Form 8-K

8-K — Legacy Education Inc.

Accession: 0001493152-26-023061

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001836754

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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 14, 2026

Legacy

Education Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42283

84-5167957

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.

R. S. Employer

Identification

No.)

701

W Avenue K, Suite 123

Lancaster,

CA 93534

(Address

of principal executive offices, including ZIP code)

(661)

940-9300

(Registrant’s

telephone number, including area code)

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, $0.001 par value

LGCY

NYSE

American 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 ☒

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

2.02. Results of Operations and Financial Condition.

May 14, 2026, Legacy Education Inc. (the “Company”) announced financial results for the quarter ended March 31, 2026. A copy

of the related press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it

be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press release, dated May 14, 2026

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

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.

Date:

May 14, 2026

Legacy

Education Inc.

/s/

LeeAnn Rohmann

LeeAnn

Rohmann

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Legacy

Education Inc. Reports Third Quarter Fiscal 2026 Growth Across Revenue, Enrollment, and Earnings

Lancaster,

California, May 14, 2026 (PR Newswire) — Legacy Education Inc. (“Legacy Education” or the “Company”)

(NYSE American: LGCY), a leading provider of career education healthcare programs, today announced financial and operating results for

the fiscal third quarter ended March 31, 2026.

Legacy

Education Inc. will host a conference call to discuss its third quarter financial results on Thursday, May 14, 2026 at 4:30 p.m. Eastern

time.

access the live webcast of the conference call, please go to the investor relations section of the Legacy Education website at www.legacyed.com.

Participants may also register via teleconference at: Q3 2026 Legacy Education Inc. Earnings Conference Call. Once registration

is completed, participants will be provided with a calendar invitation and link to join the call. Participants are requested to register

a day in advance or at a minimum 15 minutes before the start of the call. An archived version of the webcast will be accessible for 90

days at www.legacyed.com. Toll-free dial-in number is (877) 407-9785 and international dial-in number is (201) 689-8843.

Third

Quarter Fiscal 2026 Financial Highlights

● Revenue

grew 15.0% to $21.4 million

● New

student starts were 1,078

● Net

income of $3.0 million, up 7.5%

● Adjusted

EBITDA of $4.4 million, up 12.6%

● Diluted

earnings per share of $0.22, up 4.8%

Nine

months ended March 31, 2026 Financial Highlights

● Revenue

grew 29.7% to $60.0 million

● New

student starts increased 12.7%, to 2,788

● Net

income of $7.3 million, up 15.1%

● Adjusted

EBITDA of $10.5 million, up 22.3%

● Diluted

earnings per share of $0.52, up 2.0%

Key

Achievements and Strategic Developments

● Student

population as of March 31, 2026, increased 9.4% to 3,550 from 3,245

● Facility

expansion at High Desert Medical College Lancaster and Temecula campuses

● Branch

Letter of Intent executed

● New

programs launched at High Desert Medical College – Surgical Technology AAS and Sterile

Processing Technician

● New

program launched at Integrity College of Health – Sterile Processing Technician

“We

continue to see strong interest in healthcare career training across our markets, supported by student demand and steady enrollment trends,”

said LeeAnn Rohmann, Chief Executive Officer of Legacy Education. “During the quarter, we remained focused on disciplined execution,

operational improvements, and expanding access to career-focused programs that align with workforce needs. We believe our strong balance

sheet and growing student population continues building scale across the organization.”

QUARTER

END FINANCIAL RESULTS

Third

Quarter ended March 31, 2026 compared to March 31, 2025

● Revenue

for the three months ended March 31, 2026 increased by $2.8 million, or 15%, to $21.4 million,

compared to $18.6 million for the same period in 2025 driven by new student starts of 1,078

resulting in a 9.4% increase in student enrollment to 3,550.

● Educational

services expense for the three months ended March 31, 2026 increased by $0.9 million,

or 9%, to $11.0 million, compared to $10.1 million in the prior year period. The increase

was primarily driven by increased instructional and staffing costs associated with increased

student enrollment, including externship fees and non-cash compensation charge. As a percentage

of revenue, educational expenses declined from 54.4% to 51.7% primarily due to operating

efficiencies in employee compensation and facility costs offset by increases in externship

fees and non-cash compensation.

