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Item 8. Financial Statements and Supplementary Data

2026-07-09 compared with 2025-12-23 · 454 added, 2048 removed, 786 unchanged (76% of the section changed)

1 unchanged sentence

FINANCIAL STATEMENT INDEX

Report of BDO USA P.C., Independent Registered Public Accounting Firm, on the consolidated financial statements of Barnes & Noble Education, Inc.

for the year ended May 3, 2025 (PCAOB ID 243 )

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on the consolidated financial statements of Barnes & Noble Education, Inc.

for the year ended April 27, 2024 (PCAOB ID 42)

Consolidated Statements of Operations for the years ended May 3, 2025 and April 27, 2024

Consolidated Balance Sheets as of May 3, 2025 and April 27, 2024

Consolidated Statements of Cash Flows for the years ended May 3, 2025 and April 27, 2024

Consolidated Statements of Equity for the years ended May 3 , 202 5 and April 2 7 , 20 24

Report of BDO USA P.C., Independent Registered Public Accounting Firm (PCAOB ID 243 )

Consolidated Statements of Operations for the years ended May 2 , 202 6 and May 2 , 202 5

Consolidated Balance Sheets as of May 2 , 202 6 and May 3 , 202 5

Consolidated Statements of Cash Flows for the years ended May 2 , 202 6 and May 3 , 202 5

Consolidated Statements of Equity for the years ended May 2 , 202 6 and May 3 , 202 5

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Restatement of Previously Issued Consolidated Financial Statements

Basis of Presentation and Summary of Significant Accounting Policies

Store Closures and Impairment of Long-Lived Assets

Segment Reporting

Equity and Earnings Per Share

Income (Loss) Per Share

Fair Value Measurements

Participation Interest Purchase Agreement

Supplementary Information

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Concentration Risk

Selected Quarterly Financial Information (Unaudited)

Subsequent Events

Restatement of Quarterly Financial Information (Unaudited)

Subsequent Event

Financial Statement Schedule

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Barnes & Noble Education, Inc.

and subsidiaries (the “Company”) as of May 3, 2025, the related consolidated statements of operations, equity, and cash flows for the year then ended, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 3, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of May 3, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 22, 2025 expressed an adverse opinion thereon.

We have audited the accompanying consolidated balance sheets of Barnes & Noble Education, Inc.

(the “Company”) as of May 2, 2026 and May 3, 2025, the related consolidated statements of operations, equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 2, 2026 and May 3, 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of May 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated July 9, 2026 expressed an adverse opinion thereon.

Basis for Opinion

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We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Audit Committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Transactions - Product Sales

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Auditing the accuracy and existence of revenue from product sales was especially challenging due to the high degree of auditor effort in performing procedures, given the significance of revenue from product sales and the large volume of transactions.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the accuracy and existence of revenue transactions, on a sample basis, by inspecting invoices, evidence of delivery of physical and digital content, evidence of collectability, and other supporting information, where applicable.

Index to Form 10-K Index to FS

• Confirming certain revenue transactions with the customer or delivery of digital content with the provider.

• Evaluating the accuracy of product pricing by verifying the cost markup percentage against underlying contract terms for a selected sample of stores.

• Testing price changes, on a sample basis, to verify whether those changes were properly authorized.

Merchandise Inventories – Reserves for Non-Returnable Inventory

As described in Note 2 to the consolidated financial statements, the Company recognizes reserves for non-returnable inventory based on the history of liquidating non-returnable inventory, which includes certain assumptions, including markdowns and inventory aging.

We identified the auditing of the non-returnable inventory reserves as a critical audit matter.

The Company’s calculation of non-returnable inventory reserves used a number of assumptions, including markdowns and inventory aging.

As a result of the number of inputs to the manual calculations and volume of transactions, auditing non-returnable inventory reserves was especially challenging due to the extensive audit effort required.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the methodology used to calculate the non-returnable inventory reserves for reasonableness.

• Assessing the sensitivity of certain inputs and assumptions used in the reserve calculation.

• Testing the completeness and accuracy of the markdowns and the underlying data used in calculating the inventory aging.

• Recalculating the reserves using management’s established methodology and assumptions.

• Performing a historical trend analysis by comparing the inventory reserve for each inventory aging category to the related historical reserve.

• Performing a trend analysis of the estimated reserves as a percentage of gross inventory.

Accounting for Leases

As described in Note 10 to the consolidated financial statements, the Company recognizes lease assets and lease liabilities on its consolidated balance sheets for leases comprised of operations agreements which grant the Company the right to operate on-campus bookstores at colleges and universities;

real estate leases for office and warehouse operations;

and vehicle leases.

As described in Note 2 to the consolidated financial statements, the Company identified errors in its application of ASC 842, Leases , related to the accounting for the minimum annual commission guarantees, variable commission arrangements and related amortization associated with the Company's store operating agreements.

We identified the accounting evaluation of the minimum annual commission guarantees, variable commission arrangements and related amortization associated with the Company’s store operating agreements as a critical audit matter.

Our principal considerations included the existence of accounting complexities related to such evaluation and significant judgments involved in the interpretation of the terms of the agreements and in the application of the appropriate accounting guidance.

Auditing these elements required especially challenging and complex auditor judgment due to the nature and extent of audit effort required, including the extent of expertise needed.

The primary procedures we performed to address this critical audit matter included:

• Reviewing and analyzing:

(i) the terms of the operating agreements for a sample of on-campus bookstores at colleges and universities, and (ii) the Company’s application of the relevant accounting guidance under ASC Topic 842 for those selected samples.

• Utilizing firm personnel with expertise in the relevant technical accounting to assist in:

(i) evaluating the relevant terms of a representative example of the Company’s operating agreements for on-campus bookstores at colleges and universities and (ii) assessing the appropriateness of the conclusions reached by the Company.

Impact of the Investigation

As described in Note 2 to the consolidated financial statements, the Audit Committee initiated an investigation over the Company’s costs of sales associated with digital content and concluded that unsupported manual journal entries were recorded that improperly reduced cost of sales associated with digital content, with a reciprocal impact to accrued liabilities and accounts

Index to Form 10-K Index to FS

receivable (“the Investigation”).

As a result of the Investigation, the Company restated its previously reported financial statements.

Evaluating the sufficiency of audit procedures over the impact of the Investigation was determined to be a critical audit matter.

The principal considerations for our determination were:

(i) a high degree of auditor judgment and subjectivity that was required to design and execute incremental audit procedures and to assess the sufficiency of the audit procedures performed and evidence obtained, and (ii) the audit effort involved, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the sufficiency of the Investigation initiated by the Audit Committee, including using professionals with specialized skills and knowledge in forensic investigation.

• Expanding the nature and extent of fraud inquiries performed with Company personnel.

• Performing a system access review to evaluate whether any instances of inappropriate use of the in-scope applications existed.

• Considering the Investigation’s findings and performing incremental audit procedures over certain financial accounts, including:

• Testing the completeness and accuracy of the reconciliation for cost of sales associated with digital content.

• Confirming invoices for a selected vendor related to cost of sales associated with digital content.

• Performing additional journal entry testing.

• Testing the completeness and accuracy of the adjustments as a result of the Investigation.

/s/ BDO USA, P.C.

• Evaluating the accuracy and existence of revenue transactions, on a sample basis, by inspecting invoices, evidence of delivery of physical and digital content, and evidence of cash collected, where applicable.

• Obtaining confirmations directly from certain customers.

We have served as the Company's auditor since 2024.

/s/ BDO USA, P.C.

San Francisco, California

December 22, 2025

Index to Form 10-K Index to FS

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Barnes & Noble Education, Inc.

Florham, New Jersey

Florham Park, New Jersey

Opinion on Internal Control over Financial Reporting

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We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of May 3, 2025, the related consolidated statements of operations, equity, and cash flows for the year then ended, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”) and our report dated December 22, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 2, 2026 and May 3, 2025, the related consolidated statements of operations, equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”), and our report dated July 9, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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• Failure to maintain an effective risk assessment related to financial reporting, including the consideration of potential fraud and the impact of business changes on internal controls over financial reporting;

• Lack of effective control activities and, in some cases, the design of such control activities related to (a) the review and approval of manual journal entries, including maintaining appropriate segregation of duties, (b) information technology user access controls at a subsidiary, (c) the completeness and accuracy of information produced by the Company, (d) accounting for nonroutine transactions, (e) the monthly account reconciliation process, and (f) controls over lease accounting;

• Lack of effective control activities and, in some cases, the design of such control activities related to (a) the review and approval of manual journal entries, including maintaining appropriate segregation of duties, (b) the completeness and accuracy of information produced by the Company, (c) accounting for nonroutine transactions, (d) the monthly account reconciliation process, and (e) controls over lease accounting;

• Lack of effective information and communication activities to (a) timely communicate role expectations and backup responsibilities and (b) the evidence of reviews over the completeness and accuracy of information produced by the Company;

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Index to Form 10-K Index to FS

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements, and this report does not affect our report dated December 22, 2025, on those consolidated financial statements.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements, and this report does not affect our report dated July 9, 2026 on those consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

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San Francisco, California

December 22, 2025

Index to Form 10-K Index to FS

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Barnes & Noble Education, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Barnes & Noble Education, Inc.

and subsidiaries (the Company) as of April 27, 2024, the related consolidated statement of operations, equity and cash flows for the year ended April 27, 2024 and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 27, 2024, and the results of its operations and its cash flows for the year ended April 27, 2024, in conformity with U.S.

generally accepted accounting principles.

Restatement of 2024 Financial Statements

As discussed in Note 3 to the consolidated financial statements, the 2024 consolidated financial statements have been restated to correct misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2015 to 2024.

Iselin, New Jersey

July 1, 2024, except for Note 5, as to which the date is December 11, 2024, and the effects of the restatement disclosed in Note 3, as to which the date is December 22, 2025.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

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52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Product sales and other $ 1,564,365 $ 1,463,245

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Impairment loss

Other (income) expense

( 1,572 ) 19,409

Other (income) expense, net ( 4,281 ) ( 1,572 )

Operating income (loss)

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Interest expense, net 15,866 22,260

Loss from continuing operations before income taxes ( 61,569 ) ( 74,161 )

Income (loss) before income taxes 20,672 ( 61,569 )

Income tax expense

Loss from continuing operations, net of tax ( 65,825 ) ( 75,019 )

Loss from discontinued operations, net of tax of $ 0 and $ 20 , respectively

Net loss $ ( 65,825 ) $ ( 75,749 )

Loss per share of Common Stock

Basic and Diluted

Continuing operations $ ( 2.50 ) $ ( 28.18 )

Discontinued operations $ — $ ( 0.28 )

Total Basic and Diluted Net Loss per share

$ ( 2.50 ) $ ( 28.46 )

Weighted average shares of common stock outstanding - Basic and Diluted 26,298,984 2,662,296

Net income (loss) $ 16,872 $ ( 65,825 )

Earning per share - Basic and Diluted

Net income (loss) attributable to BNED shareholders - basic $ 0.49 $ ( 2.50 )

Net income (loss) attributable to BNED shareholders - diluted $ 0.49 $ ( 2.50 )

Weighted average shares of common stock outstanding - Basic 34,330,274 26,298,984

Weighted average shares of common stock outstanding - Diluted 34,614,155 26,298,984

See accompanying notes to consolidated financial statements.

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BARNES & NOBLE EDUCATION, INC.

AN\ SUBSIDIARIES

AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Current assets:

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52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Cash flows from operating activities:

Net loss $ ( 65,825 ) $ ( 75,749 )

Loss from discontinued operations, net of tax — ( 730 )

Loss from continuing operations, net of tax ( 65,825 ) ( 75,019 )

Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations:

Net income (loss) $ 16,872 $ ( 65,825 )

Adjustments to reconcile net income (loss) to net cash flows from operating activities

Depreciation and amortization expense 32,754 37,939

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Amortization of deferred financing costs 3,662 5,164

Interest expense (paid-in-kind)

Deferred taxes ( 1,135 ) ( 829 )

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Changes in other operating assets and liabilities, net ( 16,783 ) ( 127,048 )

Net cash flows used in operating activities from continuing operations

( 85,413 ) ( 1,545 )

Net cash flows used in operating activities from discontinued operations

Net cash flows used in operating activities

$ ( 85,413 ) $ ( 5,122 )

Net cash flows provided by (used in) operating activities $ 50,057 $ ( 85,413 )

Cash flows from investing activities:

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Proceeds from the sale of fixed assets

Net cash flows used in investing activities from continuing operations ( 12,101 ) ( 13,992 )

Net cash flows provided by investing activities from discontinued operations

Net cash flows (used in) provided by investing activities

$ ( 12,101 ) $ 7,403

Net cash flows provided by (used in) investing activities $ ( 16,196 ) $ ( 12,101 )

Cash flows from financing activities:

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Purchase of treasury shares — ( 5 )

Net cash flows provided by (used in) financing activities

$ 97,667 $ ( 5,699 )

Net increase (decrease) in cash, cash equivalents, and restricted cash

$ 153 $ ( 3,418 )

Net cash flows (used in) provided by financing activities $ ( 34,365 ) $ 97,667

Net (decrease) increase in cash, cash equivalents, and restricted cash $ ( 504 ) $ 153

Cash, cash equivalents, and restricted cash at beginning of year

28,723 28,570

Cash, cash equivalents, and restricted cash of continuing operations at end of year

28,723 28,570

Index to Form 10-K Index to FS

Cash, cash equivalents, and restricted cash at end of year 28,219 28,723

Supplemental cash flow information:

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Interest paid $ 12,531 $ 17,912

Income taxes paid (net of refunds) $ 2,130 $ ( 7,293 )

Income taxes paid (net of refunds) (See Note 16) $ 7,917 $ 2,130

See accompanying notes to consolidated financial statements.

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Common Stock Paid-In Deficit Treasury Stock Total

Shares Amount Capital As Restated

Amount Equity

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( 429 ) — — — 429 ( 4 ) ( 4 )

Net loss - As Restated

— — — ( 75,749 ) — — ( 75,749 )

Balance April 27, 2024 558,402 $ 6 $ 749,692 $ ( 646,746 ) 26,838 $ ( 22,552 ) $ 80,400

Stock-based compensation expense

— — 5,386 — — — 5,386

Vested equity awards 34,198 — — — — — —

Shares repurchased for tax withholdings for vested stock awards

( 429 ) — — — 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

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Principal stockholder expense reimbursement 1,940 1,940

Sale of Common Stock under ATM Agreements, net of commissions

7,814,965 78 78,372 — — — 78,450

Proceeds from sales of Common Stock under ATM facility, net of commissions 7,814,965 78 78,372 78,450

Net loss — — — ( 65,825 ) — — ( 65,825 )

Balance May 3, 2025 34,081,114 $ 341 $ 1,006,974 $ ( 712,571 ) 27,267 $ ( 22,556 ) $ 272,188

Stock-based compensation expense

— — 6,214 — — — 6,214

Vested equity awards 375,863 4 ( 839 ) — — — ( 835 )

Net income — — — 16,872 — — 16,872

Balance May 2, 2026 34,456,977 $ 345 $ 1,012,349 $ ( 695,699 ) 27,267 $ ( 22,556 ) $ 294,439

(a) Shares for all years are post-split amounts (restated to reflect the reverse stock split in fiscal 2025).

