SEC Form DEF 14A filed by Lincoln Educational Services Corporation

We are pleased to invite you to attend the 2026 Annual Meeting of Shareholders of Lincoln Educational Services Corporation (the “Company”) to be held on Thursday, May 7, 2026 at 9:00 a.m. (Eastern Time) (the “Annual Meeting”). The Annual Meeting will be held in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/LINC2026 where you will be able to attend the meeting live, submit questions and vote. There will not be an option to attend the Annual Meeting in person at a physical location. You will need the control number included in your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or included in your proxy card if you have requested one.

At this year’s Annual Meeting, shareholders will be asked: (1) to elect ten directors; (2) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (a “say-on-pay” vote); and (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, 2026. The Notice of Annual Meeting of Shareholders and Proxy Statement describe these matters. We urge you to read this information carefully.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide shareholders with notice of their ability to access proxy materials via the Internet. We are mailing to you a Notice of Internet Availability instead of a paper copy of the proxy materials and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (which constitutes our Annual Report to Shareholders) (the “Annual Report”). This provides a convenient and environmentally friendly means for you to access our proxy materials that also conserves resources and reduces the costs of printing and mailing proxy materials. The Notice of Internet Availability includes instructions on how to access our proxy materials and our Annual Report and instructions on how to vote your shares. The Notice of Internet Availability also contains instructions on how to request and receive a free paper or email copy of the proxy materials and our Annual Report should you prefer. As more fully described in the Notice of Internet Availability, all shareholders may choose to access our proxy materials via the Internet or may request and receive a free paper or email copy.

Whether or not you plan to attend the Annual Meeting, we urge you to read the Proxy Statement carefully and vote as soon as possible. You may vote your shares via the Internet by following the instructions at www.proxyvote.com or on your Notice of Internet Availability or on your proxy card if you have requested one. You may also vote your shares by calling the toll-free number included in your proxy card if you have requested one. If you request a paper copy of the proxy materials, you will receive a proxy card and you may vote by proxy by completing, signing, dating, and returning the proxy card in the postage-paid envelope that is provided so that it is received no later than May 6, 2026. If you decide to attend the Annual Meeting and you are a registered shareholder, you will be able to vote at the Annual Meeting by visiting and registering at www.virtualshareholdermeeting.com/LINC2026 even if you have previously submitted your proxy.

We sincerely hope that you will be able to attend and participate in the Annual Meeting.

Our Proxy Statement and Annual Report are available at https://investors.lincolneducationalservices.com/AP.

BY GIVING YOUR PROXY AUTHORIZATION VIA THE INTERNET, OR BY COMPLETING AND RETURNING A PROXY CARD IF YOU HAVE REQUESTED ONE, OR BY CALLING THE TOLL-FREE TELEPHONE NUMBER INCLUDED IN YOUR PROXY CARD IF YOU HAVE REQUESTED ONE, YOU AUTHORIZE MANAGEMENT OF THE COMPANY TO REPRESENT YOU AND VOTE YOUR SHARES ACCORDING TO YOUR INSTRUCTIONS. SUBMITTING YOUR PROXY NOW WILL NOT PREVENT YOU FROM VOTING AT THE ANNUAL MEETING, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOUR PLANS CHANGE AND YOU ARE UNABLE TO ATTEND. TO ENSURE THAT YOUR VOTE WILL BE COUNTED, PLEASE CAST YOUR VOTE BEFORE 11:59 P.M. (EASTERN TIME) ON MAY 6, 2026.

We thank you for your continuing support and look forward to seeing you at the Annual Meeting.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Lincoln Educational Services Corporation, a New Jersey corporation (the “Company”), will be held on Thursday, May 7, 2026 at 9:00 a.m. (Eastern Time) (the “Annual Meeting”). The Annual Meeting will be held in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/LINC2026 where you will be able to attend the meeting live, submit questions and vote. There will not be an option to attend the Annual Meeting in person at a physical location. You will need the control number included in your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or included in your proxy card if you have requested one.

At the Annual Meeting, holders of shares of common stock, no par value per share (the “Common Stock”), of the Company will be asked:

The Board of Directors of the Company has fixed the close of business on March 18, 2026 as the record date for the determination of shareholders of Common Stock entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the record date, there were 31,696,582 shares outstanding of Common Stock. Shareholders of record as of the close of business on March 18, 2026 will be able to attend the Annual Meeting, vote and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. To participate in the Annual Meeting, including submitting questions and/or voting, you will need the control number included in your Notice of Internet Availability or included in your proxy card if you have requested one.

We are using the “Notice and Access” method of providing access to our shareholders of our proxy materials via the Internet. We are mailing to you a Notice of Internet Availability instead of a paper copy of the proxy materials and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”). This provides a convenient and environmentally friendly means for you to access our proxy materials that also conserves resources and reduces the costs of printing and mailing proxy materials. The Notice of Internet Availability includes instructions on how to access our Proxy Statement and our Annual Report and includes instructions on how to vote your shares. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and our Annual Report should you prefer. As more fully described in the Notice of Internet Availability, all shareholders may choose to access our proxy materials via the Internet or may request and receive a free paper or email copy.

The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders and the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2025, are available electronically at https://investors.lincolneducationalservices.com/AP and through the SEC’s EDGAR system at www.sec.gov.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY BY GIVING PROXY AUTHORIZATION VIA THE INTERNET BY USING THE INSTRUCTIONS PROVIDED IN YOUR NOTICE OF INTERNET AVAILABILITY, BY CALLING THE TOLL-FREE NUMBER INCLUDED IN YOUR PROXY CARD IF YOU HAVE REQUESTED ONE, OR BY COMPLETING

AND RETURNING YOUR PROXY CARD IF YOU HAVE REQUESTED ONE AS PROMPTLY AS POSSIBLE TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. TO ENSURE THAT YOUR VOTE WILL BE COUNTED, PLEASE CAST YOUR VOTE BEFORE 11:59 P.M. (EASTERN TIME) ON MAY 6, 2026.

EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING.

This Proxy Statement is provided to the shareholders of Lincoln Educational Services Corporation, a New Jersey corporation (the “Company” or “Lincoln”), to solicit proxies for use at the 2026 Annual Meeting of Shareholders of the Company (the “Annual Meeting”), and any adjournments or postponements thereof. The Annual Meeting will be held on Thursday, May 7, 2026 at 9:00 a.m. (Eastern Time). The Board of Directors knows of no matters to come before the Annual Meeting other than those described in this Proxy Statement. If any other matters properly come before the Annual Meeting (or any adjournment or postponement thereof), the persons named as proxies in this Proxy Statement will vote on such matters in their discretion in accordance with their best judgment. On or about March 26, 2026, the Company began mailing the Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to the shareholders of record as of March 18, 2026. The mailing address of the Company’s principal executive office is noted above.

This solicitation is made on behalf of the Board of Directors of the Company. The Company will pay for the costs of the solicitation. Further solicitation of proxies may be made, including by mail, telephone, in person, or other means, by the directors, officers or employees of the Company or its affiliates, none of whom will receive additional compensation for such solicitation. The Company will reimburse banks, brokerage firms and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending proxy materials to their customers or principals who are the beneficial owners of shares of the Company’s common stock.

The Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available electronically at https://investors.lincolneducationalservices.com/AP.

The Annual Meeting will be held in a virtual format via the Internet because it enables increased shareholder accessibility while improving meeting efficiency and reducing costs. Hosting a virtual meeting provides easy access for our shareholders and facilitates participation since shareholders may participate from any location. You will be able to attend the Annual Meeting and submit questions and vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/LINC2026 and entering the control number included in your Notice of Internet Availability or included in your proxy card if you have requested one. There will not be an option to attend the Annual Meeting in person at a physical location.