● General

and administrative expense was $6.2 million for the three months ended March 31, 2026

compared to $4.6 million for the three months ended March 31, 2025, an increase of $1.5 million,

or 33.5%. The increase was primarily attributable to an increase in marketing expense, bad

debt and professional fees. Of the total general and administrative expense, $1.5 million

and $1.2 million related to advertising expense for the three months ended March 31, 2026

and 2025, respectively.

YEAR

TO DATE FINANCIAL RESULTS

Nine

Months Ended March 31, 2026 compared to March 31, 2025

● Revenue

for the nine months ended March 31, 2026 increased by $13.7 million, or 29.7%, to $60.0 million,

compared to $46.2 million for the same period in 2025 driven by a 12.7% increase in new student

starts to 2,788 from 2,473 last year resulting in a 9.4% increase in student population to

3,550.

● Educational

services expense for the nine months ended March 31, 2026, increased by $6.9 million,

or 28%, to $31.7 million compared to $24.8 million for the same period in 2025. The increase

was primarily driven by increased instructional and staffing costs required to support increased

student enrollment, as well as rent, externship fee and non-cash compensation charge. As

a percentage of revenue, educational expenses declined from 53.6% to 52.8% primarily due

to operating efficiencies in employee compensation and facility costs offset by increases

in externship fees and non-cash compensation.

● General

and administrative expense for the nine months ended March 31, 2026, was $18.4 million

compared to $12.9 million for the nine months ended March 31, 2025, an increase of $5.4 million,

or 42.1%. The increase was primarily attributable to increased marketing expense, bad debt

expense and professional fees. Of the total general and administrative expense, $4.8 million

and $3.5 million related to advertising expense for the nine months ended March 31, 2026

and 2025, respectively.

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

REVENUE

Tuition and related income, net

$ 21,368,706

$ 18,577,565

$ 59,954,372

$ 46,217,790

OPERATING EXPENSES

Educational services

11,044,240

10,116,976

31,657,916

24,800,776

General and administrative

6,164,610

4,618,026

18,377,874

12,933,202

General and administrative - related party

61,250

46,500

267,850

170,700

Depreciation and amortization

155,753

130,066

453,095

317,046

Total costs and expenses

17,425,853

14,911,568

50,756,735

38,221,724

OPERATING INCOME

3,942,853

3,665,997

9,197,637

7,996,066

Loss on disposal of fixed assets

(8,005 )

(11,895 )

Interest expense

(8,067 )

(26,342 )

(60,210 )

(84,010 )

Interest income

320,715

305,382

969,946

861,800

Total other income

304,643

279,040

897,841

777,790

INCOME BEFORE INCOME TAXES

4,247,496

3,945,037

10,095,478

8,773,856

Income tax expense

(1,218,200 )

(1,127,572 )

(2,836,521 )

(2,466,592 )

Net income

$ 3,029,296

$ 2,817,465

$ 7,258,957

$ 6,307,264

Net income per share

Basic net income per share

$ 0.24

$ 0.23

$ 0.58

$ 0.56

Diluted net income per share

$ 0.22

$ 0.21

$ 0.52

$ 0.51

Basic weighted average shares outstanding

12,617,328

12,377,420

12,563,067

11,309,831

Diluted weighted average shares outstanding

14,064,470

13,528,144

13,949,964

12,460,555

Selected Consolidated Balance Sheet Data:

March 31, 2026

(unaudited)