(b) Reflects the reclassification of dollar amounts between Common Stock and Additional Paid-In-Capital in the year the stock split occurred.

See accompanying notes to consolidated financial statements.

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(“BNED” or the "Company") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States.

We are also a textbook wholesaler, and bookstore management hardware and software provider.

We operate 1,146 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.

We provide product and service offerings designed to address the most pressing issues in higher education, including affordable 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 ® 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.

The Company is also a textbook wholesaler, and bookstore management hardware and software provider.

The Company operates 1,116 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.

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

The Company offers its 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.

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

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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.

The fiscal year periods for each of the last two fiscal years consisted of the 53 weeks ended May 3, 2025 (“Fiscal 2025”) and 52 weeks ended April 27, 2024 (“Fiscal 2024”).

On June 10, 2024, we completed various transactions (the "Transactions"), including an equity rights offering.

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 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 .

On June 11, 2024, we completed a reverse stock split of our outstanding shares of common stock at a ratio of 1-for-100 in which every 100 shares of the common stock issued and outstanding were converted into one share of our common stock.

All share and per-share data for all periods presented in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split and the bonus element resulting from the equity rights offering.

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

The fiscal year periods for each of the last two fiscal years consisted of the 52 weeks ended May 2, 2026 (“Fiscal 2026”) and 53 weeks ended May 3, 2025 (“Fiscal 2025”).

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.

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 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

Index to Form 10-K Index to FS

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(In thousands, except share and per share data)

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.

for products ordered through our websites and virtual bookstores.

See Revenue Recognition and Deferred Revenue discussion below.

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See the Revenue Recognition and Deferred Revenue discussion below.

Restatement of Previously Issued Consolidated Financial Statements

Certain information regarding the recording of cost of digital sales was brought to the attention of the Audit Committee of the Board of Directors (the “Audit Committee”).

With the assistance of outside counsel and advisors, we completed an investigation into certain accounting matters related primarily to the recording of cost of digital sales (the “Investigation”).

The Investigation identified unsupported manual journal entries that improperly reduced cost of sales, with a reciprocal impact to accrued liabilities and accounts receivable, in fiscal 2024 and fiscal 2025 and additional immaterial unsupported entries in periods prior to fiscal 2024.

The Investigation also concluded that certain revenue recognized in the third quarter of fiscal 2025 related to First Day Complete was incorrectly accelerated based upon incorrect opt-out assumptions;

this revenue automatically reversed in the fourth quarter based on actual opt-out rates.

The Restatement includes corrections related to the digital cost of sales matters identified in the Investigation as well as the following items:

Lease Accounting (ASC 842):

The Company identified errors in its application of Accounting Standards Codification ("ASC") 842 - Leases related to (i) minimum annual commission guarantees (“MAGs”) under store operating agreements, which were incorrectly treated as giving rise to new right of use ("ROU") assets and liabilities annually rather than as variable lease expense;

(ii) amortization of ROU assets for fixed guarantee leases, which was incorrectly recognized using an effective yield method rather than straight-line over the contract term;

(iii) recognition of commission expense for variable commission arrangements, which should have been recorded as incurred based on contractual rates rather than using blended effective yield calculations;

and (iv) other contract-specific ROU asset and lease liability miscalculations.

Lease-related corrections are reflected in all Restated Periods.

Textbook Rental Inventory:

A review of aged Textbook rental inventory identified $ 4.6 million of rental textbooks that should have been written off in fiscal years prior to fiscal 2025.

As a result, $ 2.7 million relating to fiscal 2023 and prior periods was recorded through retained earnings, and $ 1.9 million relating to fiscal 2024 was recorded in cost of sales.

Legal Settlement:

A $ 1.3 million class action settlement finalized in December 2024 was accrued in the fourth quarter of fiscal 2025.

Because the obligation was incurred in the third quarter, the liability and expense have been restated into the period ended January 25, 2025.

The quantitative impact of these restatement adjustments is presented in Note 3.

Restatement of Previously Issued Audited Consolidated Financial Statements and Note 21.

Restatement of Quarterly Financial Information (Unaudited).

Use of Estimates

In preparing consolidated financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes.

In preparing consolidated financial statements in conformity with GAAP, BNED is required to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes.

Actual results could differ from those estimates.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Discontinued Operations

On May 31, 2023, we completed the sale of these assets related to our Digital Student Solutions ("DSS") Segment for cash proceeds of $ 20,000 , net of certain transaction fees, severance costs, escrow, and other considerations.

During the 52 weeks ended April 27, 2024, we recorded a Gain on Sale of Business of $ 3,545 in Loss from Discontinued Operations, Net, related to the sale.

Net cash proceeds from the sale were used for debt repayment and provided additional funds for working capital needs under the Credit Facility.

The following table summarizes the operating results of the discontinued operations for the periods indicated:

52 weeks ended

Dollars in thousands April 27, 2024

Total sales $ 2,784

Cost of sales (a)

Gross profit (a)

Selling and administrative expenses 3,029

Depreciation and amortization 3

Gain on sale of business ( 3,545 )

Impairment loss (non-cash) (b)

Other expense (c)

Transaction costs 13

Operating loss ( 710 )

Income tax expense 20

Loss from discontinued operations, net of tax $ ( 730 )

(a) Cost of sales and Gross profit for the DSS Segment includes amortization expense (non-cash) related to content development costs of

$ 0 for the 52 weeks ended April 27, 2024.

(b) During the 52 weeks ended April 27, 2024, we recognized an impairment loss (non-cash) of $ 610 (both pre-tax and after-tax), comprised of $ 119 and $ 491 of property and equipment and operating lease right-of-use assets, respectively, on the Consolidated Statement of Operations as part of discontinued operations.

(c) During the 52 weeks ended April 27, 2024, we recognized restructuring and other charges of $ 3,308 , comprised of severance and other employee termination costs.

Cash and Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

As of May 3, 2025, we had cash on hand of $ 9,058 and restricted cash of $ 19,665 , comprised of $ 17,332 in the prepaid expenses and other current assets line item in the Consolidated Balance Sheet related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $ 2,333 in other noncurrent assets in the Consolidated Balance Sheet related to amounts held in trust for future distributions related to employee benefit plans.

As of April 27, 2024, we had cash on hand of $ 10,459 and restricted cash of $ 18,111 , comprised of $ 17,146 in other current assets in the Consolidated Balance Sheet related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $ 965 in other noncurrent assets in the Consolidated Balance Sheet related to amounts held in trust for future distributions related to employee benefit plans.

BNED considers all short-term, highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

As of May 2, 2026, BNED had cash on hand of $ 8,418 and restricted cash of $ 19,801 , comprised of $ 17,422 in the prepaid expenses and other current assets line item in the Consolidated Balance Sheet related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $ 2,379 in other noncurrent assets in the Consolidated Balance Sheet related to amounts held in trust for future distributions related to employee benefit plans.

As of May 3, 2025, BNED had cash on hand of $ 9,058 and restricted cash of $ 19,665 , comprised of $ 17,332 in other current assets in the Consolidated Balance Sheet related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $ 2,333 in other noncurrent assets in the Consolidated Balance Sheet related to amounts held in trust for future distributions related to employee benefit plans.

Accounts Receivable

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Components of accounts receivable are as follows:

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Trade accounts $ 67,749 $ 54,952

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Credit/debit card receivables 7,535 14,991

Other receivables 27,141 18,717

Other receivables (a)

40,565 27,141

Total receivables, net $ 116,526 $ 98,077

(a) Includes receivables from graduation regalia of $ 17.8 million and $ 11.0 million and textbook returns of $ 14.8 million and $ 11.0 million, respectively, as of May 2, 2026 and May 3, 2025.

Changes to the allowance for expected credit losses related to Accounts receivable are as follows:

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Allowance, beginning of period

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Accounts receivable are presented on our Consolidated Balance Sheets net of allowances.

An allowance for doubtful accounts is determined through an analysis of the aging of accounts receivable and assessments of collectability based on historical trends, the financial condition of our customers and an evaluation of current economic conditions.

We write-off uncollectible trade receivables once collection efforts have been exhausted and record bad debt expense related to textbook rentals not returned and the Company is unable to successfully charge the customer.

An allowance for credit losses is determined through an analysis of the aging of accounts receivable and assessments of collectability based on historical trends, the financial condition of our customers and an evaluation of current economic conditions.

BNED write-off uncollectible trade

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

receivables once collection efforts have been exhausted and record bad debt expense related to textbook rentals not returned and the Company is unable to successfully charge the customer.

Merchandise Inventories

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Textbook and trade book inventories for retail and wholesale are valued using the LIFO method.

The related LIFO reserve was not material to our inventory balance in Fiscal 2024.

In Fiscal, 2025 we recorded a LIFO adjustment of $ 6,446 .

For our physical bookstores, we estimate and accrue inventory shortage for the period between the last physical count and the balance sheet date.

In Fiscal 2026, there was no required LIFO adjustment.

In Fiscal, 2025 BNED recorded a LIFO adjustment of $ 6,446 .

For our physical bookstores, BNED estimates and accrue inventory shortage for the period between the last physical count and the balance sheet date.

Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends.

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.

The products that BNED sells originate from a wide variety of domestic and international vendors.

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

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Cloud Computing Arrangements

Implementation costs incurred in a cloud computing arrangement (or hosting arrangement) that is a service contract are

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use.

Implementation costs incurred in a cloud computing arrangement (or hosting arrangement) that is a service contract are amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use.

Implementation costs are included in prepaid expenses and other assets in the Consolidated Balance Sheets and amortized to selling and administrative expense in the Consolidated Statements of Operations.

Implementation costs incurred in cloud computing arrangements reflected in prepaid and other assets in the Consolidated Balance Sheets were $ 5,504 and $ 6,367 as of May 3, 2025 and April 27, 2024, respectively.

We had $ 2,730 and $ 4,286 of amortization of implementation costs in selling and administrative expense in the Consolidated Statements of Operations, for the 53 and the 52 weeks ended May 3, 2025 and April 27, 2024, respectively.

Implementation costs incurred in cloud computing arrangements reflected in prepaid and other assets in the Consolidated Balance Sheets were $ 3,548 and $ 5,504 as of May 2, 2026 and May 3, 2025, respectively.

BNED had $ 3,679 and $ 2,730 of amortization of implementation costs in selling and administrative expense in the Consolidated Statements of Operations, for the 52 and the 53 weeks ended May 2, 2026 and May 3, 2025, respectively.

Property and Equipment

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Maintenance and repairs are expensed as incurred, however major maintenance and remodeling costs are capitalized if they extend the useful life of the asset.

We had $ 22,876 and $ 27,281 of depreciation expense in the Consolidated Statements of Operations for the 53 and 52 weeks ended May 3, 2025 and April 27, 2024, respectively.

BNED had $ 18,190 and $ 22,876 of depreciation expense in the Consolidated Statements of Operations for the 52 and 53 weeks ended May 2, 2026 and May 3, 2025, respectively.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Components of property and equipment are as follows:

Useful Life May 3, 2025 April 27, 2024

Useful Life May 2, 2026 May 3, 2025

Property and equipment:

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Intangible Assets

Amortizable intangible assets as of May 3, 2025 and April 27, 2024 are as follows:

Amortizable intangible assets are as follows:

As of May 2, 2026

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Amortization Total

Customer relationships 5 - 9

Customer relationships (a)

$ 174,880 $ ( 117,080 ) $ 57,800

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$ 178,380 $ ( 120,288 ) $ 58,092

As of April 27, 2024

As of May 3, 2025

Amortizable intangible assets Estimated Useful Life Gross

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$ 213,180 $ ( 134,939 ) $ 78,241

(a) Other consists of recognized intangibles for non-compete agreements and trade names

(a) Includes $ 6.0 million of accumulated charges related to store closures and impairments.

Store Closures and Impairments.

(b) Other consists of recognized intangibles for non-compete agreements and trade names

All amortizable intangible assets are being amortized over their useful life on a straight-line basis.

Aggregate Amortization Expense:

For the 52 weeks ended May 2, 2026

For the 53 weeks ended May 3, 2025

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

All amortizable intangible assets are being amortized over their useful life on a straight-line basis.

Aggregate Amortization Expense:

For the 53 weeks ended May 3, 2025

For the 52 weeks ended April 27, 2024

Estimated Amortization Expense:

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After 2031 $ 21,422

Total $ 58,092

See Impairment of Long-Lived Assets below for discussion of impairment loss related to intangible assets.

We recognize lease assets and lease liabilities on the Consolidated Balance Sheets for all operating lease arrangements based on the present value of future lease payments as required by ASC 842 , Leases .

We do not recognize lease assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less).

We recognize lease expense for contracts with fixed lease payments on a straight-line basis over the contractual term.

We recognize variable lease payments as incurred.

We recognize lease expense related to our college and university contracts as cost of sales in our Consolidated Statements of Operations and we recognize lease expense related to our various office spaces as selling and administrative expenses in our Consolidated Statements of Operations.

BNED recognizes lease assets and lease liabilities on the Consolidated Balance Sheets for all operating lease arrangements based on the present value of future lease payments as required by ASC 842 , Leases .

BNED does not recognize lease assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less).

BNED recognizes lease expense for contracts with fixed lease payments on a straight-line basis over the contractual term.

BNED recognizes variable lease payments as incurred.

BNED recognizes lease expense related to our college and university contracts as cost of sales in our Consolidated Statements of Operations and recognizes lease expense related to various office spaces as selling and administrative expenses in our Consolidated Statements of Operations.

For additional information, see Note 11.

Impairment of Long-Lived Assets

Evaluation of Long-Lived Assets and Impairment

As of May 2, 2026, our long-lived assets include property and equipment, operating lease right-of-use assets, amortizable intangibles, and other noncurrent assets of $ 34,123 , $ 145,594 , $ 58,092 , and $ 17,625 , respectively, on our Consolidated Balance Sheet.

As of April 27, 2024, our long-lived assets include property and equipment, operating lease right-of-use assets, amortizable intangibles, and other noncurrent assets of $ 52,912 , $ 217,336 , $ 94,191 , and $ 24,703 , respectively, on our Consolidated Balance Sheet.

We review our long-lived assets for impairment whenever events or changes in circumstances, including but not limited to contractual changes, renewals or amendments are made to agreements with our college, university, or K-12 schools, indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 , Accounting for the Impairment or Disposal of Long-Lived Assets .

We evaluate the long-lived assets for impairment at the lowest asset group level for which individual cash flows can be identified.

When evaluating long-lived assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future undiscounted cash flows.

As of May 3, 2025, our long-lived assets include property and equipment, operating lease right-of-use assets, amortizable intangibles, and other noncurrent assets of $ 40,229 , $ 183,695 , $ 78,241 , and $ 22,735 , respectively, on our Consolidated Balance Sheet.