A proxy is your legal designation of another person to vote the stock that you own. The designated person is called a “proxy”. If you designate someone as your proxy in a written document, that document is also called a proxy. Scott M. Shaw, our President and Chief Executive Officer, and Brian K. Meyers, our Executive Vice President, Chief Financial Officer and Treasurer (together, the “proxyholders”), have been designated as proxies for the Annual Meeting.

A Proxy Statement is a document that the regulations of the U.S. Securities and Exchange Commission require us to give to shareholders when we ask them to authorize proxyholders as proxies to vote on their behalf. The Proxy Statement includes information about the proposals to be considered at the Annual Meeting and other required disclosures including information about our Board and executive officers.

We have designated March 18, 2026 as the record date (the “Record Date”) for the Annual Meeting. Only shareholders of record at the close of business (Eastern Time) on the Record Date will be entitled to notice of and to vote at the Annual Meeting. All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

If, at the close of business (Eastern Time) on the Record Date, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, Inc., then you are a shareholder of record. As a shareholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to ensure your vote is counted by voting via the Internet by following the instructions included in the Notice of Internet Availability or in your proxy card if you have requested one. You may also call the toll-free number that is included in your proxy card if you have requested one. If you request a paper copy of the proxy materials, you will receive a proxy card and you may vote by proxy by completing, signing, dating, and returning the proxy card in the postage-paid envelope that is provided so that it is received no later than May 6, 2026. Simply follow the instructions for each voting method.

If, at the close of business (Eastern Time) on the Record Date, your shares were not held in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and proxy materials are being forwarded to you by your broker, bank or other agent. The broker, bank or other agent holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As the “beneficial owner”, you have the right to direct your broker, bank or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting, via the Internet by following the instructions on the Notice of Internet Availability. However, since you are not the shareholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy issued in your name from your broker, bank or other agent. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on matters considered to be “routine” matters. Your broker will not have discretion to vote on “non-routine” matters absent direction from you. The election of directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2) are considered “non-routine” under applicable rules. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3) is considered a “routine” matter under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and, therefore, there may be broker non-votes on these proposals.

See also “Voting Procedures – What is a Broker Non-Vote?”

The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business at the Annual Meeting. Attendance at the Annual Meeting, albeit virtual, constitutes presence in person for purposes of a quorum. As of the Record Date, a minimum of 15,848,292 shares of Common Stock, representing a majority of the 31,696,582 shares of Common Stock outstanding on such date, is necessary to constitute a quorum. Abstentions and broker non-votes will be counted for the purpose of determining the existence of a quorum.

As noted above, a broker “non-vote” occurs when a nominee, such as a bank or broker holding shares in “street name” for a beneficial owner, returns the proxy but abstains from voting on a particular proposal because, under most circumstances, such nominee does not have discretionary authority to vote on proposals unless it has received instructions from the beneficial owner of the securities on how to vote those securities. Under applicable law and the rules of NASDAQ, such nominees do not have discretionary authority to cast votes on non-routine matters without instructions from the beneficial owner of the securities. Proposal 1 (the proposal concerning the election of directors) and Proposal 2 (the non-binding advisory vote on executive compensation) (the “say-on-pay” vote) are considered “non-routine” matters, which means that your broker, bank, or other nominee does not have discretion to vote your shares as to such proposals in the absence of specific instructions from you as to how you would like your shares to be voted and, therefore, in connection with those proposals will constitute a broker non-vote absent such instructions. Proposal 3 (the ratification of auditors) is considered a “routine” matter, which

means that your broker, bank, or other nominee may vote your shares as to Proposal 3 without instructions from you as to how you would like your shares to be voted. Accordingly, if you hold shares in “street name,” we strongly encourage you to provide your broker, bank, or other nominee with instructions regarding the voting of your shares on all matters or your shares will not be voted as to Proposals 1 and 2.

The holders of shares of Common Stock are being asked to consider and vote on the following items:

A total of ten director nominees will be voted upon at the Annual Meeting. The holders of shares of Common Stock are being asked to vote on ten director nominees to serve until the next annual meeting of shareholders following their election or until their respective successors are duly elected and qualified: John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw, and Sylvia J. Young.

The Board recommends a vote:

Each record holder of Common Stock will have one vote for each share of Common Stock held on the Record Date on each matter that is properly brought before the Annual Meeting and on which holders of Common Stock are entitled to vote. There were 31,696,582 shares of Common Stock outstanding on the Record Date.

Your vote is important. You may vote your shares via the Internet by following the instructions included in the Notice of Internet Availability or your proxy card if you have requested one or by calling the toll-free telephone number included on your proxy card if you have requested one. If you request a paper copy of the proxy materials, you will receive a proxy card and you may vote by proxy by completing, signing, dating, and returning the proxy card in the postage-paid envelope that is provided so that it is received no later than May 6, 2026. You may also call the toll-free number found on your proxy card if you have requested one. If you decide to attend the Annual Meeting and you are a registered shareholder, you will be able to vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/LINC2026, even if you have previously submitted your proxy. Even if you plan to attend the Annual Meeting, we urge you to authorize a proxy to vote your shares in advance.

Internet, mail-in and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to give their voting instructions and confirm that shareholders’ instructions have been recorded properly. We have been advised that the Internet, telephone, and mail-in voting procedures that have been made available to you are consistent with applicable legal requirements. Shareholders voting by Internet, telephone, and by mail should understand that while we and our transfer agent, Continental Stock Transfer & Trust Company, Inc., do not charge any fees for voting by Internet or telephone, there may still be costs, such as usage charges from Internet access providers and telephone companies, for which you are responsible.

We are distributing our proxy materials to shareholders via the Internet under the “Notice and Access” method made allowable by rules of the U.S. Securities and Exchange Commission. This method is convenient and environmentally friendly while conserving resources and reducing the costs of printing and mailing proxy materials. On or about March 26, 2026, we began mailing the Notice of Internet Availability to shareholders, which includes instructions on how to access our Proxy Statement and our Annual Report and how to vote your shares. The Company’s Proxy Statement and Annual Report are available electronically at https://investors.lincolneducationalservices.com/AP and through the SEC’s EDGAR system at www.sec.gov. The Notice of Internet Availability also contains instructions on how to receive a free paper or email copy of the proxy materials and our Annual Report should you prefer.

Yes, you may revoke a proxy at any time before it is exercised at the Annual Meeting by:

Only the most recent proxy will be exercised and all others will be disregarded regardless of the method by which the proxies were authorized.

If shares of the Company’s voting securities are held on your behalf by a broker, bank, or other nominee, you must contact it to receive instructions as to how you may revoke your proxy instructions for those shares.

The affirmative vote of a plurality of the votes cast by holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors is required to elect John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw, and Sylvia J. Young (ten director nominees). In connection with this matter, you may vote “FOR” each nominee or “WITHHOLD” your vote for each nominee. Withheld votes and broker non-votes may be considered present and entitled to vote. However, since the nominees are running unopposed and are elected by a plurality, withheld votes and broker non-votes will not factor in the election unless all shares present at the Annual Meeting and entitled to vote on the election of directors are withheld or are broker non-votes.

The affirmative vote of a majority of the votes cast by holders of our Common Stock is required to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “say-on-pay” vote) and to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. In connection with these matters, you may vote “FOR,” “AGAINST,” or “ABSTAIN”. Under New Jersey law, abstentions and broker non-votes, if any, will not be counted as votes cast and, accordingly, will have no effect on the outcome of the vote for any of the above proposals. However, since the ratification of the appointment of our independent registered public accounting firm is considered a routine matter, your broker, bank, or other nominee will have the discretion to vote your shares irrespective of whether or not you provide voting instructions and if the broker, bank or other nominee so votes such shares “FOR” or “AGAINST”, such vote would not constitute a broker non-vote. For more information, see “Voting Procedures - What is a broker non-vote?” above.

