EDUCATIONAL DEVELOPMENT CORP — Regulatory Filings 2025

Jun 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025 ( June 26, 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 )

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(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.

☐

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 26, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) (NASDAQ: EDUC) (http://www.edcpub.com) executed the First Amendment (“Amendment”) to the Existing Commercial Real Estate Contract (“Contract”) with TG OTC, LLC ("Purchaser" or “Buyer”) dated May 14, 2025, for the sale of the Company’s headquarters and distribution warehouse located at 5400-5402 South 122 nd East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”). The Amendment, effective June 26, 2025, extends the due diligence period from August 12, 2025, to September 11, 2025. The expected closing of the sale was also amended from thirty days following the due diligence period to ten days following the due diligence period.

The foregoing descriptions are a summary of the material terms of the Amendment and are not complete. These descriptions are qualified in all respects subject to the actual provisions of the Amendment to the sale Agreement and Lease with the Buyer.

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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, Chief Executive Officer, and Chairman of the Board

Date: June 30, 2025

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