Form 8-K

8-K — Legacy Education Inc.

Accession: 0001493152-26-044865

Filed: 2026-09-29

Period: 2026-09-24

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) September 24, 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.

September 24, 2026, Legacy Education Inc. (the “Company”)

announced financial results for the fiscal year ended June 30, 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 September 24, 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:

September 29, 2026

Legacy Education Inc.

/s/

LeeAnn Rohmann

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Legacy

Education Delivers Record Fiscal 2026 Results with 25% Revenue Growth and Continued Enrollment Gains

LANCASTER,

Calif., Sept. 24, 2026 /PRNewswire/ -- 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 fourth quarter

and fiscal year ended June 30, 2026.

Legacy

Education Inc. will host a conference call to discuss fourth quarter and fiscal year-end financial results on Thursday, September 24,

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: Q4 and Full FY 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 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.

Fourth

Quarter Fiscal 2026 Financial Highlights

● Revenue

grew 12.0% to $20.1 million

● Net

income grew 53.3% to $1.9 million

● Diluted

earnings per share increased 44.4% to $0.13

● EBITDA

of $2.8 million and adjusted EBITDA of $3.1 million

Fiscal

Year Ended June 30, 2026 Financial and Operational Highlights

● Revenue

grew 24.8% to $80.1 million

● Net

income grew 21.3% to $9.1 million

● Diluted

earnings per share increased 11.9% to $0.66

● EBITDA

of $12.5 million and adjusted EBITDA of $13.6 million

● New

student starts increased 9.0%

● Ended

year with student population of 3,377, 8.9% higher than 2025

Strategic

Developments

● Increased

capacity at High Desert Medical College’s Lancaster and Temecula campuses through significant

facility expansions, positioning both campuses to accommodate continued enrollment and program

growth.

● Expanded

Legacy Education’s geographic footprint beyond California, signing a lease for the

Company’s first planned campus in Houston, Texas.

● Advanced

Contra Costa Medical Career College’s academic portfolio with two newly approved degree

programs and one certificate program, with launches planned for the second quarter of fiscal

2027.

● Achieved

the maximum reaccreditation term for two schools, while maintaining institutional accreditation

across all four Legacy Education institutions.

“Our

fiscal 2026 results reflect the continued strength of Legacy Education and the meaningful progress we are making across the organization,”

said LeeAnn Rohmann, Chief Executive Officer of Legacy Education Inc. “Revenue, new student starts and our year-end student population

all increased, reflecting continued demand for our career-focused education programs. At the same time, we expanded our academic offerings,

increased capacity at key campuses and advanced our geographic expansion strategy. We enter fiscal 2027 with strong momentum and a clear

focus on serving more students, broadening access to high-quality career education and creating sustainable, long-term value for our

shareholders.”

YEAR

END FINANCIAL RESULTS

Year

ended June 30, 2026 compared to June 30, 2025

● Revenue

was $80.1 million in fiscal 2026 compared to $64.2 million in fiscal 2025, an increase

of $15.9 million, or 24.8%, driven by new student starts of 3,483. This resulted in a 9%

increase in student enrollment to 3,377. The increase was also impacted by the timing of

the CCMCC acquisition in December 2024 in which a full year of revenue was reported in the

current year while only half in the prior year.

● Educational

services were $42.9 million in fiscal 2026 compared to $34.2 million in fiscal 2025,

an increase of $8.7 million, or 25.3%. The increase was primarily attributable to the increased

instructional and staffing required to support the increase in enrollments as well as increased

rent and books, supplies, externship fees and an increase in non-cash compensation charge

of approximately $0.6 million. As a percentage of revenue, educational services expense increased

slightly from 53.4% to 53.6%, reflecting the same cost factors described above.

