Form 8-K

8-K — EDUCATIONAL DEVELOPMENT CORP

Accession: 0001185185-26-001926

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0000031667

SIC: 5190 (WHOLESALE-MISCELLANEOUS NONDURABLE GOODS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — educ8k051826.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (educex99-1.htm)

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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 19, 2026 (May 19, 2026)

EDUCATIONAL DEVELOPMENT CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

000-04957

73-0750007

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S

Employer

Identification No.)

5402 S 122nd E Avenue, Tulsa, Oklahoma 74146

(Address

of principal executive offices and Zip Code)

(918) 622-4522

(Registrant’s

telephone number, including area code)

(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 (see General Instruction A.2. below):

☐

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:

Common Stock, $.20 par value

EDUC

NASDAQ

(Title

of class)

(Trading

symbol)

(Name of

each exchange on which registered)

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. ☐

The

information disclosed in these Items 2.02, 7.01, and 9.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject

to the liabilities under 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

2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

May 19, 2026, Educational Development Corporation announced, via press release, fiscal 2026 and fiscal fourth quarter financial results.

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM

7.01 REGULATION FD DISCLOSURE

May 19, 2026, Educational Development Corporation announced, via press release, fiscal 2026 financial results. Educational Development

Corporation’s fiscal 2026 earnings call will be held on Tuesday, May 19, 2026, at 3:30 PM CT (4:30 PM ET). A copy of the press

release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM

9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

EXHIBITS

Exhibit

Number

Description

99.1

Press release dated as of May 19, 2026

104

Cover Page Interactive Data

File (formatted as Inline XBRL)

SIGNATURE

Pursuant

to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Educational Development Corporation

By:

/s/ Craig M.

White

Craig M. White

President, Chief Executive Officer, and

Chairman

of the Board

Date:

May 19, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: educex99-1.htm · Sequence: 2

EXHIBIT

99.1

EDUCATIONAL

DEVELOPMENT CORPORATION

ANNOUNCES

FISCAL FOURTH QUARTER AND FISCAL 2026 RESULTS

TULSA,

OK, May 19, 2026—Educational Development Corporation (“EDC”, or the “Company”) (NASDAQ: EDUC), a publishing

company specializing in books and educational products for children, today reports financial results for the fiscal fourth quarter and

fiscal year ended February 28, 2026.

Fiscal

Year Summary Compared to the Prior Year

● Net

revenues of $22.9 million compared to $34.2 million.

● Average

active PaperPie Brand Partners totaled 5,800 compared to 12,300.

● Earnings

before income taxes totaled $5.3 million. Excluding the gain on the building sale

of $12.2 million, loss before income taxes were $(6.9) million.

● Income

tax expense was $3.0 million, with an effective tax of 56.5%, due to a one-time valuation

allowance of $1.5 million.

● Net

earnings totaled $2.3 million.

● Earnings

(loss) per share totaled $0.27, compared to a loss of $(0.63), on a fully diluted basis.

Fourth

Quarter Summary Compared to the Prior Year Fourth Quarter

● Net

revenues for the quarter were $4.2 million compared to $6.6 million.

● Average

active PaperPie Brand Partners totaled 4,500 compared to 9,400.

● Loss

before income taxes were $(2.1) million, a $0.6 million decline over the prior fiscal fourth quarter.

● Income

tax expense was $1.0 million due to a one-time valuation allowance of $1.5 million.

● Net

Loss totaled $(3.1) million a decline of $1.8 million over the prior fiscal fourth quarter.

● Loss

per share totaled $(0.37) compared to loss per share of $(0.16), on a fully diluted basis.

Per

Craig White, Chief Executive Officer, “Throughout fiscal 2026, we continued to run promotions with discounted pricing, strategically

prioritizing cash flow over profitability to reduce debt and lower inventory as part of our plan with the bank. These tactical decisions

helped us reduce our bank debts and past due invoices with our vendors. Remember, during the third quarter of fiscal 2026, we completed

the sale of the Hilti Complex for $32.2 million. The cash flow we produced coupled with the proceeds from that transaction allowed us

to completely pay off our bank borrowings totaling $30.9 million and we now remain debt free.”

“During

fiscal 2026, we reduced our inventory levels from $44.7 million to $37.7 million, generating $7.0 million of cash flows. Although we

are debt free, we remain focused on reducing our excess inventory and the cash flow generated from inventory reductions is expected to

further bolster our financial position. Our company has always taken a conservative approach to operations, and we believe the cash flow

gained from reducing surplus inventory and our cost cutting efforts position us well for future growth and performance.”

