Lincoln Educational Services Corporation

11/09/2026 | Press release | Distributed by Public on 11/09/2026 15:59

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______ to______
Commission File Number 000-51371
LINCOLN EDUCATIONAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey
57-1150621
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
14 Sylvan Way, Suite A
07054
Parsippany, NJ
(Zip Code)
(Address of principal executive offices)
(973) 736-9340
(Registrant's telephone number, including area code)
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, no par value per share
LINC
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 9, 2026, there were 30,781,545 shares outstanding of the registrant's Common Stock.
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
PART I.
FINANCIAL INFORMATION
4
Item 1.
Financial Statements
4
Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025 (Unaudited)
4
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (Unaudited)
5
Condensed Consolidated Statements of Changes in Stockholders' Equity for the nine months ended September 30, 2026 and 2025 (Unaudited)
6
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (Unaudited)
7
Notes to Condensed Consolidated Financial Statements (Unaudited)
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31
Item 4.
Controls and Procedures
31
PART II.
OTHER INFORMATION
31
Item 1.
Legal Proceedings
31
Item 1A.
Risk Factors
31
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
32
Item 3.
Defaults Upon Senior Securities
32
Item 4.
Mine Safety Disclosures
32
Item 5.
Other Information
32
Item 6.
Exhibits
33
SIGNATURES
34
2
Index
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated by reference contain "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management's goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
•
compliance with the extensive existing regulatory framework applicable to our industry or our failure to timely obtain and maintain regulatory approvals and accreditation;
•
compliance with continuous changes in applicable federal and state laws and regulations, including pending rulemaking by the U.S. Department of Education;
•
the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs;
•
successful updating and expansion of the content of existing programs and developing new programs in a cost-effective and timely manner;
•
uncertainties regarding our ability to comply with federal laws and regulations regarding the 90/10 Rule and cohort default rates;
•
successful implementation of our strategic plan;
•
our inability to maintain eligibility for or to process federal student financial assistance;
•
regulatory investigations or actions that may be commenced against us or other companies in our industry;
•
changes in the state regulatory environment or budgetary constraints;
•
decline in enrollment;
•
challenges in our students' ability to find employment as a result of economic conditions;
•
maintenance and expansion of existing industry relationships and development of new industry relationships;
•
a loss of members of our senior management or other key employees;
•
uncertainties associated with opening of new campuses and closing existing campuses;
•
uncertainties associated with integration of acquired schools;
•
industry competition;
•
the effect of any cybersecurity incident;
•
the effect of public health outbreaks, epidemics and pandemics;
•
general economic conditions; and
•
other factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the headings "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations".
Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.
3
Index
PART I - FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
September 30,
2026 		December 31,
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$ 20,627 $ 28,519
Accounts receivable, less allowance of $42,850 and $43,975 at September 30, 2026 and December 31, 2025, respectively
39,402 36,929
Inventories
3,710 3,986
Income tax receivable
246 1,599
Tenant allowance receivable
4,339 8,127
Prepaid and other assets
2,675 7,872
Total current assets
70,999 87,032
PROPERTY, EQUIPMENT AND FACILITIES - At cost, net of accumulated depreciation and amortization of $166,330 and $148,067 at September 30, 2026 and December 31, 2025, respectively
219,996 171,603
OTHER ASSETS:
Noncurrent receivables, less allowance of $27,765 and $26,371 at September 30, 2026 and December 31, 2025, respectively
22,371 21,248
Deferred finance charges
1,398 302
Deferred income taxes, net
21,668 21,668
Operating lease right-of-use assets
144,332 154,223
Finance lease right-of-use assets
23,822 25,075
Goodwill
10,742 10,742
Other assets, net
1,806 1,271
Total other assets
226,139 234,529
TOTAL ASSETS
$ 517,134 $ 493,164
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Unearned tuition
$ 45,603 $ 44,159
Accounts payable
44,127 27,023
Accrued expenses
19,106 18,430
Current portion of operating lease liabilities
11,254 10,634
Current portion of finance lease liabilities and current portion of long-term debt
838 463
Total current liabilities
120,928 100,709
NONCURRENT LIABILITIES:
Long-term portion of operating lease liabilities
153,567 162,113
Long-term portion of finance lease liabilities
30,207 30,654
Long-term debt
24,752 -
Total liabilities
329,454 293,476
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par value - authorized 100,000,000 shares at September 30, 2026 and December 31, 2025, issued and outstanding 30,850,093 shares at September 30, 2026 and 31,623,795 shares at December 31, 2025
46,858 48,181
Additional paid-in capital
30,636 52,339
Retained earnings
110,186 99,168
Total stockholders' equity
187,680 199,688
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 517,134 $ 493,164
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
Index
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
REVENUE $ 159,177 $ 141,389 $ 445,695 $ 375,369
COSTS AND EXPENSES:
Educational services and facilities 67,122 57,283 185,148 151,483
Selling, general and administrative 84,340 77,811 243,141 211,775
Loss (gain) on sale of assets 19 10 (8 ) (466 )
Total costs and expenses 151,481 135,104 428,281 362,792
OPERATING INCOME 7,696 6,285 17,414 12,577
OTHER:
Interest income 5 - 42 125
Interest expense (1,114 ) (991 ) (3,009 ) (2,505 )
INCOME BEFORE INCOME TAXES 6,587 5,294 14,447 10,197
PROVISION FOR INCOME TAXES 1,871 1,495 3,429 2,899
NET INCOME $ 4,716 $ 3,799 $ 11,018 $ 7,298
Basic
Net income per common share $ 0.15 $ 0.12 $ 0.35 $ 0.24
Diluted
Net income per common share $ 0.15 $ 0.12 $ 0.35 $ 0.23
Weighted average number of common shares outstanding:
Basic 31,165 31,000 31,184 30,934
Diluted 31,424 31,318 31,432 31,221
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
Index
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
(Unaudited)

Stockholders' Equity
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total
Common Stock
Shares
Amount
BALANCE - January 1, 2026
31,623,795 $ 48,181 $ 52,339 $ 99,168 $ - $ 199,688
Net income
- - - 4,356 - 4,356
Stock-based compensation expense
Restricted stock
258,292 - 1,444 - - 1,444
Net share settlement for equity-based compensation
(184,834 ) - (6,660 ) - - (6,660 )
BALANCE - March 31, 2026
31,697,253 48,181 47,123 103,524 - 198,828
Net income
- - - 1,946 - 1,946
Stock-based compensation expense
Restricted stock
25,029 - 1,615 - - 1,615
Net share settlement for equity-based compensation
(132 ) - 0 - - 0
BALANCE - June 30, 2026
31,722,150 48,181 48,738 105,470 - 202,389
Net income
- - - 4,716 - $ 4,716
Stock-based compensation expense
-
Restricted stock
- - 1,718 - - 1,718
Share repurchases
(871,135 ) (1,323 ) (19,780 ) (21,103 )
Net share settlement for equity-based compensation
(922 ) - (40 ) - - (40 )
BALANCE - September 30, 2026
30,850,093 $ 46,858 $ 30,636 $ 110,186 $ - $ 187,680

