UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Lincoln Educational Services Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25 per Exchange Act Rules 14a-6(i)(1) and 0-11.

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14 Sylvan Way, Suite A

Parsippany, NJ 07054

March 26, 2026

Dear Shareholder:

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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR OUR ANNUAL MEETING

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

YOUR VOTE IS IMPORTANT!

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.


			Sincerely,

			Scott M. Shaw President & Chief Executive Officer

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Table of Contents


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			1
GENERAL			3
PROPOSAL 1: ELECTION OF DIRECTORS			7
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			8
Information Concerning the Board of Directors			12
Committees of the Board of Directors			13
Director Independence			15
Board Leadership Structure			15
Board of Directors’ Role in Risk Oversight			15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			17
EQUITY COMPENSATION PLAN INFORMATION			19
COMPENSATION DISCUSSION AND ANALYSIS			20
Compensation Committee Report			30
Executive Compensation			31
Director Compensation			39
CEO PAY RATIO			40
PAY VERSUS PERFORMANCE			41
Relationship Between CAP and Selected Financial Performance Measures			43
AUDIT COMMITTEE REPORT			46
PROPOSAL 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			47
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48
Fees Billed by Independent Registered Public Accounting Firm			48
Audit Committee Pre-Approval Policy			48
ANNUAL REPORT AND FINANCIAL STATEMENTS AND COMMITTEE AND CORPORATE GOVERNANCE MATERIALS OF THE COMPANY			49
CORPORATE GOVERNANCE GUIDELINES AND CODE OF ETHICS			49
TRANSACTIONS WITH RELATED PERSONS			50
DELINQUENT SECTION 16(a) REPORTS			51
COMMUNICATING WITH THE BOARD OF DIRECTORS			51
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			51
ELECTRONIC DELIVERY OF PROXY MATERIALS AND ANNUAL REPORTS			51
OTHER INFORMATION			52

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LINCOLN EDUCATIONAL SERVICES CORPORATION

14 Sylvan Way, Suite A

Parsippany, NJ 07054

NOTICE OF

2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 7, 2026

To the Shareholders of Lincoln Educational Services Corporation:

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:

1.	to elect the ten directors identified in this Proxy Statement to serve until the next annual meeting of shareholders following their election or until their respective successors are duly elected and qualified;

2.	to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (a “say-on-pay” vote);

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; and

4.	to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof and may properly be voted upon.

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.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

To Be Held on Thursday, May 7, 2026

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

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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.


			By Order of the Board of Directors

SEC Form DEF 14A filed by Lincoln Educational Services Corporation