BNED

EX-99.1

2 exhibit991-fy27ytdq1earnin.htm

EX-99.1

Document

EXHIBIT 99.1

Barnes & Noble Education Reports Fiscal 2027 First Quarter Financial Results

Quarterly Results Reflect Improved Profitability, First Day® Complete Growth and Continued Balance Sheet Progress

Net Income (Loss) Improves 29% and Adjusted EBITDA Improves 19% Year-Over-Year

Fall 2026 First Day® Complete Expected to Reach More Than 1.43 Million Students, 26% More than Fall 2025

Company Reiterates Fiscal 2027 Outlook

Florham Park, NJ, September 8, 2026 - Barnes & Noble Education, Inc. (NYSE: BNED) (“Barnes & Noble Education,” “BNED,” “the Company,” “we,” “us,” or “our”), a leading solutions provider for the education industry, today reported financial results for the fiscal first quarter ended August 1, 2026.

During the first quarter, the Company delivered year-over-year improvement across its key operating and financial measures, including revenue, comparable store sales, BNC First Day® revenue, net income (loss), and Adjusted EBITDA, while further strengthening its balance sheet. Barnes & Noble Education’s business is highly seasonal, with the majority of sales and operating profit typically realized during the second and third fiscal quarters, reflecting the fall and spring academic terms.

“We began fiscal 2027 on plan, with continued momentum across the business and year-over-year improvement across each of our key operating and financial measures,” commented Jonathan Shar, Chief Executive Officer. “These results reflect the continued progress of our strategy and the disciplined execution of our teams.”

“Importantly, the momentum in First Day® Complete continues to build as more institutions recognize the value of improving the affordability, access and convenience of course materials for their students,” continued Shar. “We are excited about the continued growth of First Day® Complete this fall and the opportunity to deepen our partnerships with colleges and universities and demonstrate our ability to deliver solutions that support their broader institutional priorities.”

Mr. Shar continued, “As we enter the important fall semester, we are encouraged by the growth we are seeing in First Day® Complete and remain confident in our outlook for fiscal 2027. We are focused on translating that momentum into continued growth in profitability, stronger cash generation and further improvements in our balance sheet.”

Fiscal 2027 First Quarter Financial Results

Revenue for the first quarter of fiscal 2027 was $290.6 million, an increase of $2.4 million, or 0.8%, compared with $288.2 million for the first quarter of fiscal 2026. Gross comparable store sales increased by $10.7 million, or 3.7%, year-over-year. The increase in revenue was primarily driven by growth in BNC First Day® programs, partially offset by the impact of store closures, including exits from certain less profitable locations.

Revenue from BNC First Day® programs increased by $10.3 million, or 9.0%, year-over-year to $124.7 million.

Net loss for the first quarter of fiscal 2027 was $12.9 million, a 29.3%, improvement compared to a net loss of $18.3 million in the prior-year period. Adjusted EBITDA improved by $2.2 million, or 18.9%, to a loss of $9.3 million from a loss of $11.5 million in the prior-year period.

Total debt at the end of the first quarter of fiscal 2027 was $123.5 million, compared with $170.0 million at the end of the first quarter of fiscal 2026. The Company’s net working capital position remained strong with $236.8 million of positive working capital as of the end of the first quarter of fiscal 2027.

During the quarter, the Company declared a quarterly dividend of $0.08 per share which was paid on July 30, 2026 to shareholders of record on July 16, 2026.

First Day Complete Momentum

The Company continues to generate strong momentum in First Day® Complete, its institution-wide affordable access program. First Day® Complete will be offered across 263 campuses during the Fall 2026 academic term, reaching more than 1.43 million students*, approximately 26% more than in Fall 2025. Given the seasonality of the Company’s business and the timing of the

EXHIBIT 99.1

academic calendar, the financial impact of this expanded Fall 2026 participation will be primarily reflected in the second and subsequent quarters of fiscal 2027.