“While

completing the sale of the Hilti Complex and eliminating our interest and bank debts were our first priority, we have also continued

to focus on reducing our operating expenses. At the end of the fiscal year, as the next step in our turn-around plan, we executed a strategic

restructuring of our office and warehouse staff, including executive pay reductions, a small reduction in force, along with other expense

reductions. The total saving to our general and administrative expenses should exceed $1.2 million in fiscal 2027, giving us the flexibility

to continue our conservative purchasing plan which is expected to energize both of our sales divisions. I am glad to say that we have

begun releasing new titles in early fiscal 2027 and are looking to add additional new titles this summer and fall. In addition, we announced

a new $2.0 million Line of Credit with Regent Bank. This line gives us additional working capital, should we need it, to assist with

the pace of our planned growth.”

“I

am proud of the efforts of our team to stay focused during this challenging period of high inflation and the resulting reduced disposable

income of our customers.”

EDUCATIONAL

DEVELOPMENT CORPORATION

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended

February 28,

Twelve Months Ended

February 28,

2026

2025

2026

2025

NET REVENUES

$ 4,178,300

$ 6,636,300

$ 22,913,600

$ 34,191,000

EARNINGS (LOSS) BEFORE INCOME TAXES

(2,096,400 )

(1,530,000 )

5,346,800

(6,855,000 )

INCOME TAXES

1,010,600

(184,500 )

3,021,600

(1,591,400 )

NET EARNINGS (LOSS)

$ (3,107,000 )

$ (1,345,500 )

$ 2,325,200

$ (5,263,600 )

EARNINGS (LOSS) PER SHARE

$ (0.37 )

$ (0.16 )

$ 0.27

$ (0.63 )

DIVIDENDS PER SHARE

$ -

WEIGHTED AVERAGE NUMBER OF COMMON AND EQUIVALENT SHARES OUTSTANDING

Basic

8,511,364

8,583,494

8,563,491

8,348,971

Diluted

8,511,364

8,583,494

8,563,491

8,348,971

Fiscal

2026 Earnings Call

Date:

Tuesday, May 19, 2026

Time:

3:30 PM CT (4:30 PM ET)

Dial-in

number: (800) 717-1738

Conference

ID: 58335

The

conference call will be broadcast live and audio replays will be available following the event at www.edcpub.com/investors.

About

Educational Development Corporation (EDC)

EDC

began as a publishing company specializing in books for children. EDC is the owner and exclusive publisher of Kane Miller Books (“Kane

Miller”); Learning Wrap-Ups, maker of educational manipulatives; and SmartLab Toys, maker of STEAM-based toys and games. EDC is

also the exclusive United States MLM distributor of Usborne Publishing Limited (“Usborne”) children’s books. EDC-owned

products are sold via 4,000 retail outlets and EDC and Usborne products are offered by independent brand partners who hold book showings

through social media, book fairs with schools and public libraries, in individual homes, as well as other in-person events and internet

sales.

Contact:

Educational

Development Corporation

Craig

White, (918) 622-4522

Cautionary

Statement for the Purpose of the “Safe Harbor” Provision of the Private Securities Litigation Reform Act of 1995.

The

information discussed in this Press Release includes “forward-looking statements.” These forward-looking statements are identified

by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,”

“believe,” “intend,” “achievable,” “anticipate,” “continue,” “potential,”

“should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these

forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and we can give no assurance

that such expectations or assumptions will be achieved. Known and unknown risks, uncertainties and other factors may cause our actual

results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied

by forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our success

in recruiting and retaining new brand partners, our ability to locate and procure desired books, our ability to ship the volume of orders

that are received without creating backlogs, our ability to obtain adequate financing for working capital and capital expenditures, economic

and competitive conditions, regulatory changes and other uncertainties, the COVID-19 pandemic, as well as those factors discussed in

our Annual Report on Form 10-K for the year ended February 28, 2026, all of which are difficult to predict. In light of these risks,

uncertainties and assumptions, the forward-looking events discussed may not occur. All forward-looking statements attributable to us

or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere

in our Annual Report on Form 10-K for the year ended February 28, 2026 and speak only as of the date of this Press Release. Other than

as required under the securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new

information, subsequent events or circumstances, changes in expectations or otherwise.

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