Communications & Brand Officer at APCO Worldwide Dr. Michael A.

Plater Former University President, Strayer University Felecia J. Pryor Senior Vice President & Chief People Officer, John Deere Carlton Rose Former President, Global Fleet Maintenance & Engineering, UPS; 1981 Lincoln Tech

Graduate Scott M. Shaw President & Chief Executive Officer, Lincoln Educational Services Sylvia J. Young Former President & Chief Executive Officer HCA Continental Division

THANK YOU

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Document and Entity Information

May 07, 2026

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LINCOLN EDUCATIONAL SERVICES CORPORATION

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+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration