AI Earnings Predictions for Barnes & Noble Education Inc (BNED)

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

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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.

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: 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.

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: 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.

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

8-K

false 0001634117 0001634117 2023-05-24 2023-05-24

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): May 24, 2023

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 1.01. Entry into a Material Definitive Agreement.

On May 24, 2023 (the “Amendment Closing Date”), Barnes & Noble Education, Inc. (the “Company”) entered into (i) a Seventh Amendment (the “ABL Amendment”) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the “ABL Agent”) and (ii) a Second Amendment (the “Term Loan Amendment”) to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the “Term Loan Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. The ABL Amendment amends the ABL Credit Agreement to (i) increase the applicable margin with respect to the interest rate under the ABL Credit Agreement to 3.75% per annum, in the case of interest accruing based on a Secured Overnight Financing Rate, and 2.75%, in the case of interest accruing based on an alternative base rate, in each case, without regard to a pricing grid, (ii) defer the reduction of advance rates by an amount equal to 500 basis points previously required on May 31, 2023 to September 1, 2023, (iii) require cash flow reporting and variance testing commencing June 3, 2023 and (iv) defer prepayment upon certain liquidity events to September 1, 2023. In lieu of the fee equal to 1.00% of the outstanding principal amount of the commitments under the ABL Credit Agreement due on September 29, 2023, the Company shall pay such fee on July 31, 2023. The Term Loan Amendment amends the Term Loan Credit Agreement to defer prepayment upon certain liquidity events to September 1, 2023. The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Term Loan Amendment and the ABL Amendment, as applicable, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ending April 29, 2023.

Item 2.02. Results of Operations and Financial Condition.

On May 31, 2023, the Company issued a press release, attached as Exhibit 99.1 hereto and incorporated by reference in its entirety in this Item 2.02 (1) providing certain preliminary fiscal year 2023 results and (2) announcing that, on May 31, 2023, BNED Digital Holdings, LLC, an indirect wholly-owned subsidiary of the Company, sold 100% of the equity interests of Student Brands, LLC to Learneo, Inc. pursuant to a Purchase Agreement dated as of the same date.

Item 7.01. Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report is incorpora

bned-20230309false000163411700016341172023-03-092023-03-09

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): March 9, 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 March 9, 2022, the Company issued a press release announcing its financial results for the third quarter ended January 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 March 9, 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: March 9, 2023

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Thomas D. Donohue Name:     Thomas D. Donohue Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated March 9, 2023.

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

bned-20221206false000163411700016341172022-12-062022-12-06

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, 2022

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, 2022, the Company issued a press release announcing its financial results for the second quarter ended October 29, 2022 (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 October 29, 2022.

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, 2022

BARNES & NOBLE EDUCATION, INC.

By:     /s/ Thomas D. Donohue Name:     Thomas D. Donohue Title:      Chief Financial Officer

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No. Description 99.1 Press Release of Barnes & Noble Education, Inc., dated October 29, 2022.

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