We will include the results of the votes taken at the Annual Meeting in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission within four business days following the Annual Meeting.

Shareholders may revoke a proxy at any time before the proxy is exercised. For more information, see “Voting Procedures – If I authorized a proxy, can I revoke it and change my vote?” above.

At the Annual Meeting, shareholders will be asked to elect a total of ten directors. Our bylaws provide for a minimum of three directors and a maximum of eleven directors, as set by the Board of Directors from time to time.

Each elected director will hold office until the next annual meeting of shareholders or until the director’s successor is duly elected and qualified. All of the nominees for director have consented to being named in this Proxy Statement and to serve if elected, and the Board of Directors knows of no reason why any of the nominees would be unable or unwilling to serve if elected. If any nominee should, for any reason, be unable or unwilling to serve, the shares represented by valid proxies received by the Company will be voted for the election of such other person for the office of director as the Board of Directors may nominate in the place of such nominee or the size of the Board of Directors may be reduced.

Shareholders may withhold authority to vote their proxies for either (i) the entire slate of nominated directors by checking the box marked WITHHOLD AUTHORITY; or (ii) any one or more of the individual nominees by following the instructions on the Notice of Internet Availability, on your proxy card if you have requested one, or by calling the toll-free telephone number included in your proxy card if you have requested one. Instructions that withhold authority to vote for one or more of the nominees will cause any such nominee to receive fewer votes.

Upon the recommendation of the Nominating and Corporate Governance Committee, the following ten persons have been selected by the Board of Directors as nominees for election to the Board of Directors: John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw, and Sylvia J. Young.

The Company’s directors have a variety of backgrounds, reflecting the Company’s continuing efforts to achieve a wide range of insights and perspectives. As further discussed below, the director nominees are considered based upon, among other criteria, their business knowledge and experience, relevant ability and experience to the Company’s business and operations, and reputation in their fields. Additional information about these nominees is provided in the table and biographical information that follows.

The affirmative vote of a plurality of votes cast by holders of our Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, is required to elect John A. Bartholdson, James J. Burke, Jr., Anna Escobedo Cabral, Kevin M. Carney, Marta Newhart, Michael A. Plater, Felecia J. Pryor, Carlton E. Rose, Scott M. Shaw and Sylvia J. Young.

The following sets forth certain information concerning the director nominees and executive officers of the Company named in this Proxy Statement (ages as of March 18, 2026):

John A. Bartholdson (Non-Executive Chair of the Board of Directors) has served on our Board of Directors since 2019 and currently serves as Non-Executive Chair of the Board of Directors. He is a founder and managing member of Juniper Investment Company, LLC, a New York-based private investment firm. Mr. Bartholdson also currently serves on the board of directors of Bioventus, Inc., where he serves as the Chairperson of the Compensation Committee and a member of the Compliance, Ethics and Culture Committee, and as the Chair of the board of directors of Theragenics Corporation, a privately-held company. Previously, he served as a member of the board of directors of Obagi Medical Products, Inc., a publicly-traded company, as well as on the boards of numerous private companies. Prior to co-founding Juniper Investment Company, Mr. Bartholdson was a partner of Stonington Partners, Inc., where he worked from 1997 to 2011. Mr. Bartholdson received his B.A. from Duke University and his M.B.A. from Stanford Graduate School of Business. He has many years of experience leading and overseeing investments across a range of industries and has a successful record of managing investments in public companies. Mr. Bartholdson’s extensive management oversight, corporate governance knowledge developed through his service on multiple public and private company boards and committees, and deep transactional expertise make him uniquely qualified to serve as the Non-Executive Chair of the Board of Directors.

James J. Burke, Jr. (Director) has served on our Board of Directors since 1999. He is the founder of JJB Capital Partners LLC, a private investment firm formerly known as J. Burke Capital Partners LLC, and was its managing member from 2007 through 2024. He was also the co-founder, partner, and director of Stonington Partners, Inc. (1994-2007) and co-founder of Merrill Lynch Capital Partners, Inc., a private equity fund for which he was the President and CEO from 1987 to 1999. He received a B.A. from Brown University and an M.B.A. with Distinction from Harvard University Graduate School of Business Administration. Mr. Burke also serves on the board of directors of a number of privately-owned companies and several non-profit organizations. Throughout his career, he has been responsible for sourcing and analyzing investment opportunities, where he has developed both expertise and significant knowledge regarding the managerial, operational and financial aspects of a business. His extensive investment and industry experience provide valuable insight to the Board of Directors.

Anna Escobedo Cabral (Director) has served on our Board of Directors since 2024. She is currently a board member of Navient Corporation, a student loan servicer, where she serves as Chair of the Audit Committee and a member of the Compensation Committee. She has been a director at Navient Corporation since 2014. She served as Treasurer of the United States of America from 2004 to 2009. In this role, she oversaw the Bureau of Engraving and Printing and the U.S. Mint and led the Treasury Department’s community development and public outreach efforts, including financial education initiatives designed to increase financial literacy and remove barriers to Americans’ success. From 2009 to 2018, Ms. Cabral served as senior advisor for external relations at the Inter-American

Development Bank. She also served as director of the Smithsonian Institution’s Center for Latino Initiatives, and as President and CEO of the Hispanic Association on Corporate Responsibility. She has served as chair of the Financial Services Roundtable Retirement Security Council, chairs the BBVA Microfinance Foundation, and is a member of MANA, a national Latina organization. From 1991 to 1999, Ms. Cabral served as the executive staff director of the United States Senate Republican Conference Task Force for Hispanic Affairs, and from 1993 to 1999, she served as chief clerk, and later as deputy staff director, for the United States Senate Committee on the Judiciary. Ms. Cabral has a B.A. in Political Science from the University of California, Davis; a Master of Public Administration degree from Harvard University John F. Kennedy School of Government; and a J.D. from George Mason University School of Law. Her extensive experience in legislative, corporate responsibility, and administrative matters provides valuable insight to the Board of Directors.

Kevin M. Carney (Director) has served on our Board of Directors since 2020. He retired as Executive Vice President and Chief Financial Officer of Web.com Group, Inc. (formerly a NASDAQ-listed company). Mr. Carney joined the founding management team of Web.com in 1998 and served as its Chief Financial Officer through 2018. Prior to Web.com, Mr. Carney was Director of Finance and Chief Financial Officer of The Carlyle Group and Carlyle International, respectively, from 1990 through 1994 and then served as Director of Mergers and Acquisitions at Manor Care, Inc. (formerly a NYSE listed company). He began his career as an auditor with Arthur Andersen & Co. as a Certified Public Accountant and holds a B.S. in Accounting and Finance from Boston College. Mr. Carney’s extensive accounting, financial, and executive management experience in both financial and technological industries is of significant value to the Board of Directors.

Marta Newhart (Director) has served on our Board of Directors since 2024. She is a global business leader with executive experience in enterprise strategy, marketing, investor relations, and communications across Fortune-ranked industrial companies, including Boeing, Medtronic, Johnson Controls, and Westinghouse. She has led organizations through major M&A events, enterprise transformations, complex regulatory environments, and high-visibility operational challenges, grounded in experience across global manufacturing, aerospace, medical technology, and energy. Her leadership spans corporate strategy, brand and reputation management, stakeholder engagement, and risk oversight, and she is widely recognized in governance and director education forums for her expertise in operational rigor and modern board practices. She is currently senior adviser for APCO Worldwide and CEO of Mejor Compra LLC. Ms. Newhart has a B.A. in International Business and International Communications from the University of Washington in Seattle and an M.B.A. in Business Management and Marketing from Pepperdine University in Malibu. Ms. Newhart’s extensive business and executive management experience in large-cap, global manufacturing firms and prior board experience, provides valuable insight to the Board of Directors.