Cash and cash equivalents

$ 21,681,064

Current assets

43,968,809

Working capital

30,879,885

Total assets

75,459,848

Current liabilities

13,088,924

Total stockholders’ equity

49,517,960

Important

Information Regarding Non-GAAP Financial Information

supplement Legacy Education’s consolidated financial statements presented in accordance with generally accepted accounting principles

in the United States (“GAAP”), Legacy Education furnishes certain adjusted non-GAAP supplemental information to its financial

results regarding EBITDA and adjusted EBITDA. This reconciliation adjusts the related GAAP financial measures to exclude operating income

to adjust the impact of non-cash compensation in the periods presented. We use such adjusted non-GAAP financial measures to evaluate

our period-over-period operating performance because our management team believes that by excluding the effects of such adjusted GAAP-related

items that, in their opinion, do not reflect the ordinary earnings of our operations, it enhances investors’ overall understanding

of our current financial performance and our prospects for the future by (i) providing a more comparable measure of our continuing business,

as well as greater understanding of the results from the primary operations of our business, (ii) affording a view of our operating results

that may be more easily compared to our peer companies, and (iii) enabling investors to consider our operating results on both a GAAP

and adjusted non-GAAP basis (including following the integration period of our prior and proposed acquisitions). However, this adjusted

non-GAAP information is not in accordance with, or an alternative to, GAAP and should be considered in conjunction with our GAAP results

as the items excluded from the adjusted non-GAAP information may have a material impact on Legacy’s financial results. A reconciliation

of adjusted non-GAAP adjustments to Legacy’s GAAP financial results is included in the tables at the end of this press release.

the noted fiscal periods, we adjusted net income for the items identified from our GAAP financial results to arrive at our adjusted non-GAAP

financial measures:

Stock-based

compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial

community, evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based

awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted.

As such, we do not include these charges in operating plans.

RECONCILIATION

OF NET INCOME, EBITDA, AND ADJUSTED EBITDA

Three Months Ended

Nine Months Ended

March 31,

2026

2025

2026

2025

Net income

$ 3,029,296

$ 2,817,465

$ 7,258,957

$ 6,307,264

Other income

(304,643 )

(279,040 )

(897,841 )

(777,790 )

Provision for income taxes

1,218,200

1,127,572

2,836,521

2,466,592

Depreciation and amortization

155,753

130,066

453,095

317,046

EBITDA

4,098,606

3,796,063

9,650,732

8,313,112

Non-cash compensation

296,001

107,364

861,205

283,553

Adjusted EBITDA

$ 4,394,607

$ 3,903,427

$ 10,511,937

$ 8,596,665

ABOUT

LEGACY EDUCATION

Legacy

Education (NYSE American: LGCY) is an award-winning, nationally accredited, for-profit post-secondary education company founded in 2009.

Legacy Education provides career-focused education primarily in the healthcare field, with certificates and degrees for nursing, sonography,

medical technicians, dental assisting, business administration, and several others. The Company offers a wide range of educational programs

and services to help students achieve their professional goals. Legacy Education’s focus is on providing high-quality education

that is accessible and affordable. Legacy Education is committed to growing its education footprint via organic enrollment growth, addition

of new programs, and accretive acquisitions. For more information, please visit www.legacyed.com or on LinkedIn @legacy-education-inc.

FORWARD-LOOKING

STATEMENTS

Statements

in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not

historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements

relating to the Company’s operations. The words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”

“project,” “should,” “target,” “will,” “would” and similar expressions are

intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking

statements contained in this press release are based on management’s current expectations and are subject to substantial risks,

uncertainty, and changes in circumstances. Actual results may differ materially from those indicated by these forward-looking statements

because of various important factors, including, without limitation, market conditions and the factors described in the section entitled

“Risk Factors” in Legacy’s most recent Annual Report on Form 10-K and Legacy’s other filings made with the U.S.

Securities and Exchange Commission. All such statements speak only as of the date of this press release. Consequently, forward-looking

statements should be regarded solely as Legacy’s current plans, estimates, and beliefs. Legacy cannot guarantee future results,

events, levels of activity, performance, or achievements. Legacy does not undertake and specifically declines any obligation to update

or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of

unanticipated events, except as may be required by applicable law.

Contact

Legacy Education Inc.

Investor

Relations

ir@legacyed.com

Amato

and Partners, LLC

Investors

Relations Counsel

admin@amatoandpartners.com

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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