BNED

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 20, 2026

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-3749946-0599018 (State or other jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

180 Park Avenue, Suite 301, Florham Park, NJ 07932

(Address of principal executive offices)(Zip Code)

(908) 991-2665

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: □    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) □    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) □    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) □    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per shareBNEDNew York Stock Exchange

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

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

Item 2.02 Results of Operations and Financial Condition. On January 20, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal second quarter ended November 1, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements: This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “forecasts,” “projections,” “continue to,” “committed to,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, and such statements include but are not limited to those related to our positioning, strategic and operational objectives, broader market trends, anticipated growth in our BNC First Day program, expected trends in financial results, including those related to seasonality, as well as forward-looking continued top line growth, anticipated gross profit dollar increases, continued expense discipline, Adjusted EBITDA, interest costs, capital expenditures and long-term projected growth in Adjusted EBITDA. We caution you not to place undue reliance on these forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, but not limited to: the amount of our indebtedness and ability to comply with covenants contained in our credit agreement; our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner; slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models; our dependency on strategic service provider relationships and the potential for adverse operational and financial changes to these strategic service provider relationships; non-renewal of our managed bookstore, physical and/or online store contracts; general competitive conditions; a decline in college enrollment or decreased fundi

bned-20251223false000163411700016341172025-12-232025-12-230001634117us-gaap:CommonStockMember2025-12-232025-12-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 23, 2025

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-3749946-0599018 (State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification No.)

180 Park Avenue, Suite 301, Florham Park, NJ 07932 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (908) 991-2665

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: □    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) □    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) □    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) □    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of ClassTrading SymbolName of Exchange on which registered Common Stock, $0.01 par value per shareBNEDNew York Stock Exchange

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

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

Item 2.02     Results of Operations and Financial Condition.

On December 23, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended May 3, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated December 23, 2025

99.2 Financial Statements and Non-GAAP Reconciliation Tables, dated December 23, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 23, 2025

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Jason Snagusky Name:      Jason Snagusky Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated December 23, 2025

99.2 Financial Statements and Non-GAAP Reconciliation Tables, dated December 23, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

bned-20251124false000163411700016341172025-08-292025-08-2900016341172025-11-242025-11-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 24, 2025

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-3749946-0599018 (State or other jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

180 Park Avenue, Suite 301, Florham Park, NJ 07932

(Address of principal executive offices)(Zip Code)

(908) 991-2665

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: □    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) □    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) □    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) □    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per shareBNEDNew York Stock Exchange

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

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

Item 2.02 Results of Operations and Financial Condition.

On November 25, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results, which are subject to change, for the fiscal year ended May 3, 2025 (“FY25”) and for the six-month period ended November 1, 2025 (the “Press Release”). A copy of the Press Release and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1. In addition, the information related to the Company’s anticipated financial results for FY25 set forth in Item 4.02 below is incorporated by reference into this Item 2.02.

The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim         Review. As previously reported by Barnes & Noble Education, Inc. (the “Company”) in its Current Reports on Form 8-K filed on July 18, 2025 and August 29, 2025, certain information regarding the recording of cost of digital sales was brought to the attention of management in July 2025 that caused the Company’s Audit Committee to commence an internal investigation with the assistance of outside counsel and advisors. As a result, and as previously reported, the Company’s Board of Directors (the “Board”) determined that the Company’s previously-issued financial statements included in its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the following periods, as well as its disclosures related to such financial statements, including any reports, earnings releases, and investor presentations, and related communications issued by or on behalf of the Company with respect to such periods, should no longer be relied upon: •Fiscal third quarter and nine-months ended January 25, 2025; •Fiscal second quarter and six-months ended October 26, 2024; •Fiscal first quarter ended July 27, 2024; •Fiscal third quarter and nine-months ended January 27, 2024; and •Fiscal year ended April 27, 2024. Unrelated to the above-mentioned investigation and in connection with the audit for fiscal year 2025, the Company concluded that aspects of how it had been accounting for its store operating agreements related to (i) minimum annual commission guarantees contained in these agreements, and (ii) the timing of expense recognition within each year for commissions payable under these agreements, were each in error and not in accordance with Accounting Standards Codification Topic 842, Leases. Based on this conclusion, on November