Lincoln Educational (NASDAQ: LINC) CEO granted 70,716 restricted shares under 2020 plan

Rhea-AI Filing Summary

SHAW SCOTT M reported acquisition or exercise transactions in this Form 4 filing.

Lincoln Educational Services CEO and director Scott M. Shaw reported an equity award of 70,716 shares of restricted common stock. The grant was made at no cash cost per share under the company’s 2020 Long-Term Incentive Plan and increases his direct holdings to 1,167,689 shares.

Half of the award is subject to time-based vesting in substantially equal annual tranches over three years beginning on March 1, 2027. The other half is performance-based and will vest, if at all, over three years depending on company metrics, with the potential for up to 200% of the performance-based portion to vest if targets are exceeded.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHAW SCOTT M

(Last) (First) (Middle)

C/O LINCOLN EDUCATIONAL SERVICES CORP

14 SYLVAN WAY, STE A

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LINCOLN EDUCATIONAL SERVICES CORP [ LINC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		70,716(1)	A	$0	1,167,689	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person was granted 70,716 shares of restricted common stock under the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan. Fifty percent of the grant is subject to time-based vesting while the remaining fifty percent of the grant is subject to performance-based vesting. The shares of restricted common stock subject to performance based vesting will vest, if at all, upon the Company's achievement of metrics set by the registrant and may result in additional shares being issued up to a maximum of 200% of the performance-based shares reported above if the target set is exceeded. As to the time-based shares, the shares will vest, if at all, in substantially equal annual tranches over three years beginning on March 1, 2027. Similarly, as to the performance-based shares, the shares will vest, if at all, in annual tranches over three years with the number of shares vesting being determined based on the percentage of the target achieved.

	/s/ Scott M. Shaw	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did LINC report for Scott M. Shaw?

Lincoln Educational Services reported that CEO Scott M. Shaw received a grant of 70,716 shares of restricted common stock. The award was issued under the 2020 Long-Term Incentive Plan and increased his directly held stake to 1,167,689 common shares.

Was Scott M. Shaw’s latest LINC stock award a purchase or a grant?

The transaction was a grant, not an open-market purchase. Scott M. Shaw was awarded 70,716 restricted shares at a stated price of $0.00 per share under the 2020 Long-Term Incentive Plan as part of his equity compensation.

How do the time-based vesting terms work for Scott M. Shaw’s new LINC shares?

Fifty percent of the 70,716 restricted shares vest based on time. These time-based shares are scheduled to vest, if at all, in substantially equal annual tranches over three years beginning on March 1, 2027, subject to continued service conditions.

What are the performance-based vesting conditions on Scott M. Shaw’s LINC grant?

Half of the award is tied to performance metrics set by the company. These performance-based restricted shares may vest over three years, with the number of shares earned depending on the percentage of the target achieved under the specified performance criteria.

Can Scott M. Shaw receive more than 70,716 LINC shares from this award?

Yes, the performance-based portion can scale up. If the company exceeds the targets set for the performance-based component, additional shares may be issued, up to a maximum of 200% of the performance-based shares originally reported in the award.

Under which plan was Scott M. Shaw’s LINC restricted stock granted?

The 70,716 restricted shares were granted under the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan. This plan is used to provide equity-based compensation, aligning executive incentives with the company’s long-term performance goals.