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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) May 14, 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
May 14, 2026, Legacy Education Inc. (the “Company”) announced financial results for the quarter ended March 31, 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 May 14, 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:
May 14, 2026 |
|
Legacy
Education Inc. |
| |
|
|
| |
|
/s/
LeeAnn Rohmann |
| |
|
LeeAnn
Rohmann |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Legacy
Education Inc. Reports Third Quarter Fiscal 2026 Growth Across Revenue, Enrollment, and Earnings
Lancaster,
California, May 14, 2026 (PR Newswire) — 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 fiscal third quarter ended March 31, 2026.
Legacy
Education Inc. will host a conference call to discuss its third quarter financial results on Thursday, May 14, 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: Q3 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
a day in advance or 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.
Third
Quarter Fiscal 2026 Financial Highlights
| ● | Revenue
grew 15.0% to $21.4 million |
| ● | New
student starts were 1,078 |
| ● | Net
income of $3.0 million, up 7.5% |
| ● | Adjusted
EBITDA of $4.4 million, up 12.6% |
| ● | Diluted
earnings per share of $0.22, up 4.8% |
Nine
months ended March 31, 2026 Financial Highlights
| ● | Revenue
grew 29.7% to $60.0 million |
| ● | New
student starts increased 12.7%, to 2,788 |
| ● | Net
income of $7.3 million, up 15.1% |
| ● | Adjusted
EBITDA of $10.5 million, up 22.3% |
| ● | Diluted
earnings per share of $0.52, up 2.0% |
Key
Achievements and Strategic Developments
| ● | Student
population as of March 31, 2026, increased 9.4% to 3,550 from 3,245 |
| ● | Facility
expansion at High Desert Medical College Lancaster and Temecula campuses |
| ● | Branch
Letter of Intent executed |
| ● | New
programs launched at High Desert Medical College – Surgical Technology AAS and Sterile
Processing Technician |
| ● | New
program launched at Integrity College of Health – Sterile Processing Technician |
“We
continue to see strong interest in healthcare career training across our markets, supported by student demand and steady enrollment trends,”
said LeeAnn Rohmann, Chief Executive Officer of Legacy Education. “During the quarter, we remained focused on disciplined execution,
operational improvements, and expanding access to career-focused programs that align with workforce needs. We believe our strong balance
sheet and growing student population continues building scale across the organization.”
QUARTER
END FINANCIAL RESULTS
Third
Quarter ended March 31, 2026 compared to March 31, 2025
| ● | Revenue
for the three months ended March 31, 2026 increased by $2.8 million, or 15%, to $21.4 million,
compared to $18.6 million for the same period in 2025 driven by new student starts of 1,078
resulting in a 9.4% increase in student enrollment to 3,550. |
| ● | Educational
services expense for the three months ended March 31, 2026 increased by $0.9 million,
or 9%, to $11.0 million, compared to $10.1 million in the prior year period. The increase
was primarily driven by increased instructional and staffing costs associated with increased
student enrollment, including externship fees and non-cash compensation charge. As a percentage
of revenue, educational expenses declined from 54.4% to 51.7% primarily due to operating
efficiencies in employee compensation and facility costs offset by increases in externship
fees and non-cash compensation. |
| ● | General
and administrative expense was $6.2 million for the three months ended March 31, 2026
compared to $4.6 million for the three months ended March 31, 2025, an increase of $1.5 million,
or 33.5%. The increase was primarily attributable to an increase in marketing expense, bad
debt and professional fees. Of the total general and administrative expense, $1.5 million
and $1.2 million related to advertising expense for the three months ended March 31, 2026
and 2025, respectively. |
YEAR
TO DATE FINANCIAL RESULTS
Nine
Months Ended March 31, 2026 compared to March 31, 2025
| ● | Revenue
for the nine months ended March 31, 2026 increased by $13.7 million, or 29.7%, to $60.0 million,
compared to $46.2 million for the same period in 2025 driven by a 12.7% increase in new student
starts to 2,788 from 2,473 last year resulting in a 9.4% increase in student population to
3,550. |
| ● | Educational
services expense for the nine months ended March 31, 2026, increased by $6.9 million,
or 28%, to $31.7 million compared to $24.8 million for the same period in 2025. The increase
was primarily driven by increased instructional and staffing costs required to support increased
