LINC (LINC) CEO logs stock grant and 72,839-share tax withholding move

Rhea-AI Filing Summary

Lincoln Educational Services CEO Scott M. Shaw reported two stock transactions. He received a grant of 9,991 shares of common stock under the 2020 Long-Term Incentive Plan, tied to performance-based restricted stock that vested above target. In a separate tax-withholding disposition, 72,839 shares were withheld by the company at $36.24 per share to cover income taxes due on the vesting and delivery of performance-based and time-based restricted stock awards.

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

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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)
03/01/2026

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	03/01/2026		A		9,991(1)	A	$0	1,177,680	D
Common Stock	03/01/2026		F		72,839(2)	D	$36.24	1,104,841	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 issued 9,991 additional shares of common stock pursuant to the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan. The issuance of these additional shares relates to the vesting of the first tranche of a previously reported performance-based restricted stock award granted on February 19, 2025, and were issued based on performance metrics achieved above target.

2. Consists of shares withheld by the Issuer with respect to income taxes payable by the Reporting Person upon the vesting and delivery of the performance-based shares and of the time-based shares of restricted stock previously granted by the Issuer on each of February 23, 2023, February 22, 2024, February 19, 2025 and March 1,2026.

	/s/ Scott M Shaw	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did LINC CEO Scott M. Shaw acquire in this Form 4 filing?

Scott M. Shaw received a grant of 9,991 shares of Lincoln Educational Services common stock. These shares were issued under the 2020 Long-Term Incentive Plan, reflecting the first tranche of a performance-based restricted stock award that vested based on metrics achieved above target.

Why were 72,839 LINC shares disposed of in this insider filing?

The 72,839 Lincoln Educational Services shares were withheld by the company to cover income taxes owed by Scott M. Shaw. The tax-withholding disposition relates to vesting and delivery of performance-based and time-based restricted stock granted in 2023, 2024, 2025, and 2026.

Was the LINC CEO’s 72,839-share disposition an open-market sale?

No, the 72,839-share disposition was a tax-withholding transaction, not an open-market sale. The issuer withheld shares to satisfy income tax obligations triggered when performance-based and time-based restricted stock awards vested and were delivered to Scott M. Shaw.

What performance conditions affected Scott M. Shaw’s 9,991-share grant at LINC?

The 9,991-share grant reflects the first tranche of a performance-based restricted stock award granted on February 19, 2025. These additional shares were issued because performance metrics were achieved above target, increasing the number of shares delivered upon vesting for Scott M. Shaw.

How many LINC shares does Scott M. Shaw hold after these transactions?

After these transactions, Scott M. Shaw directly holds 1,104,841 shares of Lincoln Educational Services common stock. This figure reflects the combined effect of the 9,991-share grant and the 72,839-share tax-withholding disposition reported in the Form 4 filing.

Which equity plans were involved in the LINC CEO’s reported transactions?

The transactions involve awards under Lincoln Educational Services’ 2020 Long-Term Incentive Plan. Shares were tied to performance-based restricted stock granted in February 2025 and time-based restricted stock granted on February 23, 2023, February 22, 2024, February 19, 2025, and March 1, 2026.