* Represents the undergraduate student population at institutions where First Day® Complete is offered, plus graduate student populations where the program is also offered. Student population data as reported by the National Center for Education Statistics (NCES) as of January 2, 2026. The figure represents students eligible to participate in First Day® Complete.

The table below reflects the reconciliation of Adjusted EBITDA to the most comparable GAAP financial metric, Net loss for the first quarter of fiscal 2027 and the related prior period:

Adjusted EBITDA

13 weeks ended

($ in thousands)August 1,

EX-99.1

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EX-99.1

Document

Barnes & Noble Education Reports Full-Year Fiscal 2026 Financial Results

Results Consistent with Preliminary Ranges

$16.9 million of Net Income and $76.5 million of Adjusted EBITDA Reported for Fiscal 2026

BNC First Day Program Revenue Increases 28% to $760.1 million

Total Net Debt Decreases 33% Year-Over-Year to $62.6 million

Company Reiterates Fiscal 2027 Outlook of $85 million to $92 million of Adjusted EBITDA

Florham Park, NJ, July 9, 2026 - Barnes & Noble Education, Inc. (NYSE: BNED), (“Barnes & Noble Education,” “BNED,” “the Company,” “we,” “us,” “our”), a leading solutions provider for the education industry, today announced its financial results for the fiscal year ended May 2, 2026.

FY2026 Financial Results

Full-year revenue in fiscal 2026 was $1.715 billion, an increase of $104.6 million, or 6.5%, over the prior year. Fiscal 2026 comprised 52 weeks compared with 53 weeks in fiscal 2025, which modestly understates growth on a comparable-period basis. Comparable store sales increased by $71.3 million, or 4.4%, year-over-year. In addition, total gross margin dollars increased by $28.4 million, or 8.4% year-over year, with the Company’s gross margin percentage increasing to 21.4% from 21.0% in the prior fiscal year.

Revenues from BNC First Day® programs increased by $166.3 million, or 28.0%, year-over-year, to $760.1 million, as First Day® Complete continues to see strong growth in institutional adoption. A total of 232 campus stores utilized First Day Complete in the spring 2026 academic term with a total enrollment of approximately 1,249,301* undergraduate and graduate students, up 31% from 957,000 in the prior year.

Full-year fiscal 2026 net income was $16.9 million compared to a net loss of $(65.8) million in the prior year. The fiscal 2025 net loss includes a $55.2 million non-cash charge related to the extinguishment of debt.

Adjusted EBITDA for fiscal 2026 was $76.5 million, an increase of $17.1 million, from $59.4 million in the prior fiscal year, representing an increase of 28.8%.

Total debt at year-end was $71.0 million compared to $103.1 million at the end of fiscal 2025. After subtracting $8.4 million of cash on hand, total net debt was $62.6 million, representing a $31.4 million, or approximately 33% year-over-year decrease. The Company’s net working capital position remained strong with $200.9 million of positive working capital at year-end, representing a 7.9% increase year-over-year.

The Company also recently introduced an inaugural quarterly dividend of $0.08 per share which will be payable on July 30, 2026 to shareholders of record on July 16, 2026.

* Total undergraduate and graduate student enrollment as reported by National Center for Education Statistics (NCES) as of January 2, 2026.

The tables below reflect the reconciliation of Adjusted EBITDA to the most comparable GAAP financial metric, Net income for fiscal 2026 and the related prior period:

52 weeks ended53 weeks ended

($ in thousands)May 2, 2026May 3, 2025

Net income (loss)$16,872 $(65,825)

Add:

Depreciation and amortization expense32,754 37,939

Impairment expense12,584 1,713

Interest expense, net15,866 22,260

Income tax expense3,800 4,256

Loss on extinguishment of debt— 55,233

Other (income) expense, net(11,577)(1,572)

Stock-based compensation expense6,214 5,386

Adjusted EBITDA (Non-GAAP)$76,513 $59,390

Management Commentary

“Fiscal 2026 marked another year of meaningful progress for Barnes & Noble Education,” said Jonathan Shar, Chief Executive Officer. “We achieved solid revenue growth, significantly increased Adjusted EBITDA, returned to net income profitability, and realized meaningful debt reduction. These results were driven by continued growth in First Day®, improved comparable store performance, disciplined expense management, and strong sales contributions from new store partnerships secured through recent business wins.”