BNED reviews our long-lived assets for impairment whenever events or changes in circumstances, including but not limited to contractual changes, renewals or amendments are made to agreements with our college, university, or K-12 schools, indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 , Accounting for the Impairment or Disposal of Long-Lived Assets .

BNED evaluates the long-lived assets for impairment at the lowest asset group level for which individual cash flows can be identified.

When evaluating long-lived assets for potential impairment, BNED first compares the carrying amount of the asset group to the estimated future undiscounted cash flows.

The impairment loss calculation compares the carrying amount of the assets to the fair value based on estimated discounted future cash flows.

If required, an impairment loss is recorded for that portion of the asset’s carrying value in excess of fair value.

See Note 3, Store Closures and Impairment of Long-Lived Assets.

Many colleges and universities are providing alternatives to traditional in-person instruction, including online and hybrid learning options.

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These combined events have reduced on-campus activity, as well as increased competition and disintermediation, continue to impact the Company’s course materials and general merchandise business.

During Fiscal 2025, we evaluated certain of our store-level long-lived assets in the retail business for impairment.

Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $ 1,713 (both pre-tax and after-tax), comprised of $ 314 , $ 290 , and $ 1,109 of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the Consolidated Statements of Operations.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

During Fiscal 2024, we evaluated certain of our store-level long-lived assets in the retail business for impairment.

Based on the results of the impairment tests, we recognized an impairment loss (non-cash) of $ 7,166 (both pre-tax and after-tax), comprised of $ 405 , $ 3,600 , and $ 3,161 of property and equipment, operating lease right-of-use assets, and amortizable intangibles, respectively, on the Consolidated Statements of Operations.

The fair value of the impaired long-lived assets was determined using an income approach (Level 3 input), using the Company’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations.

5 unchanged sentences

Product sales and rentals

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

The majority of our revenue is derived from the sale of products through our bookstore locations, including virtual bookstores, and our bookstore affiliated e-commerce websites, and contains a single performance obligation.

Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for the products.

Revenue from sales of our products is recognized at the point in time when control of the products is transferred to our customers in an amount that reflects the consideration BNED expects to be entitled to in exchange for the products.

For additional information, see Note 4.

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Rental periods are typically for a single semester and are always less than one year in duration.

We offer a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so.

We record the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout.

In these instances, we accelerate any remaining deferred rental revenue at the point of sale.

BNED offers a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so.

BNED records the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout.

In these instances, BNED accelerated any remaining deferred rental revenue at the point of sale.

Such buyouts have historically been, and continue to be, immaterial to the financial statements.

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When a school adopts our BNC First Day ® affordable access course material program 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.

We estimate returns based on an analysis of historical experience.

BNED estimates returns based on an analysis of historical experience.

A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.

For sales and rentals involving third-party products, we evaluate whether we are acting as a principal or an agent.

Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer.

There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain

For sales and rentals involving third-party products, BNED evaluates whether BNED is acting as a principal or an agent.

Our determination is based on our evaluation of whether BNED controls the specified goods or services prior to transferring them to the customer.

There are significant judgments involved in determining whether BNED controls the specified goods or services prior to transferring them to the customer including whether BNED has the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service.

For those transactions where BNED is the principal, BNED records revenue on a gross basis, and for those transactions where BNED is an agent to a third-party, BNED records revenue on a net basis.

Our logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics and BNED recognizes commission revenue earned for these sales on a net basis in our consolidated financial statements.

BNED does not have gift card or customer loyalty programs.

BNED does not treat any promotional offers as expenses.

Sales tax collected from our customers is excluded from reported revenues.

Our payment terms are generally 30 days and do not extend beyond one year.

Service and other revenue

Service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within our physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, and revenue from other programs.

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

substantially all of the remaining benefits from the good or service.

For those transactions where we are the principal, we record revenue on a gross basis, and for those transactions where we are an agent to a third-party, we record revenue on a net basis.

Our logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics and we recognize commission revenue earned for these sales on a net basis in our consolidated financial statements.

We do not have gift card or customer loyalty programs.

We do not treat any promotional offers as expenses.

Sales tax collected from our customers is excluded from reported revenues.

Our payment terms are generally 30 days and do not extend beyond one year.

Service and other revenue

Brand marketing agreements often include multiple performance obligations which are individually negotiated with our customers.

For these arrangements that contain distinct performance obligations, we allocate the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract.

For these arrangements that contain distinct performance obligations, BNED allocates the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract.

The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and over time for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions.

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Long-Term Incentive Compensation

We have granted awards in accordance with the Barnes & Noble Education Inc.

BNED has granted awards in accordance with the Barnes & Noble Education Inc.

Equity Incentive Plan (the “Equity Incentive Plan”).

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The costs of advertising are expensed as incurred during the year pursuant to ASC 720-35 , Advertising Costs .

Advertising costs charged to selling and administrative expenses were $ 5,235 and $ 5,784 in the Consolidated Statements of Operations for the 53 and 52 weeks ended May 3, 2025 and April 27, 2024, respectively.

Advertising costs charged to selling and administrative expenses were $ 4,142 and $ 5,235 in the Consolidated Statements of Operations for the 52 and 53 weeks ended May 2, 2026 and May 3, 2025, respectively.

The provision for income taxes includes federal, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities.

The deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse.

We regularly review deferred tax assets for recoverability and establish a valuation allowance, if determined to be necessary.

BNED regularly reviews deferred tax assets for recoverability and establish a valuation allowance, if determined to be necessary.

For additional information, see Note 16.

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Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (the "FASB") issued ASU No.

2025-07 (“ASU 2025-07”), Derivatives and Hedging (Topic 815) ( "Topic 815") and "Revenue from Contracts with Customers (Topic 606)." The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.

This ASU also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.

The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted.

The Company adopted ASU No.

2025-07 during the fiscal quarter ending November 2, 2025.

Participation Interest Purchase Agreement for discussion on the impact of the adoption.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances annual income tax disclosure requirements, including additional information related to the effective tax rate reconciliation and income taxes paid.

The Company adopted this guidance on a retrospective basis during the fourth quarter of fiscal 2026.

Adoption of the ASU did not impact the Company's consolidated financial position, results of operations, cash flows, or earnings per share, but resulted in enhanced income tax disclosures in the notes to the consolidated financial statements.

See Note 16, Income Taxes .

Recently Issued But Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 modernizes and simplifies the accounting for software development costs by establishing a single capitalization framework for all internally developed or acquired software, regardless of whether the software is intended for internal use, to be sold, or to be used in delivering products and services.

The new guidance retains the concept of project stages but eliminates the historical distinction

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

between internal-use software and software to be sold or marketed.

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

The new guidance retains the concept of project stages but eliminates the historical distinction between internal-use software and software to be sold or marketed.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

1 unchanged sentence

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.

In September 2025, the Financial Accounting Standards Board (the "FASB") issued ASU No.

This ASU also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.

The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted.

The Company plans to adopt the ASU during the fiscal quarter ending November 2, 2025.

Derivative for discussion on the impact of the adoption.

In November 2024, the FASB issued ASU No.

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The Company is evaluating the impact that adopting this guidance will have on the Company's disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures to improve annual income tax disclosure requirements, primarily to (1) disclose specific categories in the rate reconciliation (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) enhance cash tax payment disclosures.

This ASU, which can be applied either prospectively or retrospectively, is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently assessing this guidance and determining the impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This guidance is effective for the Company for the annual report for the fiscal year ended May 3, 2025 and subsequent interim periods.

The Company adopted ASU 2023-07 for its annual period ended May 3, 2025.

The impact of the adoption did not have a material impact on our consolidated financial statements.

Restatement of Previously Issued Audited Consolidated Financial Statements

Subsequent to filing the Company's April 27, 2024 Annual Report on Form 10-K for the fiscal year ended April 27, 2024 with the SEC on July 1, 2024, the Company determined that the accounting for certain transactions related to the cost of sales for digital content, its accounting for leases in accordance with ASC 842, and certain other immaterial accounting transactions resulted in a material misstatement to its previously reported financial statements.

See Restatement of Previously Issued Consolidated Financial Statements in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies for additional information.

As a result, the Company has restated its audited financial statements for the fiscal year ended April 27, 2024, to reflect the impact of these errors.

The Company has also restated the impacted amounts within the accompanying Notes to the Consolidated Financial Statements.

Below are tables that reconcile the previously filed audited financial statements with the "As Restated" financial statements on this Form 10-K.

The following table reflects the impact of the restatements to the specific line items presented in the Company’s previously reported Consolidated Statement of Operations for the fiscal year ended April 27, 2024:

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Summary of Restatements

Consolidated Statements of Operations

April 27, 2024

Digital Cost Of Sales (a)

Product and other cost of sales $ 5,739

Product and other cost of sales $ 3,858

Rental cost of sales $ 327

Income tax expense $ 675

Other Adjustments (c)

Rental cost of sales $ 1,939

Total Statement Of Operations

Product and other cost of sales $ 9,597

Rental cost of sales $ 2,266

Income tax expense (e)

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Consolidated Balance Sheets

April 27, 2024

Digital Cost Of Sales (a)

Accounts receivable $ ( 5,272 )

Accrued liabilities 467

Accumulated deficit

Operating lease right-of-use assets 14,814

Accrued liabilities 20,714

Current operating lease liabilities ( 25,246 )

Long-term deferred taxes, net 675

Long-term operating lease liabilities ( 1,566 )

Accumulated deficit (d)

Other Adjustments (c)

Textbook rental inventories ( 4,677 )

Accumulated deficit (d)

Total Balance Sheet

Accounts receivable ( 5,272 )

Textbook rental inventories ( 4,677 )

Operating lease right-of-use assets 14,814

Accrued liabilities 21,181

Current operating lease liabilities ( 25,246 )

Long-term deferred taxes, net

Long-term operating lease liabilities ( 1,566 )

Accumulated deficit

(a) Reflects adjustments to correct errors related to the recording of Cost of Digital Sales

(b) Reflects adjustments related to the Company's accounting for its store operating agreements in accordance with ASC 842, Leases .

(d) Reflects adjustments of $ 25,097 related to lease accounting and $( 2,738 ) related to rental-inventory write-off, each pertaining to periods prior to fiscal 2024.

(e) Reflects the corresponding tax impact recorded for the restatement adjustments.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

52 Weeks Ended April 27, 2024

As Previously Adjustments (1)

Product sales and other $ 1,430,456 $ — $ 1,430,456

Rental income 136,679 — 136,679

Total sales 1,567,135 — 1,567,135

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales 1,135,376 9,597 1,144,973

Rental cost of sales 74,983 2,266 77,249

Total cost of sales 1,210,359 11,863 1,222,222

356,776 ( 11,863 ) 344,913

Selling and administrative expenses 311,574 — 311,574

Depreciation and amortization expense 40,560 — 40,560

Impairment loss

7,166 — 7,166

Other expense

19,409 — 19,409

Operating loss

( 21,933 ) ( 11,863 ) ( 33,796 )

Interest expense, net 40,365 — 40,365

Loss from continuing operations before income taxes ( 62,298 ) ( 11,863 ) ( 74,161 )

Income tax expense 183 675 858

Loss from continuing operations, net of tax ( 62,481 ) ( 12,538 ) ( 75,019 )

Loss from discontinued operations

( 730 ) — ( 730 )

$ ( 63,211 ) $ ( 12,538 ) $ ( 75,749 )

Loss per share of Common Stock

Basic and Diluted

Continuing operations $ ( 23.47 ) $ ( 4.71 ) $ ( 28.18 )

Discontinued operations $ ( 0.28 ) $ — $ ( 0.28 )

Total Basic and Diluted Net Loss per share

$ ( 23.75 ) $ ( 4.71 ) $ ( 28.46 )

Weighted average shares of common stock outstanding - Basic and Diluted 2,662,296 2,662,296

(1) See Summary of Restatements above.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

The following table reflects the impact of the restatements to the specific line items presented in the Company’s previously reported Consolidated Balance Sheet as of April 27, 2024 (in thousands, except share and share data):

52 Weeks Ended April 27, 2024

As Previously Opening

Adjustment (1)

Reported Adjustments

Current assets:

Cash and cash equivalents $ 10,459 $ — $ — $ 10,459

Accounts receivable

104,110 — ( 5,272 ) 98,838

Merchandise inventories, net 344,037 — — 344,037

Textbook rental inventories 32,992 ( 2,738 ) ( 1,939 ) 28,315

Prepaid expenses and other current assets 39,158 — — 39,158

Total current assets 530,756 ( 2,738 ) ( 7,211 ) 520,807

Property and equipment, net 52,912 — — 52,912

Operating lease right-of-use assets 202,522 11,795 3,019 217,336

Intangible assets, net 94,191 — — 94,191

Other noncurrent assets 24,703 — — 24,703

Total assets 905,084 9,057 ( 4,192 ) 909,949

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable 299,157 — — 299,157

Accrued liabilities 77,441 15,182 5,999 98,622

Current operating lease liabilities 102,206 ( 22,170 ) ( 3,076 ) 76,960

Total current liabilities 478,804 ( 6,988 ) 2,923 474,739

Long-term deferred taxes, net 1,289 — 675 1,964

Long-term operating lease liabilities 142,193 ( 6,314 ) 4,748 140,627

Other long-term liabilities 15,882 — — 15,882

Long-term borrowings 196,337 — — 196,337

Total liabilities $ 834,505 $ ( 13,302 ) $ 8,346 $ 829,549

Commitments and contingencies (Note 17)

Stockholders' equity:

Preferred stock, $ 0.01 par value;

authorized, 5,000,000 shares;

0 shares issued and 0 shares outstanding

Common stock, $ 0.01 par value;

authorized, 200,000,000 shares;

issued and outstanding, 558,402 and 531,564 shares, respectively

Additional paid-in capital 749,692 — — 749,692

Accumulated deficit

( 656,567 ) 22,359 ( 12,538 ) ( 646,746 )

Treasury stock, at cost ( 22,552 ) — — ( 22,552 )

Total stockholders' equity $ 70,579 $ 22,359 $ ( 12,538 ) $ 80,400

Total liabilities and stockholders' equity $ 905,084 $ 9,057 $ ( 4,192 ) $ 909,949

(1) See Summary of Restatements above.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

The following table reflects the impact of the restatement to the specific line items presented in the Company's previously reported Consolidated Statement of Cash Flows for the year ended April 27, 2024 (in thousands):

52 Weeks Ended April 27, 2024

As Previously Adjustment (1)

Cash flows from operating activities:

Net loss $ ( 63,211 ) $ ( 12,538 ) $ ( 75,749 )

Loss from discontinued operations, net of tax ( 730 ) — ( 730 )

Loss from continuing operations, net of tax ( 62,481 ) ( 12,538 ) ( 75,019 )

Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations:

Depreciation and amortization expense 40,560 — 40,560

Impairment loss (non cash)

7,166 — 7,166

Amortization of deferred financing costs 13,150 — 13,150

Interest expense (paid-in-kind)

2,652 — 2,652

Deferred taxes ( 550 ) 675 125

Stock-based compensation expense 3,380 — 3,380

Changes in operating lease right-of-use assets and liabilities 24 ( 1,346 ) ( 1,322 )

Changes in other long-term assets and liabilities and other, net ( 20,997 ) — ( 20,997 )

Changes in other operating assets and liabilities, net:

Receivables, net ( 11,598 ) 5,272 ( 6,326 )

Merchandise inventories ( 21,058 ) — ( 21,058 )

Textbook rental inventories ( 2,643 ) 1,939 ( 704 )

Prepaid expenses and other current assets 31,593 — 31,593

Accounts payable and accrued liabilities 19,257 5,998 25,255

Changes in other operating assets and liabilities, net 15,551 13,209 28,760

Net cash flows used in operating activities from continuing operations ( 1,545 ) — ( 1,545 )

Net cash flows used in operating activities from discontinued operations ( 3,577 ) — ( 3,577 )

Net cash flows used in operating activities ( 5,122 ) — ( 5,122 )

Cash flows from investing activities:

Purchases of property and equipment ( 14,070 ) — ( 14,070 )

Proceeds from the sale of fixed assets

Net cash flows used in investing activities from continuing operations ( 13,992 ) — ( 13,992 )

Net cash flows provided by investing activities from discontinued operations 21,395 — 21,395

Net cash flows provided by investing activities

7,403 — 7,403

Cash flows from financing activities:

Proceeds from borrowings 563,023 — 563,023

Repayments of borrowings ( 552,230 ) — ( 552,230 )

Payment of deferred financing costs ( 16,316 ) — ( 16,316 )

Purchase of treasury shares ( 176 ) — ( 176 )

Net cash flows used in financing activities

( 5,699 ) — ( 5,699 )

Net decrease in cash, cash equivalents, and restricted cash

( 3,418 ) — ( 3,418 )

Cash, cash equivalents, and restricted cash at beginning of year 31,988 — 31,988

Cash, cash equivalents, and restricted cash of continuing operations at end of year $ 28,570 $ — $ 28,570

(1) See Summary of Restatements above.