Michael A. Plater, Ph.D. (Director) has served on our Board of Directors since 2020. He is a former President of Strayer University, having begun his career at Strayer University, LLC (now a subsidiary of Strategic Education, Inc.) in 2010, holding successive positions as Provost and Chief Academic Officer, Interim President, and President before his retirement. Prior to joining Strayer, Dr. Plater held various positions at a number of educational institutions such as Dean of the College of Arts and Sciences at North Carolina A&T State University, Associate Dean of the Graduate School at Brown University, Director of the Entrepreneurial Center, University of Florida Business School, and consultant to the Wharton Small Business Development Center. Dr. Plater served as Vice President of Higher Education of Kelly Educational Staffing from April 2021 through June 2023. Dr. Plater is a graduate of Harvard College with a B.A. in Economics, holds an M.B.A. in Business Administration from the Wharton School of Business, and a Ph.D. in American Studies from The College of William and Mary. Dr. Plater’s significant experience in academic management and adult education provides valuable insight to the Board of Directors.

Felecia J. Pryor (Director) has served on our Board of Directors since 2021. She currently serves as Senior Vice President and Chief People Officer at John Deere, where she has responsibility for human resources, labor relations, brand marketing and communications, and aviation and security. Prior to joining John Deere, she served as the Executive Vice President & Chief Human Resource Officer for BorgWarner, where her primary focus, on a global level, included compensation and employee benefits, talent management, labor, employment, social responsibility, and internal communications. Additionally, she served more than 16 years in human resources at the Ford Motor Company across a multitude of areas with increased levels of responsibility in labor relations and corporate human resources roles. She also served as Ford’s Vice President of Human Resources for Ford ASEAN (Bangkok, Thailand) and Human Resources Director Ford Asia Pacific (Nanjing, China). Ms. Pryor is a licensed Michigan attorney who holds a B.A. in Criminal Justice from Valdosta State University, a Master of Public Administration from Florida Atlantic University,

and a J.D. from Western Michigan University Thomas M. Cooley Law School. Ms. Pryor’s extensive experience in human resources, added perspective stemming from her previous automotive industry experience, and her current position in heavy equipment manufacturing and technology bring a valuable perspective to the Board of Directors.

Carlton E. Rose (Director) has served on our Board of Directors since 2020. He was employed by United Parcel Service from 1980 until his retirement in March 2023. He began his career as a package handler and, during his 43-year tenure, earned numerous promotions as a result of his technical skills, business skills, and team leadership, culminating in his most recent position as Global President for Fleet Maintenance & Engineering. In June 2023, Mr. Rose was appointed to the board of directors of REE Automotive, an automotive technology company and provider of fully by-wire electric trucks and platforms. Since 2018, Mr. Rose has served on the March Foundation, whose mission is to improve educational opportunities for African American youth by awarding scholarships and grants to qualified students. A native of Marion, Indiana, Mr. Rose is an automotive engineering graduate of the Indianapolis campus of Lincoln Technical Institute, now Lincoln College of Technology. Mr. Rose’s history as a graduate of one of our schools, as well as his extensive management experience, affords him a unique perspective on our Company to the benefit of the Board of Directors.

Sylvia J. Young (Director) has served on our Board of Directors since 2023. She has been a dedicated veteran of hospital administration since 1985, most recently serving as President and Chief Executive Officer of HCA Continental Division from June 2012 until her retirement in 2023. HCA Continental Division, a $3.6 billion net revenue regional health care system, includes HealthONE in Denver, CO and Wesley Healthcare in Wichita, KS. Before her appointment to the Denver-based Division headquarters, Ms. Young served as President of HCA’s Sunrise Health System. Ms. Young is currently the Chief Executive Officer of Young Consulting Advisors, LLC. In May 2023, Ms. Young joined the board of directors of the publicly-traded Pediatrix Medical Group, Inc., and currently serves on its Compensation and Talent Committee and Audit Committee. In April 2019, Ms. Young was appointed At-Large Trustee of the American Hospital Association Board of Trustees. She also works as a consultant for the publicly-traded Ceribell, Inc. and is an executive coach for hospital CEOs. Ms. Young holds a B.A. in Public Administration from Samford University in Birmingham and a Master of Health Administration from the University of Alabama, Birmingham. Ms. Young’s extensive business experience provides significant value to the Board of Directors.

Scott M. Shaw (Director, President & Chief Executive Officer) joined the Company in 2001 and currently serves as our President and Chief Executive Officer. Mr. Shaw has served on our Board of Directors from 2001 to 2006 and since July 2015. Prior to assuming the position of President and Chief Executive Officer, Mr. Shaw served in the positions of President and Chief Operating Officer, Executive Vice President and Chief Administrative Officer, and Senior Vice President of Strategic Planning and Business Development of the Company. Prior to joining the Company, Mr. Shaw was a partner of Stonington Partners, Inc., where he had been since 1994. As a partner at Stonington Partners, Mr. Shaw was responsible for identifying, evaluating, and acquiring companies and then assisting in their oversight by participating on the board of directors of the acquired companies. In addition, Mr. Shaw worked closely with senior management to develop long-term strategic plans, to evaluate acquisitions and new investment opportunities, to assist with refinancing, and to execute on the final sale of the company either to the public or to another company. Mr. Shaw also served as a consultant to Merrill Lynch Capital Partners Inc., a private investment firm associated with Merrill Lynch & Co., Inc., from 1994 through 2000. Mr. Shaw holds a B.A. from Duke University and an M.B.A. from the Wharton School of Business. His extensive financial and business management experience, long history with the Company, and deep knowledge of the industry continues to provide our Board of Directors with strong insights into the industry and its evolving landscape.

Brian K. Meyers (Executive Vice President, Chief Financial Officer and Treasurer) joined the Company in 2002 and currently serves as our Executive Vice President, Chief Financial Officer, and Treasurer. He has more than 30 years of accounting and financial management experience. Prior to joining the Company, Mr. Meyers served as Vice President and Controller for Candie’s Inc. and began his career in 1989 with Eisner LLP (currently EisnerAmper LLP), a public accounting firm. He is a certified public accountant and holds a B.S. in accounting from Wagner College.

Chad D. Nyce (Executive Vice President and Chief Operating Officer) has served as our Executive Vice President and Chief Operating Officer since 2025 and previously served as Executive Vice President and Chief Innovation Officer. Previously, he was the Chief Operating Officer at Strayer University, LLC (now a subsidiary of Strategic Education, Inc.) from 2007 to 2019. Prior to his tenure at Strayer, he was a Regional Vice President of Operations for InteliStaf Healthcare, Inc., one of the nation’s largest privately-held healthcare staffing firms, from 2004 to 2007. Prior

to his tenure at InteliStaf, Mr. Nyce served as a Vice President of the Investment Banking Division at Goldman, Sachs & Co. and held senior management positions at BostonCoach, a wholly owned subsidiary of Fidelity Investments. Mr. Nyce holds a B.B.A. and an M.B.A. from Temple University.

Alexandra M. Luster (Senior Vice President, General Counsel and Corporate Secretary) has served as our Senior Vice President, General Counsel and Corporate Secretary since 1995. She oversees the Company’s Legal and Regulatory & Compliance Departments. She has over 30 years of relevant legal experience. A member of the Association of Corporate Counsel, Ms. Luster received her B.A. in Communications from Fordham University and her J.D. from Seton Hall University School of Law.