Mr. Shar continued, “As we enter fiscal 2027, we believe we are well positioned to build on this momentum. Demand for our BNC First Day® offerings continues to accelerate, with fall 2026 First Day Complete enrollment expected to reach approximately 1.4 million undergraduate and graduate students, up approximately 23% from fall 2025. We are excited about the expansion of new offerings, including Room Service, and are focused on creating long-term value for our institutional partners, students, employees, and shareholders. Our recent initiation of a quarterly dividend reflects our strong confidence in the business.”

Outlook

Barnes & Noble Education is reiterating the fiscal 2027 outlook provided on June 24, 2026. The Company expects continued growth in revenues and is focused on driving operating leverage with disciplined expense management. The Company is targeting Adjusted EBITDA in the range of $85 millon to $92 million and anticipates further significant improvements in net income profitab

bned-20260624

false000163411700016341172026-06-242026-06-24

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): June 24, 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 June 24, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary, unaudited financial results for the fiscal year ended May 2, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 7.01     Regulation FD Disclosure.

As previously announced, the Company will host a virtual Investor Day on Thursday, June 25, 2026, broadcast live from the New York Stock Exchange. The live webcast will begin at 10:00 a.m. Eastern Time and is expected to conclude at 12:00 p.m. Eastern Time. During the event, the Company's leadership team will present an overview of the Company’s strategy, key growth drivers, and financial outlook, including the Company’s focus on improving affordability and outcomes for students, expanding its First Day® programs, and enhancing its omnichannel campus retail model to better serve institutional partners and customers. Investors may register to participate in the webcast at https://bnedinvestor.netlify.app/. A copy of the presentation materials that will be used at the Investor Day is attached hereto as Exhibit 99.2.

The information set forth under Items 2.02 and 7.01 of this Current Report on Form 8-K (this “Form 8-K”), including the Exhibits under Item 9.01 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 8.01    Other Events.

Declaration of Dividend

On March 10, 2026, the Company announced that, beginning in the first quarter of fiscal 2027, the Company intends to declare a regular quarterly dividend of $0.08 per share. On June 24, 2026, the Board of Directors of the Company (the “Board”) approved its first quarterly dividend in the amount of $0.08 per share, payable, subject to any prior revocation, on July 30, 2026 to stockholders of record on July 16, 2026. The declaration of any future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time and ensures compliance with any applicable restrictions, including those set forth in its credit agreement with its lenders.

2026 Annual Meeting of Stockholders

The Board has established Thursday, September 24, 2026, as the date of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), to be held at 10:00 a.m., Eastern Time. As the date of the 2026 Annual Meeting has advanced by more than 30 days from the anniversary date o

bned-20260310false000163411700016341172026-03-102026-03-10

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): March 10, 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 March 10, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended January 31, 2026 (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 funding av

