UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~Earliest ~~event~~Event ~~reported~~Reported): August ~~May 8~~11, 2025

LINCOLN EDUCATIONAL SERVICES CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

New Jersey	000-51371	57-1150621
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14 Sylvan Way, Suite A, Parsippany, NJ 07054

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

Registrant’s telephone number, including area code: (973) 736-9340

Not applicable ~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading ~~symbol~~Symbol(s) Name of each exchange on which registered Common Stock, noNo ~~par~~Par ~~value~~Value ~~per share~~ LINC ~~The~~ NASDAQ ~~Stock Market LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~May~~August 811, 2025, Lincoln Educational Services Corporation. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast. A total of 31,592,807 shares of common stock, no par value per share (the “Common Stock”), were issued ~~and~~a ~~outstanding~~press ~~and~~release ~~entitled~~announcing tofinancial ~~vote~~results ~~as of March 20, 2025, the record date~~ for the ~~Annual~~second quarter ~~Meeting.~~ended ~~There~~June ~~were 27~~30,~~460,155~~ ~~shares of Common Stock represented in person or by proxy at the Annual Meeting constituting a quorum~~2025. ~~Each~~ ofA ~~the~~copy ~~proposals was approved by the requisite vote~~ of the ~~Company’s~~press ~~shareholders.~~release ~~Set~~is ~~forth~~furnished ~~below are the proposals acted upon,~~ as ~~further~~Exhibit ~~described in~~99.1 ~~the~~to ~~Company’s~~this ~~definitive~~Current ~~proxy~~Report ~~statement~~ on ~~Schedule~~Form ~~14A~~8-K ~~filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~in onthis ~~April~~Item ~~10,~~2.02 ~~2025,~~by ~~and the final voting results for each proposal:~~reference.

~~Proposal~~ The ~~Number~~information contained under this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1~~: To~~, ~~elect~~is being furnished and shall not be deemed to be “filed” for the ~~following~~purposes 10of ~~individuals~~Section ~~named~~18 inof the ~~Company’s~~Securities ~~proxy~~Exchange ~~statement~~Act of 1934, as ~~directors~~amended, or otherwise subject to the liabilities of that Section. Furthermore, the ~~Company~~information ~~for~~contained aunder ~~one~~this Item 2.02 in this Current Report on Form 8-~~year~~K, ~~term~~including ~~which~~Exhibit ~~will~~99.1, ~~expire~~shall atnot ~~the~~be ~~2026~~deemed ~~Annual~~to ~~Meeting~~be ofincorporated ~~Shareholders~~by reference into any registration statement or ~~until~~other ~~their~~document ~~successors~~filed ~~are~~pursuant ~~duly~~to ~~elected~~the ~~and~~Securities ~~qualified. Each~~Act ~~nominee~~of 1933, as amended, unless specifically identified therein as being ~~for~~incorporated ~~director~~therein ~~was~~by ~~elected~~reference. The byfurnishing of the information under this Item 2.02 in this Current Report is not intended to, and does not, constitute a ~~vote~~determination ofor admission by the ~~shareholders~~Company asthat ~~follows:~~the information contained under this Item 2.02 in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
John A. Bartholdson	23,028,488	102,827	4,328,840
James J. Burke, Jr.	22,744,158	387,157	4,328,840
Anna Cabral	23,031,509	99,806	4,328,840
Kevin M. Carney	23,028,513	102,802	4,328,840
Marta Newhart	22,981,600	149,715	4,328,840
Michael A. Plater	22,757,908	373,407	4,328,840
Felecia J. Pryor	22,760,865	370,450	4,328,840
Carlton E. Rose	22,818,037	313,278	4,328,840
Scott M. Shaw	23,028,523	102,792	4,328,840
Sylvia J. Young	22,892,337	238,978	4,328,840

Proposal Number 2: To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statement . The proposal was approved by a vote of the shareholders as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,638,935	1,264,293	228,087	4,328,840

Proposal Number 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal was approved by a vote of the shareholders as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
27,120,230	324,105	15,820	not applicable

Item 7.01 Regulation FD Disclosure.

On May 8, 2025, the Company presented additional background information on the Company and on its strategic plan (the “Shareholder Presentation”) during its Annual Meeting. A copy of the Shareholder Presentation, which is available on the Company’s website at www.lincolntech.edu under the tab “Investor Relations,” is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

Item 8.01 Other Events.

On May 8, 2025, the Company announced that the Board of Directors has authorized the continuation of the share repurchase program (the “Share Repurchase Program”) originally established on May 24, 2022 for repurchases of up to $30 million of the Company’s outstanding Common Stock over a 12-month period, which was subsequently extended and expanded to authorize up to $40 million in repurchases. To date, the Company has made repurchases of approximately 1.7 million shares of the Company’s Common Stock at an average share price of $5.95 for an aggregate expenditure of approximately $10.3 million. Currently, $29.7 million remains available for additional repurchases under the Share Repurchase 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 information contained under this Item 8.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly stated by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

	99.1	~~Shareholder~~Press ~~Presentation~~release atof ~~the~~Lincoln ~~2025~~Educational ~~Annual~~Services ~~Meeting~~Corporation ofdated ~~Shareholders~~August 11, 2025
	104	Cover Page Interactive Data File (embedded within the inline XBRL document).

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: May 13, 2025
Date: August 11, 2025
	By:	/s/ ~~Alexandra~~Brian MK. ~~Luster~~Meyers
	Name: Alexandra M. Luster
	Name: Brian K. Meyers
	Title: SVP, General Counsel & Secretary
	Title: Executive Vice President, Chief Financial Officer and Treasurer

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