Stephen Ace (Senior Vice President and Chief Human Resources Officer) has served as our Senior Vice President and Chief Human Resources Officer since 2013 and previously served as Vice President of Human Resources and Senior Vice President of Human Resources. He is responsible for human resources administration and reporting. Before joining the Company, Mr. Ace served as Vice President of Human Resources at Education Management Corporation. Prior to his work in the education sector, he held positions in store operations and managerial training with a major retail chain. He holds a B.S. in Business Administration from Grove City College and is SHRM-SCP and SHRM People Analytics Certified.

Our Board of Directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time, as appropriate. Directors are expected to attend our annual meetings of shareholders, board meetings, and meetings of the committees on which they serve. They are also expected to prepare for meetings in advance and to dedicate the time at each meeting as necessary to properly discharge their responsibilities. Informational materials, useful in preparing for meetings, are distributed in advance of each meeting.

During the fiscal year ended December 31, 2025, there were five meetings of the Board of Directors. With the exception of James J. Burke, Jr., who missed the meeting of the Compensation Committee on February 18, 2025 as a result of travel delays to Denver, each of the directors attended all of the meetings of the Board of Directors and the committees on which each serves.

The Board of Directors believes that its members possess a variety of skills, qualifications, experience, and attributes that contribute to the Board of Directors’ ability to oversee our operations and the growth of our business. The following chart is a Board of Directors Skills Matrix that sets forth the various skills, qualifications, experience, and attributes of our director nominees. The categories included in the matrix are tied to the Company’s strategic goal to assemble a Board of Directors that collectively possesses the skills and attributes that the Company believes are essential to a strong leadership. The matrix shows the skills and attributes that the Nominating and Corporate Governance Committee considered for each director when evaluating that director’s experience and qualifications for a position on the Board of Directors. For additional information regarding each of our directors, see “Board of Directors and Executive Officers.”

The Nominating and Corporate Governance Committee, in accordance with its charter and the Board of Directors’ governance principles, seeks to establish a Board of Directors that, as a whole, is strong in its collective knowledge and wisdom. It aims to achieve, over time, a Board of Directors with an appropriate balance of varied skills, backgrounds, experience, and viewpoints as to vision and strategy, management and leadership, business operations, business

judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance, and markets in general. Pursuant to its charter, the Committee is charged with reviewing, on an annual basis, the current composition of the Board of Directors in light of the attributes of independence, skills, background, experience, and viewpoints. In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards and does not have any specific minimum qualifications that must be met.

The Audit Committee is comprised of directors Carney (Chair), Cabral, Plater, Rose and Young. The Audit Committee held four meetings in 2025. The Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at https://investors.lincolneducationalservices.com under Corporate Governance. The Audit Committee is directly responsible for the oversight of, among other things, our accounting and financial reporting processes; the quality and integrity of our financial statements; the quality and integrity of our system of internal controls; our compliance with laws and regulations; our independent auditor’s qualifications and independence; and the audit of our financial statements by a qualified independent auditor.

To fulfill these responsibilities, the Audit Committee will be aware of the current areas of greatest financial risk to us and understand management’s assessment and management of the risks; consider the effectiveness of our disclosure controls and procedures to promote timely, accurate, compliant and meaningful disclosure in our periodic reports filed with the U.S. Securities and Exchange Commission; periodically review with the independent auditors their assessment as to the adequacy of our structure of internal controls over financial accounting and reporting, and their qualitative judgments as to the accounting principles employed and related disclosures by us and the conclusions expressed in our financial reports; review with management and the independent auditors our accounting policies and practices to ensure they meet the requirements with respect to the Financial Accounting Standards Board, the SEC, the American Institute of Certified Public Accountants, and the Public Company Accounting Oversight Board; select, evaluate and, if necessary, replace our independent auditors; actively engage in dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity or independence of the independent auditors; engage advisors, as the committee determines is necessary, to carry out its duties; meet with the independent auditors, the internal auditors and senior management to review the scope and methodology of the proposed audit; discuss with management policies and practices regarding earnings press releases, as well as financial information and earnings guidelines provided to analysts and rating agencies to the extent required by applicable law or listing standards; set clear hiring policies with respect to any current or former employees of our independent auditors; and establish procedures for the receipt, retention, and treatment of complaints we receive regarding our internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of their concerns regarding our internal accounting controls and auditing matters. The Audit Committee is also charged with reviewing and approving all related person transactions.

The Board of Directors has determined that Mr. Carney is an “audit committee financial expert” within the meaning of the regulations of the SEC and has further determined that all of the members of the Audit Committee are independent directors under the Sarbanes-Oxley Act of 2002 and the NASDAQ listing standards.

The Nominating and Corporate Governance Committee is comprised of directors Plater (Chair), Burke, Cabral, Newhart and Pryor. Ms. Cabral was appointed to the Nominating and Corporate Governance Committee effective May 8, 2025. The Nominating and Corporate Governance Committee held four meetings in 2025. The charter of the Nominating and Corporate Governance Committee is available on our website at https://investors.lincolneducationalservices.com under Corporate Governance. The Nominating and Corporate Governance Committee is responsible for, among other things, making recommendations to the Board of Directors with respect to corporate governance policies, reviewing and recommending compensation for non-employee directors to our Board, and reviewing and recommending changes to the Company’s corporate governance guidelines that have been adopted by the Board of Directors. The Nominating and Corporate Governance Committee also recommends to the Board of Directors candidates for nomination for election as directors of the Company and appointments of directors as members of the committees of the Board of Directors as well as the compensation of non-employee directors.

The Board of Directors has determined that all of the members of the Nominating and Corporate Governance Committee are independent directors under the Sarbanes-Oxley Act of 2002 and the NASDAQ listing standards.

Nomination Process. The Nominating and Corporate Governance Committee considers candidates for director suggested by its members, other directors, and management, and may, from time to time, retain a third-party executive search firm to identify director candidates for consideration by the Nominating and Corporate Governance Committee.

In addition, the Nominating and Corporate Governance Committee considers candidates for directors, suggested by shareholders for elections to be held at annual meetings of shareholders. Shareholders can suggest qualified candidates for directors by complying with the advance notification and other requirements of the Company’s bylaws regarding director nominations. Director nomination materials submitted in accordance with the Company’s bylaws will be forwarded to the Chair of the Nominating and Corporate Governance Committee for review and consideration. Director nominees suggested by shareholders are evaluated in the same manner, and subject to the same criteria, as other nominees evaluated by the Nominating and Corporate Governance Committee.

Generally, once the Nominating and Corporate Governance Committee has identified a prospective nominee, it will make an initial determination as to whether to conduct a full evaluation of the candidate based on the information provided to it with the recommendation of the candidate, as well as the Nominating and Corporate Governance Committee’s own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or others. The initial determination is based primarily on the need for additional directors to fill vacancies or expand the size of the Board of Directors and the likelihood that the candidate can satisfy the evaluation factors described below. If the Nominating and Corporate Governance Committee determines, in consultation with the Chair of the Board and other directors, as appropriate, that additional consideration is warranted, it may request a third-party search firm to gather additional information about the candidate’s background and experience and to report its findings to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee then evaluates the candidate against the standards and qualifications set out in guidelines for director candidates adopted by the Board of Directors including, without limitation, the nominee’s management, leadership and business experience, skills such as financial literacy and knowledge of directorial duties, integrity, and professionalism.

The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate including the current composition of the Board of Directors, the balance of management and independent directors, the need for particular expertise (such as audit committee expertise), and the evaluations of other prospective nominees. In connection with this evaluation, the Nominating and Corporate Governance Committee determines whether to interview the prospective nominee, and, if warranted, one or more members of the Nominating and Corporate Governance Committee, and others, as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Nominating and Corporate Governance Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors, and the Board of Directors determines the nominees after considering the recommendation of the Nominating and Corporate Governance Committee.