bned-20260120false000163411700016341172026-01-202026-01-20

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

bned-20250912false000163411700016341172025-09-122025-09-12

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): September 12, 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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 September 12, 2025, Barnes & Noble Education, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (“Form 12b-25”) with the Securities and Exchange Commission to report that the Company is unable to file its Quarterly Report on Form 10-Q for the quarter ended August 2, 2025 (the “Form 10-Q”) within the prescribed time period, without unreasonable effort or expense. The Form 12b-25 included selected preliminary and unaudited financial results for the quarter ended August 2, 2025 and included the following information: As previously reported by the Company in its Current Report on Form 8-K filed on July 18, 2025 (the “Prior 8-K”), certain information regarding the recording of cost of digital sales was brought to the attention of management in July 2025, which promptly informed the Audit Committee, that caused the Audit Committee to commence an internal investigation with the assistance of outside counsel and advisors. On July 18, 2025, the Company filed a Form 12b-25 notifying the United States Securities and Exchange Commission (the “SEC”) that the Company would be unable to timely file its Annual Report on Form 10-K for the year ended May 3, 2025. On August 29, 2025, the Company filed a Current Report on Form 8-K announcing that on August 26, 2025, the Board of Directors (the “Board”) of the Company concluded that the Company’s previously-issued unaudited interim condensed consolidated financial statements for the fiscal third quarter and nine-months ended January 25, 2025, the fiscal second quarter and six-months ended October 26, 2024, the fiscal first quarter ended July 27, 2024, and the fiscal third quarter and nine-months ended January 27, 2024 contained in its Quarterly Reports on Form 10-Q and the Company’s previously-issued audited consolidated financial statements for the fiscal year ended April 27, 2024 contained in its Annual Report on Form 10-K (the “Non-Reliance 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 the Non-Reliance Periods (the “Previously Issued Financial Information”), should no longer be relied upon. The determination by the Board was made upon the recommendation of the Audit Committee and after consultation with the Company’s management team. As a result, the Company expects to restate the financial statements for the Non-Reliance Periods (the “Restatement”), which will be corrected within its Annual Report on Form 10-K for the fiscal year ended May 3, 2025, when filed. However, the final determination regarding the scope of any such Restatement will depend on the completion of the Audit Committee’s review and the ongoing work of the Company and its independent registered public accounting firm

bned-20250826false000163411700016341172025-08-292025-08-2900016341172025-08-262025-08-26

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): August 26, 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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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.

The information related to the Company’s anticipated financial results for fiscal year 2025 set forth in Item 4.02 below is incorporated by reference into this Item 2.02.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim                   Review.

On August 26, 2025, the Board of Directors (the “Board”) of Barnes & Noble Education, Inc. (the “Company”) concluded that the Company’s previously-issued unaudited interim condensed consolidated financial statements for the fiscal third quarter and nine-months ended January 25, 2025, the fiscal second quarter and six-months ended October 26, 2024, the fiscal first quarter ended July 27, 2024, and the fiscal third quarter and nine-months ended January 27, 2024 contained in its Quarterly Reports on Form 10-Q and the Company’s previously-issued audited consolidated financial statements for the fiscal year ended April 27, 2024 contained in its Annual Report on Form 10-K (the “Non-Reliance 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 the Non-Reliance Periods (the “Previously Issued Financial Information”), should no longer be relied upon. The determination by the Board was made upon the recommendation of the Audit Committee (the “Audit Committee”) of the Board and after consultation with the Company’s management team.

As previously reported by the Company in its Current Report on Form 8-K filed on July 18, 2025 (the “Prior 8-K”), certain information regarding the recording of cost of digital sales was brought to the attention of management in July 2025, which promptly informed the Audit Committee, that caused the Audit Committee to commence an internal investigation with the assistance of outside counsel and advisors.

The Audit Committee has made substantial progress in its investigation and in its review of the potential impact of these matters on the Company’s Previously Issued Financial Information for the Non-Reliance Periods. The Company expects the adjustments to Previously Issued Financial Information resulting from the investigation to be substantially consistent with what was previously reported in the Prior 8-K. The Company expects to report that correcting these matters will result in a decrease of $2.5 million in cost of sales for the fiscal third quarter and nine-months ended January 27, 2024; an increase of $5.7 million in cost of sales for the fiscal year ended April 27, 2024; a decrease in cost of sales of $0.7 million for the fiscal first quarter ended July 27, 2024; an increase in cost of sales of $13.1 million and $12.4 million for the fiscal second quarter and six-months ended October 26,

