What changed in this filing

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Item 1. Business

2025-12-23 compared with 2024-07-01 · 209 added, 239 removed, 223 unchanged (67% of the section changed)

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Our fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April.

“Fiscal 2024” means the 52 weeks ended April 27, 2024,“Fiscal 2023” means the 52 weeks ended April 29, 2023, and “Fiscal 2022” means the 52 weeks ended April 30, 2022.

“Fiscal 2025” means the 53 weeks ended May 3, 2025, and “Fiscal 2024” means the 52 weeks ended April 27, 2024.

Barnes & Noble Education, Inc.

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We are also one of the largest textbook wholesalers and inventory management hardware and software providers.

We operate 1,245 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within a dynamic omnichannel retail environment.

As of May 3, 2025, we operated 1,146 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.

The strengths of our business include our ability to compete by developing new products and solutions to meet market needs, our large operating footprint with direct access to students and faculty, our well-established, deep relationships with academic partners and stable, long-term contracts and our well-recognized brands.

We provide product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes.

We offer our BNC First Day ® equitable and inclusive access programs, consisting of First Day Complete and First Day , which provide faculty required course materials on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition.

During the 52 weeks ended April 27, 2024, BNC First Day total revenue increased by $127 million, or 37%, to $474 million compared to $347 million during the prior year period.

We provide product and service offerings designed to address the most pressing issues in higher education, including enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes.

We offer our BNC First Day ® affordable access course material programs, consisting of First Day Complete and First Day , which provide faculty required course materials on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition.

These programs have allowed us to reverse historical long-term trends in course materials revenue declines, which has been observed at those schools where such programs have been adopted, and improve predictability of our future results.

In Fiscal 2024, the growth of our BNC First Day programs offset the declines in a la carte courseware sales and closed store sales.

We are moving quickly to accelerate our First Day Complete strategy.

Many institutions adopted First Day Complete in Fiscal 2024, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond.

We continue to accelerate our First Day Complete strategy.

Many institutions adopted First Day Complete in Fiscal 2025, and we will continue to scale the number of schools adopting First Day Complete in Fiscal 2026 and beyond.

We expect to continue to introduce scalable and advanced solutions focused largely on the student and customer experience, expand our e-commerce capabilities and accelerate such capabilities through our service providers, Fanatics Retail Group Fulfillment, LLC (“Fanatics”) and Fanatics Lids College, Inc.

D/B/A “Lids” (“Lids”) (collectively referred to herein as the “F/L Relationship”), win new accounts, and expand our revenue opportunities through strategic relationships.

D/B/A “Lids” (“Lids”, and together with Fanatics, referred to herein as the “F/L Relationship”), win new accounts, and expand our revenue opportunities through strategic relationships.

We expect gross comparable store general merchandise sales to increase over the long term, as our product assortments continue to emphasize and reflect changing consumer trends, and we evolve our presentation concepts and merchandising of products in stores and online, which we expect to be further enhanced and accelerated through the F/L Relationship.

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Our large college footprint, reputation, and credibility in the marketplace not only support our marketing efforts to universities, students, and faculty, but are also important to our relationship with leading publishers who rely on us as one of their primary distribution channels.

Financing Arrangements

On June 10, 2024, subsequent to the end of Fiscal 2024, we completed various transactions, including an equity rights offering, private equity investment, Term Loan debt conversion, and Credit Facility refinancing, to substantially deleverage our consolidated balance sheet.

These transactions raised additional capital for repayment of indebtedness and provide additional flexibility for working capital needs, which will also allow us to strategically invest in innovation and continue to execute our strategic initiatives, including but not limited to the growth of our First Day Complete program.

For additional information, see Part II - Item 8.

Financial Statements and Supplementary Data - Note 17.

Subsequent Events.

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We identify our segments in accordance with the way our business is managed (focusing on the financial information distributed) and the manner in which our chief operating decision maker allocates resources and assesses financial performance.

We have two reportable segments:

Retail and Wholesale.

Additionally, unallocated shared-service costs, which include various corporate level expenses and other governance functions, are not allocated to a specific reporting segment and continue to be presented as “Corporate Services”.

The following discussion provides information regarding the two segments.

RETAIL SEGMENT

The Retail Segment operates 1,245 college, university, and K-12 school bookstores, comprised of 707 physical bookstores and 538 virtual bookstores.

Our bookstores typically operate under agreements with the colleges, universities, or K-12 schools to be the official bookstore and the exclusive seller of course materials and supplies, including physical and digital products.

The majority of the physical campus bookstores have school-branded e-commerce websites, which we operate independently or along with our merchant service providers, and which offer students access to required and recommended course materials and affinity products, including emblematic apparel and gifts.

The Retail Segment offers existing and prospective clients the flexibility of physical, virtual or custom store solutions.

Students have access to the right course materials at the right time, combined with a superior in-house customer service department to help with ordering, delivery, and digital content inquiries.

At certain institutions, students also have the flexibility of using financial aid, and proprietary campus debit cards for their course material purchases.

The Retail Segment offers our BNC First Day ® equitable and inclusive access programs, consisting of First Day Complete and First Day , which provide faculty required course materials on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate, directly by the institution as a course charge or included in tuition.

We have entered into several agreements with major publishers, including Cengage Learning, McGraw-Hill Education and Pearson Education, to distribute their digital content through BNC First Day .

In Fiscal 2024, BNC First Day total sales increased by 37% from the prior year.

See BNC First Day Inclusive Access Programs discussion below.

In addition to BNC First Day programs, the Retail Segment offers a suite of digital content and services to colleges and universities, including a variety of open education resources (“OER”) course material.

In Fiscal 2024, in the Retail Segment, we signed contracts for 46 new physical and virtual bookstores for estimated first year annual sales of approximately $35 million, which is generally fully achieved as the store becomes fully-operational in their first full year of operations.

In Fiscal 2024, we closed 167 stores in the Retail Segment, with estimated annual sales of $109 million.

The Company’s strategic initiative is to close under-performing and less profitable stores.

Many institutions have adopted First Day Complete in Fiscal 2024 and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond.

These programs have allowed us to reverse historical long-term trends in course materials revenue declines as the growth of our BNC First Day programs offsets declines in a la carte courseware sales and closed store sales.

Currently, we estimate that approximately 27% of college and university affiliated bookstores in the United States are operated by their respective institutions.

We anticipate that schools will continue to outsource their campus bookstore, and we intend to aggressively pursue profitable new business opportunities to grow our Retail business footprint.

We evaluate each new contract based on established profitability measures to ensure we maintain a portfolio of profitable accounts.

Our ability to offer existing and prospective clients physical, virtual and custom store solutions is a key element of our competitive strategy.

BNC First Day Equitable and Inclusive Access Programs

BNC First Day ® Affordable Access Course Material Programs

We offer our BNC First Day ® affordable access course material programs, consisting of First Day Complete and First Day , which provide faculty-required course materials to students on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition.

• First Day Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion graduate classes), providing students both physical and digital materials.

The First Day Complete model drives substantially greater unit sales and sell-through for the bookstore.

• First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”).

The First Day Complete model drives

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Offering course materials through our equitable and inclusive access First Day Complete and First Day models is an important strategic initiative of ours to meet the market demands of substantially reduced pricing to students, as well as the opportunity to improve student outcomes, while, at the same time, increasing our market share, revenue and relative gross profits of course material sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

In Fiscal 2024, the growth of our BNC First Day programs offset the declines in a la carte courseware sales and closed store sales.

We are moving quickly to accelerate our First Day Complete strategy.

Many institutions adopted First Day Complete in Fiscal 2024, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond.

The following table summarizes our BNC First Day sales for the 52 weeks ended April 27, 2024 and April 29, 2023:

Dollars in millions 52 weeks ended

April 27, 2024 April 29, 2023 $ Increase

substantially greater unit sales and sell-through for the bookstore.

• First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”).

Offering course materials through our BNC First Day ® affordable access course material programs, First Day Complete and First Day , is an important strategic initiative of ours to meet the market demands of reduced pricing for students, as well as the opportunity to improve student outcomes, while, at the same time, increasing our market share, revenue and relative gross profits of course material sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

These affordable access course material programs have allowed us to reverse historical long-term trends in course materials revenue declines, which has been observed at those schools where such programs have been adopted.

We continue to move quickly to accelerate our First Day Complete strategy.

Many institutions adopted First Day Complete in Fiscal 2025, and we continue to scale the number of schools adopting First Day Complete.

During the 53 weeks ended May 3, 2025, BNC First Day ® total revenue increased by $119.9 million, or 25.3%, to $593.8 million compared to $473.9 million during the prior year period.

The following table summarizes our BNC First Day ® sales for the 53 weeks ended May 3, 2025 and 52 weeks ended April 27, 2024:

Dollars in millions 53 weeks ended 52 weeks ended

May 3, 2025 April 27, 2024 $ Increase

First Day Complete Sales

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$ 593.8 $ 473.9 $ 119.9 25%

First Day Complete Spring 2024 Spring 2023 # Increase

First Day Complete Spring Semester 2025

Spring Semester 2024

Number of campus stores 191 160 31 19%

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957,000 803,000 154,000 19%

(a) Total undergraduate and graduate student enrollment as reported by National Center for Education Statistics (NCES) as of October 26, 2023.

(a) Total undergraduate and graduate student enrollment as reported by National Center for Education Statistics (NCES) as of January 7, 2025.

Financing Arrangements

On June 10, 2024, we completed various transactions (the "Transactions"), including an equity rights offering, private equity investment, Term Loan debt conversion, and Credit Facility refinancing, to substantially deleverage our Consolidated Balance Sheet.

These Transactions raised additional capital for repayment of indebtedness and provide additional flexibility for working capital needs, which will also allow us to strategically invest in innovation and continue to execute our strategic initiatives, including but not limited to the growth of our First Day Complete program.

Upon closing of the Transactions on June 10, 2024:

• We received gross proceeds of $95.0 million of new equity capital through a $50.0 million new private equity investment (the “Private Investment”) led by Immersion and a $45.0 million equity rights offering (the "Rights Offering").

The Private Investment and the Rights Offering infused approximately $85.5 million of net cash proceeds after transaction costs, and resulted in Immersion obtaining a controlling interest in the Company.

• Our existing Term Loan lenders, TopLids and VitalSource, converted approximately $34.0 million of outstanding principal and accrued and unpaid interest into our Common Stock (the “Term Loan Debt Conversion”).

We recognized a loss on extinguishment of debt of $55.2 million in the Consolidated Statement of Operations in connection with the Term Loan Debt Conversion which represents the difference between the debt fair value and net carrying value, plus unamortized deferred financing costs related to the Term Loan.

As a result of the Term Loan Debt Conversion, the Term Loan and its related agreements were terminated.

• We refinanced our existing Credit Facility (the "Credit Facility Refinancing") providing access to a $325.0 million facility maturing in 2028.

The Credit Facility Refinancing has meaningfully enhanced our financial flexibility and reduced our annual interest expense.

On September 19, 2024, we entered into an at-the market ("ATM") sales agreement (the "September ATM Sales Agreement") with BTIG, LLC ("BTIG") under which we sold the maximum of $40.0 million of our Common Stock.

from time to time at a weighted-average price of $10.06 per share and received $39.2 million in proceeds, net of commissions.

BTIG, as the sales agent, sold the shares based upon our instructions (including as to price, time or size limits or other customary parameters or conditions).

We paid BTIG a commission of 2% of the gross sales proceeds of the Common Stock sold under the

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September ATM Sales Agreement.

We were not obligated to make any sales of Common Stock under the September ATM Sales Agreement.

On December 20, 2024, we entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which we sold the maximum of $40.0 million of our Common Stock from time to time at a weighted-average price of $10.42 per share and received $39.2 million in proceeds, net of commissions.

BTIG, as the sales agent, sold the shares based upon our instructions (including as to price, time or size limits or other customary parameters or conditions).

We paid BTIG a commission of 2% of the gross sales proceeds of the Common Stock sold under the December ATM Sales Agreement.

We were not obligated to make any sales of Common Stock under the December ATM Sales Agreement.

During the third quarter of Fiscal 2025, we issued and sold the maximum aggregate offering of $40.0 million of our Common Stock under the December ATM Sales Agreement, at a weighted-average price of $10.42 per share and received $39.2 million in proceeds, net of commissions.

We identify our segments in accordance with the way our business is managed.

During the 26 weeks ended October 26, 2024, management determined that a realignment of the Company's operating and reporting segments was necessary to better reflect the operations of the organization.

Following the appointment of a new Chief Executive Officer ("CEO") and the completion of milestone financing transactions in June 2024, we streamlined operations to focus on a centralized management structure to support company-wide procurement, marketing and selling, delivery and customer service.

Given the change in how the overall business is managed and how the current CEO (the current Chief Operating Decision Maker ("CODM")) assesses performance and allocates resources, we combined the operating results of the prior two segments, Retail and Wholesale, into one operating and reporting segment.

Prior period disclosures have been restated to reflect the change to one segment.

Relationship with Fanatics and Lids

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Lids manages in-store assortment planning and merchandising of emblematic apparel, headwear, and gift products for our partner campus stores, and Lids owns the inventory it manages, relieving us of the obligation to finance inventory purchases from working capital.

As the logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics, we recognize commission revenue earned for these sales on a net basis in our consolidated financial statements, as compared to the recognition of logo and emblematic general merchandise sales on a gross basis prior to April 2021.

Physical and Custom Campus Bookstore Solutions

We operate 707 physical campus bookstores.

As of May 3, 2025, we operated 653 physical campus bookstores.

Our physical bookstores are typically operated under management agreements with the college or university to be the official college or university bookstore and the exclusive seller of course materials and supplies, including physical and digital products sold in-store, online or through learning management systems.

We pay the school a percentage of sales for the right to be the official college or university bookstore and the use of the premises;

approximately half of our agreements do not have any minimum guaranteed amount to be paid to our partners.

less than 40% of our agreements have a minimum guaranteed amount to be paid to our partners.

In addition, we have the non-exclusive right to sell all items typically sold in a college bookstore both in-store and online.

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have the ability to integrate the store's systems with the colleges and university’s systems in order to accept student financial aid, university debit cards and other forms of payment.

We also have the ability to integrate the store's systems with the colleges and university’s systems in order to accept student financial aid, university debit cards and other forms of payment.

Our decentralized management structure empowers local teams to make decisions based on the local campus needs and fosters collaborative working relationships with our partners.

For those on-campus stores with a limited store footprint, we also offer solutions for institutions to provide general merchandise products at the physical on-campus store, with course materials offered virtually and fulfilled direct-to-student (either to an individual address or a central campus pick-up point).

The physical bookstore management contracts with colleges and universities typically include five-year terms with renewal options and are typically cancellable by either party without penalty with 90 to 120 days' notice.

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Our campus bookstores have an average relationship tenure of 17 years.

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Virtual Campus Bookstore Solutions

We operate 538 virtual campus bookstores.

As of May 3, 2025, we operated 493 virtual campus bookstores.

Our virtual bookstores generally operate under a contract as the institution’s official source of course materials with exclusive rights to book lists and access to online programs that link course materials to the courses offered by the school.

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We also operate Textbooks.com SM which is one of the largest e-commerce sites for new, used, and digital textbooks.

This division is primarily for direct-to-student sales.

This service is primarily for direct-to-student sales.

Customers and Distribution Network

As of April 27, 2024, we operate 707 physical college and university bookstore operations and 538 virtual bookstore operations (350 K-12 virtual stores or 65% and 188 Higher Education virtual stores or 35%) located in the United States, in 50 states and the District of Columbia.

Our Retail new business sales team is organized by specific territory and can offer all solutions (physical, virtual or custom store solutions) to public, state, private, community college, trade and technical, for-profit, online education institutions, within their respective territories.

As of May 3, 2025, we operated 653 physical college and university bookstore locations and 493 virtual bookstores (304 K-12 virtual stores or 62% and 189 Higher Education virtual stores or 38%) located in the United States, in 50 states and the District of Columbia.

Our sales team is organized by specific territory and can offer all solutions (physical, virtual or custom store solutions) to public, state, private, community college, trade and technical, for-profit, online education institutions, within their respective territories.

Product and Service Offerings

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Our physical and virtual bookstores provide a comprehensive e-commerce experience and a broad suite of affordable course materials.

Additionally, our physical campus stores are social and academic hubs through which students can access affordable course materials, along with emblematic apparel and gifts, trade books, technology, school supplies, café offerings, convenience food and beverages, and graduation products.

The majority of physical campus stores also have school-branded e-commerce sites which we operate independently or along with our merchant service providers, and which offer the same products as the on campus stores plus additional items.

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We work directly with faculty to ensure the course materials they have chosen for their courses are available in all required formats before the start of classes.

Our wholesale distribution channel enables our Retail Segment to optimize textbook sourcing, so they are able to more efficiently source and distribute a comprehensive inventory of affordable course materials to customers.

BNC's Adoption & Insights Portal (“AIP”) is an innovative platform that provides enhanced support for faculty and academic leadership to research, submit and monitor course material selections, further driving affordability and student success.

• Equitable and Inclusive Access.

As discussed above, we offer our BNC First Day ® equitable and inclusive access programs, consisting of First Day Complete and First Day , which provide faculty required course materials on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition.

Our wholesale distribution channel enables us to optimize textbook sourcing, so they are able to more efficiently source and distribute a comprehensive inventory of affordable course materials to customers.

• Affordable Access Course Material.

As discussed above, we offer our BNC First Day ® affordable access course material programs, consisting of First Day Complete and First Day , which provide faculty required course materials on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition.

We have contracted with VitalSource Technologies, Inc.

(“VitalSource”) to use their technology to power our BNC First

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Day inclusive access platform, for digitally formatted courseware, from all major publishers, including Cengage Learning, McGraw-Hill Education and Pearson Education, allowing us to accelerate and optimize BNC First Day implementations.

(“VitalSource”) , a global leader in building, enhancing and delivering digital content, to use their technology to support and enable our BNC First Day ® affordable access platform, for digitally formatted courseware, from all major publishers, including Cengage Learning, McGraw-Hill Education and Pearson Education, allowing us to accelerate and optimize BNC First Day ® implementations.

The seamless delivery is made possible by our BNC First Day ® technology and publishers' technology integrations with campus systems.

These initiatives provide students, faculty and institutions greater access to more affordable course materials.

These initiatives provide students, faculty and institutions with greater access to more affordable course materials.

First Day is offered on a class-by-class basis, as adopted by the individual instructors on a campus, as compared to First Day Complete , an institution adopts the program for all or the vast majority of undergraduate (and on occasion graduate) courses.

In Fiscal 2025, BNC First Day ® programs' total sales increased by 25.3% from the prior year.

First Day Complete offers the delivery of both digital and physical course materials priced at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte).

Offering course materials through our equitable and inclusive access programs is an important strategic initiative of ours to meet the market demands of substantially reduced pricing to students while, at the same time, increasing our market share, revenue and relative gross margins of course materials sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

First Day Complete

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offers the delivery of both digital and physical course materials priced at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte).

Offering course materials through our affordable access course material programs is an important strategic initiative of ours to meet the market demands of substantially reduced pricing to students while, at the same time, increasing our market share, revenue and relative gross profits of course materials sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

• eTextbooks.

We have contracted with VitalSource, a global leader in building, enhancing and delivering digital content, on our digital reading platform and digital content catalog.

The strategic relationship with VitalSource allows us to use its technology to power our BNC First Day platform, as well as our a la carte digital course material platform and catalog, for digitally formatted course materials, allowing us to accelerate and optimize BNC First Day implementations.

In addition to supporting and enabling our BNC First Day ® platform, our strategic relationship with VitalSource allows us to use its technology to enable our a la carte digital course material platform and catalog, for digitally formatted course materials.

• General Merchandise .

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We continue to enhance the user experience and product mix offered through our next generation e-commerce platform.

In Fiscal 2024, Retail Gross Comparable Store Sales for general merchandise increased by $6.6 million, or 1.2%.

We operate 47 True Spirit ® apparel and spirit shop e-commerce websites, through our F/L Relationship, which are virtual stores that appeal specifically to the alumni and sports fan base.

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The True Spirit ® e-commerce websites for athletic branded merchandise and the physical pop-up retail locations build our partner schools’ brands through alumni and athletics, fostering school spirit and capturing the excitement of collegiate sports.

We utilize event driven direct marketing strategies for events, such as tournaments and playoffs or homecoming events, to target an online population of students, alumni and sports fans, with emails, social media posts, and search engine marketing.

We utilize event driven marketing strategies around tournaments, playoffs, homecoming, and similar events, to target students, alumni and sports fans online, through email, social media, and search engine marketing.

• Cafés and Convenience Stores.

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Through our unique relationship with students, colleges and universities, and our premier locations on campus and online, we operate as a media channel for brands looking to target the college demographic, and derive revenue from these marketing programs.

We also focus on promoting lifestyle products to students and faculty by promoting various brands to connect on a much more personal level.

We create strategic, integrated campaigns which include research, email, social media, display advertising, on-campus events, signage, and sampling.

Our client list includes brands such as Clinique, College Ave, Dell, DoorDash, HelloFresh, Hewlett-Packard, and Wall Street Journal.

Our client list includes brands such as Clinique, College Ave, Dell, DoorDash, HelloFresh, Hewlett-Packard, and the Wall Street Journal.

Revenue from these services have high margin rates due to the relatively low incremental cost structure to provide these services.

• Wholesale Textbook Distribution.

Our large inventory of used textbooks consists of approximately 235,000 unique textbook titles in stock, and utilizes a highly automated distribution facility that is capable of processing over 21 million textbooks annually.

Additionally, we are a national distributor for rental textbooks offered through McGraw-Hill Education's consignment rental program (which includes approximately 1,292 titles) and Pearson Education’s consignment rental program (which includes approximately 998 titles).

Through our centrally located, advanced distribution center, we offer seamless integration of these consignment rental programs and centralized administration and distribution to 1,333 stores, including the retail stores.

These consignment rental programs are available to our wholesale customers, including institutionally run and contract managed campus bookstores, as well as our physical and virtual bookstores.

• Wholesale Inventory Management, Hardware and POS Software.

We sell hardware and a software suite of applications that provide inventory management and point-of-sale solutions to approximately 318 college bookstores.

We provide on-site installation for point-of-sale terminals and servers, and offer technical assistance through user training and our support center facility.

The cost savings and ease of deployment ensure clients get the most out of their management systems and create strong customer loyalty.

Merchandising and Supply Chain Management

Our purchasing procedures vary based on type of bookstore (physical or virtual) and by product type (i.e., course materials, general merchandise or trade books).

Our purchasing procedures vary based on the type of bookstore (physical or virtual) and by product type (i.e., course materials, general merchandise or trade books).

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Course Materials and Trade Books

The products that we sell originate from a wide variety of domestic and international vendors.

Our financial results are highly dependent upon our ability to build our textbook inventory from suppliers in advance of the selling season because the demand for used textbooks has historically been greater than the available supply.

Some textbook publishers supply textbooks pursuant to consignment or rental programs which could impact used textbook supplies in the future.

We are a national distributor for rental textbooks offered through McGraw-Hill Education's and Pearson Education’s consignment rental program.

We do not have long-term arrangements with most of our suppliers to guarantee availability of content or services, particular payment terms or the extension of credit limits.

If our current suppliers were to stop selling content or services to us on acceptable terms, including as a result of one or more supplier bankruptcies due to poor economic conditions or refusal by such suppliers to ship products to us due to delayed or extended payment windows as a result of our own liquidity constraints, we may be unable to procure the same content or services from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

Additionally, delayed or incomplete publisher shipments of physical textbook orders, or delays in receiving digital courseware access codes, could have an adverse impact on sales, including our BNC First Day ® Complete affordable access program, which relies upon timely receipt of inventory in advance of class start dates each academic term.

The broader macro-economic global supply chain issues may also impact our ability to source school supplies sold in our campus bookstores, including technology-related products and emblematic clothing and gifts.

Purchases are made at the bookstore level with strategic corporate oversight to determine purchase quantities and maintain appropriate inventory levels.

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For physical campus bookstores, we use an automated sourcing system to determine if another store has the necessary new or used textbooks on hand and may transfer the inventory to the appropriate store.

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The Retail Segment fulfillment order is directed first to our wholesale business before other sources of inventory are utilized.

Our wholesale business significantly increases our textbook supply at competitive prices, as well as our ability to liquidate non-returnable inventory.

Through this close inventory management, we consolidate textbook units from multiple Retail Segment stores and other non-traditional wholesale sources into fewer, but larger, store shipments, reducing our shipping expenses and providing for efficiency of store handling, which puts our books on the stores' shelves faster.

Our broad wholesale distribution channel and warehousing systems also drive inventory efficiencies by using real-time information regarding title availability, edition status and market prices, allowing the Retail Segment to optimize its course material sourcing and purchasing processes.

After internal sourcing, the bookstore purchases remaining inventory needs from outside suppliers and publishers.

Out of stock inventory is minimized by managing inventory through our Wholesale Segment.

The physical bookstores' fulfillment order is directed first to our wholesale operations before other sources of inventory are utilized.

The products that we sell originate from a wide variety of domestic and international vendors.

After internal sourcing, the bookstore purchases textbooks from outside suppliers and publishers.

Through this close inventory management, we consolidate textbook units from multiple retail stores and other non-traditional wholesale sources into fewer, but larger, store shipments, reducing our shipping expenses and providing for efficiency of store handling, which puts our books on the stores' shelves faster.

Our broad wholesale distribution channel and warehousing systems also drive inventory efficiencies by using real-time information regarding title availability, edition status and market prices, allowing us to optimize course material sourcing and purchasing processes.

After internal sourcing, the physical bookstores purchase remaining inventory needs from outside suppliers and publishers.

Out of stock inventory is minimized by managing inventory through our wholesale operations.

For course material sales and rentals, we utilize sophisticated inventory management platforms to manage pricing and inventory across all stores.

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Merchants meet with publishers on a regular basis to identify new titles and trends to support this changing business.

Through our proprietary Database Buying Guide, we have access to the best maintained, most accurate, and most complete source of college textbook information available, which is a key asset that allows us to develop superior supply and demand insights and risk management capabilities.

Our broad wholesale distribution channel and warehousing systems also drive inventory efficiencies, allowing us to optimize our textbook sourcing, distribution and liquidation processes for BNC’s retail stores.

We leverage our wholesale distribution channel and warehousing systems to optimize our low-cost physical textbook availability for use in our retail programs, including First Day Complete .

General Merchandise

General merchandise vendors and product selection is driven by our central merchant organization that is responsible for curating the overall product assortment, as well as in conjunction with Fanatics and Lids through our F/L Relationship for logo and emblematic general merchandise assortment in-store and online, respectively.

General merchandise vendors and product selection are driven by our central merchant organization that is responsible for curating the overall product assortment, as well as in conjunction with Lids and Fanatics through our F/L Relationship for logo and emblematic general merchandise assortment in-store and online, respectively.

Benchmarks are established across school type, region and the demographics of each of our schools to allow for store level insights and customization for a product assortment that is unique to address the needs of each school that we serve.

Our ability to support and promote our partner schools’ brands strengthens our relationships with the administration, faculty, alumni, fans, parents and students.

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Our ability to source school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing, is impacted by the broader macro-economic global supply chain.

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We have robust research capabilities that keep us ahead of the rapidly changing needs and behaviors of our customers, which allow us to proactively respond with relevant and dynamic solutions.

Our Barnes & Noble College Insights ® platform, which gives us the ability to reach approximately 7 million active students, parents, and alumni via email, and our on-campus activities and opportunities with students and faculty, help to guide and inform our strategies and direction.

Our Barnes & Noble College Insights ® platform, which gives us the ability to reach millions of active students, parents, and alumni via email, and our on-campus activities and opportunities with students and faculty, help to guide and inform our strategies and direction.

In addition, we expect to benefit from the F/L Relationship for insights on logo and emblematic merchandise, brand selection and style preferences, as Lids may be able to identify certain retail trends for similar age demographics at their more than 1,100 Lids retail locations.

We believe Lids has its finger on the pulse of the buyer behavior of the 12-20 year old student consumer to identify and act on trends prior to other retailers.

We believe Lids has its finger on the pulse of the buyer behavior of the 12 to 20 year-old student consumer to identify and act on trends prior to other retailers.

Our customizable technology delivers a seamless experience providing students and faculty with the ability to research, locate and purchase the most affordable course materials.

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Through our fully-integrated purchasing process, students can purchase their course materials in-store, online, or when registering for classes.

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Faculty and School Administrators

We support faculty and academic leadership with our proprietary online platform which allows for seamless content research, discovery and course material adoption, enabling them to offer course materials that are both relevant and affordable for their students.

Our retail business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters.

Our quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, the revenue impact of accounting principles with respect to the recognition of revenue associated with our equitable and inclusive access programs, the ability to secure inventory on a timely basis, as well as shifts in our fiscal calendar dates.

Our business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters.

Our quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in our fiscal calendar dates.

These shifts in timing may affect the comparability of our results across periods.

Retail product revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores.

Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized when the customer accesses the digital content as product revenue in our consolidated financial statements.

Product sales are recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores.

Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized upon delivery of the digital content as product revenue in our consolidated financial statements.

Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in our consolidated financial statements.

Depending on the product mix offered under the BNC First Day ® offerings, revenue recognized is consistent with our policies for product, digital and rental sales, net of an anticipated opt-out or return provision.

Given the growth of BNC First Day programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized.

When a school adopts our BNC First Day equitable and inclusive access offerings, cash collection from the school generally occurs after the institution’s drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.

As a higher percentage of our sales shift to BNC First Day equitable and inclusive access offerings, we are focused on efforts to better align the timing of our cash outflows to course material vendors and cash inflows from collections from schools.

As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the customer accesses the digital content compared to:

(i) the rental of physical textbook where revenue is recognized over the rental period, and (ii) a la carte courseware sales where revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores.

WHOLESALE SEGMENT

The Wholesale Segment is comprised of the wholesale and virtual retail fulfillment, and support operations of our MBS subsidiary.

The Wholesale Segment enables the Company to generate more value from the textbook marketplace through inventory and procurement synergies.

Since our acquisition of MBS in 2017, we have achieved certain operational and cost synergies by our ongoing integration of various activities and functions, such as new business sales, inventory management, customer support, and information technology support, amongst other activities.

We are one of the largest textbook wholesalers in the country, providing a comprehensive selection of new and used textbooks at a lower cost of supply to approximately 2,750 physical bookstores, including our Retail Segment's 707 physical campus bookstores.

Our wholesale business also sources and distributes new and used textbooks to our 538 virtual bookstores.

Additionally, through our Wholesale Segment, we sell hardware and a software suite of applications that provides inventory management and point-of-sale solutions to approximately 325 college bookstores.

Our Wholesale business provides a competitive advantage for our First Day Complete program, relative to other equitable access programs in the industry, as we are able to source more used physical textbooks for our First Day Complete program directly from our Wholesale Segment at a lower cost.

Additionally, our Wholesale Segment serves as a key consolidation and staging platform for individual student orders or First Day Complete local distribution, pre-timed shipping for bulk deliveries and direct-to-customer fulfillment for our Retail Segment bookstores' orders where the bookstore cannot fulfill the order locally.

Given the growth of BNC First Day ® affordable access course material programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized.

When a school adopts our BNC First Day ® affordable access course material offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in our third quarter given the timing of the Spring Term and our quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.

As a higher percentage of our sales shift to BNC First Day ® affordable access course material offerings, we are focused on efforts to better align the timing of our cash outflows to course material vendors and cash inflows from collections from schools.

As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the digital content is made available to the customer compared to:

(i) the rental of physical textbooks where revenue is recognized over the rental period, and (ii) a la carte courseware sales where revenue is recognized when the customer takes physical

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Product and Service Offerings

Product and Service offerings include:

• Wholesale Textbook Distribution.

Additionally, we are a national distributor for rental textbooks offered through McGraw-Hill Education's consignment rental program (which includes approximately 1,136 titles) and Pearson Education’s consignment rental program (which includes approximately 922 titles).

These consignment rental programs are available to our wholesale customers, including institutionally run and contract managed campus bookstores, as well as our physical and virtual bookstores.

• Wholesale Inventory Management, Hardware and POS Software.

We sell hardware and a software suite of applications that provides inventory management and point-of-sale solutions to approximately 325 college bookstores.

We provide on-site installation for point-of-sale terminals and servers, and offer technical assistance through user training and our support center facility.

The cost savings and ease of deployment ensure clients get the most out of their management systems and create strong customer loyalty.

Supply Chain Management

Our Wholesale Segment serves as the hub of BNED’s physical book ecosystem.

Since the demand for used textbooks has historically been greater than the available supply, our financial results are highly dependent upon Wholesale’s ability to build its textbook inventory from suppliers in advance of the selling season.

Our relationships with institutional bookstores, other bookstore operators, book dealers, publishers, and other distributors and wholesalers secures a supply of high demand new and used textbooks, which is critical to the success of the wholesale business.

The products that we sell originate from a wide variety of domestic and international vendors.

Our ability to source new and used textbooks is also impacted by the broader macro-economic global supply chain.

A primary supplier of used textbooks are students, through the return of previously rented and purchased books to their campus bookstore.

Through our proprietary Database Buying Guide, we have access to the best maintained, most accurate, and most complete source of college textbook information available - a key asset that allows us to develop superior supply and demand insights and risk management capabilities.

Our broad wholesale distribution channel and warehousing systems also drives inventory efficiencies, allowing us to optimize our textbook sourcing, distribution and liquidation processes for BNC’s retail stores.

We leverage our wholesale distribution channel and warehousing systems to optimize our low-cost physical textbook availability for use in our retail programs, including First Day Complete .

Customer Marketing Strategies

We have developed deep relationships with our wholesale customer base as a result of our substantial inventory of used textbooks, a comprehensive catalog of textbooks, and superior service and systems support.

We continue to maintain a portfolio of profitable accounts, given the demand for used and new textbooks has historically been greater than the available supply.

Our wholesale business is highly seasonal, as a major portion of quarterly sales and operating profit is realized during the first, second and third fiscal quarters, when textbooks are sold for retail distribution.

possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores.

We operate within a competitive and rapidly changing business environment, and each of our lines of business face competition for the products and services they offer.

As it relates to our full-service campus bookstore operations, Follett Corporation is the primary competitor for institutional contracts.

We also compete with other vendors, including eCampus, BBA Solutions, University Gear Shop, Valore Campus, Textbook Brokers, Texas Book Company, BibliU, Slingshot, Akademos, and on occasion, Ambassador Educational Solutions for virtual store operations.

As it relates to our full-service campus bookstore operations, Follett Corporation is our largest competitor for outsourced institutional contracts;

however, we also face increasing competition from other full service vendors, including eCampus, University Gear Shop, BibliU, Valore Campus, Textbook Brokers, and Slingshot.

We also compete with vendors such as Akademos, and on occasion, Ambassador Educational Solutions for virtual store operations.

We also face competition from direct-to-student course material channels, including Amazon, Chegg.com, publishers (e.g., Cengage Learning, Pearson Education and McGraw-Hill Education) that bypass the retail distribution channel by selling directly to students and institutions and other third-party websites and/or local bookstores.

We face competition from eTextbook/digital content providers VitalSource Technologies, Inc., and Red-Shelf, which offer independent bookstores a catalog of digital content and distribution services and also have direct-to-student selling channels for digital materials.

VitalSource recently acquired Akademos, providing a distribution solution for print materials.

VitalSource is the owner of Akademos, providing a distribution solution for print materials.

Competitors for institutional contracts for our cafe and convenience general merchandise offerings include Sodexo and Aramark.

Our general merchandise business also faces competition from direct-to-student sales from Walmart, Amazon, Dick’s

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Sporting Goods, Fanatics, Lids, and other third-party online retailers, physical and online office supply stores and local and national retailers that offer college-themed and other general merchandise.

Our general merchandise business also faces competition from direct-to-student sales from Walmart, Amazon, Dick’s Sporting Goods, Rally HouseFanatics, Lids, and other third-party online retailers, physical and online office supply stores and local and national retailers that offer college-themed and other general merchandise.

Competitors for our wholesale new and used textbook inventory and distribution include Amazon, GoTextbooks, Valore Books, and Texas Book Company.

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• Economic Environment:

Retail general merchandise sales are subject to short-term fluctuations driven by the broader retail environment and other economic factors, such as interest rate fluctuations and inflationary considerations.

General merchandise sales are subject to short-term fluctuations driven by the broader retail environment and other economic factors, such as interest rate fluctuations and inflationary considerations.

Broader macro-economic global supply chain issues could impact our ability to source textbooks, school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing.

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Enrollment trends, specifically at community colleges, generally correlate with changes in the economy and unemployment factors, e.g., low unemployment tends to lead to low enrollment and higher unemployment rates tend to lead to higher enrollment trends, as students generally enroll to obtain skills that are in demand in the workforce.

Additionally, enrollment trends are impacted by the dip in the United States birth rate resulting in fewer students at the traditional 18-24 year-old college age.

Additionally, enrollment trends are impacted by the dip in the United States birth rate resulting in fewer students at the traditional 18 to 24 year-old college age.

Online degree program enrollments continue to grow, which impacts the level of in-store traffic for general merchandise sales, just as for cafe and convenience products.

• Regulatory Trends:

In 2025, numerous actions and proposals by the federal government have created uncertainty for public and private college institutions, as well as their students.

These actions and proposals include:

restrictions on

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issuances of student visas, deportation of foreign students;

reduced federal funding for colleges and universities;

and reductions to, or the elimination of, student loan programs and potentially the elimination of the U.S.

Department of Education itself.

Should any of these actions and policies move forward, they, or even the threat of these actions continue, could negatively impact student enrollment at U.S.

colleges and universities, decrease operating budgets, and adversely affect our business and operating results and financial condition.

• Increased Use of Open Educational Resources ("OER"), Online and Digital Platforms as Companions or Alternatives to Traditional Course Materials, Including Artificial Intelligence ("AI") Technologies.

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In addition to the official physical or virtual campus bookstore, course materials are also sold through off-campus bookstores, e-commerce outlets, digital platform companies, and publishers, including Cengage Learning, McGraw-Hill Education and Pearson Education, bypassing the bookstore distribution channel by selling or renting directly to students and educational institutions, including student-to-student transactions over the Internet, and multi-title subscription access.

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• Suppliers, Supply Chain and Inventory.

The products that we sell originate from a wide variety of domestic and international vendors.

During Fiscal 2024, our four largest retail suppliers, excluding our wholesale business which fulfills orders for all our physical and virtual bookstores, accounted for approximately 28% of our merchandise purchased, with the largest supplier accounting for approximately 7% of our merchandise purchased.

During Fiscal 2025, our four largest suppliers accounted for approximately 54% of our merchandise purchased, with the largest supplier accounting for approximately 45% of our merchandise purchased.

Since the demand for used textbooks has historically been greater than the available supply, our financial results are highly dependent upon our wholesale business’ ability to build its textbook inventory from suppliers in advance of the selling season.

Some textbook publishers have begun to supply textbooks pursuant to consignment or rental programs which could impact used textbook supplies in the future.

Additionally, Wholesale is a national distributor for rental textbooks offered through McGraw-Hill Education's and Pearson Education’s consignment rental program.

Additionally, our wholesale business is a national distributor for rental textbooks offered through McGraw-Hill Education's and Pearson Education’s consignment rental program.

We do not have long-term arrangements with most of our suppliers to guarantee availability of merchandise, content or services, particular payment terms or the extension of credit limits.

If our current suppliers were to stop selling merchandise, content or services to us on acceptable terms, including as a result of one or more supplier bankruptcies due to poor economic conditions or refusal by such suppliers to ship products to us due to delayed or extended payment windows as a result of our own liquidity constraints, we may be unable to procure the same merchandise, content or services from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

Additionally, delayed or incomplete publisher shipments of physical textbook orders, or delays in receiving digital courseware access codes, could have an adverse impact on sales, including our BNC First Day Complete equitable access program, which relies upon timely receipt of inventory in advance of class start dates each academic term.

Additionally, delayed or incomplete publisher shipments of physical textbook orders, or delays in receiving digital courseware access codes, could have an adverse impact on sales, including our BNC First Day ® Complete affordable access course material program, which relies upon timely receipt of inventory in advance of class start dates each academic term.

The broader macro-economic global supply chain issues may also impact our ability to source school supplies and general merchandise sold in our campus bookstores, including technology-related products and emblematic clothing.

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• First Day Complete and First Day Models .

Offering course materials sales through our equitable and inclusive access First Day Complete and First Day models is a key, and increasingly important, strategic initiative of ours to meet the market demands of substantially reduced pricing to students.

Our First Day Complete and First Day programs contribute to improved student outcomes, while increasing our market share, revenue and relative gross profits of course materials sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

Offering course materials sales through our affordable access First Day Complete and First Day models is a key, and increasingly important, strategic initiative of ours to meet the market demands of substantially reduced pricing to students.

Our First Day Complete and First Day programs contribute to improved student outcomes, while increasing our market share, revenue and relative gross profits of course materials

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sales given the higher volumes of units sold in such models as compared to historical sales models that rely on individual student marketing and sales.

These programs have allowed us to reverse historical long-term trends in course materials revenue declines as the growth of our BNC First Day ® programs offsets declines in a la carte courseware sales and closed store sales.

We are moving quickly to accelerate our First Day Complete strategy.

Many institutions adopted First Day Complete in Fiscal 2024, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2025 and beyond.

We are moving quickly to accelerate our First Day Complete and First Day strategy.

Many institutions adopted First Day Complete in Fiscal 2025, and we continue to scale the number of schools adopting First Day Complete .

We cannot guarantee that we will be able to achieve these plans within these timeframes or at all.

Additionally, the United States Department of Education has recently proposed regulatory changes that, if adopted as proposed, could impact equitable and inclusive access models across the higher education industry.

• A Large Number of Traditional Campus Bookstores Have Yet to be Outsourced.

• Outsourcing Trends.

We continue to see the trend towards outsourcing in the campus bookstore market and also continue to see a variety of business models being pursued for the provision of course materials (such as equitable and inclusive access programs and publisher subscription models) and general merchandise.

We continue to see the trend towards outsourcing in the campus bookstore market and also continue to see a variety of business models being pursued for the provision of course materials (such as affordable access course material programs) and general merchandise.

• New and Existing Bookstore Contracts .

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Numerous laws and regulatory schemes have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on our business and operations.

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The Controlling and Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and similar laws adopted by most U.S.

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and similar laws adopted by most U.S.

states, which pertain directly or indirectly to commercial email, regulate unsolicited commercial emails, create criminal penalties for emails containing fraudulent headers and control other abusive online marketing practices.

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The Communications Decency Act provides that online service providers will not be considered the publisher or speaker of content provided by others, such as individuals who post content on an online service provider’s website.

The Company is subject to certain laws relating to the collection, use, retention, security and transfer of personal information.

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For our K-12 virtual campus bookstores, the Children's Online Privacy Protection Act of 1998 (“COPPA”) regulates the online collection of personal information about children under 13 years of age.

The Company is subject to certain laws related to the collection, use, retention, security and transfer of personal information.

In many cases, these laws and regulations apply to not only third-party transfers of personal information, but also may impact transfers of personal information among the Company and its affiliates.

In the absence of a federal comprehensive consumer data privacy law, 20 U.S.

states have enacted comprehensive consumer privacy laws as of April 29, 2024, including California, Colorado, Connecticut, Delaware, Indiana, Iowa, Kentucky, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah and Virginia.

states have enacted comprehensive consumer privacy laws as of May 3, 2025, including California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia.

HUMAN CAPITAL

As of April 27, 2023, we had approximately 3,750 domestic employees, of which approximately 2,400 were full-time and the remaining were regularly scheduled part-time employees, and approximately 120 full-time international employees.

In addition, we employed approximately 5,000 temporary and seasonal domestic employees during peak periods during Fiscal 2024.

Of our approximate 2,520 full-time employees, 2,250 work in our Retail Segment, 250 work in our Wholesale Segment, and 20 work in corporate support functions.

Our employees are not represented by unions, except for 9 employees, in locations with existing collective bargaining agreements and approximately 40 employees at a single location for which an initial collective bargaining agreement is pending negotiations.

As of May 3, 2025, we had approximately 3,559 domestic employees, of which approximately 2,200 were full-time and the remaining were regularly scheduled part-time employees, and approximately 152 full-time international employees.

In addition, we employed approximately 2,300 temporary and seasonal domestic employees in peak periods during Fiscal 2025.

Of our approximate 2,200 full-time employees, 1,392 work in our retail stores, 458 work in our wholesale business, and 350 work in corporate support functions.

Our employees are not represented by unions, except for 25 employees, in one location with an existing collective bargaining agreement.

We believe that our relationship with our employees is good.

Personnel Recruitment and Training

We believe our continued success is dependent in part on our ability to attract, retain and motivate quality employees.

Our success depends on our ability to promote and recruit qualified corporate personnel, regional and store managers and full-time and part-time store employees.

We believe our continued success is dependent in part on our ability to attract, retain and motivate quality employees, including qualified corporate personnel, regional and store managers and full-time and part-time store employees.

Regional managers are primarily responsible for recruiting new store managers, while store managers are responsible for the hiring and training of store employees.

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To attract and retain motivated and talented people, we look for opportunities to promote from within the Company.

We are always actively recruiting talented people with a passion for education for our retail stores and corporate offices, including our part-time and seasonal roles, and to be a part of our work study/internship program.

We are always actively recruiting talented people with a passion for education for our retail stores and corporate offices, including our part-time and seasonal roles.

To find our pool of talent, we network internally and externally via our talent acquisition team, through agency relationships and current employees whom we mobilize as “talent scouts” and brand ambassadors.

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We are committed to diversity in the workplace as we believe our company’s talent should reflect the faculty, students and communities we serve on each of our campuses.

As we aim to hire a truly diverse overall workforce, we have formed partnerships with Historically Black Colleges and Universities (“HBCUs”) and Hispanic Serving Institutions (“HSIs”) and are looking to continue developing relationships with veteran agencies and organizations that support individuals with disabilities to assist with the recruitment of these individuals.

Barnes & Noble Education is proud to be an equal opportunity employer.

Our Equal Employment Opportunity Policy ensures that all employment decisions are made without discrimination and with full access to opportunity.

We provide equal employment opportunities to all current and prospective employees and ensure that employment, training, compensation, transfer, promotion, and all conditions and privileges of employment are offered without regard to race, color, religion, national origin, gender, age, disability, sexual orientation, veteran status, or any other protected status.

This commitment is maintained in full compliance with all applicable national, state, and local laws.

We invest in our employees through structured training programs that offer all employees opportunities for development.

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We are committed to providing competitive pay and benefits to our employees.

Corporate and store management, including store directors, regional managers and store managers, are compensated with base pay plus annual bonuses based on financial metrics.

Corporate and store management, including store directors, regional managers and store managers, are compensated with base pay, and are also eligible to receive annual bonuses based on financial metrics.

We also offer equity awards to employees in several levels of management.

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We offer a competitive benefits package for eligible employees and an employee discount on merchandise purchased from our stores.

In addition, we offer an employee assistance program that provides employees and their family members immediate support and guidance, including access to free short-term licensed counseling services, as well as assessments and referrals for further services.

Employees have 24-hour access by phone and through an interactive website to find information and resources for hundreds of everyday work and life issues, search for clinicians, submit online service requests and participate in interactive, customizable self-improvement programs.

Diversity, Equity and Inclusion (“DEI”)

We are focused on creating an inclusive culture and a diverse employee base to better serve our diverse customer base.

We provide programming to our employees on diversity, equity and inclusion topics.

Approximately 66% of our full-time and part-time domestic employees identify as women and approximately 33% identify as ethnically diverse.

We have required all employees to complete training aimed at preventing harassment and discrimination.

To establish our DEI program, we engaged an outside consultant to evaluate current practices and impressions and assist us in educating employees on aspects of diversity and inclusion about which they may not have been aware.

We have developed a DEI blueprint to help fulfill our company’s mission and purpose to elevate lives through education and build a stronger sense of belonging by actively engaging employees and collaborating closely with the campuses we serve.

We understand that to affirm our mission and values, we must commit to a set of DEI best practices that will help us recognize changing demographics and shifting needs of the institutions, students, faculty and communities we serve in order to actively respond and adapt as needed.

Our DEI program is managed by Corporate Communications and our Chief Human Resources Officer and overseen by our Board of Directors.

The following is an overview of the DEI initiatives we have undertaken:

• Ensuring our commitment to DEI is clear to our employees and the constituents we serve by promoting the DEI statement we developed in Fiscal 2022;

• Continuing to update DEI policies as a fundamental element in the way we do business;

• Partnering with Billie Jean King Enterprises from January 2022 through March 2023 to help establish DEI programming and initiatives;

• Utilizing internal channels, including employee portals, to celebrate cultural themes, and calendars to help drive a greater sense of belonging for all employees across our company;

• Providing DEI learning and development opportunities including training on Diversity Awareness, Inclusive Leadership and Confronting Unconscious Bias;

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• Launching our Company’s Employee Resource Group (“ERG”) program, with a company-wide ERG survey, internal learning session, providing ongoing support for the first two ERGs:

Gender Equity and Community Pride 365 as well as internal communications on the programming and the groups’ initiatives;

• Partnering with our campus clients to explore new ways to increase our role as a model of diverse and inclusive business operations;

• Promoting campus partner activities;

• In recent years, we have hosted external webinars featuring partner institutions and industry experts on how to serve the evolving needs of students and their communities.

Discussions have included equitable access, solutions for the future workforce, how to better serve a diverse student population, Hispanic Serving Institutions and students with intellectual and developmental disabilities, and mental health and wellness.

further services.

Employee safety is a top priority.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth information regarding our executive officers, including their positions (ages as of June 21, 2024):

The following sets forth information regarding our executive officers, including their positions (ages as of November 19, 2025:

Name Age Position

Jonathan Shar 56 Chief Executive Officer

Miller 52 Executive Vice President, Corporate Development & Affairs, Chief Legal Officer, and Secretary

Jason Snagusky 45

Executive Vice President, Chief Financial Officer

Paul 60 Senior Vice President, Chief Accounting Officer

Jonathan Shar , age 55, was appointed Chief Executive Officer in June 2024.

Previously, Mr.

Shar served as our Executive Vice President, BNED Retail and President, Barnes & Noble College Booksellers, LLC since October 2021.

Prior to that, he served as Executive Vice President, Retail.

Shar has overall responsibility for the growth and profitability of the Company, including the development and implementation of client-focused solutions that deliver innovation and increased value to the higher education marketplace;

and providing strategic direction and operational leadership across the Company.

Shar also leads strategy and execution for merchandising, marketing, and business development, serving the higher education and K-12 markets.

Previously, Mr.

Shar served as Senior Vice President, Revenue and Product Development for the Company.

Prior to joining BNED in 2018, Mr.

Shar was Chief Marketing Officer at Akademos, Inc., an e-commerce and digital marketing company that provides online bookstore services, from 2014 to 2018.

He previously was the General Manager of NOOK Digital Content at Barnes & Noble, Inc.

where he oversaw business development, product development and marketing for the Global NOOK Newsstand, NOOK Video and NOOK Apps digital businesses.

Prior to his nearly five years with NOOK, he served as Senior Vice President and General Manager at CNNMoney, responsible for the CNNMoney website and mobile franchise.

Prior to that, he was Vice President of Consumer Marketing at Sports Illustrated Group and Director of Consumer Marketing for FORTUNE Magazine Group.

Miller , age 52, serves as our Executive Vice President, Corporate Development & Affairs, Chief Legal Officer, and Corporate Secretary.

Christopher Neumann

General Counsel & Corporate Secretary

Senior Vice President, Chief Accounting Officer

Jonathan Shar , age 56, has served as Chief Executive Officer since June 2024.

and leads the Company’s mission to support student success through innovative and accessible education solutions.

Under his leadership, BNED has navigated a rapidly evolving higher education landscape by driving strategic growth, operational excellence, and enhanced value for students, partner institutions and shareholders.

Since becoming CEO, Mr.

Shar has accelerated the expansion of BNED’s First Day ® program, setting new standards for affordability and access to course materials nationwide.

He has also strengthened the Company’s retail and digital operations, elevating the customer experience and deepening institutional partnerships through a client-focused approach that supports their highest-priority goals.

With an extensive background in education, digital content and media, Mr.

Shar brings a track record of transformative leadership.

Before becoming CEO, he served as Executive Vice President of BNED Retail and President of Barnes & Noble College, overseeing the Company’s campus bookstore and e-commerce strategy.

Prior to joining BNED, he held executive roles at Akademos, Barnes & Noble, Inc., CNNMoney and Time Inc., shaping growth and innovation across multiple industries.

Shar holds a Bachelor of Arts from Tufts University and an MBA from the University of Michigan.

Jason Snagusky , age 45, has served as Executive Vice President and Chief Financial Officer for Barnes & Noble Education since January 2024, and is a member of the Company’s executive team.

In this role, he is responsible for leading the Company’s financial management, including financial planning and operations, reporting, accounting, treasury, tax, internal audit and investor relations.

Snagusky joined the Company in 2007, working in various finance and treasury roles with increased levels of responsibility across the business.

In his most recent role prior to serving as Executive Vice President and Chief Financial Officer, he served as Senior Vice President, Treasurer, where he was responsible for financial planning, budgeting, forecasting, reporting and regulatory compliance, ensuring Barnes & Noble Education’s financial health and alignment with the Company’s strategic goals.

Snagusky also led the Loss Prevention & Procurement departments.

Prior to Barnes & Noble Education, he held positions at NYSE Euronext, Inc.

and Toys R Us, Inc.

Snagusky holds a B.S.

in Finance and Marketing from Lehigh University’s College of Business.

Christopher Neumann , age 55, has served as General Counsel and Corporate Secretary since March 2025, overseeing all aspects of the Company’s legal function.

Prior to joining the Company, from January 2018 to December 2024, he served in various roles for Six Flags Entertainment Corporation, most recently as General Counsel and Corporate Secretary.

From 2010 through 2017, Mr.

Neumann served as Vice President, Deputy General Counsel for Kaplan, Inc., an international educational services company, where he handled transactional matters and managed Kaplan’s U.S.

legal function.

Before joining Kaplan, Mr.

Neumann was an Associate General Counsel in BlackRock’s real estate private equity group.

Previously, Mr.

Miller served as Executive Vice President, Corporate Strategy and General Counsel.

Miller joined Barnes & Noble Education in April 2017.

Before joining the Company, he served as Executive Vice President, General Counsel and Secretary of Monster Worldwide, Inc.

from December 2008 through December 2016, as Vice President and Deputy General Counsel from July 2008 to December 2008, and as Vice President and Associate General Counsel from October 2007 to July 2008.

Prior to Monster, Mr.

Miller was Senior Counsel for Motorola, Inc.

from February 2007 to September 2007.

From June 2002 to January 2007, he served in various capacities as Senior Corporate Counsel for Symbol Technologies, Inc.

Prior to joining Symbol, Mr.

Miller was associated with both Sullivan & Cromwell, LLP and Winthrop, Stimson, Putnam & Roberts in New York.

Watson , age 58, was appointed as Executive Vice President, Chief Financial Officer in September 2023.

In this role, Mr.

Watson is responsible for the company’s financial management, including leading the accounting, treasury, tax, financial planning and operations, internal audit and investor relations teams.

Prior to joining BNED, he was Executive Vice President and Chief Financial Officer for Paraco Gas Corporation.

At Paraco, he oversaw the financial management of the Company, including accounting, tax, internal audit, human resources, information technology, supply chain, business intelligence, risk management, and mergers and acquisitions.

Before joining Paraco Gas in 2018, he served as a senior financial executive for Cablevision Systems Corporation, PanAmSat Corporation and Entex IT Services, as well as various finance roles at MCI Telecommunications and Prudential Securities, Inc.

Watson holds a Bachelor of Business Administration in Finance from Iona University.

Index to Form 10-K Index to FS

Paul , age 60, has served as our Senior Vice President, Chief Accounting Officer since July 2015.

In this role she manages the external reporting, technical accounting, and corporate accounting functions of the Company.

Prior to joining the Company, Ms.

Paul held positions of increasing responsibility at Covanta Holding Corporation, including Corporate Controller from July 2014 to July 2015, Senior Director-External Reporting & Technical Accounting from June 2013 to July 2014, Director-External Reporting from January 2011 to May 2013 and Manager-External Reporting from August 2005 to December 2010.

Paul is a Certified Public Accountant and has held various senior financial roles with several large companies, including Net2Phone, Sybase, Inc.

and Liberty Mutual Insurance Company.

Neumann was an attorney in Kirkland & Ellis’ New York office, representing clients in various corporate transactions.

Neumann holds a Juris Doctor from St.

John’s University School of Law and earned a B.S.

in Business Administration from the University of Vermont.

Gary Luster , age 58, has served as Senior Vice President, Chief Accounting Officer since March 2025, overseeing the Company’s accounting functions, ensuring compliance with financial regulations, and providing strategic financial leadership.

From August 2020 to June 2024, Mr.

Luster served as Vice President and Corporate Controller at TerrAscend, a publicly-traded vertically integrated a North American-cannabis operator.

Prior to that, from July 2019 to August 2020, Mr.

Luster served as Vice President of Accounting & Reporting at Capri Holdings Limited, the former parent company of luxury fashion brands Versace, Jimmy Choo, and Michael Kors.

From September 2016 to June 2019, he served as Senior Director and Assistant Corporate Controller at Tiffany & Co., a luxury jewelry and specialty retailer.

Luster holds both a BA and MBA from Rutgers University and is a Certified Public Accountant (CPA).

Index to Form 10-K Index to FS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business