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Educational Development Corp 2025年度报告

2026-05-19 美股财报 尊敬冯
报告封面

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2026 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission file number: 000-04957 EDUCATIONAL DEVELOPMENT CORPORATION(Exact name of registrant as specified in its charter) Delaware73-0750007(State or other jurisdiction of(I.R.S. Employer incorporation or organization) 5402 South 122nd East Avenue, Tulsa, Oklahoma74146(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code(918) 622-4522 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the outstanding shares of common stock held by non-affiliates of the registrant at the price at which thecommon stock was last sold on August 31, 2025 on the NASDAQ Stock Market, LLC was $9,597,100. As of May 14, 2026 there were 8,511,364 shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for fiscal year 2026 relating to our Annual Meeting of Shareholders to be held on July 8, 2026, areincorporated by reference into Part III of this Report on Form 10-K. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities8Item 6.[Reserved]8Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations8Item 7A.Quantitative and Qualitative Disclosures About Market Risk17Item 8.Financial Statements and Supplementary Data17Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure17Item 9A.Controls and Procedures17Item 9B.Other Information18Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections18 PART IIIItem 10. Directors, Executive Officers and Corporate Governance19Item 11.Executive Compensation19Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters19Item 13.Certain Relationships and Related Transaction