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Educational Development Corporation Announces 1st Amendment to Real Estate Contract and Receipt of Buyers Intent to Proceed with Purchase of Real Estate

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Educational Development Corporation (NASDAQ: EDUC) announced a 1st Amendment to the commercial real estate contract for the Hilti Complex dated October 1, 2025. The amendment extended the due-diligence period to October 6, 2025 and reduced the purchase price to $32,200,000. On October 6, 2025 the buyer delivered a Notice to Proceed, subject to conditions, waiving the buyer's escrow rights. Proceeds are planned to repay outstanding bank borrowings; closing is expected within the remaining 45-day period in the original contract.

The Complex is 402,000 rentable sq ft on 37 acres with ~183,800 sq ft leased to Hilti (15 years) and ~110,000 sq ft leased to Crusoe Energy (10 years). EDC will assign third-party leases and enter a separate triple-net lease for its occupied space at closing.

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Positive

  • Purchase price set at $32,200,000
  • Buyer issued Notice to Proceed on October 6, 2025
  • Proceeds earmarked to repay outstanding bank borrowings
  • Expected elimination of monthly mortgage payments improving monthly cashflow

Negative

  • Purchase price was reduced (amendment lowered price)
  • Buyer Notice to Proceed is subject to conditions, not unconditional
  • Due-diligence period had to be extended to October 6, 2025

Insights

Sale of the Hilti Complex for $32,200,000 and buyer’s notice to proceed should materially reduce borrowings and improve monthly cashflow.

Educational Development Corporation executed a 1st amendment extending due diligence to October 6, 2025 and reduced the purchase price to $32,200,000; the buyer delivered a Notice to Proceed subject to conditions and EDC intends to use proceeds to repay outstanding bank balances. At closing EDC will assign third-party tenant leases and sign a triple-net lease for its occupied portion, preserving tenancy while removing mortgage obligations.

Key dependencies and risks remain explicit: the transaction requires a closing within the remaining 45-day period of the original contract and the buyer’s conditional waiver of escrow. If closing occurs as planned, EDC will eliminate monthly mortgage payments and reduce working capital borrowings, which the company states will improve monthly cashflow immediately. Watch for the actual closing within the contractual window and confirmation that proceeds were applied to bank balances as stated; these are the monitorable items over the next 45 days.

Tulsa, Oklahoma--(Newsfile Corp. - October 6, 2025) - Educational Development Corporation (NASDAQ: EDUC) ("EDC", the "Company" or "Seller") (http://www.edcpub.com) announced that on October 1, 2025, the Company and 10Mark 10K Industrial, LLC, a Delaware limited liability company ("Buyer") executed the 1st Amendment to the Commercial Real Estate Contract ("Contract") for the Hilti complex, (the "Complex") extending the term of the initial 45 day due diligence period from October 2, 2025 to October 6, 2025 and reduced the purchase price of the Hilti Complex to $32,200,000.

October 6, 2025, the Company received the Buyer's Notice to Proceed pursuant to the Contract. This notice to proceed, subject to certain conditions, waives the Buyer's right to the escrow outlined in the Contract.

Per Craig White, President and Chief Executive Officer of Educational Development Corporation, "Over the last several weeks we have been working with the buyer to resolve certain issues associated with the sale of the Hilti Complex. Today, I am pleased to announce that we have received notice from the buyer of their intention to close on the transaction. The proceeds from the sale will be used to pay back our outstanding balances owed to our bank. The closing of the transaction is expected to occur within the remaining 45 days period outlined in the original Contract."

"Selling the Hilti Complex and reducing our borrowings is in the best interest of our shareholders, and we expect to have limited working capital borrowings going forward. The interest saved on the reduced borrowings will exceed our monthly rental payments and we will no longer have monthly mortgage payments, providing an immediate improvement to our monthly cashflows. We also expect our cashflow from operations to be very strong in the upcoming years as we convert our excess inventory into cash."

The Complex consists of multiple buildings totaling 402,000 square feet of rentable office and warehouse space on 37-acres. Approximately 183,800 square feet of the Hilti Complex is occupied by Hilti under a 15-year lease. In addition, approximately 110,000 square feet of the Hilti Complex is occupied by Crusoe Energy under a 10-year lease. At closing, EDC will assign the existing third-party tenant leases to the Buyer and will execute a separate Triple-Net Lease (the "Lease") for its occupied space in the Hilti Complex.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269374

FAQ

What price did Educational Development Corporation agree to sell the Hilti Complex for (EDUC)?

The amended contract sets the purchase price at $32,200,000.

When did the buyer deliver the Notice to Proceed for the Hilti Complex sale (EDUC)?

The buyer delivered a Notice to Proceed on October 6, 2025, subject to certain conditions.

How will the Hilti Complex sale proceeds be used by Educational Development Corporation (EDUC)?

The company said proceeds will be used to repay outstanding bank borrowings.

What is the expected timing for closing the Hilti Complex sale (EDUC)?

Closing is expected to occur within the remaining 45-day period outlined in the original contract.

How large is the Hilti Complex and who are the major tenants (EDUC)?

The Complex totals 402,000 sq ft on 37 acres; ~183,800 sq ft leased to Hilti (15-year lease) and ~110,000 sq ft leased to Crusoe Energy (10-year lease).

What happens to existing tenant leases at closing of the Hilti Complex sale (EDUC)?

EDC will assign existing third-party tenant leases to the buyer and sign a separate triple-net lease for its occupied space.
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