The Compensation Committee is comprised of directors Pryor (Chair), Burke, Newhart, Rose and Young. Ms. Newhart was appointed to the Compensation Committee effective May 8, 2025. The Compensation Committee held four meetings in 2025. The charter of the Compensation Committee is available on our website at https://investors.lincolneducationalservices.com under Corporate Governance.

The Compensation Committee has the authority to develop and maintain a compensation policy and strategy that creates a direct relationship between pay levels and corporate performance and returns to shareholders; recommend compensation, special benefits, perquisites, and incidental benefits to our Board for approval; review and approve annual corporate and personal goals and objectives to serve as the basis for the chief executive officer’s compensation, evaluate the chief executive officer’s performance in light of the goals, and, based on such evaluation, determine the chief executive officer’s compensation; determine the annual total compensation for our named executive officers; with respect to our equity-based compensation plans, approve the grants of stock options and other equity-based incentives as permitted under our compensation plans; and review and recommend employment agreements, severance arrangements, and change in control plans that provide for benefits upon a change in control, or other provisions for our executive officers to our Board of Directors.

The Compensation Committee may retain compensation consultants having special expertise to assist it in evaluating executive compensation and may also retain counsel, accountants, or other advisors, in its sole discretion. The Compensation Committee also has the power to delegate its authority and duties to subcommittees or individual members of the committee, as it deems appropriate in accordance with applicable laws and regulations.

The Board of Directors has determined that all of the members of the Compensation Committee are independent directors under the Sarbanes-Oxley Act of 2002 and the NASDAQ listing standards.

The table below lists the current membership of each committee and the number of committee meetings held in 2025:

Our Board of Directors has a majority of independent directors, as is required by the NASDAQ listing rules. Our Board of Directors has determined that each of our directors and director nominees other than Scott M. Shaw, our President & Chief Executive Officer, is an “independent director” as such term is defined under the NASDAQ listing rules. All of the members of each of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee are independent directors.

Our Board of Directors has adopted a flexible policy regarding the issue of whether the positions of Chair and Chief Executive Officer should be separate or combined. Currently, the roles of Chief Executive Officer and Chair of the Board of Directors are held by different individuals. Our Board of Directors regularly evaluates whether the interest of the Company and its shareholders are best served at any particular time by having the Company’s Chief Executive Officer or another director hold the position of Chair. The Board of Directors believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. This structure has proven especially useful to facilitate executive leadership training, succession, and orderly transitions. At present, the Board of Directors believes that its current structure effectively maintains independent oversight of management.

As Non-Executive Chair of the Board of Directors, John A. Bartholdson has ensured that the Board of Directors fulfills its oversight and governance responsibilities and directs the activities and meetings of the Board of Directors. In addition, Mr. Bartholdson has been responsible for coordinating the activities of the non-employee directors and leading executive sessions of the non-employee directors, which are generally held in conjunction with each regularly scheduled Board of Directors meeting.

Our Board of Directors has an active role, as a whole and also at the various committee levels, in overseeing the risk management of the Company. This is designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company.

The involvement of the full Board of Directors in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk. Fundamental aspects of the Board of Directors’ risk management oversight activities include:

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. The Audit Committee also assists the Board of Directors in fulfilling its oversight responsibility with respect to legal and compliance issues and risks related to cybersecurity.

The Nominating and Corporate Governance Committee, in addition to making recommendations with respect to corporate governance matters and nominations of directors, manages risks associated with the independence of the Board of Directors and potential conflicts of interest. The Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business which is appropriately balanced and does not motivate employees to take imprudent actions. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

The Company has reviewed its compensation programs and considered the extent to which its compensation policies and practices influence the behaviors of our executives and other employees with respect to taking business risks that could affect the Company. We believe that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company, either individually or in the aggregate.

The Compensation Committee is comprised of directors Pryor (Chair), Burke, Newhart, Rose and Young. Ms. Newhart was appointed to the Compensation Committee, effective May 8, 2025. Among them:

The following tables provide information regarding the beneficial ownership of our Common Stock as of the Record Date by (1) each of our directors; (2) each of our named executive officers; (3) all directors and executive officers as a group; and (4) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of each class of our voting securities. This table is based on information provided to us or filed with the U.S. Securities and Exchange Commission by our directors, executive officers, and principal shareholders named below. Except as otherwise indicated, we believe, based on information furnished by such owners, that the beneficial owners of our voting securities listed below have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Unless otherwise noted below, the address of each beneficial owner listed in the table is: c/o Lincoln Educational Services Corporation, 14 Sylvan Way, Suite A, Parsippany, NJ 07054.

To the Company’s knowledge and as reported to us or filed with the SEC, as of the Record Date, the only persons or groups that are known to us to be the beneficial owners of more than 5% of the Company’s outstanding stock are:

The following table sets forth information as to the beneficial ownership of shares of our Common Stock, as of the Record Date, of each director and each named executive officer and all directors and executive officers of the Company, as a group. Except as otherwise indicated in the footnotes to the table, each individual has sole investment and voting power with respect to the shares of Common Stock set forth:

The Company currently has 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, employees, and consultants 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 will, among other duties, have 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 as payment of 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 to 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. If the aggregate maximum annual incentive award that can be earned by each of our named executive officers is earned, 873,168 shares of Common Stock remain available for grant under the LTIP as of the Record Date.

This section provides an overview and analysis of our executive officer compensation program and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Later in this Proxy Statement under the heading “Executive Compensation” are a series of tables containing specific information about the compensation earned or paid in 2025 to the following individuals, whom we refer to as our “named executive officers” or “NEOs.”

In 2025, the Company had five named executive officers:

The discussion below is intended to aid in understanding the information provided in the tables that follow and put that information into context within our overall compensation program.

The Company achieved another year of strong financial performance, reflecting operational discipline and accelerating progress across strategic growth initiatives.

At the 2025 Annual Meeting of the Company’s shareholders, the Company held a non-binding advisory “say-on-pay” vote on the Company’s executive compensation program, as set forth in the Proxy Statement dated April 10, 2025 that was filed with the U.S. Securities and Exchange Commission on that date. Approximately 94.5% of the votes cast on the “say-on-pay” proposal voted in favor of the program.

The Company seeks to implement and maintain sound compensation governance practices to ensure adherence to our pay-for-performance philosophy while appropriately managing risk and aligning our executive compensation program with the financial interests of the Company’s shareholders. Highlights of our practices include:

The Company and the Compensation Committee believe that compensation paid to executive officers should be closely aligned with our performance on both a short-term and long-term basis, and that such compensation should assist us in attracting and retaining key executives that are critical to our long-term success.

Our compensation program is designed to offer executive officers competitive compensation based on our performance and the individual’s contribution, performance, and leadership in the execution of our business model. Our compensation policies are intended to motivate, reward, and retain highly qualified executives for long-term strategic management and enhancement of shareholder value, to support a performance-oriented environment that rewards achievement of specific internal Company goals, and to attract and retain executives whose abilities are critical to our long-term success and competitiveness. Our compensation goals are further intended to mitigate incentives for our executives to take excessive risks that may be adverse to the Company and our shareholders in the long-term.

The Compensation Committee has reviewed all components of the compensation for the named executive officers, including salary, annual incentives, equity, and long-term incentive compensation; the dollar value to the executive and cost to the Company of all perquisites; and the actual projected payout obligations under potential severance and change in control scenarios.