● General

and administrative expense was $24.2 million in fiscal 2026, compared to $19.1 million

in fiscal 2025, an increase of $5.1 million, or 26.7%. General and administrative expense

increased primarily due to higher marketing expense, professional fees, and increased bad

debt expense associated with higher student enrollment, growth in accounts receivable balances,

and the Company’s periodic reassessment of expected credit losses and write-offs associated

with inactive student accounts. As a percentage of revenue, general and administrative expense

increased from 29.8% to 30.2% primarily due to increases in offices supplies and other general

and administrative expenses offset by reductions in marketing and bad debt as a percentage

of revenue. Of the total general and administrative expense, $5.9 million and $4.7 million

relate to marketing expenses for fiscal 2026 and 2025, respectively. Bad debt expense was

approximately $4.0 million, or 5% of revenue in fiscal 2026 compared to approximately $3.4

million, or 5.3% of revenue in fiscal 2025.

Three Months Ended

June 30,

Year Ended

June 30,

2026

2025

2026

2025

Unaudited

REVENUE

Tuition and related income, net

$ 20,101,822

$ 17,950,235

$ 80,056,194

$ 64,168,025

OPERATING EXPENSES

Educational services

11,263,632

9,446,177

42,921,548

34,246,953

General and administrative

5,910,204

6,306,067

24,210,228

19,114,874

General and administrative - related party

124,200

83,059

469,900

378,154

Depreciation and amortization

190,990

124,672

644,085

441,718

Total costs and expenses

17,489,026

15,959,975

68,245,761

54,181,699

OPERATING INCOME

2,612,796

1,990,260

11,810,433

9,986,326

Loss on disposal of fixed assets

(2,917 )

(14,812 )

Loss on debt settlement

(333,250 )

Interest expense

(7,940 )

(28,721 )

(68,150 )

(112,731 )

Interest income

317,854

287,433

1,287,800

1,149,234

Total other income (expense)

(26,253 )

258,712

871,588

1,036,503

INCOME BEFORE INCOME TAXES

$ 2,586,543

$ 2,248,972

$ 12,682,021

$ 11,022,829

Income tax expense

(706,017 )

(1,022,005 )

(3,542,538 )

(3,488,597 )

NET INCOME

$ 1,880,526

$ 1,226,967

$ 9,139,483

$ 7,534,232

Net income per share

Basic net income per share

$ 0.15

$ 0.10

$ 0.73

$ 0.65

Diluted net income per share

$ 0.13

$ 0.09

$ 0.66

$ 0.59

Basic weighted average shares outstanding

12,711,023

12,397,451

12,599,955

11,581,383

Diluted weighted average shares outstanding

14,093,403

13,621,522

13,935,937

12,685,036

Selected Consolidated Balance Sheet Data:

June 30, 2026

Cash and cash equivalents

$ 22,731,159

Current assets

45,807,980

Total assets

78,549,749

Current liabilities

12,364,750

Total stockholders’ equity

52,765,456

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. The most directly comparable GAAP financial measure to each of EBITDA and adjusted EBITDA

is net income. EBITDA is calculated as net income before other expense (income), net, provision for income taxes, and depreciation and

amortization. Adjusted EBITDA is EBITDA further adjusted to exclude non-cash stock-based compensation. 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 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

Year Ended

June 30,

2026

2025

2026

2025

Net income

$ 1,880,526

$ 1,226,967

$ 9,139,483

$ 7,534,232

Adjusted to exclude the following:

Other expense (income), net

26,253

(258,712 )

(871,588 )

(1,036,503 )

Provision for income taxes

706,017

1,022,005

3,542,538

3,488,597

Depreciation and amortization

190,990

124,672

644,085

441,718

EBITDA

2,803,786

2,114,932

12,454,518

10,428,044

Non-cash compensation

309,772

269,246

1,170,977

552,800

Adjusted EBITDA

$ 3,113,558

$ 2,384,178

$ 13,625,495

$ 10,980,844

About

Legacy Education Inc.

Legacy

Education (NYSE American: LGCY) is a 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

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 Council

admin@amatoandpartners.com

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