Stockholders' Equity
Additional
Paid-in
Capital 		Retained
Earnings 		Accumulated
Other
Comprehensive
Income 		Total
Common Stock
Shares Amount
BALANCE - January 1, 2025
31,462,640 $ 48,181 $ 50,639 $ 79,170 $ 274 $ 178,264
Net income
- - - 1,944 - 1,944
Stock-based compensation expense
-
Restricted stock
328,140 - 1,205 - - 1,205
Net share settlement for equity-based compensation
(197,973 ) - (3,633 ) - - (3,633 )
BALANCE - March 31, 2025
31,592,807 48,181 48,211 81,114 274 177,780
Net income
- - - 1,554 - 1,554
Stock-based compensation expense
Restricted stock
32,478 - 1,344 - - 1,344
Net share settlement for equity-based compensation
- - - - -
BALANCE - June 30, 2025
31,625,285 48,181 49,555 82,668 274 180,678
Net income
- - - 3,799 - 3,799
Stock-based compensation expense
-
Restricted stock
5,390 - 1,532 - - 1,532
Net share settlement for equity-based compensation
(6,880 ) - (155 ) - - (155 )
BALANCE - September 30, 2025
31,623,795 $ 48,181 $ 50,932 $ 86,467 $ 274 $ 185,854
See Notes to Condensed Consolidated Financial Statements (Unaudited).
6
Index
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$ 11,018 $ 7,298
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
22,125 12,680
Finance lease amortization
1,253 1,253
Amortization of deferred finance charges
157 107
Deferred income taxes
- 547
Loss (gain) on sale of assets
8 (466 )
Fixed asset donations
(175 ) (197 )
Provision for credit losses
47,062 42,584
Stock-based compensation expense
4,777 4,081
(Increase) decrease in assets:
Accounts receivable
(50,658 ) (53,919 )
Inventories
276 (40 )
Prepaid income taxes
1,353 (1,431 )
Prepaid expenses and current assets
9,808 (3,802 )
Other assets, net
79 1,950
Increase (decrease) in liabilities:
Accounts payable
12,550 (2,856 )
Accrued expenses
566 4,813
Unearned tuition
1,444 2,854
Income taxes payable
- (1,072 )
Other liabilities
(128 ) 1,419
Total adjustments
50,497 8,505
Net cash provided by operating activities
61,515 15,803
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(67,370 ) (68,127 )
Proceeds from sale of property and equipment
534 494
Net cash used in investing activities
(66,836 ) (67,633 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings
95,000 45,000
Payments on borrowings
(85,000 ) (37,000 )
Payment of deferred finance fees
(1,253 ) (121 )
Finance lease principal paid
(340 ) (266 )
Tenant allowance finance leases
- 2,212
Principal payments on mortgage loan
(20 ) -
Proceeds from mortgage loan
15,040 -
Repurchases of common stock
(19,298 ) -
Net share settlement for equity-based compensation
(6,700 ) (3,788 )
Net cash (used in ) provided by financing activities
(2,571 ) 6,037
NET DECREASE IN CASH AND CASH EQUIVALENTS
(7,892 ) (45,793 )
CASH AND CASH EQUIVALENTS -Beginning of period
28,519 59,273
CASH AND CASH EQUIVALENTS-End of period
$ 20,627 $ 13,480
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
Index
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
(Continued)
Nine Months Ended
September 30,
2026
2025
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest
$ 2,821 $ 2,347
Income taxes
$ 737 $ 4,857
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Liabilities accrued for or noncash additions of fixed assets
$ 8,180 $ 5,593
Unsettled repurchases of common stock
$ 1,694 $ -
Excise tax on share repurchases
$ 111 $ -
See Notes to Condensed Consolidated Financial Statements (Unaudited).
8
Index
LINCOLN EDUCATIONAL SERVICES CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(In thousands, except share and per share amounts and unless otherwise stated)
(Unaudited)
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Business Activities- Lincoln Educational Services Corporation and its subsidiaries (collectively, the "Company", "we", "our" and "us", as applicable) provide diversified career-oriented postsecondary education to recent high school graduates and working adults. The Company, which currently operates 23 campuses in 12 states, opened its new campus in Hicksville, New York in November 2026 and has recently entered into leases for three new campuses: one in Rowlett, Texas, a northern suburb of Dallas, with programs expected to begin in the first half of 2027, one in Suitland, Maryland, located in the Washington, D.C metropolitan area, with programs expected to begin in the fourth quarter of 2027; and one in Tempe, Arizona, located in the Phoenix metropolitan area, with programs expected to begin in the first quarter of 2028. The Company offers programs in skilled trades, automotive, health sciences and information technology. The schools operate under the brands Lincoln Technical Institute, Lincoln College of Technology and Nashville Auto Diesel College.
Most of the Company's campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of the campuses are destination schools, which attract students from across the United States and, in some cases, from abroad. The Company's other campuses primarily attract students from their local communities and surrounding areas. All of the campuses are nationally accredited and are eligible to participate in federal financial aid programs administered by the U.S. Department of Education ("the DOE") and applicable state education agencies and accrediting commissions, which allow students to apply for and access federal student loans as well as other forms of financial aid. The Company was incorporated in New Jersey in 2003 as the successor-in-interest to various acquired schools including Lincoln Technical Institute, Inc., which opened its first campus in Newark, New Jersey in 1946.
Basis of Presentation-The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") and in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements. Certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed pursuant to such regulations. These financial statements, which should be read in conjunction with the December 31, 2025 audited Consolidated Financial Statements and notes thereto and related disclosures of the Company included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Form 10-K"), reflect all adjustments, consisting of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows for such periods. The results of operations for the nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026.
The Company's business is organized into two reportable business segments: Campus Operations and Transitional. The Campus Operations segment includes campuses that are continuing in operation and contribute to the Company's core operations and performance. All of the campuses with continuing operations are classified in this segment. The Transitional segment refers to campuses that are marked for closure and are currently being taught-out, in addition to campuses that are held-for sale. As of September 30, 2026, no campuses were classified in the Transitional segment.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption "Corporate," which primarily includes unallocated corporate activity.
The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates in the Preparation of Financial Statements - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, the Company evaluates the estimates and assumptions, including those used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use ("ROU") assets, the lease term used to calculate lease cost, bad debts, impairments, useful lives of fixed assets, income taxes, benefit plans, stock-based compensation, and certain accruals. Actual results could differ from those estimates.
9
Index
Start-up Costs-Costs related to the start of new campuses are expensed as incurred.
Recently Adopted Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2025-12, Codification Improvements, which, among other things, amends Accounting Standards Codification ("ASC") 505-30, Equity - Treasury Stock, to clarify that when repurchased shares are retired, or repurchased for constructive retirement (which, in the Company's case, means the shares are cancelled and returned to the status of authorized but unissued shares), the excess of the repurchase price over par or stated value may be deducted entirely from additional paid-in capital, provided that additional paid-in capital does not become negative. ASU 2025-12 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted on an issue-by-issue basis. In connection with its share repurchase program, the Company early adopted this amendment during the quarter ended September 30, 2026. During the three months ended September 30, 2026, the Company repurchased shares of its common stock (the "Common Stock") for an aggregate purchase price of approximately $21.0 million net of excise tax, of which $1.3 million was recorded as a reduction of Common Stock and $19.7 million, net of excise tax, representing the excess of the repurchase price over stated value, was recorded as a reduction of additional paid-in capital. The adoption did not impact the Company's total stockholders' equity, results of operations or cash flows, as it affected only the allocation of the repurchase cost among the components of stockholders' equity. The remaining amendments in ASU 2025-12, which the Company has not early adopted, are not expected to have a material impact on its Condensed Consolidated Financial Statements.
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statements of operations, as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application for periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU amends the internal-use software cost capitalization model by eliminating stage-based rules and introduces new capitalization criteria based on management authorization and the probability of project completion. This ASU also clarifies the treatment of software development uncertainty and incorporates guidance on website development costs. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency and navigability of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events occurring since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes recognition, measurement, presentation, and disclosure guidance for government grants received by business entities, an area previously addressed only through disclosure requirements under Topic 832. The ASU is effective for public business entities for annual reporting periods beginning after December 15, 2028, including interim reporting periods within those annual reporting periods. The amendments may be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adopting ASU 2025-10 on its Condensed Consolidated Financial Statements and disclosures.
Income Taxes- The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 requires an asset and a liability approach for measuring deferred taxes based on temporary differences between the financial statement and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for years in which taxes are expected to be paid or recovered.
10
Index
In accordance with ASC 740, the Company assesses its deferred tax assets to determine whether it is more likely than not that all or a portion will not be realized. A valuation allowance is required to be established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In accordance with ASC 740, our assessment considers whether there has been sufficient income in recent years and whether sufficient income is expected in future years in order to utilize the deferred tax asset. In evaluating the realizability of deferred income tax assets, the Company considers, among other things, historical levels of income, expected future income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Significant judgment is required in determining the future tax consequences of events that have been recognized in our Condensed Consolidated Financial Statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company's consolidated financial position or results of operations. Changes in, among other things, income tax legislation, statutory income tax rates or future income levels could materially impact the Company's valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the nine months ended September 30, 2026 and 2025, we did not record any interest and penalties expense associated with uncertain tax positions, as we did not have any uncertain tax positions.
On July 4, 2025, the U.S. enacted legislation that generally extends the tax provisions enacted in 2017 that were set to expire at the end of 2025 and makes other changes to federal tax law for multinational corporations. The Company continues to evaluate the impact of the new legislation, and any new impacts applicable as of the date of this Quarterly Report on Form 10-Q (this "Form 10-Q") have been reflected in the Condensed Consolidated Financial Statements.
2.
NET EARNINGS PER COMMON SHARE
Basic and diluted earnings per share ("EPS") are calculated in accordance with ASC 260, Earnings Per Share ("ASC 260"), which specifies the computation, presentation and disclosure requirements for EPS. Under ASC 260, basic EPS excludes all dilutive Common Stock equivalents. It is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS, as calculated using the treasury stock method, reflects the potential dilution from employee incentive plans during the period.
The weighted average number of common shares used to compute basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025 was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Weighted average shares outstanding - basic
31,164,726 31,000,002 31,184,327 30,934,366
Dilutive effect of Restricted Stock
259,385 317,647 247,819 286,503
Weighted average shares outstanding - diluted
31,424,111 31,317,649 31,432,146 31,220,869
3.
REVENUE RECOGNITION
Substantially all of our revenues are considered to be revenues from contracts with students. We determine standalone selling price based on the price at which the distinct services or goods are sold separately. The related accounts receivable balances are recorded in our balance sheets as student accounts receivable. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our unearned tuition. We record revenue for students who withdraw from our schools only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. In addition, to reduce the amount of outstanding accounts receivable balances due from our students, the Company employs a continuous collection effort. Unearned tuition represents contract liabilities primarily related to our tuition revenue. We have elected not to provide disclosure about transaction prices allocated to unsatisfied performance obligations if the original contract durations are less than one-year, or if we have the right to consideration from a student in an amount that corresponds directly with the value provided to the student for performance obligations completed to date in accordance with ASC Topic 606, Revenue from Contracts with Customers. We have assessed the costs incurred to obtain a contract with a student and determined them to be immaterial.
Unearned tuition in the amount of $45.6 million and $44.2 million is recorded in the current liabilities section of the accompanying Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively. The change in this contract liability balance during the nine months ended September 30, 2026, is the result of payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the nine months ended September 30, 2026, that was included in the contract liability balance at the beginning of the year was $43.0 million.
11
Index
The following table depicts the timing of revenue recognition:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2026 2025 2026 2025
Timing of Revenue Recognition
Services transferred at a point in time
$ 14,219 $ 13,579 $ 31,829 $ 26,178
Services transferred over time
144,958 127,810 413,866 349,191
Total revenues
$ 159,177 $ 141,389 $ 445,695 $ 375,369
4.
LEASES
The Company enters into contracts to utilize office space, educational facilities, and various items of equipment under lease agreements and accounts for them in accordance with ASC 842, Leases ("ASC 842"). To determine whether a contract contains a lease, the Company assesses whether there is an identified asset and whether the Company has the right to control its use throughout the period of use. The Company classifies leases as either operating or finance leases at the lease commencement date in accordance with ASC 842. As required under ASC 842, the Company recognizes a ROU asset and a corresponding lease liability on the balance sheet, measured at the present value of lease payments over the term of the lease. An operating lease ROU asset represents the Company's right to use the underlying asset during the lease term and the corresponding lease liability represents its obligation to make lease payments. Operating lease ROU assets and liabilities are amortized over the lease term, with lease expense recognized on a straight-line basis within operating expenses in the Condensed Consolidated Statements of Operations. Finance lease arrangements result in separate recognition of interest expense on the lease liability using the effective interest method and amortization expense of the ROU asset on a straight-line basis over the lease term, in addition to principal payments.
As the Company's operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. We estimate the incremental borrowing rate based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of our credit facility and adjusting it for factors that appropriately reflect the profile of secured borrowing over the expected term of the lease. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Our leases have remaining lease terms of 1 year to 20 years. Lease terms may include options to extend the lease term used in determining the lease obligation when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term for operating leases.
The following table presents components of lease cost and classification on the Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
in thousands
Consolidated Statement of Operations Classification
2026
2025
2026
2025
Operating lease cost
Selling, general and administrative
$ 5,580 $ 5,114 $ 17,322 $ 15,085
Finance lease cost
Amortization of leased assets
Educational services and facilities
418 418 1,253 1,253
Interest on lease liabilities
Interest expense
587 596 1,769 1,769
Variable lease cost
Selling, general and administrative
238 234 744 695
$ 6,823 $ 6,362 $ 21,088 $ 18,802
The net change in ROU asset and operating lease liability is included in the net change in other assets in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025.
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Index
The net change in ROU asset and finance lease liability is split between principal payments, interest expense and amortization expense. Principal payments are classified in the financing section, interest expense is included in net income and amortization expense is broken out separately in the operating section of the Consolidated Statements of Cash Flows.
Supplemental cash flow information and non-cash activity related to our leases are as follows:

Nine Months Ended September 30,
2026 2025
Cash flow information:
Cash paid for amounts included in the measurement of lease liabilities
Operating Cash Flows - operating leases
$ 13,887 12,509
Operating Cash Flows - finance leases
$ 1,769 1,769
Financing Cash Flows - finance leases
$ 340 (1,945 )
Non-cash activity:
Lease liabilities arising from obtaining right-of-use assets
Operating leases
$ 8,622 $ 12,309
During the nine months ended September 30, 2026, the Company entered into two new operating leases. The Suitland, Maryland lease commenced during the period, and the Tempe, Arizona lease which had not commenced as of September 30, 2026. Additionally, there were two operating lease modifications during the nine months ended September 30, 2026 relating to other campuses.
On June 30, 2026, the Company entered into a lease for approximately 36,000 square feet of space in Suitland, Maryland, located in the Washington, D.C. metropolitan area, to serve as the Company's second campus in the region. The lease commenced in September 2026, with an initial lease term of 15 years and 7 months.
On August 11, 2026, the Company entered into a lease for approximately 90,000 square feet of space in Tempe, Arizona, located in the Phoenix metropolitan area, to serve as the Company's first campus in Arizona. The lease term commenced in October 2026, with an initial lease term of 13 years and 1 month.
On July 7, 2026, the Company acquired its previously leased campus property in Melrose Park, Illinois. In connection with the acquisition, the Company derecognized the related operating lease right-of-use asset and lease liability of $9.6 million and $11.0 million, respectively. In accordance with ASC 842-20, the difference between the purchase price and the carrying amount of the lease liability was recorded as an adjustment to the carrying amount of the acquired property, and no gain or loss was recognized.
Weighted-average remaining lease term and discount rate for our leases are as follows:
As of
September 30,
2026
2025
Weighted-average remaining lease term
Operating leases
13 years
16 years
Finance leases
15 years
13 years
Weighted-average discount rate
Operating leases
6.64 % 6.60 %
Finance leases
7.66 % 7.67 %
Maturities of lease liabilities by fiscal year for our leases as of September 30, 2026 are as follows:
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Index

Year ending December 31,
Operating
Leases 		Finance
Leases
2026 (excluding the nine months ending September 30, 2026)
$ 5,374 $ 708
2027
21,400 2,918
2028
22,440 3,023
2029
20,589 3,132
2030
17,654 3,244
2031
16,495 3,361
Thereafter
143,131 36,812
Total lease payments
247,083 53,198
Less: imputed interest
(82,262 ) (22,421 )
Present value of lease liabilities
$ 164,821 $ 30,777
5.
GOODWILL AND LONG-LIVED ASSETS
The Company reviews the carrying value of its long-lived assets and identifiable intangibles annually, or more frequently if necessary, for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If the Company determines that an asset's carrying value is impaired, it will record a write-down of the carrying value of the asset and charge the impairment as an operating expense in the period in which the determination is made. For other long-lived assets, including ROU lease assets, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated are less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value.
When we perform the quantitative impairment test for long-lived assets, we examine estimated future cash flows using Level 3 inputs. These cash flows are evaluated by using weighted probability techniques as well as comparisons of past performance against projections. Assets may also be evaluated by identifying independent market values.
During the nine months ended September 30, 2026 and 2025, there were no impairments of goodwill or long-lived assets.
There were no changes in the carrying amount of goodwill during the nine months ended September 30, 2026, as presented below:
Gross
Goodwill
Balance
Accumulated
Impairment
Losses
Net
Goodwill
Balance
Balance as of December 31, 2025
$ 117,176 $ (106,434 ) $ 10,742
Adjustments
- - -
Balance as of September 30, 2026
$ 117,176 $ (106,434 ) $ 10,742
6.
PROPERTY, EQUIPMENT AND FACILITIES
As of September 30, 2026 and December 31, 2025, property, equipment and facilities consisted of the following:
Useful life
(years)
September 30,
2026
December 31,
2025
Land
- $ 7,730 $ 52
Buildings and improvements
1-25 200,668 183,770
Equipment, furniture and fixtures
1-7 127,510 119,681
Vehicles
3 2,153 1,979
Construction in progress
- 48,265 14,188
386,326 319,670
Less accumulated depreciation and amortization
(166,330 ) (148,067 )
$ 219,996 $ 171,603
Property, equipment and facilities are recorded at cost, with depreciation expense included in our educational services and facilities and selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.
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Index
The increase in property, equipment and facilities was driven by several factors, including the acquisition of our previously leased Melrose Park, Illinois campus property on July 7, 2026 for a purchase price of $18.8 million. The property was recorded at $17.3 million, consisting of $7.7 million of land and $9.6 million of building, reflecting a $1.5 million reduction related to the derecognition of the existing operating lease. The increase also reflects a $29.2 million investment relating primarily to the build-out of the new campuses in Houston, Texas; Hicksville, New York; Rowlett, Texas; Suitland, Maryland; and Tempe, Arizona; $1.8 million in new and expanded programs at various campuses; and $5.4 million in facilities upgrades, training materials and equipment. Depreciation and amortization expense of property, equipment and facilities was $8.0 million and $5.5 million for the three months ended September 30, 2026 and 2025, respectively, and $23.4 million and $13.9 million for the nine months ended September 30, 2026 and 2025, respectively, which includes amortization of finance leases of $0.4 million for each of the three-month periods and $1.3 million for each of the nine-month periods.
7.
LONG-TERM DEBT
The components of long-term debt were as follows (in thousands):
September 30, 2026 December 31, 2025
Interest
Rate
Maturity Date
Carrying Value
Carrying Value
Revolving Credit Facility
5.38 %
April 2031
$ 10,000 $ -
Mortgage Loan
5.95 %
July 2036
15,020 -
Total debt
25,020 -
Less: current portion of long-term debt (1)
(268 ) -
Long-term debt
$ 24,752 $ -
(1) Included within "Current portion of finance lease liabilities and current portion of long-term debt" on the Condensed Consolidated Balance Sheets.
Credit Facility
On February 16, 2024, the Company entered into a secured credit agreement (the "Credit Agreement") with Fifth Third Bank, National Association, pursuant to which the Company, as borrower, obtained a revolving credit facility in the aggregate principal amount of $40.0 million, including a $10.0 million letter of credit sublimit and a $20.0 million accordion feature (the "Facility"), the proceeds of which were used for working capital, general corporate and certain other permitted purposes. The initial term of the Facility was 36 months, maturing on February 16, 2027.
On July 18, 2024, the Company entered into a first amendment (the "First Amendment") to the Credit Agreement. Among other things, the First Amendment effected certain modifications to (i) clarify certain representations and affirmative covenants of the Company, (ii) clarify certain conditions to each advance, (iii) clarify and/or replace certain events of default and (iv) delete or revise certain definitions in order to harmonize them with the other modifications made. The First Amendment also contained customary releases, representations, warranties, and reaffirmations consistent with the original terms of the Credit Agreement. Except as set forth above, the First Amendment did not materially alter the Credit Agreement.
On March 7, 2025, the Company entered into a second amendment (the "Second Amendment") to the Credit Agreement, which increased the aggregate principal amount available under the Facility from $40.0 million to $60.0 million. The Second Amendment also expanded the accordion feature from $20.0 million to $25.0 million and extended the maturity date of the Facility from February 16, 2027 to March 7, 2028. Except as set forth above, the Second Amendment did not materially alter the Credit Agreement.
On April 13, 2026, the Company entered into an amended and restated credit agreement (the "Amended and Restated Credit Agreement") with the lenders referred to therein (the "Lenders"), including Fifth Third Bank, National Association as lender and as administrative agent, joint lead arranger, and joint bookrunner, and Flagstar Bank, N.A., Provident Bank, and Santander Bank, N.A. as lenders and as joint lead arrangers and joint bookrunners. The Amended and Restated Credit Agreement, which replaces the Credit Agreement, provides the Company, as borrower, with a revolving credit facility in the aggregate principal amount of $125 million, with a $10 million letter of credit sublimit and a $25 million accordion feature, and extends the maturity date from March 7, 2028, to April 11, 2031 (the "Amended and Restated Facility"). The proceeds of the Amended and Restated Facility may be used for working capital, general corporate and certain other permitted purposes.
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Index
The Amended and Restated Facility is guaranteed by the Company's wholly-owned subsidiaries and is secured by a first-priority lien in favor of Fifth Third Bank, National Association, for the benefit of the Lenders, on substantially all of the personal property owned by the Company and its subsidiaries pursuant to an amended and restated guaranty and security agreement, dated as of April 13, 2026.
Each advance under the Amended and Restated Facility will bear interest on the outstanding principal amount thereof from the date when made at an interest rate determined, at the election of the Company, at either the tranche rate (which is the forward-looking Secured Overnight Financing Rate (SOFR) for one or three months), or the base rate (which is a variable per annum rate, as of any date of determination, equal to the prime rate), plus an applicable margin. The applicable margin is determined pursuant to a pricing grid, which for loans subject to the tranche rate varies from 1.50% to 2.25%, and for loans subject to the base rate varies from 0.50% to 1.25%. The applicable margin may change quarterly based on the total leverage ratio at such time. The total leverage ratio is determined with respect to the Company and its subsidiaries on a consolidated basis for an applicable quarterly period by dividing the aggregate principal amount of various forms of borrowed indebtedness as of the last day of a determination period by EBITDA (earnings before interest expense, taxes, depreciation and amortization) for such period. Interest is payable in arrears, either quarterly or monthly, depending on the Company's interest rate election, with the principal due at maturity.
The Amended and Restated Credit Agreement contains various customary representations, warranties and affirmative, negative and financial covenants, as well as events of default customary for facilities of this type.
During the three months ended September 30, 2026, and subsequently on October 2, 2026, the Company repurchased shares of its common stock while advances under the Amended and Restated Facility were outstanding, which repurchases consequently were not in compliance with the conditions stated in the Amended and Restated Credit Agreement and, as such, constituted an event of default. On November 6, 2026, the Company entered into the First Amendment to Amended and Restated Credit Agreement and Waiver (the "Amendment and Waiver") under which, among other things, the Lenders waived such event of default. In addition, the Amendment and Waiver amends the Amended and Restated Credit Agreement to permit future share repurchases by the Company provided that no default or event of default is continuing or would result and that the Company's total liquidity after the transaction would exceed $25 million, and further adds a Daily Simple SOFR borrowing option allowing daily borrowing with the ability to repay such borrowings without premium, penalty or breakage fees; the existing loan options available under the Amended and Restated Credit Agreement remain unchanged.
In connection with the original Facility and the Amended and Restated Facility (but excluding costs incurred in connection with the Amendment and Waiver), the Company has incurred a total of approximately $1.6 million in bank and legal fees consisting of approximately $0.5 million to execute the Facility, an additional $0.1 million relating to the Second Amendment and an additional $1.0 million for the Amended and Restated Facility. These fees have been capitalized and are included in deferred finance charges on the Condensed Consolidated Balance Sheet and are being amortized to interest expense over the term of the Amended and Restated Facility.
For the three and nine months ended September 30, 2026, interest paid in connection with the original Facility and the Amended and Restated Facility was approximately $0.4 million and $0.9 million compared to $0.3 million and $0.4 million for the three and nine months ended September 30, 2025.
As of September 30, 2026, the Company had $10.0 million outstanding under the Amended and Restated Facility.
Mortgage Loan
On July 7, 2026, in connection with the acquisition of its previously leased campus property in Melrose Park, Illinois, the Company entered into a loan agreement with Provident Bank in the principal amount of $15.0 million (the "Mortgage Loan"). The Mortgage Loan bears interest at a fixed rate of 5.95% per annum for the first five years and thereafter at a rate equal to the five-year U.S. Treasury yield plus 1.75%, subject to a floor of 5.00% per annum. The Mortgage Loan is payable in monthly installments of principal and interest of approximately $0.1 million, which began on September 1, 2026, and matures on July 1, 2036. The Mortgage Loan is secured by the Melrose Park property, is guaranteed by the Company and its subsidiaries, and contains customary representations, warranties, and financial and other covenants. As of September 30, 2026, the outstanding principal balance of the Mortgage Loan was $15.0 million, of which $0.3 million was classified as current. The Mortgage Loan is presented net of unamortized debt issuance costs of $0.2 million.
8.
STOCKHOLDERS' EQUITY
As of September 30, 2026, the Company had 100,000,000 shares of Common Stock authorized of which 30,850,093 shares were issued and outstanding. Holders of our Common Stock are entitled to receive dividends when and as declared by our Board of Directors and have the right to one vote per share on all matters requiring shareholder approval. The Company has not declared or paid any cash dividends on our Common Stock since the Company's Board of Directors discontinued our quarterly cash dividend program in February 2015. The Company currently has no intentions of resuming the payment of cash dividends in the foreseeable future.
16
Index
Long-Term Incentive Plan
The Company currently maintains one active stock incentive plan, the Lincoln Educational Services Corporation 2020 Long-Term Incentive Plan (the "LTIP").
On March 26, 2020, the Board of Directors adopted the LTIP to provide an incentive to certain directors, officers and employees of the Company to align their interests in the Company's success with those of its shareholders through the grant of equity-based awards. On June 16, 2020, the shareholders of the Company approved the LTIP. The LTIP is administered by the Compensation Committee of the Board of Directors, or such other qualified committee appointed by the Board of Directors, which, among other duties, has the full power and authority to take all actions and make all determinations required or provided for under the LTIP. Pursuant to the LTIP, the Company may grant options, share appreciation rights, restricted shares, restricted share units, incentive stock options, and nonqualified stock options. Under the LTIP, employees may surrender shares to satisfy applicable income tax withholding on the vested Restricted Stock. The LTIP has a duration of 10 years. On February 23, 2023, the Board of Directors approved, subject to shareholder approval, an amendment of the LTIP to increase the aggregate number of shares available under the LTIP from 2,000,000 shares to 4,000,000 shares. The amendment was approved and adopted by the shareholders at the Annual Meeting of Shareholders held on May 5, 2023.
Time-Based and Performance-Based Restricted Stock Awards
We provide stock-based compensation to employees, officers and directors in the form of awards of restricted stock (the "Restricted Stock Awards") under our LTIP, which are conditioned upon either continued service (the "Time-Based Restricted Stock Awards") or both continued service and achievement of performance goals (the "Performance-Based Restricted Stock Awards" or "Performance-Based Restricted Stock Shares"). Performance-Based Restricted Stock Shares granted prior to 2025 are eligible to vest only upon achievement of at least 100% of the performance target, with no shares vesting unless the target is met. In 2025, the Company granted Performance-Based Restricted Stock Shares to employees, officers, and directors that vest based on the percentage of Adjusted EBITDA achieved for the year. Under such grants, no shares vest in the event that less than 80% of the target is achieved; vesting begins at 25% for 80% achievement and increases on a linear scale up to 200% vesting for achievement of 120% or more of the target. In 2025, the Company also granted Performance-Based Restricted Stock Shares to certain executives that vest based on the achievement of a specified percentage of target Adjusted EBITDA for fiscal year 2027. Under such grants, no shares vest in the event that less than 90% of the target is achieved; vesting begins at 25% for 90% achievement and increases on a linear scale up to 100% vesting for achievement of 100% or more of the target.
The Compensation Committee believes that a combination of Time-Based Restricted Stock Awards and Performance-Based Restricted Stock Awards, of which performance-based awards comprise 50% of the total, is well-designed to align the interests of directors, officers and employees with those of shareholders by tying compensation to the achievement of the Company's long-term performance goals.
The Company accounts for Restricted Stock Awards in accordance with ASC 718 - Compensation-Stock Compensation, recognizing compensation expense based on the grant-date fair value of our Common Stock. Expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, and for performance-based awards, only to the extent that it is probable the performance conditions will be achieved.
The expense related to Restricted Stock Awards for the three and nine months ended September 30, 2026 was $1.7 million and $4.8 million, respectively, compared to $1.5 million and $4.1 million for the three and nine months ended September 30, 2025, respectively. The unrecognized stock expense related to Restricted Stock Awards as of September 30, 2026 and December 31, 2025 was $9.4 million and $6.0 million, respectively. As of September 30, 2026, the outstanding Restricted Stock Awards under the LTIP had an aggregate intrinsic value of $13.3 million compared to $18.3 million in the prior year comparable period.
For the three and nine months ended September 30, 2026, the Company completed a net share settlement of 922 shares and 185,888 shares, respectively, compared to 6,880 shares and 204,835 restricted shares for the three and nine months ended September 30, 2025. The net share settlement was performed on behalf of certain employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP. The net share settlement was in connection with income taxes incurred on restricted shares that vested and were transferred to the employees during 2026, creating taxable income for the employees. At the employees' request, the Company paid these taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted shares to the Company. These transactions resulted in a decrease of less than $0.1 million and $6.7 million for the three and nine months ended September 30, 2026, compared to $0.2 million and $3.8 million for the three and nine months ended September 30, 2025, respectively, to equity on the Condensed Consolidated Balance Sheets as the cash payment of the taxes effectively was a repurchase of the restricted shares granted in previous years.
17
Index
The following is a summary of transactions pertaining to Restricted Stock:
Shares
Weighted Average
Grant Date
Fair Value
Per Share
Nonvested Restricted Stock outstanding at December 31, 2025
809,376 $ 12.94
Granted
253,946 32.43
Canceled
- -
Vested
(452,929 ) 11.25
Nonvested Restricted Stock outstanding at September 30, 2026
610,393 $ 22.30
Share Repurchase Program
On May 24, 2022, the Company announced that its Board of Directors had authorized a share repurchase program of up to $30.0 million of the Company's outstanding Common Stock. The repurchase program was authorized for 12 months. Pursuant to the program, purchases may be made, from time to time, in open-market transactions at prevailing market prices, in privately negotiated transactions or by other means as determined by the Company's management and in accordance with applicable federal securities laws. The timing of purchases and the number of shares repurchased under the program will depend on a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice.
The Board of Directors subsequently authorized the repurchase of an additional $10.0 million of the Company's Common Stock, increasing the total authorization under the program to $40.0 million, and has extended the share repurchase program for additional 12-month periods.
During the three and nine months ended September 30, 2026, the Company repurchased 871,135 shares of its Common Stock under the share repurchase program at an average price of $24.05 per share, for an aggregate cost of approximately $20.9 million, excluding commissions and excise tax. Of this amount, $1.7 million related to a repurchase executed on September 30, 2026 that settled on October 1, 2026, and was included in accounts payable on the Condensed Consolidated Balance Sheets as of September 30, 2026. The Company did not repurchase any shares under the program during the three and nine months ended September 30, 2025. As of September 30, 2026, the Company had approximately $8.7 million remaining for additional repurchases under the program. Since the inception of the program through September 30, 2026, the Company has made repurchases of approximately 2.6 million shares of the Company's Common Stock, at an average share price of $11.99 for an aggregate expenditure of approximately $31.3 million, excluding commissions and excise tax.
On October 2, 2026, the Company repurchased an additional 68,548 shares of its Common Stock under the program at an average price of $21.93 per share, for approximately $1.5 million, excluding commissions and excise tax.
On November 4, 2026, the Board of Directors authorized the repurchase of an additional $30.0 million of the Company's Common Stock, increasing the total authorization under the program to $70.0 million, and extended the program through May 24, 2028.
During the quarter ended September 30, 2026, the Company early adopted ASU 2025-12, Codification Improvements, and elected the option it added to ASC 505-30, Equity - Treasury Stock, to charge the entire excess of the repurchase price over par or stated value of shares that are retired, or repurchased for constructive retirement, to additional paid-in capital, as long as additional paid-in capital does not become negative. As the Company's Common Stock has no par value, the Company reduces Common Stock by the average carrying value per share of Common Stock, calculated as the Common Stock balance divided by the number of shares outstanding prior to the repurchases, multiplied by the number of shares repurchased, and charges the remaining excess of the repurchase price to additional paid-in capital. Shares repurchased under the program are recorded on the trade date and are cancelled and returned to the status of authorized but unissued shares in accordance with New Jersey law.
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Index
Under the Inflation Reduction Act of 2022, the Company is subject to a 1% excise tax on the fair market value of shares repurchased during the year. The amount subject to the excise tax is reduced by the fair market value of shares issued during the year, which consisted of shares delivered to employees upon vesting of Restricted Stock Awards, net of shares withheld for taxes. As of September 30, 2026, the Company had accrued excise tax of approximately $0.1 million.
9.
COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On September 11, 2026, a securities class action complaint was filed in the United States District Court for the District of New Jersey against the Company and certain of its officers (Scott Shaw and Brian Meyers) on behalf of a putative class of shareholders who acquired shares of the Company's common stock between May 11, 2026 and August 9, 2026. That action is captioned Stuart Bacha v. Lincoln Educational Services Corporation, et al., 2:26-cv-11842-MCA-CF (D.N.J.) (the "Bacha Action"). The Bacha Action alleges, among other things, that the Company, Scott Shaw, and Brian Meyers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by, among other things, making allegedly materially false or misleading statements regarding the Company's financial results for the first quarter of 2026. The Bacha Action seeks unspecified monetary damages on behalf of a putative class and an award of costs and expenses, including reasonable attorneys' fees. We dispute the allegations in the Bacha Action and intend to vigorously defend ourselves in this matter. In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss, if any, that we may incur to resolve the Bacha Action.
Other than as described above, there are no material developments relating to previously disclosed legal proceedings. See the "Legal Proceedings" section of the Company's Form 10-K and previously filed Form 10-Qs for information regarding existing legal proceedings.
In the ordinary conduct of our business, we are subject to additional periodic lawsuits, investigations, regulatory proceedings and other claims, including, but not limited to, claims involving students or graduates, routine employment matters and business disputes. We cannot predict the ultimate resolution of these lawsuits, investigations, regulatory proceedings and other claims asserted against us, but we do not believe that any of these matters will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Student Financing Plans
As of September 30, 2026, the Company had outstanding net financing commitments to its students to assist them in financing their education of approximately $68.9 million, net of interest.
10.
SEGMENT REPORTING
The Company manages its business, evaluates performance and allocates resources based on two reportable business segments, Campus Operations and Transitional.
Campus Operations- The Campus Operations segment includes campuses that are continuing in operation and contribute to the Company's core operations and performance. All of the campuses continuing in operation are classified in this segment. All of our campuses offer programs across various areas of study.
Transitional- The Transitional segment refers to campuses that are marked for closure and are currently being taught out, in addition to campuses that are held-for-sale. As of September 30, 2026, none of our campuses were classified in the Transitional segment.
The individual operating segments have been aggregated into two reportable segments based on the method by which our Chief Operating Decision Maker ("CODM") 1) evaluates performance and allocates resources and 2) as a result of the Company's judgment, that the reporting units have similar products, production processes, types of customers, methods of distribution, regulatory environment, and economic characteristics. The Company's CODM is comprised of a team of executives deemed the "Executive Committee," which is made up of the following individuals:
1. Scott M. Shaw - Chief Executive Officer and Director
2. Brian K. Meyers - Executive Vice President, Chief Financial Officer, and Treasurer
19
Index
The CODM assesses segment financial performance by reviewing segment revenue and segment operating income, which includes certain corporate overhead allocations relating directly to the segments disclosed. Some of the allocated costs include the centralization of the Company's financial aid process, national sales and receivables, and default costs. The CODM will make decisions to allocate resources based on the review of monthly, quarterly, and annual financial information categorized by segment. The financial information is presented to the CODM using actual-to-actual results and budget-to-actual results.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption "Corporate," which primarily includes unallocated corporate activity.
Summary financial information by reporting segment is as follows:

Three Months Ended September 30,

Consolidated
Campus Operations
Corporate
2026 2025 2026 2025 2026 2025
REVENUE
$ 159,177 $ 141,389 $ 159,177 $ 141,389 $ - $ -
COSTS AND EXPENSES:
Instructional
28,368 24,813 28,368 24,813 - -
Books and tools
16,423 14,915 16,423 14,915 - -
Facilities
14,506 12,239 14,506 12,239 - -
Depreciation and amortization
7,825 5,316 7,825 5,316 - -
Educational services and facilities
67,122 57,283 67,122 57,283 - -
Sales and marketing
28,991 25,347 28,991 25,347 - -
Student services
7,751 6,332 7,751 6,332 - -
Provision for credit losses
17,344 17,572 17,344 17,566 - 6
Administrative
30,124 28,416 13,107 11,590 17,017 16,826
Depreciation and amortization
130 144 - - 130 144
Selling, general and administrative
84,340 77,811 67,193 60,835 17,147 16,976
Loss on sale of assets
19 10 19 10 - -
Total costs and expenses
151,481 135,104 134,334 118,128 17,147 16,976
OPERATING INCOME (LOSS)
$ 7,696 $ 6,285 $ 24,843 $ 23,261 $ (17,147 ) $ (16,976 )

Nine Months Ended September 30,

Consolidated
Campus Operations
Corporate
2026 2025 2026 2025 2026 2025
REVENUE
$ 445,695 $ 375,369 $ 445,695 $ 375,369 $ - $ -
COSTS AND EXPENSES:
Instructional
84,144 71,372 84,144 71,372 - -
Books and tools
36,634 29,393 36,634 29,393 - -
Facilities
41,388 37,257 41,388 37,257 - -
Depreciation and amortization
22,982 13,461 22,982 13,461 - -
Educational services and facilities
185,148 151,483 185,148 151,483 - -
Sales and marketing
77,633 63,920 77,633 63,920 - -
Student services
23,010 18,933 23,010 18,933 - -
Provision for credit losses
47,062 42,584 47,062 42,542 - 42
Administrative
95,040 85,866 38,687 34,750 56,353 51,116
Depreciation and amortization
396 472 - - 396 472
Selling, general and administrative
243,141 211,775 186,392 160,145 56,749 51,630
(Gain) loss on sale of assets
(8 ) (466 ) 15 (500 ) (23 ) 34
Total costs and expenses
428,281 362,792 371,555 311,128 56,726 51,664
OPERATING INCOME (LOSS)
$ 17,414 $ 12,577 $ 74,140 $ 64,241 $ (56,726 ) $ (51,664 )
20
Index
11.
FAIR VALUE
The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers:
Level 1: Defined as quoted market prices in active markets for identical assets or liabilities.
Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Defined as unobservable inputs that are not corroborated by market data.
The Company's financial instruments measured at fair value on a recurring basis consist of Level 1 cash equivalents, including money market funds, which were not material as of September 30, 2026, and December 31, 2025.
The carrying amount of the Company's financial instruments, including cash equivalents, receivables, accounts payable and accrued expenses, approximates fair value due to the short-term nature.
The carrying amounts of the Company's borrowings under the Amended and Restated Facility of $10.0 million and the Mortgage Loan of $15.0 million as of September 30, 2026 approximate their fair values because the Amended and Restated Facility bears a variable interest rate and the Mortgage Loan was entered into in July 2026 at prevailing market rates. Both fair value measurements are classified as Level 2 of the fair value hierarchy.
12.
STUDENT RECEIVABLES
Student receivables represent funds owed to us in exchange for the educational services provided to a student. Student receivables are reflected net of an allowance for credit losses at the end of the reporting period. Student receivables, net, are reflected on our Condensed Consolidated Balance Sheets as components of both current and non-current assets.
Our students pay for their costs through a variety of funding sources, including federal loan and grant programs, institutional payment plans, U.S. Department of Veterans Affairs and other military funding and grants, private and institutional scholarships and cash payments. Cash receipts from government-related sources are typically received during the current academic term. Students who have not applied for any type of financial aid generally set up a payment plan with the institution and make payments on a monthly basis in accordance with the terms of the payment plan. A student receivable balance is written off when deemed uncollectible, which is typically once a student is out of school and there has been no payment activity on the account for 150 days. If, however, the student does remit a payment during this time period, the 150-day policy for write-off starts again until either (1) the student continues making payments, or (2) the student does not make any additional payments after which the student receivable balance is written off after 150 days. In an effort to reduce the risk for writing off a student's account, the Company employs a continuous collection effort to minimize exposure from outstanding receivables.
Students enrolled in the Company's programs are provided with a variety of funding resources, including financial aid, grants, scholarships and private loans. After exhausting all funding options, if the student is still in need of additional financing, the Company may offer an institutional loan as a lender of last resort.
Our standard student receivable allowance is based on an estimate of lifetime expected credit losses on student receivables that considers vintages of receivables to determine a loss rate. In considering lifetime credit losses, if the expected life goes beyond the Company's reasonable ability to forecast, the Company then reverts back to historical loss experience as an indicator of collections. In determining the expected credit losses for the period, student receivables were disaggregated and pooled into two different categories to refine the calculation. Other information considered included external factors outside the Company's control. Given that collection history during the COVID-19 pandemic was not considered to be a reliable indicator of a student's repayment history, the Company adjusted the historical loss calculation by normalizing the financial data relating to that time period. Our estimation methodology further considered a number of quantitative and qualitative factors that, based on our collection experience, we believe have an impact on our repayment risk and ability to collect student receivables. Changes in the trends in any of these factors may impact our estimate of the allowance for credit losses. These factors include, but are not limited to: internal repayment history, student status, changes in current economic conditions, legislative or regulatory environments, internal cash collection forecasts, and the ability to complete the federal financial aid process with the student. These factors are monitored and assessed on a regular basis. Overall, our allowance estimation process for student receivables is validated by trending analysis and comparing estimated and actual performance.
21
Index
Student Receivables
The Company has student receivables that are due greater than 12 months from the date of our Condensed Consolidated Balance Sheets. As of September 30, 2026, and December 31, 2025, the amount of non-current student receivables under payment plans that are longer than 12 months in duration, net of allowance for credit losses, was $22.4 million and $21.2 million, respectively.
The following table presents the amortized cost basis of student receivables as of September 30, 2026, by year of origination.
September 30, 2026
Year
Student
Receivables (1)
Nine Months Ended
Write-Off's (2)
2026 $ 86,841 2026 $ -
2025 21,325 2025 41,367
2024 10,530 2024 3,602
2023 5,636 2023 1,105
2022 2,556 2022 359
Prior 2,327 Prior 360
Total $ 129,215 Total $ 46,793
(1)
Student receivables are presented on a gross basis from the individual students. The total receivable amount above excludes (i) federal subsidies reflected on the students' accounts but not yet received from the government, and (ii) receivables from industry relationships, which are otherwise included under accounts receivable in our Condensed Consolidated Balance Sheets.
(2)
Write-off amounts are based on the students' school departure year.
The Company does not utilize or maintain data pertaining to student credit information.
Allowance for Credit Losses
We define student receivables as a portfolio segment under ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326"). Changes in our current and non-current allowance for credit losses related to our student receivable portfolio were calculated in accordance with ASC 326 for the nine months ended September 30, 2026, and 2025, respectively.