Over the past few years, we have made key changes to our annual cash and long-term stock incentive compensation program to enhance our pay-for-performance philosophy to better align the interests of our executives with those of our shareholders. These changes reflect our continuing commitment to improving our pay-for-performance alignment, while embracing contemporary compensation and governance best practices. The changes included the following:

The Compensation Committee continually reviews the executive compensation program and may, from time to time, modify certain aspects of the program to ensure that it remains aligned with the interests of the Company’s shareholders.

The Company uses an array of compensation elements for our NEOs, including base salary, performance-based annual incentives, and long-term equity incentives. Each of these primary compensation elements is summarized in the table below and described in greater detail in the following pages:

We intend to continue our strategy of compensating our executives through programs that emphasize performance-based incentive compensation. We have structured annual cash and long-term equity incentive compensation to both motivate executives to achieve the business goals set by the Company and to reward the executives for achieving such goals. Our executive compensation program is further designed to discourage excessive risk taking by assessing performance across multiple dimensions and metrics, including both regulatory performance and student outcomes.

For the named executive officers, the main components of our compensation program are base salary, an annual performance-based cash incentive, and long-term stock incentives. In allocating compensation among these components, the Compensation Committee believes that the compensation of senior management, the levels of management having the greatest ability to influence our performance, should be predominantly performance-based. Base salary is intended to provide a certain level of income commensurate with an executive’s position, responsibilities, and contributions to the Company.

The annual performance-based cash incentive compensation focuses on short-term performance while the performance-based restricted stock is tied to achievement of performance over a three-year performance period. This mix of short- and long-term incentives provides sufficient rewards to motivate near-term performance, while at the same time providing significant incentives to keep our executives focused on longer-term corporate goals that drive shareholder value. In addition, we believe this balance of short-term and long-term incentive compensation and the mix of varied performance metrics helps mitigate the incentive for executives to take excessive risk that may have the potential to harm the Company in the long-term.

The illustrations below highlight our commitment to a pay-for-performance compensation philosophy and pay mix in which we deliver a majority of our compensation through performance-based and long-term pay elements. Performance-based and long-term incentive compensation (inclusive of 2025 target non-equity incentive plan opportunity and grant date fair values of 2025 Time-based Restricted Stock and Performance-based Restricted Stock) represent at least 70% of our NEOs’ target total direct compensation. Our Compensation Committee believes our approach to performance-based compensation supports close alignment with shareholder interests and ensures that compensation is tied to measurable results.

Compensation for Scott M. Shaw, our President and Chief Executive Officer, is based on the Compensation Committee’s independent assessment of Mr. Shaw’s performance during the year. Our President and Chief Executive Officer plays a significant role in setting the compensation for the other NEOs by presenting an evaluation of each executive’s performance and his recommendation for levels of their compensation. The Compensation Committee makes all final decisions with respect to the total compensation package for each of the NEOs and has the authority to accept, reject, or modify these recommendations in connection with its determination. The Compensation Committee may retain compensation consultants having special competence to assist it in evaluating the compensation of the NEOs, in its discretion.

Base salaries for our named executive officers are based on job responsibilities and individual contributions with reference to base salary levels of executives at comparable publicly held companies. The Compensation Committee also considers several other factors in setting base salaries including the executive’s experience and tenure, our overall annual budget for merit increases and pre-tax profit, the executive’s individual performance, changes in the executive’s responsibility, and the executive’s overall contribution to our success. We review salary levels annually to recognize these factors. We do not target base salary at any particular percentage of total compensation.

Salary adjustments were made based on a competitive market compensation benchmarking study, and through discussions with our independent compensation consultant, Grant Thornton Advisors LLC. The Compensation Committee determined that it was appropriate to adjust salaries in order to position salaries closer to median salary levels in the marketplace.

Our named executive officers are eligible to participate in the Management Incentive Compensation Plan (“MIC Plan”). Under the MIC Plan, the Compensation Committee approves the calculation of performance-based cash incentive opportunities for our named executive officers based on financial performance targets. Awards under the MIC Plan reflect the Compensation Committee’s belief that a significant portion of the total annual compensation of each named executive officer should be contingent upon the overall financial performance of the Company.

For the fiscal year ended December 31, 2025, the Compensation Committee set the incentive compensation target at 100% of base salary for Mr. Shaw, 75% of base salary for Mr. Meyers and Mr. Nyce and 50% of base salary for Ms. Luster and Mr. Ace. The maximum award allowable under the MIC Plan to any named executive officer in any given year is 200% of their incentive compensation target.

For the fiscal year ended December 31, 2025, we updated the performance metrics under the MIC Plan to include revenue and student placement in addition to the adjusted EBITDA metric used in prior years. The Compensation Committee assessed the prevailing annual incentive plan design features used by our peers and considered the existing plan’s alignment with our business strategy. We determined that it is appropriate to introduce additional objective performance metrics to our plan in order to support our strategic business goals. While adjusted EBITDA remains the most heavily-weighted metric at 50%, the 2025 MIC Plan includes revenue and student placement to better acknowledge the importance of top-line growth and strong operational outcomes. Revenue and student placement are weighted 30% and 20%, respectively, in the 2025 MIC Plan.

For the fiscal year ended December 31, 2025, each named executive officer’s target incentive opportunity was based on the achievement of adjusted EBITDA, revenue, and student placement performance goals. The tables below set forth performance measure goals, weights, achievements, and payouts:

The table below sets forth actual 2025 cash incentive payments based on 174.6% target achievement:

In fiscal years 2024 and 2023, payments under the MIC Plan were determined based on the attainment of a predetermined adjusted EBITDA performance target. In fiscal year 2024 and 2023, NEOs received payments equal to 105.9% and 148.0%, respectively, of their respective MIC Plan target award opportunity.

The Compensation Committee has full discretion to modify awards up or down based on other performance criteria critical to the success of the organization, including operational, regulatory, and educational quality considerations that would otherwise not be reflected in the targets above. No such discretion was exercised this year.

Stock incentives focus executives’ attention on the Company from the perspective of an owner with an equity stake in the business, thereby aligning interests with those of shareholders. The Compensation Committee believes that the Company’s long-term performance is achieved through an ownership culture that encourages long-term performance by our named executive officers through grants of stock-based awards. Our shareholder-approved LTIP provides for the grant of stock options, restricted stock, performance stock, and other equity-based awards. Awards are made at the discretion of the Compensation Committee based on a multiplicity of factors including total compensation at peer companies, the level of equity ownership of the executives, and judgments of individual performance during the year. 

The Compensation Committee believes that a combination of time-based and performance-based restricted stock grants better align the interests of our NEOs with those of our shareholders. Adjusted EBITDA targets are set by the Compensation Committee at the beginning of each applicable year. If the applicable adjusted EBITDA target is not attained, the Compensation Committee has the discretion to determine that the performance-based restricted stock that would have vested had the target been attained will not be forfeited but instead will be subject to a catch-up adjusted EBITDA target to be set in the subsequent year. A catch-up target is a stretch goal that requires a greater level of performance than the performance goal set for the applicable performance period. The catch-up target is applicable only

for awards issued prior to December 31, 2023. In addition, notwithstanding the attainment of the applicable performance targets, the Compensation Committee has the discretion to determine that all or a portion of performance-based restricted stock will not vest based on facts and circumstances occurring after the date of grant that the Compensation Committee deems relevant.

In 2025, 2024 and 2023, the Compensation Committee awarded time-based restricted stock (the “Time-Based Restricted Shares”) to certain members of our management, including each of our named executive officers, which are conditioned upon either continued service. Time-Based Restricted Shares vest ratably over three years and represent 50% of the total restricted shares awarded.

In 2025, the Company granted performance-based restricted stock (the “Performance-Based Restricted Shares”) to employees and NEOs which are conditioned both on continued service and achievement of performance goals that vest based on the percentage of adjusted EBITDA achieved for the immediately preceding year. No shares vest below 80% of target; payouts begin at 25% for 80% achievement and increase on a linear scale up to 200% for 120% or more of target.