Store Closures and Impairment of Long-Lived Assets

The Company performed long-lived asset impairment testing of the asset groups associated with the affected locations.

Each asset group consists of the following assets attributable to each bookstore location or portfolio:

(i) operating lease right-of-use ("ROU") assets;

(ii) customer relationship intangible assets recognized in connection with the respective bookstore management services agreements;

(iii) leasehold improvements, capitalized implementation and signing bonuses, and capital improvement reimbursements classified within property and equipment;

and (iv) other assets.

The Company determined that the carrying values of the affected asset groups were not recoverable, as the sum of the expected undiscounted future cash flows attributable to each asset group was insufficient to recover the respective carrying values given the planned cessation of operations.

Accordingly, the Company measured and recognized an impairment loss equal to the amount by which each asset group's carrying value exceeded its estimated fair value.

Fair value was estimated using a discounted cash flow approach;

for operating lease ROU assets, fair value reflected the present value of reasonably obtainable sublease income, which was determined to be nominal given the campus-specific nature of the bookstore locations.

The following table summarizes impairment charges recognized by asset class (in thousands):

For the Year Ended May 2, 2026

Leasehold Improvements, Capital & Signing Bonuses Customer Relationships Operating Lease

ROU Assets Total

Impairment charges $ 2,832 $ 5,960 $ 3,792 $ 12,584

For the Year Ended May 3, 2025

Leasehold Improvements, Capital & Signing Bonuses Customer Relationships Operating Lease

ROU Assets Total

Impairment charges $ 314 $ 290 $ 1,109 $ 1,713

Revenue from sales of our products and services is recognized either at the point in time when control of the products is transferred to our customers or over time as services are provided in an amount that reflects the consideration BNED expects to be entitled to in exchange for the products or services.

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

Revenue from sales of our products and services is recognized either at the point in time when control of the products is transferred to our customers or over time as services are provided in an amount that reflects the consideration we expect to be entitled to in exchange for the products or services.

Basis of Presentation and Summary of Significant Accounting Policies for additional information related to our revenue recognition policies.

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52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Product and Other Sales

11 unchanged sentences

Contract Assets and Contract Liabilities

Contract assets represent the sale of goods or services to a customer before we have the right to obtain consideration from the customer.

Contract assets represent the sale of goods or services to a customer before BNED has the right to obtain consideration from the customer.

Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional.

Contract assets (unbilled receivables) were $ 0.6 million and immaterial for May 3, 2025 and April 27, 2024, respectively, on our Consolidated Balance Sheets.

Contract liabilities represent an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue).

Contract assets (unbilled receivables) were $ 1.2 million and $ 0.6 million as of May 2, 2026 and May 3, 2025, respectively, on our Consolidated Balance Sheets.

Contract liabilities represent an obligation to transfer goods or services to a customer for which BNED has received consideration and consists of our deferred revenue liability (deferred revenue).

Deferred revenue consists of the following:

3 unchanged sentences

respectively, as discussed in Note 6.

Equity and Earnings (Loss) Per Share - Sale of Treasury Shares.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Equity - Sale of Treasury Shares.

The following table presents changes in deferred revenue associated with our contract liabilities:

52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Deferred revenue at the beginning of period $ 13,565 $ 14,892

8 unchanged sentences

$ 13,192 $ 13,565

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Revenue recognized during the 52 weeks ended May 2, 2026 and the 53 weeks ended May 3, 2025 that was included in the contract liability balance at the beginning of each respective fiscal year was $ 10.7 million and $ 11.5 million respectively.

Segment Reporting

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.

With the recent change in Chief Executive Officer and June milestone financing transactions, we have 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 Chief Executive Officer (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 CODM reviews financial information on a consolidated basis to evaluate operational performance, allocate resources, and assess trends over time.

BNED identifies its segments in accordance with the way its business is managed.

During fiscal year 2025, management realigned the Company's operating and reporting segments to better reflect a centralized management structure supporting company-wide procurement, marketing and selling, delivery, and customer service.

The CODM reviews financial information on a consolidated basis to evaluate operational performance, allocate resources, and assess trends in financial performance.

The CODM uses Net income (loss) as the primary measure of segment profit or loss.

In evaluating performance, the CODM also reviews significant expense categories, including adjusted cost of sales, payroll expense, contract payments, direct expenses, and indirect expenses, which are considered material to understanding the segment's financial results.

This measure provides a consistent basis for strategic decision-making, budgeting, and performance evaluation, reflecting the segment’s contribution to the Company’s overall financial results.

This measure provides a consistent basis for strategic decision-making, budgeting, and performance evaluation.

Segment assets are not used by the CODM for evaluating performance as presented on our Consolidated Balance Sheet.

The following table presents sales, profitability, and significant expense information about our segment.

As detailed in Note 2.

Summary of Significant Accounting Policies , and Note 3.

Restatement of Previously Issued Audited Consolidated Financial Statements , the presentation of certain amounts in Fiscal Year 2024 below has been restated.

52 weeks ended

52 weeks ended April 27, 2024 (a)

May 2, 2026 53 weeks ended

$ 1,714,770 $ 1,610,170

Adjusted Cost of sales

1,046,615 (b)

Adjusted Cost of sales (a)

1,123,513 1,046,615

Payroll expense 206,776 206,362

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Indirect expenses 1,351 659

Other segment expenses, net

Net loss $ ( 65,825 ) $ ( 75,749 )

Other segment expenses, net (b)

66,937 125,215

Net income (loss) $ 16,872 $ ( 65,825 )

(a) Adjusted Cost of sales includes all cost of sales presented in the Consolidated Statements of Operations, adjusted for contract payments and other various expenses.

(b) Other segment expenses, net, represents GAAP income statement line items that are not considered to be significant segment expenses.

These items primarily include stock-based compensation, depreciation and amortization, impairment, settlement of the interchange litigation (see Note 9), investigation costs and other charges, loss on extinguishment of debt, interest income and expense, and income tax expense (benefit).

Stock Authorization

As of May 2, 2026, our authorized capital stock consists 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.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED”.

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

(a) Reflects the impact of restatements as noted in Note 3.

Restatement of Previously Issued Audited Consolidated Financial Statements.

(b) Adjusted Cost of sales includes all cost of sales presented in the Statement of Operations, adjusted for contract payments and other various expenses.

(c) Other segment expenses, net, represents GAAP income statement line items that are not considered to be significant segment expenses.

These items primarily include stock-based compensation, depreciation and amortization, impairment, restructuring and other charges, loss on extinguishment of debt, interest income and expense, discontinued operations and income tax expense (benefit).

Equity and Earnings (Loss) Per Share

Stock Authorization`

As of May 3, 2025, our authorized capital stock consists 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.

As of May 3, 2025, 34,081,114 shares of our common stock were issued, of which 34,053,847 shares were outstanding, and 0 shares of our preferred stock were both issued and outstanding.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED”.

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.

We have reserved an aggregate of 2,179,093 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc.

BNED has reserved an aggregate of 2,179,093 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc.

Equity Incentive Plan.

Financial Statements and Supplementary Data - Note 14.

Long-Term Incentive Compensation Expense .

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.

On June 10, 2024, we completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage our Consolidated Balance Sheet.

On June 10, 2024, BNED completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the 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.

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At-the-Market Equity Offerings

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.

On September 19, 2024, BNED entered into an at-the market ("ATM") sales agreement (the "September ATM Sales Agreement") with BTIG, LLC ("BTIG"), under which BNED sold the maximum of $ 40,000 of our Common Stock from time to time at a weighted-average price of $ 10.06 per share and received $ 39,200 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 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.

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

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

On December 20, 2024, BNED entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which BNED sold the maximum of $ 40,000 of our Common Stock from time to time at a weighted-average price of $ 10.42 per share and received $ 39,200 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.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

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

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

Reverse Stock Split

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.

In connection with the Reverse Stock Split, every 100 shares of the Common Stock issued and outstanding were converted into one share of the Company’s Common Stock.

No change was made to the trading symbol for the Company’s shares of Common Stock, “BNED,” in connection with the Reverse Stock Split.

The Reverse Stock Split was 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.

The Reverse Stock Split reduced the number of shares of the Company’s outstanding Common Stock from approximately 2,620,495,552 shares (as of the date June 11, 2024, when including issuances pursuant to the transactions) to approximately 26,204,956 shares, subject to adjustment for rounding.

On June 11, 2024, BNED completed a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of 100-for-1 (the “Reverse Stock Split”).

The Reverse Stock Split affected all issued and outstanding shares of Common Stock.

9 unchanged sentences

The stock repurchase program may be suspended, terminated, or modified at any time.

Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.

During Fiscal 2025 and Fiscal 2024, we did not purchase shares under the stock repurchase program.

Any repurchased shares will be held as treasury stock and will be available for general

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

corporate purposes.

During Fiscal 2026 and Fiscal 2025, BNED did not purchase shares under the stock repurchase program.

As of May 2, 2026, approximately $ 26,669 remains available under the stock repurchase program.

During Fiscal 2025 and Fiscal 2024, we repurchased 429 shares and 1,482 shares of our Common Stock, respectively, outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards.

During Fiscal 2026 and Fiscal 2025, BNED repurchased 0 shares and 429 shares of our Common Stock, respectively, outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards.

Sale of Treasury Shares

In December 2020 (Fiscal 2021), we entered into a merchandising agreement with Fanatics and Lids which included a strategic equity investment in the Company.

In December 2020 (Fiscal 2021), BNED entered into a merchandising agreement with Fanatics and Lids which included a strategic equity investment in the Company.

Fanatics, Inc.

1 unchanged sentence

jointly as TopLids LendCo, LLC (“TopLids”), purchased an aggregate 2,307,692 of our common shares (issued from treasury shares) for $ 15,000 , representing a share price of $ 6.50 per share.

The premium price paid above the fair market value of our common stock at closing was approximately $ 4,131 and was recorded as a contract liability which is recognized over the term of the merchandising contracts for Fanatics and Lids ($ 300 and $ 211 , respectively, in accrued liabilities, and $ 2,905 and $ 3,287 , respectively, as of May 3, 2025 and April 27, 2024, in other long-term liabilities our Consolidated Balance Sheets) which is expected to be recognized over the term of the merchandising contracts for Fanatics and Lids.

The premium price paid above the fair market value of our common stock at closing was approximately $ 4,131 and was recorded as a contract liability which is recognized over the term of the merchandising contracts for Fanatics and Lids ($ 300 and $ 300 , respectively, in accrued liabilities, and $ 2,604 and $ 2,905 , respectively, as of May 2, 2026 and May 3, 2025, in other long-term liabilities on the Consolidated Balance Sheets) which is expected to be recognized over the term of the merchandising contracts for Fanatics and Lids.

For information related to additional equity investments by TopLids, see Note 13.

Related Party Transactions .

We paid no other dividends to common stockholders during Fiscal 2025 and Fiscal 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.

On June 24, 2026, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $ 0.08 per share of common stock outstanding, which will be paid on July 30, 2026 to the holders of record as of July 16, 2026.

The payment, amount and timing of future dividends remain within the discretion of our Board of Directors and will depend on our results of operations, financial condition, cash requirements, and other factors.

Debt for details.

Earnings (Loss) Per Share

Basic EPS is computed based upon the weighted average number of common shares outstanding for the period.

Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the period.

We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

dividend equivalents) in the computation of EPS pursuant to the two-class method.

Income (Loss) Per Share

Basic EPS is computed based upon the weighted average number of common shares outstanding for the period.

BNED includes participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method.

Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock.

The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities.

The two-class method of computing income (loss) per share is an allocation method that calculates income (loss) per share for common stock and participating securities.

During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company.

On June 10, 2024, we completed the Transactions, including an Rights Offering, Private Investment, Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage our Consolidated Balance Sheet.

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 .

On June 11, 2024, we completed the Reverse Stock Split, which was approved by stockholders at a special meeting held on June 5, 2024.

On June 10, 2024, BNED completed the Transactions, including a Rights Offering, Private Investment, Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage our Consolidated Balance Sheet.

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 income (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 .

On June 11, 2024, BNED completed the Reverse Stock Split, which was approved by stockholders at a special meeting held on June 5, 2024.

In connection with the Reverse Stock Split, every 100 shares of the common stock issued and outstanding were converted into one share of the Company’s common stock.

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 26,298,984 , and 52,935,533 , respectively, for the 53 weeks ended May 3, 2025 and 52 weeks ended April 27, 2024.

The weighted average common shares and loss per common share reflect the bonus element resulting from the Rights Offering and the Reverse Stock Split for all periods presented on the Consolidated Statements of Operations.

The following is a reconciliation of the basic and diluted earnings per share calculation:

For Fiscal 2025, the weighted average common shares and loss per common share reflect the bonus element resulting from the Rights Offering and the Reverse Stock Split.

