MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: As of April 27, 2024, our authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.
+Added: Market Information
Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED.”
−Removed: On October 5, 2023, our shareholders approved an amendment and restatement of the Equity Incentive Plan to increase the number of shares available for issuance by an additional 4,500,000 of our Common Stock.
−Removed: We have reserved an aggregate of 17,909,345 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc.
−Removed: Equity Incentive Plan.
−Removed: Financial Statements and Supplementary Data - Note 12.
−Removed: Long-Term Incentive Compensation Expense .
−Removed: On June 5, 2024, our shareholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of Common Stock from 200,000,000 shares to 10,000,000,000 shares.
−Removed: 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.
−Removed: 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.
−Removed: For additional information, see Part II - Item 8.
−Removed: Financial Statements and Supplementary Data - Note 17.
−Removed: Subsequent Events.
−Removed: Because the rights issuance was offered to all existing stockholders at an exercise price that was less than the fair value of our Common Stock, as of such time, the weighted average shares outstanding and basic and diluted earnings (loss) per share were adjusted retroactively to reflect the bonus element of the rights offering for all periods presented by a factor of 5.03.
−Removed: On June 11, 2024, we completed a reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1-for-100 (the “Reverse Stock Split”), which was previously approved by stockholders at a special meeting held on June 5, 2024.
−Removed: In connection with the Reverse Stock Split, every 100 shares of the common stock issued and outstanding was converted into one share of the Company’s common stock.
−Removed: No change will be made to the trading symbol for the Company’s shares of Common Stock, “BNED,” in connection with the Reverse Stock Split.
−Removed: The Reverse Stock Split is part of the Company’s plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on the NYSE.
−Removed: Weighted average shares for both basic and diluted, prior to giving effect to the bonus element of the rights offering and the Reverse Stock Split was 52,935,533 for the 52 weeks ended April 27, 2024.
−Removed: As of April 27, 2024, there were approximately 672 registered holders of record of our common stock.
+Added: As of May 3, 2025, there were approximately 626 registered holders of record of our common stock.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
4 unchanged sentences
Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.
−Removed: During Fiscal 2024 and 2023, we did not repurchase shares under the stock repurchase program.
−Removed: As of April 27, 2024, approximately $26.7 million remains available under the stock repurchase program.
−Removed: During the years ended April 27, 2024 and April 29, 2023, we also repurchased 147,885 shares and 347,808 shares, respectively, of our common stock in connection with employee tax withholding obligations for vested stock awards.
−Removed: We paid no other dividends to common stockholders during the years ended April 27, 2024 and April 29, 2023.
+Added: During the fourth quarter of Fiscal 2025, we did not repurchase shares under the stock repurchase program.
+Added: As of May 3, 2025, approximately $26.7 million remains available under the stock repurchase program.
+Added: We did not pay any dividends to common stockholders during the fiscal years ended May 3, 2025 and April 27, 2024.
We do not intend to pay dividends on our common stock in the foreseeable future and dividend payments are not permitted under current or future financing arrangements.
−Removed: Index to Form 10-K Index to FS
−Removed: On April 16, 2024, our Board of Directors approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock.
−Removed: Each right will entitle stockholders to buy one one-thousandth of a share of our preferred stock at an established exercise price.
−Removed: The dividend was payable to holders of record as of the close of business on April 29, 2024.
−Removed: The rights will be exercisable only if a person or group acquires 10% or more of our outstanding common stock and various other criteria are met (the “Distribution Date”).
−Removed: Until the Distribution Date, the rights will not be exercisable;
−Removed: the rights will not be evidenced by separate rights certificates;
−Removed: and the rights will be transferable by, and only in connection with, the transfer of common stock.
−Removed: The rights will expire no later than January 31, 2025.
−Removed: SELECTED FINANCIAL DATA [RESERVED]
+Added: Unregistered Sales of Equity Securities
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.