student enrollment, as well as rent, externship fee and non-cash compensation charge. As
a percentage of revenue, educational expenses declined from 53.6% to 52.8% primarily due
to operating efficiencies in employee compensation and facility costs offset by increases
in externship fees and non-cash compensation. |
| ● | General
and administrative expense for the nine months ended March 31, 2026, was $18.4 million
compared to $12.9 million for the nine months ended March 31, 2025, an increase of $5.4 million,
or 42.1%. The increase was primarily attributable to increased marketing expense, bad debt
expense and professional fees. Of the total general and administrative expense, $4.8 million
and $3.5 million related to advertising expense for the nine months ended March 31, 2026
and 2025, respectively. |
| | |
Three Months Ended | | |
Nine Months Ended | |
| | |
March 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| REVENUE | |
| | | |
| | | |
| | | |
| | |
| Tuition and related income, net | |
$ | 21,368,706 | | |
$ | 18,577,565 | | |
$ | 59,954,372 | | |
$ | 46,217,790 | |
| OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Educational services | |
| 11,044,240 | | |
| 10,116,976 | | |
| 31,657,916 | | |
| 24,800,776 | |
| General and administrative | |
| 6,164,610 | | |
| 4,618,026 | | |
| 18,377,874 | | |
| 12,933,202 | |
| General and administrative - related party | |
| 61,250 | | |
| 46,500 | | |
| 267,850 | | |
| 170,700 | |
| Depreciation and amortization | |
| 155,753 | | |
| 130,066 | | |
| 453,095 | | |
| 317,046 | |
| Total costs and expenses | |
| 17,425,853 | | |
| 14,911,568 | | |
| 50,756,735 | | |
| 38,221,724 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING INCOME | |
| 3,942,853 | | |
| 3,665,997 | | |
| 9,197,637 | | |
| 7,996,066 | |
| Loss on disposal of fixed assets | |
| (8,005 | ) | |
| - | | |
| (11,895 | ) | |
| - | |
| Interest expense | |
| (8,067 | ) | |
| (26,342 | ) | |
| (60,210 | ) | |
| (84,010 | ) |
| Interest income | |
| 320,715 | | |
| 305,382 | | |
| 969,946 | | |
| 861,800 | |
| Total other income | |
| 304,643 | | |
| 279,040 | | |
| 897,841 | | |
| 777,790 | |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME BEFORE INCOME TAXES | |
| 4,247,496 | | |
| 3,945,037 | | |
| 10,095,478 | | |
| 8,773,856 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| (1,218,200 | ) | |
| (1,127,572 | ) | |
| (2,836,521 | ) | |
| (2,466,592 | ) |
| Net income | |
$ | 3,029,296 | | |
$ | 2,817,465 | | |
$ | 7,258,957 | | |
$ | 6,307,264 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income per share | |
| | | |
| | | |
| | | |
| | |
| Basic net income per share | |
$ | 0.24 | | |
$ | 0.23 | | |
$ | 0.58 | | |
$ | 0.56 | |
| Diluted net income per share | |
$ | 0.22 | | |
$ | 0.21 | | |
$ | 0.52 | | |
$ | 0.51 | |
| Basic weighted average shares outstanding | |
| 12,617,328 | | |
| 12,377,420 | | |
| 12,563,067 | | |
| 11,309,831 | |
| Diluted weighted average shares outstanding | |
| 14,064,470 | | |
| 13,528,144 | | |
| 13,949,964 | | |
| 12,460,555 | |
| Selected Consolidated Balance Sheet Data: | |
March 31, 2026 | |
| | |
(unaudited) | |
| Cash and cash equivalents | |
$ | 21,681,064 | |
| Current assets | |
| 43,968,809 | |
| Working capital | |
| 30,879,885 | |
| Total assets | |
| 75,459,848 | |
| Current liabilities | |
| 13,088,924 | |
| Total stockholders’ equity | |
| 49,517,960 | |
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. This reconciliation adjusts the related GAAP financial measures to exclude operating income
to adjust the impact of non-cash compensation in the periods presented. 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 prior and proposed 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 | | |
Nine Months Ended | |
| | |
March 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net income | |
$ | 3,029,296 | | |
$ | 2,817,465 | | |
$ | 7,258,957 | | |
$ | 6,307,264 | |
| Other income | |
| (304,643 | ) | |
| (279,040 | ) | |
| (897,841 | ) | |
| (777,790 | ) |
| Provision for income taxes | |
| 1,218,200 | | |
| 1,127,572 | | |
| 2,836,521 | | |
| 2,466,592 | |
| Depreciation and amortization | |
| 155,753 | | |
| 130,066 | | |
| 453,095 | | |
| 317,046 | |
| EBITDA | |
| 4,098,606 | | |
| 3,796,063 | | |
| 9,650,732 | | |
| 8,313,112 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-cash compensation | |
| 296,001 | | |
| 107,364 | | |
| 861,205 | | |
| 283,553 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
$ | 4,394,607 | | |
$ | 3,903,427 | | |
$ | 10,511,937 | | |
$ | 8,596,665 | |
ABOUT
LEGACY EDUCATION
Legacy
Education (NYSE American: LGCY) is an award-winning, 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 Counsel
admin@amatoandpartners.com
