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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 28, 2025 (October 27, 2025)
EDUCATIONAL DEVELOPMENT CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-04957 |
|
73-0750007 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S
Employer
Identification No.) |
5402 S 122nd E Avenue, Tulsa, Oklahoma 74146
(Address
of principal executive offices and Zip Code)
(918) 622-4522
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Common Stock, $.20 par value |
|
EDUC |
|
NASDAQ |
| (Title
of class) |
|
(Trading
symbol) |
|
(Name of
each exchange on which registered) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
On October 27, 2025, Educational Development Corporation
(“EDC”, the “Company” or “Seller”) completed the sale and leaseback of the Company’s headquarters
and distribution warehouse located at 5400-5402 South 122nd East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”)
to 10Mark 10K Industrial, LLC, a Delaware limited liability company (“Buyer”).
The agreed upon sale price of the Hilti Complex
per the executed Contract totaled $32,200,000. The proceeds from the sale were utilized to pay off the Term Loans and Revolving Loan outstanding
in the Credit Agreement with the Company’s Bank. At closing, EDC assigned the existing third-party tenant leases to the Buyer and
executed a separate Triple-Net Lease (the “Lease”) for its occupied space in the Hilti Complex.
The terms of the lease is 10 years, and the initial
lease rate will be $8.00 per square foot, with 2.5% annual escalations. The Seller will also have two five-year renewal and extension
options with 2.5% increases annually in the base rental rate of the preceding year. The Lease will also include triple-net terms, where
the Seller and other tenants will be responsible for utilities, insurance, property taxes, and regular maintenance.
The foregoing descriptions are a summary of the
material terms of the Contract and are not complete. These descriptions are qualified in all respects subject to the actual provisions
of the sale Contract and Lease with the Buyer.
ITEM 1.02 TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
On October 27, 2025, Educational Development Corporation
repaid in full all outstanding indebtedness and terminated all commitments and obligations under its Credit Agreement dated August 9,
2022 between the Company and BOKF, NA. The Company’s payment to BOKF, NA, including interest, was approximately $30.0 million, which
satisfies all of the Company’s debt obligations with BOKF, NA. The Company did not incur any early termination penalties as a result
of the repayment of indebtedness or termination of the Amended and Restated Credit Agreement. In connection with the repayment of
outstanding indebtedness, the Company was automatically and permanently released from all security interests, mortgages, liens and
encumbrances under the Amended and Restated Credit Agreement with BOKF, NA. The material terms of the Amended and Restated Credit Agreement
with BOKF, NA are described in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”)
on May 19, 2025.
The foregoing summary of the Amended and Restated
Credit Agreement with BOKF, NA is not complete and is qualified in all respects subject to the actual provisions by reference to the Amended
and Restated Loan Agreement with BOKF, NA dated August 9, 2022, and First and Second Amendment dated December 22, 2022, and May 10, 2023
which were filed as Exhibits 10.16, 10.17 and 10.18, respectively, to the Company’s Form 10-K dated February 28, 2023; the Third
Amendment dated August 9, 2023, which was filed as Exhibit 10.5 on the Company’s 10-Q dated August 31, 2023. The Fourth Amendment
dated November 30, 2023, which was filed as Exhibits 10.6 to the Company’s Form 10-Q dated November 30, 2023; the Fifth Amendment
dated June 13, 2024 which was filed as Exhibit 10.7 to the Company’s Form 10-Q dated August 31, 2024; and the Sixth Amendment dated
October 7, 2024 which was filed as Exhibit 10.9 to the Company’s Form 10-Q dated November 30, 2024; and the Seventh Amendment dated
January 13, 2025 which was filed as Exhibit 10.17 to the Company’s 10-K dated February 28, 2025; and the Eighth Amendment dated
April 4, 2025 which was filed as Exhibit 10.18 to the Company’s 10-Q dated May 31, 2025; and the Ninth Amendment dated August 12,
2025 which was filed as Exhibit 10.19 to the Company’s 10-Q dated August 31, 2025 and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number |
|
Description |
| 10.01 |
|
Lease Agreement dated October 20, 2025 |
| 99.1 |
|
Press Release dated October 28, 2025 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant
to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Educational Development Corporation |
|
| |
|
| By: |
/s/ Craig M. White |
|
| |
Craig M. White |
|
| |
President and Chief Executive Officer |
|
| |
|
|
| Date: |
October 28, 2025 |
|
