Educational Development (NASDAQ: EDUC) to sell Tulsa HQ for $32.2M

Rhea-AI Filing Summary

Educational Development Corporation entered into an amended real estate sale contract to sell its Tulsa headquarters and distribution warehouse, the Hilti Complex, for $32,200,000 to 10Mark 10K Industrial, LLC.

The amendment extended the buyer’s due diligence deadline to October 6, 2025, and the buyer delivered a notice to proceed on that date, waiving its right to the escrow subject to certain conditions. The purchase is expected to be completed within the next 45 days under the original contract terms.

Insights

Real estate and corporate transactions analyst

EDC moves forward with a $32.2M sale of its headquarters complex.

Educational Development Corporation has an amended agreement to sell its Hilti Complex headquarters and warehouse in Tulsa to 10Mark 10K Industrial, LLC for $32,200,000. The amendment slightly extended the buyer’s due diligence period and confirmed a lower purchase price.

On October 6, 2025, the buyer issued a notice to proceed under the purchase agreement, which, subject to conditions, waives its right to the escrow provided in the agreement. This step indicates the buyer’s intention to close, though completion is still contingent on the contract’s remaining conditions.

The transaction is expected to be completed within the next 45 days as outlined in the original contract. Subsequent company filings or the referenced press release dated October 6, 2025 may provide additional detail on the closing status and any related lease arrangements with the buyer.

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 2025-10-01 2025-10-01 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): October 6, 2025 (October 1, 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 Company did not disclose the name of the buyer at that time as there was an initial 45-day due diligence period where the buyer, at their option, could terminate the agreement.

On October 1, 2025, the Company and 10Mark 10K Industrial, LLC, a Delaware limited liability company (“Buyer”) executed the 1^st Amendment to the Contract 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 Purchase Agreement. This notice to proceed, subject to certain conditions, waives the Buyer’s right to the escrow in the Agreement. The purchase is expected to be completed in the next 45 days as outlined in the original Contract.

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 October 6, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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:	October 6, 2025

2

FAQ

What transaction did Educational Development Corporation (EDUC) announce regarding its headquarters?

Educational Development Corporation agreed to sell its Tulsa headquarters and distribution warehouse, known as the Hilti Complex, to 10Mark 10K Industrial, LLC for $32,200,000. The deal is structured under a Commercial Real Estate Sale Contract with provisions detailed in an amended agreement.

Who is the buyer of Educational Development Corporation’s (EDUC) Hilti Complex?

The buyer is 10Mark 10K Industrial, LLC, a Delaware limited liability company. This entity executed a first amendment to the real estate sale contract with Educational Development Corporation covering the Hilti Complex in Tulsa, Oklahoma.

How much is Educational Development Corporation (EDUC) receiving for the Hilti Complex?

The amended contract sets the purchase price of the Hilti Complex at $32,200,000. This figure reflects a reduction agreed to when the parties extended the initial due diligence period for the buyer.

When is the sale of EDUC’s Hilti Complex expected to be completed?

The purchase is expected to be completed within the next 45 days as outlined in the original contract. This timing follows the buyer’s notice to proceed dated October 6, 2025.

What change was made to the due diligence period in EDUC’s sale contract?

The first amendment extended the initial 45-day due diligence period deadline from October 2, 2025 to October 6, 2025. At the same time, the parties reduced the purchase price of the Hilti Complex to $32,200,000.

What is the significance of the buyer’s notice to proceed in the EDUC transaction?

On October 6, 2025, the buyer issued a notice to proceed under the purchase agreement. This notice, subject to certain conditions, waives the buyer’s right to the escrow provided in the agreement, indicating the intent to move toward closing.