Nine Months Ended
September 30,
2026 2025
Balance, beginning of period
$ 70,346 $ 65,572
Provision for credit losses
47,062 42,584
Write-off's
(46,793 ) (33,866 )
Balance, at end of period
$ 70,615 $ 74,290
Fair Value Measurements
The carrying amount reported in our Condensed Consolidated Balance Sheets for the current portion of student receivables approximates fair value because of the nature of these financial instruments, as they generally have short maturity periods. It is not practicable to estimate the fair value of the non-current portion of student receivables, since observable market data is not readily available and no reasonable estimation methodology exists.
22
Index
13.
SUBSEQUENT EVENTS
Credit Agreement Amendment and Waiver
On November 6, 2026, the Company entered into the Amendment and Waiver under which, among other things, the Lenders waived the event of default arising from share repurchases made while advances under the Amended and Restated Facility were outstanding. In addition, the Amendment and Waiver permits future share repurchases by the Company provided that no default or event of default is continuing or would result and that the Company's total liquidity after the transaction would exceed $25 million, and adds a Daily Simple SOFR borrowing option allowing daily borrowing with the ability to repay such borrowings without premium, penalty or breakage fees. For additional information, see Note 7, Long-Term Debt.
23
Index
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All references in this Quarterly Report on Form 10-Q ("Form 10-Q") to "we," "our," "us" and the "Company" refer to Lincoln Educational Services Corporation and its subsidiaries unless the context indicates otherwise.
This discussion may contain forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements, which are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects, and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Such statements may be identified by the use of words such as "expect," "estimate," "assume," "believe," "anticipate," "may," "will," "forecast," "outlook," "plan," "project," or similar words and include, without limitation, statements relating to future enrollment, revenues, revenues per student, earnings growth, operating expenses, capital expenditures, and the effect of pandemics and their ultimate effects on the Company's business and results. These statements are based on the Company's current expectations and are subject to a number of assumptions, risks and uncertainties. Additional factors that could cause or contribute to differences between our actual results and those anticipated include, but are not limited to, those described in the "Risk Factors" section of our Form 10-K and in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this Form 10-Q and in our other reports filed with the SEC that advise interested parties of the risks and factors that may affect our business.
The Company's business is organized into two reportable business segments: Campus Operations; and Transitional. The Campus Operations segment includes campuses that are continuing in operation and contribute to the Company's core operations and performance. The Transitional segment refers to campuses that have been marked for closure and are being taught out, in addition to campuses that are held-for-sale. As of September 30, 2026 no campuses were classified in the Transitional segment.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption "Corporate," which primarily includes unallocated corporate activity. The interim financial statements and related notes thereto appearing elsewhere in this Form 10-Q and the discussions contained herein should be read in conjunction with the annual financial statements and notes thereto included in our Form 10-K, which includes audited Consolidated Financial Statements for the last three fiscal years ended December 31, 2025.
General
Lincoln Educational Services Corporation and its subsidiaries (collectively, the "Company", "we", "our", and "us", as applicable) provide diversified career-oriented postsecondary education to recent high school graduates and working adults. The Company, which currently operates 23 campuses in 12 states, recently opened its new campus in Hicksville, New York in November 2026 and has recently entered into leases for three new campuses: one in Rowlett, Texas, a northern suburb of Dallas, with programs expected to begin in the first half of 2027; one in Suitland, Maryland, located in the Washington, D.C. metropolitan area with programs expected to begin in the fourth quarter of 2027; and one in Tempe, Arizona, located in the Phoenix metropolitan area, with programs expected to begin in the first quarter of 2028. The Company offers programs in skilled trades, automotive, health sciences and information technology. The schools operate under the brands Lincoln Technical Institute, Lincoln College of Technology, and Nashville Auto Diesel College.
Most of the Company's campuses serve major metropolitan markets and each typically offers courses in multiple areas of study. Five of our campuses are destination schools, which attract students from across the United States and, in some cases, from abroad. The Company's other campuses primarily attract students from their local communities and surrounding areas. All of our campuses are nationally accredited and are eligible to participate in federal financial aid programs administered by the U.S. Department of Education (the "DOE") and applicable state education agencies and accrediting commissions, which allow students to apply for and access federal student loans as well as other forms of financial aid. The Company was incorporated in New Jersey in 2003 as the successor-in-interest to various acquired schools including Lincoln Technical Institute, Inc., which opened its first campus in Newark, New Jersey in 1946.
Critical Accounting Policies and Estimates
For a description of our critical accounting policies and estimates, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" and Note 1 to the Consolidated Financial Statements included in our Form 10-K and Note 1 to the Condensed Consolidated Financial Statements included in this Form 10-Q.
24
Index
Effect of Inflation
Inflation has not had a material effect on our operations.
Business Strategy
We strive to strengthen our position as a leading provider of career-oriented postsecondary education by continuing to pursue the following strategy:
•
Expand Geographically. We plan to open new campuses and enter new markets using existing resources or acquisitions. We opened new campuses in Hicksville, New York in November 2026 and in Houston, Texas in August 2025, and have signed leases for new campuses in Rowlett, Texas, which is expected to open in the first quarter of 2027; Suitland, Maryland, with programs expected to begin in the fourth quarter of 2027; and Tempe, Arizona, for which we entered into in August 2026, with programs expected to begin in the first quarter of 2028. We continue to evaluate opportunities to expand our footprint in markets that support our long-term growth objectives.
•
Replicate Programs and Expand Existing Areas of Study. We are expanding our program portfolio by introducing in-demand programs across locations. This approach allows us to serve local market needs while leveraging our existing curriculum, faculty expertise, and infrastructure.
•
Increase Operating Efficiency. We aim to improve margins and scalability by centralizing operations, standardizing curricula, and leveraging technology such as artificial intelligence to streamline campus functions. By continuing to simplify and standardize our operating model, we believe we can enhance efficiency and support sustainable growth across our organization.
•
Maximize Utilization of Existing Facilities. We focus on increasing facility usage through enrollment growth, the introduction of new programs, and expanded industry partnerships. In addition, our hybrid teaching model provides increased flexibility to align our real estate footprint with evolving instructional needs.
•
Expand Teaching Platform. We are transitioning to a hybrid teaching platform, Lincoln 10.0, the implementation of which has been substantially completed and is expected to be finalized by the end of 2026 for all planned programs, except for our Licensed Practical Nurse program which should be completed by 2027. This platform is designed to provide greater flexibility, efficiency, and value to students, while supporting a more scalable and standardized academic delivery model.
Recent and Planned Campus Openings
Campus Location
Type
Status
Opening Date
Nashville, TN
Campus Relocation
Opened
March 2025
Levittown, PA
Campus Relocation
Opened
August 2025
Houston, TX
New Campus
Opened
August 2025
Hicksville, NY
New Campus
Opened
November 2026
Rowlett, TX
New Campus
In Progress
First half of 2027
Suitland, MD
New Campus
In Progress
Fourth quarter of 2027
Tempe, AZ
New Campus
In Progress
First quarter of 2028
Results of Operations for the Three and Nine Months Ended September 30, 2026
The following table sets forth selected Condensed Consolidated Statements of Operations data as a percentage of revenues for each of the periods indicated:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2026 2025 2026 2025
Revenue
100 % 100 % 100 % 100 %
Costs and expenses:
Educational services and facilities
42.2 % 40.5 % 41.5 % 40.4 %
Selling, general and administrative
53.0 % 55.0 % 54.6 % 56.4 %
Gain on sale of assets
0 % 0 % 0 % (0.1 )%
Total costs and expenses
95.2 % 95.6 % 96.1 % 96.6 %
Operating income
4.8 % 4.4 % 3.9 % 3.4 %
Interest expense, net
(0.7 )% (0.7 )% (0.7 )% (0.6 )%
Income from operations before income taxes
4.1 % 3.7 % 3.2 % 2.7 %
Provision for income taxes
1.2 % 1.1 % 0.8 % 0.8 %
Net income
3.0 % 2.7 % 2.5 % 1.9 %
25
Index
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Consolidated Results of Operations
Revenue. Revenue increased $17.8 million, or 12.6%, to $159.2 million for the three months ended September 30, 2026, from $141.4 million in the prior year comparable period. Revenue growth was primarily due to a 10.9% increase in average student population.
Three Months Ended September 30,
Consolidated
2026 2025 7/1/25
starts* 		2025* % change % change*
Revenue (millions)
$ 159.2 $ 141.4 12.6 %
Total new student starts
7,362 9,209 (2,764 ) 6,445 (20.1 )% 14.2 %
Average student population
18,584 16,303 460 16,763 14.0 % 10.9 %
End of period student population
20,325 18,244 - 18,244 11.4 % 11.4 %
* 2025 figures exclude 2,764 student starts on July 1, 2025, which are reflected in the three months ended June 30, 2025, to align with comparable student start activity in the current year during the last week of June 2026, returning to our typical start schedule.

Three Months Ended September 30,

Consolidated
Campus Operations
Corporate
2026 2025 2026 2025 2026 2025
REVENUE
$ 159,177 $ 141,389 $ 159,177 $ 141,389 $ - $ -
COSTS AND EXPENSES:
Instructional
28,368 24,813 28,368 24,813 - -
Books and tools
16,423 14,915 16,423 14,915 - -
Facilities
14,506 12,239 14,506 12,239 - -
Depreciation and amortization
7,825 5,316 7,825 5,316 - -
Educational services and facilities
67,122 57,283 67,122 57,283 - -
Sales and marketing
28,991 25,347 28,991 25,347 - -
Student services
7,751 6,332 7,751 6,332 - -
Provision for credit losses
17,344 17,572 17,344 17,566 - 6
Administrative
30,124 28,416 13,107 11,590 17,017 16,826
Depreciation and amortization
130 144 - - 130 144
Selling, general and administrative
84,340 77,811 67,193 60,835 17,147 16,976
Loss on sale of assets
19 10 19 10 - -
Total costs and expenses
151,481 135,104 134,334 118,128 17,147 16,976
OPERATING INCOME (LOSS)
$ 7,696 $ 6,285 $ 24,843 $ 23,261 $ (17,147 ) $ (16,976 )
Educational services and facilities expense. Educational services and facilities expense increased by $9.8 million, or 17.2%, to $67.1 million for the three months ended September 30, 2026, compared to $57.3 million for the prior year comparable period. This includes a $3.1 million increase in costs related to our new campuses in Houston, Hicksville, Rowlett and Suitland.
The increase was primarily due to costs associated with a larger student population, higher books and tools expense from increased laptop pricing, and higher depreciation resulting from capital investments to support our growth initiatives.
Educational services and facilities expense as a percentage of revenue increased to 42.2% from 40.5% in the prior year comparable period.
Selling, general and administrative expense. Selling, general and administrative expense increased $6.5 million, or 8.4%, to $84.3 million for the three months ended September 30, 2026, compared to $77.8 million in the prior year comparable period. The increase was primarily driven by a larger student population and higher sales and marketing expense. This includes a $1.6 million increase in costs related to our new campuses.
26
Index
Sales and marketing expense increased by $3.5 million, or 13.9%, including $0.5 million related to our new campuses, due to higher student acquisition costs.
Selling, general and administrative expenses continued to decline as a percentage of revenue, at 53.0% for the three months ended September 30, 2026, compared to 55.0% for the same period in 2025.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption "Corporate," which primarily includes unallocated corporate activity.
Corporate and Other
This category includes unallocated expenses incurred on behalf of the entire Company. Corporate and other expenses were $17.1 million for the three months ended September 30, 2026, compared to $17.0 million in the prior year comparable period, remaining relatively consistent year over year.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Consolidated Results of Operations
Revenue. Revenue increased $70.3 million, or 18.7%, to $445.7 million for the nine months ended September 30, 2026, from $375.4 million in the prior year comparable period. Revenue growth was primarily due to a 14.4% increase in average student population.
Nine Months Ended September 30,
Consolidated
2026 2025 7/1/25
starts* 		2025* % change % change*
Revenue (millions)
$ 445.7 $ 375.4 18.7 %
Total new student starts
18,840 16,976 - 16,976 11.0 % 11.0 %
Average student population
18,404 15,776 306 16,082 16.7 % 14.4 %
End of period student population
20,325 18,244 - 18,244 11.4 % 11.4 %
* 2025 figures exclude 2,764 student starts on July 1, 2025, which are reflected in the three months ended June 30, 2025, to align with comparable student start activity in the current year during the last week of June 2026, returning to our typical start schedule.