8-K

false 0001634117 0001634117 2025-07-18 2025-07-18

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): July 18, 2025

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-37499

46-0599018

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

120 Mountain View Blvd

Basking Ridge, NJ

07920

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

BNED

New 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 July 18, 2025, Barnes & Noble Education, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (“Form 12b-25”) with the Securities and Exchange Commission to report that the Company is unable to file its Annual Report on Form 10-K for the year ended May 3, 2025 within the prescribed time period without unreasonable effort or expense. The Form 12b-25 included selected preliminary and unaudited financial results for the fiscal year ended May 3, 2025 and included the following information: Certain information regarding the recording of cost of digital sales was brought to the attention of management in July 2025, which promptly informed the Audit Committee (the “Committee”) of the Board of Directors of the Company, that caused the Committee to commence an internal investigation with the assistance of outside counsel and advisors. The investigation is ongoing and all parties are working diligently to complete the investigation. However, based on initial findings, which could change as the investigation is in its early stages, management believes that the Company may have a potential overstatement of up to $23.0 million in the aggregate to its accounts receivable balance as of its May 3, 2025 fiscal year-end, which the Company believes is the cumulative net impact of overstatements and understatements to its cost of sales during the fiscal years 2024 and 2025, impacting results of operations in those periods. Based on the Committee’s investigation to date, the Company believes that these potential impacts may have resulted from the actions of a payment processing employee, who has been suspended pending the results of the Committee’s investigation. The Company has not reached a conclusion whether any restatement of previously issued financial statements will be required as a result of the investigation. In addition, certain other financial reporting process matters require resolution in addition to any impact from the conclusion of the ongoing investigation, as such, management is unable to complete the Company’s financial reporting process and preparation of its financial statements for the fiscal year ended May 3, 2025. Management is also assessing the effect of this matter on the Company’s internal control over financial reporting and its disclosure controls and procedures. The Company expects to report at least one material weakness related to the appropriate review and approval of manual journal entries following the completion of the ongoing investigation. As a result of the expected material weakness(es), the Company believes that its internal control over financial reporting was not effective, and its disclosure controls and procedures were not effective, as of May 3, 2025 and as of April 27, 2024, the respective end dates of each of its fiscal years 202

8-K

false 0001634117 0001634117 2025-03-10 2025-03-10

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): March 10, 2025

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-37499

46-0599018

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

120 Mountain View Blvd

Basking Ridge, NJ

07920

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

BNED

New 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 March 10, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended January 25, 2025 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information in this Form 8-K, including Exhibit 99.1 and Exhibit 99.2 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 March 10, 2025.

99.2

Financial Statements and Non-GAAP Reconciliation Tables, dated March 10, 2025.

104

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

SIGNATURE

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 hereunto duly authorized.

BARNES & NOBLE EDUCATION, INC.

Date: March 10, 2025

By:

/s/ Jason Snagusky

Name:

Jason Snagusky

Title:

Chief Financial Officer

bned-20241209false000163411700016341172024-12-092024-12-09

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 9, 2024

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 09, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended October 26, 2024 (the “Press Release”).  A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

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 9, 2024.

99.2 Financial Statements and Non-GAAP Reconciliation Tables, dated December 9, 2024.

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 09, 2024

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Kevin Watson Name:      Kevin Watson Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated December 9, 2024.

99.2 Financial Statements and Non-GAAP Reconciliation Tables, dated December 9, 2024.

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

bned-20241107false000163411700016341172024-11-072024-11-07

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 7, 2024

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 November 7, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for the second quarter ended October 26, 2024 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are 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 November 7, 2024.

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.

BARNES & NOBLE EDUCATION, INC.

Date: November 7, 2024By:/s/ Jonathan Shar Name: Jonathan Shar Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number  Description

99.1 Press Release of Barnes & Noble Education, Inc., dated November 7, 2024.

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

bned-20240910false000163411700016341172024-09-102024-09-10

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): September 10, 2024

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 September 10, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended July 27, 2024 (the “Press Release”).  A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

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 September 10, 2024.

99.2 Financial Statements and Non-GAAP Reconciliation Tables, dated September 10, 2024.

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: September 10, 2024

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Kevin Watson Name:      Kevin Watson Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated September 10, 2024.

