Headquarters sale brings $32,500,000 to Educational Development (NASDAQ: EDUC)

Rhea-AI Filing Summary

Educational Development Corporation entered into a Commercial Real Estate Sale Contract to sell its Tulsa headquarters and distribution warehouse, known as the Hilti Complex, for $32,500,000.

The company plans to use the sale proceeds to pay off its Term Loans and Revolving Loan under its existing credit agreement with its bank, reducing its debt. At closing, existing third-party tenant leases will be assigned to the buyer, and EDC will sign a separate triple-net lease for the space it occupies.

The new lease will run for 10 years at an initial rate of $8.00 per square foot with 2.5% annual increases, and EDC will have two additional five-year renewal options, also with 2.5% annual escalations. Under the triple-net structure, EDC and other tenants will cover utilities, insurance, property taxes, and regular maintenance.

Insights

Real estate and capital structure analyst

EDC is monetizing its HQ real estate to pay down bank debt while remaining as a long-term tenant.

Educational Development Corporation agreed to sell its Tulsa headquarters and warehouse (the Hilti Complex) for $32,500,000, with proceeds directed to repay Term Loans and a Revolving Loan under its bank credit agreement. This turns an illiquid real estate asset into cash while keeping operations in place via a leaseback.

The company will enter a 10‑year triple-net lease at $8.00 per square foot with 2.5% annual rent escalations and two additional five‑year renewal options with the same escalation rate. Triple-net terms mean EDC and other tenants, rather than the new owner, will pay utilities, insurance, property taxes, and regular maintenance, so future occupancy cost will combine base rent plus these property expenses.

The agreement includes an initial 45‑day due diligence period for the buyer, after which earnest money becomes non‑refundable, followed by 45 days to close. Actual impact on leverage, interest expense, and ongoing occupancy costs will depend on the existing loan balances being repaid and the long‑term lease expenses relative to prior ownership costs, which may be detailed in future filings once the transaction closes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0000031667 0000031667 2025-08-18 2025-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 21, 2025 (August 18, 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 1.01 ENTRY INTO A MATERIAL AGREEMENT

On August 18, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) executed a Commercial Real Estate Sale Contract (“Contract”) with a Buyer for the Company’s headquarters and distribution warehouse located at 5400-5402 South 122^nd East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”).

The agreed upon sale price of the Hilti Complex per the executed Contract totaled $32,500,000. The proceeds from the sale will be utilized to pay off the Term Loans and Revolving Loan outstanding in the Credit Agreement with the Company’s Bank. 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. The Agreement provides the buyer with an initial due diligence period of 45 days to complete inspections after which the earnest money in the agreement becomes non-refundable. The Buyer will then have 45 days to complete the purchase.

The terms of the lease will be 10 years, and the initial lease rate will be $8.00 per square foot, with 2.5% annual escalations. The Seller will also have two five-year renewal and extension options with 2.5% increases annually in the base rental rate of the preceding year. The Lease will also include triple-net terms, where the Seller and other tenants will be responsible for utilities, insurance, property taxes, and regular maintenance..

The foregoing descriptions are a summary of the material terms of the Contract and are not complete. These descriptions are qualified in all respects subject to the actual provisions of the sale Contract and Lease with the Buyer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

Exhibit Number		Description
99.1		Press Release dated August 21, 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:	August 21, 2025

2

FAQ

What major transaction did Educational Development Corporation (EDUC) announce?

Educational Development Corporation executed a Commercial Real Estate Sale Contract to sell its headquarters and distribution warehouse, the Hilti Complex in Tulsa, Oklahoma, for $32,500,000.

How will EDUC use the $32,500,000 from the Hilti Complex sale?

The company plans to use the $32,500,000 in sale proceeds to pay off its Term Loans and Revolving Loan outstanding under its credit agreement with its bank.

Will Educational Development Corporation remain in its current facility after the sale?

Yes. At closing, the company will assign existing third‑party tenant leases to the buyer and enter into a separate 10‑year triple-net lease for the space it occupies in the Hilti Complex.

What are the key terms of EDUC’s new lease for the Hilti Complex?

The lease term is 10 years with an initial base rent of $8.00 per square foot and 2.5% annual escalations. The company also has two five‑year renewal and extension options with 2.5% annual increases in the base rental rate of the preceding year.

What does triple-net mean in EDUC’s new lease arrangement?

Under the triple-net lease, Educational Development Corporation and other tenants will be responsible for utilities, insurance, property taxes, and regular maintenance, in addition to paying base rent.

What timelines are included in the buyer’s obligations under the sale contract with EDUC?

The buyer has an initial 45‑day due diligence period to complete inspections, after which earnest money becomes non‑refundable, followed by 45 days to complete the purchase.