In 2025, the Company also granted Performance-Based Restricted Shares to Messrs. Shaw, Meyers and Nyce that vest based on the achievement of a specified percentage of target adjusted EBITDA for fiscal year 2027. No shares vest below 90% of target; vesting begins at 25% for 90% achievement and increases on a linear scale to 100% vesting at 100% or above.

In 2024, the Compensation Committee awarded Performance-Based Restricted Shares to employees, including each NEOs. The Performance-Based Restricted Shares vest over three years upon the attainment of certain financial performance targets set by the Compensation Committee for each of the fiscal years 2024, 2025, and 2026, the attainment of which is determined in March of each succeeding year. The Performance-Based Restricted Shares represent 50% of the total restricted shares awarded.

In 2023, the Compensation Committee awarded Performance-Based Restricted Shares to certain members of our management including each of our named executive officers. The Performance-Based Restricted Shares vest over three years upon the attainment of certain financial performance targets set by the Compensation Committee for each of the fiscal years 2023, 2024, and 2025, the attainment of which is determined in March of each succeeding year. The Performance-Based Restricted Shares represent 50% of the total restricted shares awarded.

For the fiscal year ended December 31, 2025, the Company achieved adjusted EBITDA of $67.1 million relative to a target of $58.7 million, representing performance of approximately 114.4% of target.

Pursuant to the terms of the applicable Performance-Based Restricted Shares awarded in 2025, achievement above 100% of the target results in an incremental payout determined by applying a 5x multiplier to each percentage point of performance in excess of 100%. Accordingly, the Company’s performance above target of approximately 14.4 percentage points resulted in an incremental payout of approximately 71.8%, which, when combined with the 100% target payout, resulted in a total payout of 171.8% of target shares for the fiscal year 2025 performance tranche, which fully vested.

In addition, with respect to Performance-Based Restricted Shares awarded in 2024 and 2023 to our named executive officers, 100% of one of the three performance tranches of the total awarded Performance-Based Restricted Shares vested based on performance for the fiscal year ended December 31, 2025.

In February 2026, the Compensation Committee reviewed and unanimously approved the performance results and the resulting payouts for the fiscal year ended December 31, 2025 in accordance with the terms of the applicable awards.

In determining the compensation of our named executive officers, the Compensation Committee considers many factors such as the executive’s position with the Company and the level of responsibility, skills, and experience required by the position, the executive’s experience and qualifications, the Company’s ability to replace such individual, and the

overall competitive environment for executive talent. The Committee has the authority to retain its own advisor to consider, from time to time, the Company’s compensation philosophy and programs and provide guidance, as appropriate. The Committee relies on an independent compensation consultant for guidance in determining the appropriate structure of director and executive compensation as well as appropriate levels of compensation. In 2025, the Compensation Committee retained Grant Thornton Advisors LLC (“Grant Thornton”) as its independent compensation consultant and considered data and analysis regarding competitive pay practices among the Company’s peers as a guide in determining the appropriate level of executive officer compensation. The Compensation Committee has assessed the independence of Grant Thornton in its capacity as the compensation consultant to the Compensation Committee pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists that would prevent Grant Thornton from serving as an independent consultant to the Compensation Committee.

In the fiscal year ended December 31, 2025, the Compensation Committee reviewed compensation information set forth in public filings with the U.S. Securities and Exchange Commission (including base salaries, annual incentive bonuses and equity-based compensation) for the following companies:

The purpose of the Compensation Committee’s review was to determine, among other things, whether the level of compensation proposed to be paid to the Company’s named executive officers during 2025 was competitively positioned with respect to the Company’s compensation peer group. After this review, and based on advice from Grant Thornton, our independent compensation consultant, the Compensation Committee made compensation adjustments to our executive compensation programs in order to better align with our compensation philosophy. In addition to the companies listed above, the Compensation Committee also considered the pay practices of Adtalem Global Education, Inc. and Laureate Education, Inc. as secondary references.

We do not rely exclusively on education peers. Rather, we look at organizations of comparable size and complexity to Lincoln. In addition to considering the education peers listed above, the Compensation Committee considered the following peers in the broader Consumer Discretionary sector to supplement the for-profit education comparators:

The Company has entered into employment agreements with Messrs. Shaw, Meyers, Nyce, and Ace and Ms. Luster. Each of these agreements will expire on December 31, 2028. The employment agreements are described below under “Employment Agreements.”

The employment agreement for each of Messrs. Shaw, Meyers, Nyce and Ace and Ms. Luster provides that upon a change in control of the Company, the term of the agreement will be extended automatically for an additional two-year term, commencing on the date of the change in control and ending on the second anniversary of the date of the change in control. Each employment agreement further provides that all stock options and restricted stock awards held by the named executive officer will immediately vest in such event. 

We do not provide our named executive officers with tax gross-ups for “excess parachute payments” under Section 280G of the Internal Revenue Code upon a change in control. In the event that any payment or distribution by us to or for the benefit of our named executive officers would be considered a “parachute payment” for purposes of Section 280G, the amount of such payments may be reduced to the largest amount permissible without triggering excise taxes under Section 4999 of the Internal Revenue Code. 

The Company maintains a plan (the “401(k) Plan”) qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) for the benefit of all employees. Our named executive officers are eligible to participate in this plan on the same terms and conditions as all other employees. At the discretion of our Board of Directors, we may make discretionary matching and/or profit-sharing contributions into our 401(k) Plan for eligible employees, which may be subject to vesting requirements. We believe that our 401(k) Plan encourages our employees to save for future retirement needs by matching contributions equal to 20% of their salary deferrals, which do not exceed 6% of the employee’s individual payroll period, subject to a compensation limitation and/or a contributions limitation pursuant to applicable provisions of the Code.

We do not provide any additional retirement benefits to our named executive officers. None of our named executive officers participate in a non-qualified deferred compensation program or pension arrangement.

Our named executive officers are eligible to participate in our medical and dental health insurance plans, our life insurance plan, and our long-term disability insurance plan on the same terms and conditions offered to all other employees. We also provide our named executive officers with supplemental life insurance. We believe that the benefits we offer are important components of our comprehensive benefit package, which encourages employees to remain with us.

Pursuant to their employment agreements, we also provide to Messrs. Shaw and Meyers use of a vehicle for business and personal use and pay for associated costs, including automobile insurance, parking, and fuel. The executives are responsible for all taxes related to this benefit.

We do not provide any other perquisites or benefits to our named executive officers and we do not pay any tax gross-ups with respect to any compensation.

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the ability of a public company to deduct for tax purposes compensation in excess of $1 million paid to certain executive officers. We expect that compensation paid to our NEOs in excess of $1 million, including compensation paid to any executive who has been an NEO since 2017, generally will not be deductible. The Compensation Committee strives to provide our named executive officers with compensation programs that will preserve the tax deductibility of compensation paid by the Company, to the extent reasonably practicable and to the extent consistent with the Company’s other compensation objectives. However, the Compensation Committee believes that shareholder interests are best served if it retains the flexibility to compensate executives in a manner intended to promote varying corporate goals, even if certain amounts that may be payable in excess of $1 million may not be deductible under Section 162(m).

The Compensation Committee also takes accounting considerations, including the impact of Financial Accounting Standards Board Accounting Standards Codification 718 Compensation – Stock Compensation, into account in structuring compensation programs and determining the form and amount of compensation awarded.

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this Proxy Statement. Based on that review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The following table summarizes the compensation during the last three fiscal years to our NEOs:

The following table sets forth information regarding the grant of plan-based awards to our NEOs in 2025: