What changed in this filing

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Item 1. Business

2026-07-09 compared with 2025-12-23 · 55 added, 63 removed, 369 unchanged (24% of the section changed)

4 unchanged sentences

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

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

“Fiscal 2026” means the 52 weeks ended May 2, 2026, and “Fiscal 2025” means the 53 weeks ended May 3, 2025.

"Fiscal 2027" means the 52 weeks ended May 1, 2027.

Barnes & Noble Education, Inc.

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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.

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.

Many institutions adopted First Day Complete in Fiscal 2026, and we plan to continue to scale the number of schools adopting First Day Complete in Fiscal 2027 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.

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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.

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

During the 52 weeks ended May 2, 2026, BNC First Day ® total revenue increased by $166.3 million, or 28.0%, to $760.1 million compared to $593.8 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:

The following table summarizes our BNC First Day ® sales for the 52 weeks ended May 2, 2026 and 53 weeks ended May 3, 2025:

Dollars in millions 52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024 $ Increase

May 2, 2026 May 3, 2025 $ Increase

First Day Complete Sales

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• 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.

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 Common Stock fair value upon conversion and the net carrying value of the Term Loan, 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.

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

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

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

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September ATM Sales Agreement.

parameters or conditions).

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

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

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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.

The current CEO (the current Chief Operating Decision Maker ("CODM")) assesses performance and allocates resources.

The Company currently operates as a single operating and reporting segment.

Relationship with Fanatics and Lids

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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).

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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 upon advance notice ranging from 90 to 180 days depending on the contract.

3 unchanged sentences

As of May 2, 2026, we operated 469 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.

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

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course materials to the courses offered by the school.

Our virtual-only solutions typically ship course materials directly to students, but also have the ability to offer ship-to-campus options.

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We pay the school a percentage of sales for the right to be the official college or university bookstore.

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

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

Customers and Distribution Network

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Product and Service Offerings

We offer a broad suite of affordable course materials, including new and used print textbooks (which are available for sale or rent), digital textbooks and publisher-hosted digital courseware, at our physical and virtual bookstores, as well as offered directly to students through Textbooks.com .

We offer a robust used textbook selection, unique guaranteed buyback program, dynamic pricing, and marketplace offerings.

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We have contracted with VitalSource Technologies, Inc.

(“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.

(“VitalSource”), a global leader in building, enhancing and delivering digital content, to use their technology to support 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.

2 unchanged sentences

In Fiscal 2026, BNC First Day ® programs' total sales increased by 28.0% from the prior year.

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).

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 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.

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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.

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• General Merchandise .

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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 the Wall Street Journal.

Our client list includes brands such as Neutrogena, College Ave, Dell, DoorDash, HelloFresh, YouTube, Venmo, 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.

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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

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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.

Additionally, delayed or incomplete publisher shipments of physical textbook orders, or delays in receiving

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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.

4 unchanged sentences

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

Additionally, we aggregate remaining store demand to place larger orders with publishers and distribute from our MBS facility to individual stores.

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

18 unchanged sentences

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.

3 unchanged sentences

With direct access to our customer base through both physical and digital channels, we drive awareness, revenue and loyalty for the schools that we serve.

We actively market and promote to all segments of our customer base for our physical and virtual bookstores, as well as Textbooks.com .

We actively market and promote to all segments of our customer base for our physical and virtual bookstores.

We develop fully-integrated marketing programs to drive engagement with the students, parents, alumni and fans to promote all of our product and services, with a focus on academic course material needs, as well as school spirit, supply, graduation and technology categories.

Textbooks.com marketing strategies target an online population of students, lifelong learners, parents and general textbook shoppers through a variety of channels including email, search engine marketing and affiliate marketing.

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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 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.

Our Barnes & Noble College Insights ® platform, gives us the ability to reach millions of active students, parents, and alumni via email.

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.

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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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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.

(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 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.

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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.

We face competition from eTextbook/digital content provider VitalSource Technologies, Inc., which offers independent bookstores a catalog of digital

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content and distribution services and also have direct-to-student selling channels for digital 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 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.

Our general merchandise business also faces competition from direct-to-student sales from Walmart, Amazon, Dick’s Sporting Goods, Rally House, 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.

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

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• 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.

In 2025 and into 2026, 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;

restrictions on issuances of student visas, deportation of foreign students;

reduced federal funding for colleges and universities;

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Cyber-attacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect.

We continue to invest in data protection, including insurance, and information technology to prevent or minimize these risks and, to date, we have not experienced any material service interruptions and are not aware of any material breaches.

We continue to invest in data

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protection, including insurance, and information technology to prevent or minimize these risks and, to date, we have not experienced any material service interruptions and are not aware of any material breaches.

• Distribution Network Evolving.

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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 and First Day strategy.

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.

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

Many institutions adopted First Day Complete in Fiscal 2026, 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.

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

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We also expect that certain less profitable or non-essential bookstores we operate may close, as we focus on the profitability of our stores.

In Fiscal 2025, the growth of our BNC First Day ® programs offset the declines in a la carte courseware sales and closed store sales.

In Fiscal 2026, the growth of our BNC First Day ® programs offset the declines in a la carte courseware sales.

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

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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.

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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.

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In the absence of a federal comprehensive consumer data privacy law, 22 U.S.

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.

states have enacted comprehensive consumer privacy laws as of May 2, 2026, including Alabama, California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oklahoma, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia.

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HUMAN CAPITAL

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Of our approximate 2,196 full-time employees, 1,397 work in our retail stores, 453 work in our wholesale business, and 346 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.

None of our employees are represented by unions.

We believe that our relationship with our employees is good.

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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

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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.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

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The following sets forth information regarding our executive officers, including their positions (ages as of July 3, 2026:

Name Age Position

Jonathan Shar 57 Chief Executive Officer

Jason Snagusky 45

Executive Vice President, Chief Financial Officer

Jason Snagusky 46 Executive Vice President, Chief Financial Officer

Christopher Neumann

General Counsel & Corporate Secretary

56 Executive Vice President, General Counsel & Corporate Secretary

58 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.

Jonathan Shar , age 57, 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.

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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.

Christopher Neumann , age 56, has served as Executive Vice President, 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.

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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.

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

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

4 unchanged sentences

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