The following is a reconciliation of the basic and diluted income (loss) per share calculation:

52 weeks ended 53 weeks ended

(in thousands except share and per share data)

May 3, 2025 April 27, 2024

Numerator for basic and diluted earnings (loss) per share:

Loss from continuing operations, net of tax $ ( 65,825 ) $ ( 75,019 )

Loss from discontinued operations, net of tax — ( 730 )

Net loss available to common shareholders $ ( 65,825 ) $ ( 75,749 )

Denominator for basic and diluted earnings (loss) per share:

May 2, 2026 May 3, 2025

Numerator for basic and diluted income (loss) per share:

Net Income (loss) available to common shareholders $ 16,872 $ ( 65,825 )

Denominator for basic income (loss) per share:

Basic weighted average shares of Common Stock 34,330,274 26,298,984

Denominator for diluted income (loss) per share:

Basic weighted average shares of Common Stock 34,330,274 26,298,984

Average dilutive restricted share units 17,488 —

Average dilutive performance share units 266,393 —

Basic and diluted weighted average shares of Common Stock (a)

34,614,155 26,298,984

Loss per share of Common Share:

Basic and Diluted

Continuing operations $ ( 2.50 ) $ ( 28.18 )

Discontinued operations — ( 0.28 )

Basic and diluted loss per share of Common Stock $ ( 2.50 ) $ ( 28.46 )

(a) During Fiscal 2025 and Fiscal 2024, 407,763 and 32,304 , respectively, were excluded from the diluted earnings per share calculation using the two- class method as their inclusion would have been antidilutive.

Income (loss) per Common Share:

Net income (loss) per share - Basic $ 0.49 $ ( 2.50 )

Net income (loss) per share - Diluted $ 0.49 $ ( 2.50 )

(a) During Fiscal 2026 and Fiscal 2025, 201,949 and 407,763 , respectively, were excluded from the diluted income (loss) per share calculation using the two-class method as their inclusion would have been antidilutive.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Fair Value Measurements

6 unchanged sentences

Level 3—Unobservable inputs in which little or no market data exists, therefore requiring us to develop our own assumptions

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Our financial instruments include cash and cash equivalents, receivables, accrued liabilities, accounts payable, and long-term debt.

1 unchanged sentence

The fair value of our short-term and long-term debt approximates its carrying value and is classified as Level 2, as it is estimated using observable market inputs such as current interest rates and credit spreads for similar instruments.

Derivative , for fair value information about our derivative instrument that is fair valued using Level 3 inputs.

Participation Interest Purchase Agreement for fair value information about our derivative instrument that is fair valued using Level 3 inputs.

Non-Financial Assets

1 unchanged sentence

Such assets are reported at their carrying values and are not subject to recurring fair value measurements.

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 , Accounting for the Impairment or Disposal of Long-Lived Assets .

During the 53 weeks ended and the 52 weeks ended May 3, 2025 and April 27, 2024, respectively, we evaluated certain of our store-level long-lived assets for impairment, and recognized an impairment losses (non-cash) of $ 1,713 and $ 7,166 , respectively, on the Consolidated Statements of Operations.

BNED reviews our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 , Accounting for the Impairment or Disposal of Long-Lived Assets .

During the 52 and 53 weeks ended May 2, 2026 and May 3, 2025, respectively, BNED evaluated certain of our store-level long-lived assets for impairment, and recognized impairment loss of $ 12,584 and $ 1,713 , respectively, on the Consolidated Statements of Operations.

The fair value of the impaired long-lived assets was determined using an income approach (Level 3 input), using our best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends and performance expectations.

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The following table shows the fair values of our non-financial assets that were required to be remeasured at fair value on a non-recurring basis for each respective period and the total impairments recorded as a result of the remeasurement process:

53 weeks ended May 3, 2025

52 weeks ended April 27, 2024

As of May 2, 2026

As of May 3, 2025

Carrying Value

Prior to Impairment Fair Value Impairment Loss

(non-cash) Carrying Value

Prior to Impairment Fair Value Impairment Loss Carrying Value

Prior to Impairment Fair Value Impairment Loss

2 unchanged sentences

Intangible assets, net 5,960 — 5,960 1,109 — 1,109

Other noncurrent assets — — — — — —

Total $ 14,364 $ 1,780 $ 12,584 $ 2,429 $ 716 $ 1,713

Non-Financial Liabilities

We granted phantom share units as long-term incentive awards which are settled in cash based on the fair market value of a share of common stock of the Company at each vesting date.

The fair value of the liability for the cash-settled phantom share unit awards is remeasured at the end of each reporting period through settlement using a Black-Scholes option-pricing model, which incorporates significant inputs including the risk-free interest rate, expected volatility, expected dividend yield, and expected term or vesting period.

As of May 3, 2025, we recorded a liability, which is immaterial to the balance sheet (Level 2 input) and is reflected in accrued liabilities on the Consolidated Balance Sheet.

As of May 3, 2025 and April 27, 2024, respectively, we recorded an immaterial liability (Level 2 input) which is reflected in accrued liabilities on the Consolidated Balance Sheet.

As of May 3, 2025, all phantom share units have been settled or forfeited.

For additional information, see Note 14.

Long-Term Incentive Compensation Expense .

Participation Interest Purchase Agreement

5 unchanged sentences

(In thousands, except share and per share data)

interest in the proceeds of a specified litigation claim.

The Agreement is presented in Other long-term liabilities on the Consolidated Balance Sheet as of May 3, 2025.

The Agreement is non-recourse to the Company with respect to financial risk;

Jefferies’ entitlement to payment is limited to proceeds, if any, received from the litigation.

However, the Company has continuing contractual obligations under the Agreement, including remaining the plaintiff of record, cooperating with Jefferies and its counsel, providing access to litigation-related documents, and following directions regarding the settlement of monetary damages.

These obligations are necessary to preserve Jefferies’ entitlement and avoid any clawback.

Management evaluated the Agreement under ASC 815, Derivatives and Hedging , ASC 470, Debt-Overall , and ASU 2025-07, Scope Application of Derivative Guidance to Litigation Funding and Similar Arrangements .

Prior to adoption of ASU 2025-07, the Agreement was concluded to meet the definition of a derivative under ASC 815 because its value is derived from the outcome of the litigation, it required no significant initial investment other than the participation amount, and it could be settled based on net proceeds.

Accordingly, the Agreement was accounted for as a derivative liability, measured at fair value with subsequent changes recognized in earnings.

ASU 2025-07 has not yet been adopted.

The derivative liability is classified within Level 3 of the fair value hierarchy under ASC 820, as valuation is based on significant unobservable inputs, including management’s assessment of the underlying litigation's outcome and timing of potential settlement proceeds.

At inception, the fair value of the derivative liability approximated the transaction price of $ 12,625 , which represented an orderly, arm’s-length exchange between market participants.

The fair value will continue to be measured on a recurring basis using unobservable inputs consistent with Level 3 classification.

As of May 3, 2025, the fair value of the derivative liability remained substantially unchanged from the initial recognition amount of $ 12,625 , and any mark-to-market adjustments recognized through year-end were inconsequential.

Upon adoption of ASU 2025-07, which provides a scope exception from derivative accounting for litigation funding and similar arrangements that do not create or modify debt, the Agreement will no longer meet the definition of a derivative under ASC 815.

Under the new guidance, the Agreement will be accounted for under ASC 470 - Debt as deferred income, as the arrangement does not create a debt obligation of the Company.

The deferred income will be recognized in earnings when the related litigation is resolved and any proceeds are distributed.

The guidance in ASU 2025-07 will be applied using a modified retrospective approach, under which the previously recognized derivative liability will be reclassified to deferred income and a cumulative effect adjustment will be recorded to retained earnings as of the Company’s planned early adoption date, during the fiscal quarter ending November 1, 2025.

Maturity Date (a)

May 3, 2025 April 27, 2024

interest in the proceeds of a specified litigation claim related to the Visa and Mastercard Interchange Litigation.

The Agreement was non-recourse to the Company with respect to financial risk;

Jefferies' entitlement to payment was limited to proceeds, if any, received from the litigation.

During the fiscal quarter ended November 1, 2025, the Company early adopted ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) :

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract , using the modified retrospective transition method.

Upon adoption, the Agreement qualified for the operations and activities scope exception under ASC 815 and no longer met the definition of a derivative.

As a result, the previously recognized derivative liability of $ 12,625 was reclassified to deferred income as of May 4, 2025, the first day of fiscal year 2026.

No cumulative-effect adjustment to retained earnings was required, as the fair value of the derivative liability at adoption equaled the initial transaction price of $ 12,625 and no mark-to-market adjustments had been recognized in any prior period.

During February 2026, the Interchange Litigation was resolved through a settlement among the plaintiffs and the Visa and Mastercard defendants.

Pursuant to the terms of the Agreement, all proceeds attributable to the Company's claims were distributed directly to Jefferies and its assignees, net of legal fees and expenses.

The Company received no cash proceeds from the settlement.

Upon resolution of the litigation and distribution of proceeds, the Company's obligations under the Agreement were fully discharged.

As a result of the settlement, the deferred income balance of $ 12,625 was recognized in earnings during the fiscal quarter ended May 2, 2026 and is presented within Other income (expense), net on the Consolidated Statements of Operations.

As of May 2, 2026, no deferred income balance remains on the consolidated balance sheet related to this Agreement.

Maturity Date May 2, 2026 May 3, 2025

Credit Facility June 9, 2028 $ 71,000 $ 103,100

Term Loan April 7, 2025 — 32,653

103,100 197,600

Deferred financing costs, Term Loan (b)

Total long-term debt

4 unchanged sentences

$ 71,000 $ 103,100

(a) On June 10, 2024, we completed the Transactions, including amending and extending the maturity date of the Credit Facility and converting all outstanding principal and interest amounts owed under our Term Loan Credit Agreement into shares of our Common Stock.

(b) For additional information, see Deferred Financing Costs below.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

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 $ 95,000 of new equity capital through a $ 50,000 new equity investment (the “Private Investment”) led by Immersion Corporation (“Immersion”) and a $ 45,000 fully backstopped equity rights offering (the “Rights Offering”).

• BNED received gross proceeds of $ 95,000 of new equity capital through a $ 50,000 new equity investment (the “Private Investment”) led by Immersion Corporation (“Immersion”) and a $ 45,000 fully backstopped equity rights offering (the “Rights Offering”).

The Transactions infused approximately $ 85,500 of net cash proceeds after transaction costs.

1 unchanged sentence

• Our existing Term Loan credit agreement lenders, TopLids LendCo, LLC and Vital Fundco, LLC, converted approximately $ 34,000 of outstanding principal and any accrued and unpaid interest into our common stock.

• We refinanced our Credit Facility providing access to a $ 325,000 facility maturing in 2028.

• BNED refinanced our Credit Facility providing access to a $ 325,000 facility maturing in 2028.

The refinanced Credit Facility will meaningfully enhance our financial flexibility and reduce our annual interest expense.

Credit Facility

The Company has informed its lenders of the ongoing investigation and related restatement process, and its inability to deliver its fiscal 2025 annual financial statements, as well as its first and second quarter fiscal 2026 financial statements, by the dates originally required under its asset-based revolving credit facility (the “Credit Facility”).

The Company requested that the lenders extend these reporting deadlines and waive certain related representations and warranties that may be impacted by the investigation and the resulting restatement of the Company’s previously issued financial statements.

On August 8, 2025, the lenders and the administrative agent entered into a limited consent and waiver, providing a 75-day extension of the reporting deadlines to October 22, 2025, and waiving any potential breach of certain representations related to financial reporting impacted by the review.

In connection with the waiver, the Company paid a fee of $ 325 , equal to 0.10 % of the aggregate revolving commitments, which was fully earned and payable on the effective date.

On October 21, 2025, the Company exercised its option to request the additional 45-day extension permitted under the waiver, and the lenders granted the request, extending the reporting deadline to December 6, 2025.

In accordance with the agreement, the Company paid a second waiver fee of $ 325 , also equal to 0.10 % of the revolver commitments, fully earned and payable on the effective date of the extension.

On December 5,2025, the Company and its lenders entered into a Second Limited Consent and Waiver, further extending the delivery deadlines for the fiscal 2025 annual financial statements, and the first and second quarter fiscal 2026 financial statements to January 20, 2026.

Under the Second Limited Consent and Waiver, the lenders agreed to (i) extend the reporting deadlines to the Permitted January Deadline of January 20, 2026, and (ii) waive potential breaches of representations under Section 5.15 of the Credit Agreement related solely to the ongoing financial reporting review during the extension period.

In consideration of the extension, the Company paid an additional fee equal to 0.10 % of each consenting lender’s revolving credit commitment, which was fully earned and payable on the effective date.

During the limited extension period, the Company is required to (i) deliver weekly Approved Budget Updates and Variance Reports, (ii) make members of management available for bi-weekly update calls with the lenders, and (iii) maintain minimum excess availability of at least $ 30,000 under the Credit Facility.

Failure to comply with these conditions constitutes an immediate event of default.

The Company has informed its lenders that it is conducting a detailed review of certain financial reporting and accounting practices related to the calculation of EBITDA for fiscal years 2025 and 2024.

As a result of this ongoing review, the Company was not able to deliver its fiscal 2025 annual financial statements or its fiscal first quarter 2026 financial statements by the deadlines originally required under the Credit Facility.

Pursuant to the A&R Credit Agreement, the lenders have committed to provide a four-year asset-backed revolving credit facility (the "Credit Facility") in an aggregate committed principal amount of up to $ 325,000 .

and extended the maturity date of the Credit Facility to June 9, 2028.

During the 53 weeks ended May 3, 2025, we incurred debt issuance costs totaling $ 3,669 related to the Credit Facility under the A&R Credit Agreement.

In connection with the delayed filing of the Company’s Fiscal 2025 Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for the first and second quarters of Fiscal 2026, the Company entered into a series of limited consent and waiver

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

Proceeds from the Credit Facility are and will be used for general corporate purposes, including seasonal working capital needs.

The Company has interest-only obligations under the Credit Facility until the maturity date, at which time the total principal outstanding is due and payable.

Interest under the Credit Facility accrues, at the election of the Company, either (x) based on the Secured Overnight Financing Rate (“SOFR”), which is subject to a floor of 2.50 % per annum, plus a spread of 3.50 % per annum or (y) at an alternate base rate, which is subject to a floor of 3.50 % per annum, plus a spread of 2.50 % per annum;

provided, that in the event the Company meets certain financial metrics for a consecutive six-month period beginning and ending after the one-year anniversary of the Closing Date, the foregoing spreads shall be reduced by 0.25 % per annum.

agreements with the lenders under its asset-based revolving credit facility to extend certain financial reporting deadlines.

These waivers related solely to the timing of the Company’s filings and did not arise from noncompliance with any financial covenants.

The Investigation and related restatement of the Company’s previously issued financial statements have been completed.

On August 8, 2025, the Company and the administrative agent entered into a limited consent and waiver providing a 75 -day extension of the applicable reporting deadlines to October 22, 2025, in exchange for a fee equal to 0.10 % of the aggregate revolving commitments.

On October 21, 2025, the Company exercised an additional 45 -day extension option under the waiver, extending the reporting deadline to December 6, 2025, in exchange for an additional fee equal to 0.10 % of the revolving commitments.

On December 5, 2025, the Company entered into a Second Limited Consent and Waiver, further extending the reporting deadlines to January 20, 2026, in exchange for an additional fee equal to 0.10 % of each consenting lender’s revolving commitment.

The aggregate fees incurred in connection with these waivers totaled approximately $ 1,000 and were recognized as interest expense in the Consolidated Statements of Operations during Fiscal 2026.

