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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
of
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 ☒
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
2.02. Results of Operations and Financial Condition.
On
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 |
| |
LeeAnn Rohmann |
| |
Chief Executive Officer |
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.
To
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 | | |
Unaudited | | |
Unaudited | | |
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 | ) | |
| 0 | | |
| (14,812 | ) | |
| 0 | |
| Loss on debt settlement | |
| (333,250 | ) | |
| 0 | | |
| (333,250 | ) | |
| 0 | |
| 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
To
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.
In
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, | | |
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
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