[8-K] Educational Development Corp Reports Material Event

Rhea-AI Filing Summary

Item 1.02 – Termination of Material Agreement

On 28-Jul-2025 Educational Development Corporation (NASDAQ: EDUC) received written notice from TG OTC, LLC terminating the purchase agreement executed 14-May-2025. The Form 8-K does not disclose consideration, break-up fees or penalties, nor does it outline the original deal’s strategic purpose or any replacement plans. The Company states the brief description is qualified in its entirety by the underlying contract.

Exhibits

• Exhibit 99.1 – Press release dated 31-Jul-2025
• Exhibit 104 – Inline XBRL cover page

No financial statements, earnings guidance or additional material events were included.

Positive

• None.

Negative

• Termination of a previously disclosed purchase agreement removes potential strategic and financial benefits, with no details on compensation or contingency plans.

Insights

Securities Analyst

TL;DR: Termination eliminates potential deal upside; without disclosed fees or alternatives, event is mildly negative until financial impact clarified.

The cancelled agreement removes an unidentified transaction that management previously deemed material enough to disclose. Because the filing omits purchase price, expected synergies or penalties, investors cannot assess earnings impact or balance-sheet consequences. However, loss of a material contract often hints at foregone revenue or strategic opportunity. Until management provides additional colour—likely via the accompanying press release—market reaction should skew cautious. Overall impact: modestly negative, but magnitude remains uncertain.

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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): July 31, 2025 (July 28, 2025)

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 ☐

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 1.02 TERMINATION OF A MATERIAL AGREEMENT

On July 28, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) received notice from TG OTC, LLC (“Buyer”) that they terminated the original purchase agreement dated May 14, 2025.

The foregoing descriptions are a summary of the material terms of the Contract and are not complete. These descriptions are qualified in all respects.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

Exhibit Number		Description
99.1		Press Release dated July 31, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

1

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 and Chief Executive Officer

Date: July 31, 2025

2

FAQ

Why did Educational Development (EDUC) file an 8-K on July 31 2025?

To disclose that TG OTC, LLC terminated the purchase agreement originally signed on May 14 2025.

Which agreement was terminated in the EDUC 8-K?

The purchase agreement between Educational Development Corporation and TG OTC, LLC dated May 14 2025.

Were any break-up fees or penalties disclosed?

No; the filing does not mention financial penalties, fees or other compensation related to the termination.

Does the 8-K include updated financial guidance or statements?

No. The company did not provide financial statements, earnings updates or guidance in this report.

What exhibits accompany the July 31 2025 8-K?

Exhibit 99.1 (press release dated July 31 2025) and Exhibit 104 (Inline XBRL cover page file).