On June 10, 2024 (the “Closing Date”), the Company amended, restated and extended the maturity of its existing asset-based revolving credit facility with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and the other lenders party thereto (as amended and restated, the "A&R Credit Agreement").

Pursuant to the A&R Credit Agreement, the lenders committed to provide the Company with a four -year asset-based revolving credit facility with aggregate revolving commitments of up to $ 325,000 and a maturity date of June 9, 2028 (the “Credit Facility”).

Borrowings under the Credit Facility may be used for general corporate purposes, including seasonal working capital needs.

The Company has interest-only obligations under the Credit Facility until maturity, at which time all outstanding principal is due and payable.

Interest accrues, at the Company’s election, either (i) at a rate based on the Secured Overnight Financing Rate (“SOFR”), subject to a floor of 2.50 %, plus an applicable margin of 3.50 %, or (ii) at an alternate base rate, subject to a floor of 3.50 %, plus an applicable margin of 2.50 %.

The applicable margins may be reduced by 0.25 % upon achievement of certain financial performance thresholds, as defined in the A&R Credit Agreement.

The A&R Credit Agreement contains customary negative covenants that limit the Company’s ability to incur or assume additional indebtedness, grant or permit liens, make investments, make Restricted Payments (as defined in the A&R Credit Agreement) and other specified payments, merge with other entities, dispose of or acquire assets, or engage in transactions with affiliates, among other things.

1 unchanged sentence

• Following the date that is six months following the Closing Date, the Company is required to maintain a minimum Availability (as defined in the A&R Credit Agreement) of (x) $ 25,000 for the first thirty ( 30 ) months after the Closing Date and (y) $ 30,000 after the date that is thirty ( 30 ) months after the Closing Date;

• commencing with the month ending on or about May 31, 2025, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing 12- month period;

• Commencing with the quarter ending on or about October 31, 2024, the Company is required to maintain a minimum Consolidated EBITDA (as defined in the A&R Credit Agreement), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six-month period for the first test date, (b) the trailing nine-month period of the second test date and (c) for the trailing 12-month period thereafter.

The A&R Credit Agreement contains customary events of default, including for non-payment of obligations owing under the Credit Facility, material breaches of representations and warranties, failure to perform or observe covenants, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business.

The A&R Credit Agreement also contains customary affirmative covenants and representations and warranties.

• Commencing with the month ending on or about May 31, 2025, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing 12- month period;

The Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the Credit Facility.

This is considered an all-assets lien (inclusive of proceeds from tax refunds payable to the Company and a pledge of equity from subsidiaries, exclusive of real estate).

In connection with the Credit Facility, a 1.00 % fee was payable in connection with the eighth amendment to the Original Credit Agreement (prior to its amendment and restatement), of which 50 % was paid on September 2, 2024 and 50 % is due and payable on June 10, 2025.

During the 53 weeks ended May 3, 2025, we borrowed $ 887,055 and repaid $ 948,920 under the Credit Facility, with $ 103,100 of outstanding borrowings under the Credit Facility as of May 3, 2025.

During the 52 weeks ended April 27, 2024, we borrowed $ 563,023 and repaid $ 552,230 under the Credit Facility, with $ 164,947 of outstanding borrowings as of April 27, 2024.

As of May 3, 2025 and April 27, 2024, we issued $ 575 and $ 3,575 , respectively, in letters of credit under the Credit Facility.

During the 52 weeks ended April 27, 2024, we incurred debt issuance costs totaling $ 11,516 related to the July 2023 amendment the Original Credit Agreement.

The debt issuance costs have been deferred and are presented as prepaid and other current assets and other noncurrent assets in the Consolidated Balance Sheets, and subsequently amortized ratably over the term of the A&R Credit Agreement.

As of May 3, 2025, and as of the issuance date of this Annual Report on Form 10-K , the Company remained in compliance with all covenants under the A&R Credit Agreement.

The following is a summary of the various Credit Agreement amendments.

April 2024 Credit Agreement Amendment

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

On April 16, 2024, we amended our existing Credit Agreement to, among other things, revise certain milestones related to the previously-disclosed liquidity and refinancing contingency plans to align such milestones with the Transactions contemplated by the Purchase Agreement, which milestones include (i) filing the Form S-1 no later than two ( 2 ) business days after the date of such amendment, (ii) obtaining receipt of support letters in support of the Transactions from persons owning not less than 20 % of the outstanding voting stock of the Company by no later than May 3, 2024 (or such later date as agreed to in writing by the administrative agent in its sole discretion), (iii) obtaining receipt of the SEC approval with respect to such Form S-1 on or before May 24, 2024 (or such later date as agreed to in writing by the administrative agent in its sole discretion) and (iv) closing the Transactions contemplated by the Purchase Agreement on or before the date that is 25 days after the receipt of SEC approval with respect to the Form S-1.

Under the Credit Agreement, the lenders originally committed to providing us with an asset-backed revolving credit facility in an aggregate principal amount of $ 400,000 , which was reduced to $ 380,000 by the April 2024 amendment.

During the 52 weeks ended April 27, 2024, we incurred debt issuance costs totaling $ 851 related to the April 2024 Credit Agreement amendment.

March 2024 Credit Agreement Amendment

On March 12, 2024, we amended our existing Credit Agreement to, among other things, (i) revise certain reporting requirements under the Credit Agreement and (ii) set certain milestones for liquidity and refinancing contingency plans, with respect to which we must execute a binding commitment no later than April 3, 2024 (as may be extended by the administrative agent to April 10, 2024).

During the 52 weeks ended April 27, 2024, we incurred debt issuance costs totaling $ 1,929 related to the March 2024 Credit Agreement amendment.

December 2023 Credit Agreement Amendment

On December 12, 2023, we amended our existing Credit Agreement to, among other things:

(i) amend the financial maintenance covenant to require Availability (as defined in the Credit Agreement) at all times to be greater than the greater of (x) 10 % of the Aggregate Loan Cap (as defined in the Credit Agreement) and (y) (A) $ 32,500 or, subject to the satisfaction of certain conditions relating to the repayment of the Credit Agreement in full, (B) (a) $ 20,000 for the period of December 8, 2023 through January 12, 2024, (b) $ 25,000 for the period from January 26, 2024 through February 9, 2024, (c) $ 25,000 for the period of April 1, 2024 through April 30, 2024 and (d) $ 30,000 for the period of May 1, 2024 through May 31, 2024, and (ii) revise certain reporting requirements under the Credit Agreement.

The amendment also revised the Specified Liquidity Transaction Fee introduced in the October 2023 Credit Agreement Amendment such that the $ 3,800 became due and was paid on January 31, 2024.

During the 52 weeks ended April 27, 2024, we incurred debt issuance costs totaling $ 4,047 related to the December 2023 Credit Agreement amendment.

October 2023 Credit Agreement Amendment

On October 10, 2023, we amended our existing Credit Agreement to revise certain reporting requirements to the administrative agent and lenders under the Credit Agreement.

The amendment introduced a Specified Liquidity Transaction Fee of $ 3,800 that would become due and payable at the earlier to occur of (i) January 31, 2024, to the extent a Specified Liquidity Transaction (as defined in the Credit Agreement) has not been consummated prior to such date (or such later date that is up to thirty days thereafter to the extent agreed to in writing by the Administrative Agent in its sole discretion) or (ii) an Event of Default under the Credit Agreement.

During the 52 weeks ended April 27, 2024, we incurred debt issuance costs totaling $ 1,428 related to the October 2023 Credit Agreement amendment.

July 2023 Credit Agreement Amendment

On July 28, 2023, we amended our existing Credit Agreement to (i) extend the maturity date of the Credit Agreement to December 28, 2024, (ii) reduce advance rates with respect to the borrowing base by 1000 basis points on September 2, 2024 (in lieu of the reductions previously contemplated for September 2023), (iii) subject to the conditions set forth in such amendment, add a CARES Act tax refund claim to the borrowing base, from April 1, 2024 through July 31, 2024, (iv) amend the financial maintenance covenant to require Availability (as defined in the Credit Agreement) at all times greater than the greater of (x) 10 % of the Aggregate Loan Cap (as defined in the Credit Agreement) and (y) (A) $ 32,500 minus, subject to the conditions set forth in such amendment, (B) (a) $ 7,500 for the period of April 1, 2024 through and including April 30, 2024, (b) $ 2,500 for the period of May 1, 2024 through and including May 31, 2024 and (c) $ 0 at all other times, (v) add a minimum Consolidated EBITDA (as defined in the Credit Agreement) financial maintenance covenant, and (vi) amend certain negative and affirmative

This is considered an all-assets lien (inclusive of proceeds from tax refunds payable to the Company and a pledge of equity from subsidiaries, exclusive of real estate), subject to customary exclusions.

As of May 2, 2026 and May 3, 2025, BNED issued $ 676 and $ 575 , respectively, in letters of credit under the Credit Facility.

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

covenants and add certain additional covenants, all as more particularly set forth in such amendment.

The amendment also requires that we appoint a Chief Restructuring Officer and that, by August 11, 2023, we (i) appoint two independent members to the board of directors of the Company from prospective candidates that have been previously disclosed to the Administrative Agent and the Lenders and (ii) appoint a committee of the board of directors of the Company to consist of three board members ( two of whom will be the new independent directors).

The committee’s responsibilities will include, among other things, to explore, consider, solicit expressions of interest or proposals for, respond to any communications, inquiries or proposals regarding, and advise as to all strategic alternatives to effect a “Specified Liquidity Transaction” (as defined in the Credit Agreement).

There can be no guarantee or assurances that any such transaction or transactions be consummated.

We must pay (i) a fee of 0.50 % of the outstanding principal amount of the commitments under the Credit Agreement March 2023 amendment (as defined in the Credit Agreement) on the closing date (in lieu of the deferred fee previously contemplated in connection with the March 2023 amendment (as defined in the Credit Agreement)) and (ii) a fee of 1.00 % of the outstanding principal amount of the commitments under the Credit Agreement as of the closing date on the earlier to occur of September 2, 2024 and an Event of Default (as defined in the Credit Agreement).

May 2023 Credit Agreement Amendment

On May 24, 2023, we amended our existing Credit Agreement to (i) increase the applicable margin with respect to the interest rate under the Credit Agreement to 3.75 % per annum, in the case of interest accruing based on SOFR, and 2.75 %, in the case of interest accruing based on an alternative base rate, in each case, without regard to a pricing grid, (ii) defer the reduction of advance rates used to calculate our borrowing capacity by an amount equal to 500 basis points previously required on May 31, 2023 to September 1, 2023, (iii) require cash flow reporting and variance testing commencing June 3, 2023 and (iv) defer partial prepayment of the term loan from the DSS segment sale proceeds to September 1, 2023.

We did not incur debt issuance costs related to the May 2023 Credit Agreement amendment.

During the 53 weeks ended May 3, 2025, BNED incurred debt issuance costs totaling $ 11,516 related to the July 2023 amendment to the Original Credit Agreement.

As of May 2, 2026, the Company remained in compliance with all covenants under the A&R Credit Agreement.

On June 10, 2024, our existing Term Loan Credit Agreement (the "Term Loan") dated June 7, 2022, lenders converted approximately $ 34,000 of outstanding principal and accrued and unpaid interest into our Common Stock, resulting in financing noncash flow activity totaling $ 86,755 .

We recognized a loss on extinguishment of debt of $ 55,233 in the Consolidated Statement of Operations in connection with the Term Loan debt conversion which represents the difference between the Common Stock fair value issued 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.

Equity and Earnings (Loss) Per Share .

On June 7, 2022, we entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC (the “Term Loan” or “Term Loan Credit Agreement”).

The Term Loan provided for term loans in an amount equal to $ 30,000 and matured on April 7, 2025.

The proceeds of the Term Loans were being used to finance working capital, and to pay fees and expenses related to the Term Loan.

The Term Loan provided for term loans in an amount equal to $ 30,000 and, the loans thereunder, matured on April 7, 2025.

The proceeds of the Term Loan were being used to finance working capital, and to pay fees and expenses.

During the 53 weeks ended May 3, 2025, we incurred $ 0 for interest in kind and repaid $ 0 under the Term Loan, with $ 0 of outstanding borrowings as of May 3, 2025.

During the 52 weeks ended April 27, 2024, we incurred $ 2,652 for interest in kind and repaid $ 0 , with $ 32,652 of outstanding borrowings as of April 27, 2024.

The Term Loan accrued interest at a rate equal to 11.25 %, payable quarterly.

All interest on the Term Loan prior to July 29, 2023 was paid in cash.

Subsequent to July 29, 2023, all interest incurred on the Term Loan was incurred in kind as permitted under the July 2023 Term Loan Amendment and is part of the outstanding debt balance.

The Term Loans did not amortize prior to maturity.

The Term Loan did not contain a financial covenant, but otherwise contains representations and warranties, covenants and events of default that are substantially the same as those in the A&R Credit Agreement, including restrictions on the ability of the Company and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions.

The Term Loan was secured by second-priority liens on all assets securing the obligations under the A&R Credit Agreement, which are all of the assets of the Company and the Guarantors, subject to customary exclusions and limitations set forth in the Term Loan and the other loan documents executed in connection therewith.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

The A&R Credit Agreement permits us to incur the Term Loan and also provides that, upon repayment of the Term Loan (and, if applicable, any replacement credit facility thereof), we may incur second lien secured debt in an aggregate principal amount not to exceed $ 75,000 .

The following is a summary of the various Term Loan Credit Agreement amendments.

March 2023 Term Loan Credit Agreement Amendment

On March 8, 2023, we amended the Term Loan Credit Agreement to (i) extend the maturity date of the Term Loan Credit Agreement by six months to December 7, 2024, (ii) permit the application of certain proceeds to the repayment of the loans under Credit Agreement and (iii) amend certain negative covenants and add certain additional covenants to conform to the Credit Agreement.

In addition, the amendment required the achievement of a Specified Event (as described above) by no later than May 31, 2023 (as such date may be extended under the Credit Agreement, but no later than August 31, 2023 without consent from lenders under the Term Loan Credit Agreement).

During the 52 weeks ended April 29, 2023, we incurred debt issuance costs totaling $ 431 related to the March 2023 Term Loan Credit Agreement amendment.

We paid a fee of $ 50 on the amendment closing date to the lenders under the Term Loan Credit Agreement.

The debt issuance costs have been deferred and are presented as a reduction to long-term borrowings in the Consolidated Balance Sheets, and subsequently amortized ratably over the term of the Term Loan Facility.

July 2023 Term Loan Credit Agreement Amendment

On July 28, 2023, we amended our Term Loan to (i) extend the maturity date of the Term Loan Credit Agreement to April 7, 2025, (ii) allow for interest to be paid in kind until September 2, 2024, (iii) amend the 1.50 % anniversary fee to recur on June 7 of each year that the Term Loan Credit Agreement remains outstanding, with 2024 fee deferred to the earlier of September 2, 2024 and the Termination Date (as defined in the Term Credit Loan Agreement) and (iv) amend certain negative covenants and affirmative and add certain additional covenants.

We must pay a fee of $ 50 to the lenders under the Term Loan Credit Agreement on the earlier of September 2, 2024 and the Termination Date (as defined in the Term Loan Credit Agreement).

BNED recognized a loss on extinguishment of debt of $ 55,233 in the Consolidated Statement of Operations in connection with the Term Loan debt conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan, plus unamortized deferred financing costs related to the Term Loan.

Upon completion of the Term Loan Debt Conversion, the Term Loan and its related agreements were terminated.

Deferred Financing Costs

The debt issuance costs have been deferred and are presented as noted below in the Consolidated Balance Sheets and are subsequently amortized ratably over the term of respective debt.

Dollars in thousands As of

Balance Sheet Location

1 unchanged sentence

Amortization Term (a)

May 3, 2025 April 27, 2024

Credit Facility - Prepaid and Other Current Assets

May 2, 2026 May 3, 2025

Credit Facility - Other noncurrent assets (a)

June 9, 2028 $ 7,935 $ 11,597

Credit Facility - Other noncurrent assets

11,597 12,897

Credit Facility - sub-total

11,597 12,897

Term Loan - Contra Debt

Total deferred financing costs

$ 11,597 $ 14,160

For additional information, see Note 9.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

(a) On June 10, 2024, BNED completed the Transactions, including amending and extending the maturity date of the Credit Facility and converting all outstanding principal and interest amounts owed under our Term Loan Credit Agreement into shares of our Common Stock .

The following table presents interest expense and cash interest paid:

52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Interest Incurred

10 unchanged sentences

$ 12,531 $ 17,912

We recognize lease assets and lease liabilities on the Consolidated Balance Sheets for substantially all lease arrangements based on the present value of future lease payments as required by ASC Topic 842, Leases .

Our portfolio of leases consists of operating leases comprised of operating agreements which grant us the right to operate on-campus bookstores at colleges and universities;

BNED recognizes lease assets and lease liabilities on the Consolidated Balance Sheets for substantially all lease arrangements based on the present value of future lease payments as required by ASC Topic 842, Leases .

Our portfolio of leases consists of operating leases comprised of operating agreements which grant us the right to operate on-campus bookstores

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

at colleges and universities;

real estate leases for office and warehouse operations;

and vehicle leases.

We have one immaterial finance lease and no short-term leases (i.e., those with a term of twelve months or less).

We recognize a right of use (“ROU”) asset and lease liability in our Consolidated Balance Sheets for leases with a term greater than twelve months.

BNED has one immaterial finance lease and no short-term leases (i.e., those with a term of twelve months or less).

BNED recognizes a right of use (“ROU”) asset and lease liability in our Consolidated Balance Sheets for leases with a term greater than twelve months.

Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised.

2 unchanged sentences

(i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”), and/or (ii) operating expenses, such as common area charges, real estate taxes and insurance.

For contracts with fixed lease payments, including those with minimum annual guarantees, we recognize lease expense on a straight-line basis over the lease term.

For variable commissions, we recognize lease expense as incurred.

For contracts with fixed lease payments, including those with minimum annual guarantees, BNED recognizes lease expense on a straight-line basis over the lease term.

For variable commissions, BNED recognizes lease expense as incurred.

Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants.

We use our incremental borrowing rate to determine the present value of fixed lease payments based on the information available at the lease commencement date, if the rate implicit in the lease is not readily determinable.

We utilize an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BNED uses our incremental borrowing rate to determine the present value of fixed lease payments based on the information available at the lease commencement date, if the rate implicit in the lease is not readily determinable.

BNED utilizes an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later.

The following table summarizes lease expenses:

52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Variable lease expense $ 137,951 $ 134,934

4 unchanged sentences

The following table summarizes our minimum fixed lease obligations, excluding variable commissions, as of May 2, 2026:

Fiscal 2027 $ 75,534

Fiscal 2028 26,494

Fiscal 2029 22,393

Fiscal 2030 16,169

Fiscal 2031 18,858

Thereafter 7,500

3 unchanged sentences

Future lease payment obligations related to leases that were entered into, but did not commence as of May 2, 2026, were not material.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

The following summarizes additional information related to our operating leases:

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Weighted average remaining lease term (in years) 4.1 years 4.6 years

3 unchanged sentences

Operating cash flows from operating leases $ 55,065 $ 72,434

$ 72,434 $ 66,397

Operating cash flows from financing leases 37 32

2 unchanged sentences

Operating leases 46,061 24,716

24,716 30,090

Financing leases — 1,128

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Supplementary Information

Other (income) expenses

During the 53 weeks ended May 3, 2025, we recognized other income totaling $ 1,572 , comprised primarily of an $ 8,780 gain related to the termination of liabilities related to a frozen retirement benefit plan (non-cash), primarily offset by $ 2,095 related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives, $ 2,091 for legal and advisory professional service costs primarily related to restructuring activities and other charges, $ 1,963 of severance primarily related to the resignation of our former Chief Executive Officer on June 11, 2024, $ 1,388 of which is included in accrued liabilities in the Consolidated Balance Sheet as of May 3, 2025, and $ 1,059 related to the settlement of a class action lawsuit and related legal fees.

We recognized an increase to additional paid in capital on the Consolidated Balance Sheet for the reimbursement of the former Chief Executive Officer severance from VitalSource (a principal stockholder) as part of the June 10, 2024 financing transactions.

During the 52 weeks ended April 27, 2024, we recognized other expense totaling $ 19,409 , comprised primarily of $ 19,651 for costs associated with professional service costs for restructuring (as discussed below) and process improvements, and $ 1,097 for severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction objectives, partially offset by $ 1,339 in an actuarial gain related to a frozen retirement benefit plan (non-cash).

Pursuant to the July 28, 2023 Credit Agreement amendment, the Board established a committee consisting of three independent directors to explore, consider, solicit expressions of interest or proposals for, respond to any communications, inquiries or proposals regarding, and advise as to all strategic alternatives to effect a “Specified Liquidity Transaction” (as defined in the Credit Agreement).

Restructuring and other charges include costs associated with the costs of this committee, as well as other related legal and advisory professional service costs.

For additional information, see Note 9.

Other (income) expense, net

During the 52 weeks ended May 2, 2026, BNED recognized other income totaling $ 4,281 .

During fiscal 2026, the Company recognized income of approximately $ 12,625 related to the resolution of its participation interest purchase agreement associated with the Visa/Mastercard interchange litigation.

The income represents the recognition of previously deferred amounts upon settlement of the underlying litigation.

See Note 9, Participation Interest Purchase Agreement for additional details.

This was offset by Investigation related costs of $ 7,296 and other professional service fees of $ 1,048 .

During the 53 weeks ended May 3, 2025, BNED recognized other income totaling $ 1,572 , comprised primarily of an $ 8,780 gain related to the termination of liabilities related to a frozen retirement benefit plan, primarily offset by $ 2,095 related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives, $ 2,091 for legal and advisory professional service costs primarily related to restructuring activities and other charges, $ 1,963 of severance primarily related to the resignation of our former Chief Executive Officer on June 11, 2024, $ 1,388 of which is included in accrued liabilities in the Consolidated Balance Sheet as of May 3, 2025, and $ 1,059 related to the settlement of a class action lawsuit and related legal fees.

BNED recognized an increase to additional paid in capital on the Consolidated Balance Sheet for the reimbursement of the former Chief Executive Officer severance from VitalSource (a principal stockholder) as part of the June 10, 2024 financing transactions.

Related Party Transactions

MBS Textbook Exchange, LLC

Prior to the acquisition of MBS on February 27, 2017, MBS was considered a related-party as it was majority-owned by Leonard Riggio, who is a principal owner holding substantial shares of our common stock, and other members of the Riggio family.

Subsequent to the acquisition, the consolidated financial statements include the accounts of MBS and all material intercompany accounts and transactions have been eliminated in consolidation.

MBS leases its main warehouse and distribution facility located in Columbia, Missouri from MBS Realty Partners L.P.

which is majority-owned by Leonard Riggio, with the remaining ownership by other sellers of MBS.

The lease was originally entered into in 1991 and included a renewal option which extended the lease through September 1, 2023.

Effective January 1, 2025, MBS amended the lease agreement to lower the rent and extend the term to December 31, 2028.

Rent payments to MBS Realty Partners L.P.

were approximately $ 660 and $ 690 during the 53 weeks ended May 3, 2025 and 52 weeks ended April 27, 2024, respectively.

TopLids LendCo, LLC

In December 2020 (Fiscal 2021), we entered into the F/L Relationship to execute a merchandising agreement with Fanatics and Lids which included a strategic equity investment in the Company.

In December 2020 (Fiscal 2021), BNED entered into the F/L Relationship to execute a merchandising agreement with Fanatics and Lids which included a strategic equity investment in the Company.

Fanatics, Inc.

and Lids Holdings, Inc., jointly as TopLids LendCo, LLC (“TopLids”), purchased an aggregate 2,307,692 of our common shares.

On June 7, 2022, we entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC (see discussion below).

TopLids owns approximately 5 % of our Common Stock outstanding following the closing of the Transactions.

Total commission revenue from the F/L Relationship was $ 116,546 and $ 126,886 , during the 53 weeks ended May 3, 2025 and 52 weeks ended April 27, 2024, respectively.

Total receivables from Fanatics was $ 1,208 and $ 1,061 , as of May 3, 2025 and April 27, 2024, respectively.

For additional information, see Note 1.

Organization, Note 6.

Equity and Earnings (Loss) Per Share, and Note 9.

On June 7, 2022, BNED entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC (see discussion below).

TopLids ceased to be a related party during the fourth quarter of fiscal 2025.

Total commission revenue from the F/L Relationship was $ 126,886 , during the 53 weeks ended May 3, 2025.

Total receivables from Fanatics was $ 1,208 as of May 3, 2025.

VitalSource Technologies, Inc.

On June 7, 2022, we entered into a Term Loan Credit Agreement with TopLids LendCo, LLC (see discussion above) and

On June 7, 2022, BNED entered into a Term Loan Credit Agreement with TopLids LendCo, LLC (see discussion above) and Vital Fundco, LLC (a subsidiary of Vital Technologies, Inc.

(“VitalSource”)).

BNED has contracted with VitalSource to provide digitally formatted courseware, from all major publishers.

VitalSource owns more than 5 % of our Common Stock outstanding following the closing of the Transactions.

Total purchases from VitalSource were $ 573,412 and $ 454,502 , during the 52 weeks

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

Vital Fundco, LLC (a subsidiary of Vital Technologies, Inc.

(“VitalSource”)).

We have contracted with VitalSource to provide digitally formatted courseware, from all major publishers.

VitalSource owns more than 5 % of our Common Stock outstanding following the closing of the Transactions.

Total purchases from VitalSource were $ 454,502 and $ 331,232 , during the 53 weeks ended May 3, 2025 and 52 weeks ended April 27, 2024, respectively.

Total accounts payable to VitalSource was $ 38,484 and $ 132,611 , as of May 3, 2025 and April 27, 2024, respectively.

ended May 2, 2026 and 53 weeks ended May 3, 2025, respectively.

Total accounts payable to VitalSource was $ 21,543 and $ 38,484 , as of May 2, 2026 and May 3, 2025, respectively.

For additional information, see Note 1.

Organization, Note 6.

Equity and Earnings (Loss) Per Share, and Note 9.

Equity, and Note 10.

On June 10, 2024, Immersion purchased a controlling interest in the Company.

During Fiscal 2025, the Company reimbursed Immersion approximately $ 750 in transaction costs related to the purchase and integration due to such transaction.

During Fiscal 2026 and 2025, the Company reimbursed Immersion approximately $ 560 and $ 750 , respectively.

in professional fees related to integration costs.

Employees Benefit Plans

We sponsor defined contribution plans for the benefit of substantially all of the employees of BNC.

MBS maintains a profit sharing plan covering substantially all full-time employees of MBS.

For all plans, we are responsible to fund the employer contributions directly, if any.

Total employee benefit expense for these plans was $ 0 and $ 1,687 , during the 53 weeks ended May 3, 2025 and the 52 weeks ended April 27, 2024, respectively.

Commencing in September 2023, we revised the 401(k) retirement savings plan to an annual end of plan year discretionary match, in lieu of the current pay period match.

The Company sponsors a defined contribution plan for the benefit of substantially all of the employees.

The Company is responsible to fund the employer contributions directly.

The 401(k)-retirement savings plan provides an annual end of plan year discretionary match, in lieu of the current pay period match.

Total employee benefit expense for these plans was $ 0 during the 52 weeks ended May 2, 2026 and the 53 weeks ended May 3, 2025, respectively.

Long-Term Incentive Compensation Expense

We have reserved 2,179,093 shares of our common stock for future grants in accordance with the Barnes & Noble Education Inc.

BNED has reserved 2,179,093 shares of our common stock for future grants in accordance with the Barnes & Noble Education Inc.

Equity Incentive Plan.

Types of equity awards that can be granted under the Equity Incentive Plan include options, restricted stock (“RS”), restricted stock units (“RSU”), performance shares (“PS”), performance share units (“PSU”), and phantom share units (or "Phantom Shares").

We recognize compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years .

We recognize compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate.

We calculate the fair value of these awards based on the closing stock price on the date the award was granted.

For those awards with market conditions, we have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.

BNED recognizes compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years .

BNED recognizes compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate.

BNED calculates the fair value of these awards based on the closing stock price on the date the award was granted.

For those awards with market conditions, BNED has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.

Restricted Stock Awards

10 unchanged sentences

RSUs generally vest over a period of three years , but will have a minimum vesting period of one year .

Phantom Shares

Phantom Shares were granted to employees.

Each Phantom Share represents the economic equivalent to one share of the Company's common stock and will be settled in cash based on the fair market value of a share of common stock at each vesting date in an amount not to exceed a specific value per share.

The Phantom Shares vest and settle in three equal installments commencing one year after the date of grant.

The fair value of the Phantom Shares was determined using the closing stock price on the date of the award less the fair value of the call option which was estimated using the Black-Scholes model.

The fair value of the liability for the cash-settled Phantom Share awards will be remeasured at the end of each reporting period through settlement to reflect current risk-free rate and volatility assumptions.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

As of May 3, 2025 and April 27, 2024, respectively, we recorded an immaterial liability (Level 2 input) related to phantom share unit grants which is reflected in accrued liabilities on the Consolidated Balance Sheets.

Stock Options

For stock options granted with an "at market" exercise price, we determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, we determined the grant date fair value using the Monte Carlo simulation model.

For stock options granted with an "at market" exercise price, BNED determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, BNED determined the grant date fair value using the Monte Carlo simulation model.

The fair value models for stock options use assumptions that include the risk-free interest rate, expected volatility, expected dividend yield and expected term of the options.

5 unchanged sentences

Long-Term Incentive Compensation Activity

On June 11, 2024, we completed the Reverse Stock Split, which was approved by stockholders at a special meeting held on June 5, 2024.

On June 11, 2024, BNED completed the Reverse Stock Split, which was approved by stockholders at a special meeting

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

held on June 5, 2024.