99.2 Financial Statements and Non-GAAP Reconciliation Tables, dated September 10, 2024.

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

bned-20240701false000163411700016341172024-07-012024-07-010001634117us-gaap:CommonStockMember2024-07-012024-07-010001634117us-gaap:SeriesAPreferredStockMember2024-07-012024-07-01

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): July 1, 2024

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 Rights to Purchase Series A Junior Participating Preferred StockBNEDNew 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 July 1, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended April 27, 2024 (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 July 1, 2024

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: July 1, 2024

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Kevin F. Watson Name:      Kevin F. Watson Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated July 1, 2024

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

8-K

false 0001634117 0001634117 2024-05-23 2024-05-23

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): May 23, 2024

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-37499

46-0599018

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

120 Mountainview Blvd., Basking Ridge, NJ 07920 (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 Class

Trading Symbol

Name of Exchange on which registered

Common Stock, $0.01 par value per share

BNED

New 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 May 23, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing certain preliminary, unaudited financial results for the twelve months ended April 27, 2024 (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 Press Release attached hereto pertaining to the Company’s preliminary 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 May 23, 2024.

104

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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: May 23, 2024

BARNES & NOBLE EDUCATION, INC.

By:

/s/ Michael C. Miller

Name:

Michael C. Miller

Title:

Executive Vice President, Corporate Development & Affairs, Chief Legal Officer and Secretary

bned-20240312false000163411700016341172024-03-122024-03-12

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): March 12, 2024

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 March 12, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended January 27, 2024 (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 March 12, 2024.

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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: March 12, 2024

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Kevin Watson Name:      Kevin Watson Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated March 12, 2024.

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

bned-20231206false000163411700016341172023-12-062023-12-06

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 6, 2023

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 6, 2023, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended October 28, 2023 (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 6, 2023.

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 6, 2023

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Kevin Watson Name:      Kevin Watson Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated December 6, 2023.

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

bned-20230906false000163411700016341172023-09-062023-09-06

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): September 6, 2023

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 September 6, 2023, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended July 29, 2023 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 6, 2023, the Company announced the appointment of Kevin Watson as the Company’s Executive Vice President, Chief Financial Officer (“CFO”) effective as of September 7, 2023.

Mr. Watson, 57, has served, most recently, as the Executive Vice President, Chief Financial Officer and member of the board of directors of Paraco Gas Corporation (“Paraco”), one of the largest privately owned propane companies in the Northeast, from 2018 to 2023 with responsibility for the company’s finance and systems organizations. Prior to Paraco, Mr. Watson served as the Executive Vice President, Chief Financial Officer of Ironwood Strategic Advisors (“Ironwood”), a US-based professional consultancy firm, from 2016 to 2018 where he directed the development of tailored funding strategies for clients, and the development of business prospects, partnerships and capital structure objectives for the company. Prior to Ironwood, Mr. Watson served as the Senior Vice President and Corporate Treasurer and Chairman of the Investment and Benefits Committee of Cablevision Systems Corporation, a former large US-based cable television company, from 2006 to 2016 where he governed treasury operations, debt investor and credit rating agencies relationships, interest rate risk management, budgeting and forecasting, and strategic planning.

In connection with Mr. Watson’s hiring, the Company and Mr. Watson entered into an offer letter (the “Offer Letter”) that provides for (i) an annual base salary of $540,000, (ii) a $5,000 sign on bonus and (iii) eligibility to earn an annual bonus under the Company’s fiscal year 2024 Incentive Compensation Plan (“ICP”) with a target payout of 85% of his annual base salary. For fiscal year 2024, Mr. Watson’s bonus opportunity under the ICP will be guaranteed and prorated based on his time employed during the applicable fiscal year. Mr. Watson will also be eligible to participate in the Company’s next stock grant, at levels commensurate with other similarly situated Company executives.

Mr. Watson will be entitled to recei

bned-20230804false000163411700016341172023-08-042023-08-04

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): August 4, 2023

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.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(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 August 4, 2023, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended April 29, 2023 (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 August 4, 2023.

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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: August 4, 2023

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Michael P. Huseby Name:      Michael P. Huseby Title:      Chief Executive Officer and Principal Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated August 4, 2023.

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