Nine Months Ended September 30,

Consolidated
Campus Operations
Corporate
2026 2025 2026 2025 2026 2025
REVENUE
$ 445,695 $ 375,369 $ 445,695 $ 375,369 $ - $ -
COSTS AND EXPENSES:
Instructional
84,144 71,372 84,144 71,372 - -
Books and tools
36,634 29,393 36,634 29,393 - -
Facilities
41,388 37,257 41,388 37,257 - -
Depreciation and amortization
22,982 13,461 22,982 13,461 - -
Educational services and facilities
185,148 151,483 185,148 151,483 - -
Sales and marketing
77,633 63,920 77,633 63,920 - -
Student services
23,010 18,933 23,010 18,933 - -
Provision for credit losses
47,062 42,584 47,062 42,542 - 42
Administrative
95,040 85,866 38,687 34,750 56,353 51,116
Depreciation and amortization
396 472 - - 396 472
Selling, general and administrative
243,141 211,775 186,392 160,145 56,749 51,630
(Gain) loss on sale of assets
(8 ) (466 ) 15 (500 ) (23 ) 34
Total costs and expenses
428,281 362,792 371,555 311,128 56,726 51,664
OPERATING INCOME (LOSS)
$ 17,414 $ 12,577 $ 74,140 $ 64,241 $ (56,726 ) $ (51,664 )
27
Index
Educational services and facilities expense. Educational services and facilities expense increased by $33.7 million, or 22.2%, to $185.1 million for the nine months ended September 30, 2026, compared to $151.5 million for the prior year comparable period. This includes an $8.9 million increase in costs related to our new campuses in Houston, Hicksville, Rowlett and Suitland.
The increase was primarily driven by costs associated with supporting a larger student population, including market-based adjustments to instructional compensation to remain competitive and retain talent and higher depreciation expense, largely resulting from capital investments to support our growth initiatives.
Educational services and facilities expense as a percentage of revenue increased to 41.5% from 40.4% in the prior year comparable period.
Selling, general and administrative expense. Selling, general and administrative expense increased $31.4 million, or 14.8%, to $243.1 million for the nine months ended September 30, 2026, compared to $211.8 million for the prior year comparable period, primarily driven by a larger student population, higher sales and marketing expense. This includes a $5.5 million increase in costs related to our new campuses.
Selling, general and administrative expenses declined as a percentage of revenue at 54.6% for the nine months ended September 30, 2026, compared to 56.4% for the same period in 2025.
Sales and marketing expense increased by $13.7 million, or 21.5%, including $2.9 million related to our new campuses, due to higher student acquisition costs.
While the provision for credit losses increased in absolute terms by $4.5 million, it declined as a percentage of revenue from 11.3% to 10.6% year-over-year reflecting continuing efficiencies from our financial aid processes and stronger collections.
Income taxes. Income tax provision was $3.4 million for the nine months ended September 30, 2026, representing an effective tax rate of 23.7% of pre-tax income, compared to $2.9 million income tax provision and an effective tax rate of 28.4% in the prior year comparable period. The decrease in effective tax rate was primarily due to a discrete tax benefit related to restricted stock vesting.
We evaluate performance based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption "Corporate," which primarily includes unallocated corporate activity.
Corporate and Other
This category includes unallocated expenses incurred on behalf of the entire Company. Corporate and other expenses were $56.8 million for the nine months ended September 30, 2026, compared to $51.7 million in the prior year comparable period. The increase was primarily driven by higher salaries and benefits to support a larger student population and the execution of our growth initiatives.
LIQUIDITY AND CAPITAL RESOURCES
Our primary capital requirements are for maintenance and expansion of our facilities and the development of new programs. Our principal source of liquidity has been cash provided by operating activities. The following chart summarizes the principal elements of our cash flow for each of the nine months ended September 30, 2026, and 2025:

Nine Months Ended
September 30,
2026 2025
Net cash provided by operating activities
$ 61,515 $ 15,803
Net cash used in investing activities
$ (66,836 ) $ (67,633 )
Net cash (used in) provided by financing activities
$ (2,571 ) $ 6,037
As of September 30, 2026, the Company had $20.6 million in cash and cash equivalents, compared to $13.5 million in cash and cash equivalents as of September 30, 2025. The change in cash position from the prior year comparable period was primarily driven by higher net cash provided by operating activities, reflecting higher net income and favorable changes in working capital, along with proceeds from the Mortgage Loan, partially offset by repurchases of our Common Stock and higher net share settlements for equity-based compensation.
28
Index
Our primary source of cash is tuition collected from our students. The majority of students enrolled at our schools rely on funds received under various government-sponsored student financial aid programs to pay a substantial portion of their tuition and other education-related expenses. The most significant source of student financing is Title IV Programs, which represented approximately 85% of our cash receipts relating to revenues in 2025. Pursuant to applicable regulations, students must apply for a new loan for each academic period. Federal regulations dictate the timing of disbursements of funds under Title IV Programs and loan funds are generally provided by lenders in two disbursements for each academic year. The first disbursement is usually received approximately 31 days after the start of a student's academic year and the second disbursement is typically received at the beginning of the sixteenth week from the start of the student's academic year. Certain types of grants and other funding are not subject to a 31-day delay. In certain instances, if a student withdraws from a program prior to a specified date, any paid but unearned tuition or prorated Title IV Program financial aid is refunded according to federal, state and accrediting agency standards.
As a result of the significant amount of Title IV Program funds received by our students, we are highly dependent on these funds to operate our business. Any reduction in the level of Title IV Program funds that our students are eligible to receive for tuition payment to us or any restriction on our eligibility to receive Title IV Program funds would have a significant impact on our operations and our financial condition. For more information, see Part I, Item 1A. "Risk Factors - Risks Related to Our Industry" of our Form 10-K.
Operating Activities
Operating cash flow results primarily from cash received from our students, offset by changes in working capital demands. Working capital can vary at any point in time based on several factors including seasonality, timing of cash receipts and payments and vendor payment terms.
Net cash provided by operating activities for the nine months ended September 30, 2026 was $61.5 million, compared to $15.8 million in the prior year comparable period, primarily driven by changes in working capital due to timing, higher depreciation and amortization, a higher provision for credit losses and higher net income.
Investing Activities
Net cash used in investing activities was $66.8 million for the nine months ended September 30, 2026 compared to $67.6 million in the prior year comparable period, primarily related to capital expenditures associated with growth initiatives.
Capital expenditures for the nine months ended September 30, 2026 were $67.4 million, compared to $68.1 million in the prior year comparable period. Current period capital expenditures primarily related to the buildout of our new campuses in Houston, Texas, Hicksville, New York, Rowlett, Texas, Suitland, Maryland, and Tempe, Arizona, as well as the acquisition of our previously leased Melrose Park, Illinois campus. We also continue to invest in expanding programs at existing campuses that demonstrate high market demand and successful student outcomes. We expect to fund future capital expenditures with cash generated from operating activities, cash on hand and availability under our credit facility.
Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2026 was $2.6 million, compared to net cash provided by financing activities of $6.0 million in the prior year comparable period, primarily due to repurchases of our Common Stock of $19.3 million and higher net share settlements for equity-based compensation, partially offset by proceeds of $15.0 million from the Mortgage Loan and higher net borrowings under our revolving credit facility.
During the three and nine months ended September 30, 2026, we repurchased 871,135 shares of our Common Stock for an aggregate purchase price of approximately $21.0 million, excluding excise tax, under our share repurchase program, of which $1.7 million was settled on October 1, 2026. As of September 30, 2026, $8.7 million remained available under the program. Under the First Amendment to Amended and Restated Credit Agreement and Waiver (the "Amendment and Waiver"), future share repurchases are permitted provided that no default or event of default is continuing or would result and that our total liquidity after the transaction would exceed $25 million, as discussed elsewhere and below.
Melrose Park Property Acquisition and Mortgage Loan
On July 7, 2026, the Company completed the acquisition of its previously leased Melrose Park, Illinois campus property for a purchase price of $18.8 million, converting the location from a leased to an owned facility. The purchase was funded with a $15.0 million mortgage loan from Provident Bank (the "Mortgage Loan") and cash on hand. The Mortgage Loan bears interest at a fixed rate of 5.95% per annum for the first five years, is payable in monthly installments of principal and interest of approximately $0.1 million, and matures on July 1, 2036. As of September 30, 2026, the outstanding principal balance of the Mortgage Loan was $15.0 million. See Note 7, Long-Term Debt, to the Condensed Consolidated Financial Statements for additional details. We do not expect this transaction to have a material impact on our future results of operations.
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Credit Facility
The Company maintains a revolving credit facility to support working capital and general corporate purposes. In April 2026, the Company entered into an amended and restated credit agreement (the "Amended and Restated Credit Agreement"), which increased total borrowing capacity under the revolving credit facility (the "Amended and Restated Facility") from $60.0 million to $125.0 million and extended its maturity from March 7, 2028 to April 11, 2031.
During the three months ended September 30, 2026, and subsequently on October 2, 2026, we repurchased shares of our Common Stock while advances under the Amended and Restated Facility were outstanding, which repurchases were not in compliance with the conditions stated in the Amended and Restated Credit Agreement and, as such, constituted an event of default. On November 6, 2026, we entered into the Amendment and Waiver under which, among other things, the lenders waived such event of default. In addition, the Amendment and Waiver permits future share repurchases provided that no default or event of default is continuing or would result and that our total liquidity after the transaction would exceed $25.0 million, and adds a Daily Simple SOFR borrowing option allowing daily borrowing with the ability to repay such borrowings without premium, penalty or breakage fees.
As of September 30, 2026, the Company had $10.0 million outstanding under the credit facility. For additional information regarding the terms of the facility, see Note 7, Long-Term Debt.
Contractual Obligations
Current portion of Long-Term Debt, Long-Term Debt and Lease Commitments. As of September 30, 2026, the Company had $25.0 million of debt outstanding, consisting of $10.0 million under the revolving credit facility and $15.0 million under the Mortgage Loan, of which $0.3 million is due within the next twelve months. See Note 7 - Long-Term Debt for additional information. The Company leases offices, educational facilities and various items of equipment for varying periods through the year 2045 at basic annual rental rates (excluding taxes, insurance, and other expenses under certain leases).
As of September 30, 2026, the Company had outstanding loan principal commitments to our active students of $68.9 million. These are institutional loans, and no cash is advanced to students. The full loan amount is not guaranteed unless the student completes the program. The institutional loans are considered commitments because the students are required to fund their education using these funds and they are not reported on our financial statements.
Regulatory Updates
Negotiated Rulemaking
On January 27, 2026, the DOE announced a notice of its intent to initiate a rulemaking process with the goal of amending the existing regulations for the DOE's recognition of accrediting agencies. The Accreditation, Innovation, and Modernization (AIM) Committee met from April 13-17, 2026, and from May 18-21, 2026. The AIM Committee reached consensus on the proposed regulations on May 21, 2026. The proposed regulations would revise the federal recognition criteria for accrediting agencies related to topics including transfer of credit, application of student achievement and outcomes standards, faculty sufficiency and integrity, institutional facilities, and due process during appeals of adverse actions, and would institute other changes to the accreditation regulations that could affect institutions accredited by federally recognized accrediting agencies, including our schools. The DOE published a notice of proposed rulemaking on August 20, 2026, and the comment period expired on September 21, 2026. Subsequently, the DOE published the final regulations on October 30, 2026, with an effective date of July 1, 2027. We are still evaluating the final regulation and cannot predict the impact of this regulation on our schools.
The new regulation discussed above, and any future regulations or guidance on these or other topics, could increase the possibility that our schools could be subject to additional reporting requirements and additional oversight by DOE and accrediting agencies. The DOE has indicated it intends to engage in further rulemaking on topics which may include, but not be limited to, rules governing change of ownership, cash management, administrative capability standards, program length requirements, financial responsibility requirements, the 90/10 rule, and campus safety and security reporting requirements. However, we cannot predict whether or when the DOE may engage in rulemaking on these or other topics, nor the timing, scope, and impact of any future regulations or guidance the DOE might issue on these or other topics.
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Seasonality
Our revenue and operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes in total student population. Student population varies due to new student enrollments, graduations and student attrition. Historically, our schools have had lower student populations in our first and second quarters and we have experienced larger class starts in the third quarter and higher student attrition in the first half of the year. The growth that we generally experience in the second half of the year is largely dependent on a successful high school recruiting season. We recruit high school students several months ahead of their scheduled start dates and, as a consequence, while we have visibility on the number of students who have expressed interest in attending our schools, we cannot predict with certainty the actual number of new student enrollments in any given year and the related impact on revenue. Our expenses, however, typically do not vary significantly over the course of the year with changes in our student population and revenue.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk exposure during the three months ended September 30, 2026. See Part II Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of our Form 10-K.
Item 4.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)) as of the end of the quarterly period covered by this Form 10-Q, have concluded that our disclosure controls and procedures are adequate and effective to reasonably ensure that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting. There were no changes made during our most recently completed fiscal quarter in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
On September 11, 2026, a securities class action complaint was filed in the United States District Court for the District of New Jersey against the Company and certain of its officers (Scott Shaw and Brian Meyers) on behalf of a putative class of shareholders who acquired shares of the Company's common stock between May 11, 2026 and August 9, 2026. That action is captioned Stuart Bacha v. Lincoln Educational Services Corporation, et al., 2:26-cv-11842-MCA-CF (D.N.J.) (the "Bacha Action"). The Bacha Action alleges, among other things, that the Company, Scott Shaw, and Brian Meyers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by, among other things, making allegedly materially false or misleading statements regarding the Company's financial results for the first quarter of 2026. The Bacha Action seeks unspecified monetary damages on behalf of a putative class and an award of costs and expenses, including reasonable attorneys' fees. We dispute the allegations in the Bacha Action and intend to vigorously defend ourselves in this matter. In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss, if any, that we may incur to resolve the Bacha Action.
For additional information regarding legal proceedings, see also the "Legal Proceedings" section of the Company's Form 10-K and previously filed Form 10-Qs for information regarding existing legal proceedings.
In the ordinary conduct of our business, the Company is subject to additional periodic lawsuits, investigations, regulatory proceedings, and other claims, including, but not limited to, claims involving students or graduates, routine employment matters, and business disputes. We cannot predict the ultimate resolution of these lawsuits, investigations, regulatory proceedings, and other claims asserted against us, but we do not believe that any of these matters will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Item 1A.
RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K and those contained in our previously filed Form 10-Qs, which could affect our business, financial condition, or operating results. The risks we describe in our periodic reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results. During the quarter ended September 30, 2026, the Company did not become aware of any specific new and additional risk factors that were not previously disclosed.
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Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)
None.
(b)
None.
(c)
On May 24, 2022, the Company announced that the Board of Directors had approved a share repurchase program for 12 months authorizing repurchases of up to $30.0 million of the Company's Common Stock. On February 27, 2023, the Board of Directors authorized the repurchase of an additional $10.0 million in the Company's Common Stock, increasing the total authorization under the program to $40.0 million, and has extended the share repurchase program for additional 12-month periods. During the three months ended September 30, 2026, the Company repurchased 871,135 shares of its Common Stock under the share repurchase program and had approximately $8.7 million remaining for additional repurchases under the program as of September 30, 2026. Since the inception of the program through September 30, 2026, the Company has made repurchases totaling approximately 2.6 million shares at an average price of $11.99 for an aggregate expenditure of approximately $31.3 million.
On November 4, 2026, the Board of Directors authorized the repurchase of an additional $30.0 million of the Company's Common Stock, increasing the total authorization under the program to $70.0 million, and extended the program through May 24, 2028.
The following table presents the number and average price of shares purchased during the three months ended September 30, 2026.
Period
Total
Number of
Shares
Purchased 		Average
Price Paid
per Share (1) 		Total
Number of
Shares
Purchased as
Part of
Publicly
Announced
Plan 		Maximum
Dollar Value of
Shares
Remaining to be
Purchased
Under the Plan
July 1, 2026 to July 31, 2026
- - - $ 29,663,667
August 1, 2026 to August 31, 2026
- - - $ 29,663,667
September 1, 2026 to September 30, 2026
871,135 $ 24.05 871,135 $ 8,671,333
Total
871,135 $ 24.05 871,135
(1) Excludes commissions and excise tax.
For more information on the share repurchase plan, see Part I, Item 1. "Notes to Condensed Consolidated Financial Statements", Note 8 - Stockholders' Equity.
Item 3.
DEFAULTS UPON SENIOR SECURITIES
(a)
None, other than as otherwise disclosed elsewhere herein.
(b)
None.
Item 4.
MINE SAFETY DISCLOSURES
None.
Item 5.
OTHER INFORMATION
(a)
None.
(b)
None.
(c)
During the three months ended September 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).
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Index
Item 6.
EXHIBITS
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company's Registration Statement on Form S-1/A (Registration No. 333-123644) filed June 7, 2005).
3.2
Certificate of Amendment, dated November 14, 2019, to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-3 filed October 6, 2020).
3.3
Bylaws of the Company as amended on March 8, 2019 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed April 30, 2020).
10.1
Loan Agreement, dated as of July 7, 2026, between Lincoln Technical Institute, Inc. and Provident Bank (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed July 10, 2026).
10.2
Promissory Note, dated as of July 7, 2026, between Lincoln Technical Institute, Inc. and Provident Bank (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed July 10, 2026).
10.3
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of July 7, 2026, by Lincoln Technical Institute, Inc. in favor of Provident Bank (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed July 10, 2026).
10.4
Continuing Guaranty and Suretyship Agreement, dated as of July 7, 2026, by Lincoln Educational Services Corporation and its wholly owned subsidiaries in favor of Provident Bank (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed July 10, 2026).
10.5
First Amendment to Amended and Restated Credit Agreement and Waiver, made as of November 6, 2026.
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
The following financial statements from the Company's 10-Q for the quarter ended September 30, 2026, formatted in Inline eXtensible Business Reporting Language ("iXBRL"): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith. This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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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.
LINCOLN EDUCATIONAL SERVICES CORPORATION
Date: November 9, 2026
By:
/s/ Brian K. Meyers
Brian K. Meyers
Executive Vice President, Chief Financial Officer and Treasurer
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Index
Exhibit Index
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company's Registration Statement on Form S-1/A (Registration No. 333-123644) filed June 7, 2005.
3.2
Certificate of Amendment, dated November 14, 2019, to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-3 filed October 6, 2020).
3.3
Bylaws of the Company as amended on March 8, 2019 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed April 30, 2020).
Loan Agreement, dated as of July 7, 2026, between Lincoln Technical Institute, Inc. and Provident Bank (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed July 10, 2026).
Promissory Note, dated as of July 7, 2026, between Lincoln Technical Institute, Inc. and Provident Bank (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed July 10, 2026).
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of July 7, 2026, by Lincoln Technical Institute, Inc. in favor of Provident Bank (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed July 10, 2026).
Continuing Guaranty and Suretyship Agreement, dated as of July 7, 2026, by Lincoln Educational Services Corporation and its wholly owned subsidiaries in favor of Provident Bank (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed July 10, 2026).
10.5
First Amendment to Amended and Restated Credit Agreement and Waiver, made as of November 6, 2026.
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
The following financial statements from the Company's 10-Q for the quarter ended September 30, 2026, formatted in Inline eXtensible Business Reporting Language ("iXBRL"): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith. This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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