In connection with the Reverse Stock Split, every 100 shares of the common stock issued and outstanding were converted into one share of the Company’s common stock.

The following table presents a summary of awards activity related to our current Equity Incentive Plan and reflects the Reverse Stock Split for all periods presented:

Restricted Stock Awards Restricted Stock Units Phantom Shares Performance Share Units

Restricted Stock Awards Restricted Stock Units Performance Share Units

Shares Weighted

2 unchanged sentences

Grant Date Fair Value Number of

Shares Weighted

Fair Value Number of

Balance, April 27, 2024 — $ — 4,853 $ 503.72 468 $ 850.00 — $ —

Balance, May 3, 2025 81,720 $ — 61,993 $ 12.39 1,636,950 $ 9.55

Granted — $ 9.79 143,202 $ 8.38 10,000 $ 7.85

2 unchanged sentences

Balance, May 2, 2026 — $ — 203,998 $ 8.80 1,185,464 $ 9.53

As of the 53 weeks ended May 3, 2025, we granted the following awards under the Equity Incentive Plan:

• On June 18, 2024, we granted 7,441 RSUs and 29,764 RSAs to members of the Board of Directors.

The RSAs vested on September 18, 2024.

• On September 20, 2024, we granted 61,290 RSUs and 81,720 RSAs to members of the Board of Directors.

As of the 52 weeks ended May 2, 2026, BNED granted the following awards under the Equity Incentive Plan:

• On March 12, 2026, BNED granted 143,202 RSUs to members of the Board of Directors.

The RSUs vest on the earlier of one year from the date of grant or the next annual meeting of stockholders.

• On September 20, 2024, we granted 1,533,250 PSUs to employees that include both a service condition and a market condition in order for PSUs to vest.

• On March 12, 2026, BNED granted 10,000 PSUs to employees that include both a service condition and a market condition in order for PSUs to vest.

The PSUs vest upon our Common Stock achieving a specified price per share (measured using a 100-day average volume weighted average price ("VWAP") for each of three tranches), and continued employment through a specified date.

There is a period of seven years from the grant date in order to achieve the specific target share price.

We have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied.

The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility.

The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term.

Volatility is based on the historical volatility of the Company’s Common Stock over a period of time corresponding to the expected PSU term.

• On February 21, 2025, March 12, 2025, and March 31, 2025, we granted 77,000 , 112,000 and 7,500 PSUs, respectively, to employees that include both a service condition and market condition in order for PSUs to vest.

The PSUs vest upon our Common Stock achieving a specified price per share (measured using a 100-trading-day average VWAP for each of three tranches), and continued employment through a specified date.

There is a period of seven years from the grant date in order to achieve the specific target share price.

We have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

service period regardless of whether the market condition is satisfied.

BNED has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied.

The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility.

1 unchanged sentence

Volatility is based on the historical volatility of the Company’s Common Stock over a period of time corresponding to the expected PSU term.

September 20, 2024 PSU Tranche #1 PSU Tranche #2 PSU Tranche #3

Performance Milestone (VWAP) $ 10.00 $ 15.00 $ 20.00

Valuation method utilized Monte Carlo Monte Carlo Monte Carlo

Risk-free interest rate 3.53 % 3.53 % 3.53 %

Company volatility 119.84 % 119.84 % 119.84 %

Derived service period 1.0 year 2.0 years 3.0 years

Grant date fair value per award $ 9.74 $ 9.62 $ 9.46

February 21, 2025 PSU Tranche #1 PSU Tranche #2 PSU Tranche #3

Performance Milestone (VWAP) $ 10.00 $ 15.00 $ 20.00

Valuation method utilized Monte Carlo Monte Carlo Monte Carlo

Risk-free interest rate 4.27 % 4.27 % 4.27 %

Company volatility 120.50 % 120.50 % 120.50 %

Derived service period 0.40 years 0.67 years 1.00 year

Grant date fair value per award $ 10.10 $ 10.02 $ 9.94

March 12, 2026 PSU Tranche #1 PSU Tranche #2 PSU Tranche #3

21 unchanged sentences

Exercise Price

Balance, April 27, 2024 25,190 $ 241.00 $ 524.00

Balance, May 3, 2025 3,818 $ 261.35 $ 552.07

Granted — $ — $ —

3 unchanged sentences

Exercisable, May 2, 2026 3,612 $ 268.05 $ 562.69

The aggregate grant date fair value of stock options that vested during the 53 weeks ended May 3, 2025 and the 52 weeks ended April 27, 2024 was $ 566 and $ 1,540 , respectively.

Total fair value of vested share awards during the periods ended May 3, 2025 and April 27, 2024 was $ 2,258 and $ 4,405 , respectively.

The aggregate grant date fair value of stock options that vested during the 52 weeks ended May 2, 2026 and the 53 weeks ended May 3, 2025 was $ 172 and $ 566 , respectively.

Total fair value of vested share awards during the periods ended May 2, 2026 and May 3, 2025 was $ 4,049 and $ 2,258 , respectively.

Long-Term Incentive Compensation Expense

We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows:

BNED recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows:

52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Stock-based awards

3 unchanged sentences

Stock option expense (b)

( 798 ) 1,328

Sub-total stock-based awards:

6 unchanged sentences

Total unrecognized compensation cost related to unvested awards as of May 2, 2026 was $ 5,621 and is expected to be recognized over a weighted-average period of 1.33 years.

For Fiscal 2025 and Fiscal 2024, we had no material revenue or expense in jurisdictions outside the United States other than India.

Impact of U.S.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (The “CARES Act”) was enacted.

We have analyzed the provisions, which provide for a technical correction to allow for full expensing of qualified leasehold improvements, modifications to charitable contributions and net operating loss limitations (“NOLs”), modifications to the deductibility of business interest expense, as well as Alternative Minimum Tax (“AMT”) credit acceleration.

The components of income (loss) before taxes are as follows:

52 weeks ended 53 weeks ended

May 2, 2026 May 3, 2025

Domestic $ 20,030 $ ( 62,469 )

International 642 900

Total income (loss) before taxes $ 20,672 $ ( 61,569 )

Index to Form 10-K Index to FS

3 unchanged sentences

(In thousands, except share and per share data)

significant impact of the legislation for the Company was an income tax benefit of $ 7,164 for the carryback of NOLs to higher tax rate years, recorded in Fiscal 2021.

As of May 3, 2025, we recognized a current income tax receivable for NOL carrybacks in prepaid and other current assets on the Consolidated Balance Sheet.

We received a $ 15,774 refund in Fiscal 2023 and a $ 7,621 refund in Fiscal 2024 and a final refund of $ 2,403 in Fiscal 2025.

Impact of U.S.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBB Act”) was enacted into law.

The OBBB Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The significant provisions of the OBBB Act is effective between Fiscal 2026 and Fiscal 2027.

It did not have a material impact on the Fiscal 2026 effective tax rate and is not expected to have a material impact on the Fiscal 2027 effective tax rate.

The components of Income tax expense are as follows:

52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Federal $ 3,224 $ 3,484

7 unchanged sentences

Reconciliation between the effective income tax rate and the federal statutory income tax rate is as follows:

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

52 weeks ended 53 weeks ended

May 3, 2025 April 27, 2024

Federal statutory income tax rate

21.0 % 21.0 %

State income taxes, net of federal income tax benefit

Permanent book / tax differences ( 18.1 ) ( 1.4 )

Changes in valuation allowance

May 2, 2026 May 3, 2025

% $ Amount % $ Amount

US Federal Statutory Tax Rate 21.0 % $ 4,341 21.0 % $ ( 12,930 )

State and Local Income Taxes, Net of Federal Income Tax Effect (1)

5.8 % $ 1,193 ( 1.7 ) % $ 1,044

Other, net ( 0.5 ) ( 0.1 )

Effective income tax rate ( 6.9 ) % ( 1.2 ) %

The effective tax rate for the 53 weeks ended May 3, 2025 is lower than the prior year comparable period due to permanent differences related to the debt-to-equity conversion, attribute limitations due to IRC 382, and valuation allowance movement.

Foreign Tax Effects

India - Withholding Tax 0.4 $ 76 — $ 28

India - Other 0.9 $ 196 ( 0.1 ) $ 55

WOTC ( 1.4 ) $ ( 283 ) 0.6 $ ( 341 )

Other ( 0.1 ) $ ( 16 ) — $ ( 16 )

Changes in Valuation Allowances ( 6.8 ) $ ( 1,403 ) ( 6.7 ) $ 4,138

Nontaxable or Nondeductible Items

Book Loss on Debt to Equity Conversion — $ — ( 18.9 ) $ 11,599

Other 0.3 $ 62 ( 1.0 ) $ 640

Changes in Unrecognized Tax Benefits — $ — — $ —

Other Adjustments

Return to Provision ( 1.4 ) $ ( 282 ) 0.1 $ ( 36 )

Other ( 0.4 ) $ ( 84 ) ( 0.2 ) $ 75

Effective Tax Rate 18.3 % $ 3,800 ( 6.9 ) % $ 4,256

(1) State taxes in California, Florida, Pennsylvania and Texas make up the majority (greater than 50%) of the tax effect in this category.

The effective tax rate for the 52 weeks ended May 2, 2026 is higher than the prior year comparable period due to permanent differences related to the debt-to-equity conversion in the prior year period.

One percentage point on our Fiscal 2026 effective tax rate is approximately $ 207 .

The other permanent book to tax differences are principally comprised of a loss on the conversion of debt to equity, non-deductible officer's compensation, and non-deductible stock compensation.

We account for income taxes using the asset and liability method.

Deferred taxes are recorded based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards.

Income Taxes Paid, Net of Refunds Received

52 weeks ended 53 weeks ended

May 02, 2026 May 03, 2025

Federal $ 5,870 $ 988

State and Local 1,772 913

Foreign 275 229

Total income taxes paid, net of refunds received $ 7,917 $ 2,130

Index to Form 10-K Index to FS

4 unchanged sentences

The significant components of our deferred taxes consisted of the following:

May 3, 2025 April 27, 2024

May 2, 2026 May 3, 2025

Deferred tax assets:

20 unchanged sentences

Net deferred tax liability $ — $ ( 1,135 )

As of May 3, 2025 and April 27, 2024, we had $ 0 of unrecognized tax benefits.

As of May 2, 2026 and May 3, 2025, BNED had $ 0 of unrecognized tax benefits.

Our policy is to recognize interest and penalties related to income tax matters in income tax expense.

As of both May 3, 2025 and April 27, 2024, we had accrued $ 0 for net interest and penalties.

As of both May 2, 2026 and May 3, 2025, BNED had accrued $ 0 for net interest and penalties.

In assessing the realizability of the deferred tax assets, management considered whether it is more likely than not that some or all of the deferred tax assets would be realized.

In evaluating our ability to utilize our deferred tax assets, we considered all available evidence, both positive and negative, in determining future taxable income on a jurisdiction-by-jurisdiction basis.

As of May 3, 2025, we recorded a valuation allowance of $ 84,566 compared to $ 79,065 as of April 27, 2024, a net increase of $ 5,501 due to fluctuations in U.S.

In evaluating our ability to utilize our deferred tax assets, BNED considered all available evidence, both positive and negative, in determining future taxable income on a jurisdiction-by-jurisdiction basis.

As of May 2, 2026, BNED recorded a valuation allowance of $ 83,121 compared to $ 84,566 as of May 3, 2025, a net increase of $ 1,445 due to fluctuations in U.S.

deferred tax assets and liabilities.

As of May 3, 2025, we had state NOL carryforwards of approximately $ 406,041 , which will begin to expire in 2026, state tax credit carryforwards totaling $ 295 which will begin to expire in 2025, federal tax credit carryforward of $ 1,071 which will begin to expire in 2040 and federal NOLs of approximately $ 211,913 , which have an indefinite carryforward period.

As of May 3, 2025, we recorded $ 229 of foreign withholding tax related to future repatriations of earnings from certain foreign subsidiaries.

We are subject to U.S.

As of May 2, 2026, BNED had state NOL carryforwards of approximately $ 389,568 , which will begin to expire in 2027, state tax credit carryforwards totaling $ 210 which will begin to expire in 2027, federal tax credit carryforward of $ 1,075 which will begin to expire in 2040 and federal NOLs of approximately $ 195,845 , which have an indefinite carryforward period.

As of May 2, 2026, BNED recorded $ 305 of foreign withholding tax related to future repatriations of earnings from certain foreign subsidiaries.

BNED is subject to U.S.

federal income tax, as well as income tax in jurisdictions of each state having an income tax.

8 unchanged sentences

Similar rules may apply under state tax laws.

As a result of the Rights Offering, Backstop Commitment, Private Investment, and Term Loan Debt Conversion completed on June 10, 2024, we may have experienced an ownership change as defined by Sections 382 and 383.

As a result of the Rights Offering, Backstop Commitment, Private Investment, and Term Loan Debt Conversion completed on June 10, 2024, BNED may have experienced an ownership change as defined by Sections 382 and 383.

The Company conducted a study to determine if an ownership change occurred.

It was determined that an ownership change occurred under Section 382 and 383, and the corresponding annual limitations materially impact the utilization of our tax attributes including our $ 195,845 NOL carryforwards, $ 44,297 disallowed interest expense carryforwards, and $ 1,075 tax credit carryforwards as of May 2, 2026.

The Company anticipates that $ 63,092 of these tax attributes will be made available during Fiscal 2026 and Fiscal 2027.

The Company does not have any material uncertain tax positions requiring recognition in the financial statements as of May 3, 2025.

The Company anticipates that $ 29,691 of these tax attributes will be made available during Fiscal 2027.

The Company does not have any material uncertain tax positions requiring recognition in the financial statements as of May 2, 2026 and May 3, 2025, respectively.

Legal Proceedings

We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters.

We record a liability when we believe that it is both probable that a loss has been incurred and the amount of loss can be reasonably estimated.

Based on our current knowledge, we do not believe that there is a reasonable possibility that the final outcome of any pending or threatened legal proceedings to which we or any of our subsidiaries are a party, either individually or in the aggregate, will have a material adverse effect on our future financial results.

BNED is involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters.

BNED records a liability when BNED believes that it is both probable that a loss has been incurred and the amount of loss can be reasonably estimated.

Based on our current knowledge, BNED does not believe that there is a reasonable possibility that the final outcome of any pending or threatened legal proceedings to which BNED or any of our subsidiaries are a party, either individually or in the aggregate, will have a material adverse effect on our future financial results.

However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control.

1 unchanged sentence

Commitments and Contingencies

We generally operate our physical bookstores pursuant to multi-year school management contracts under which a school designates us to operate the official school physical bookstore on campus and we provide the school with regular payments that represent a percentage of store sales and, in some cases, include a minimum fixed guaranteed payment.

We account for these operating agreements for our physical bookstores under lease accounting.

We recognize lease assets and lease liabilities on the Consolidated Balance Sheets for substantially all fixed lease arrangements (excluding variable obligations) with a term greater than twelve months.

BNED generally operates our physical bookstores pursuant to multi-year school management contracts under which a school designates us to operate the official school physical bookstore on campus and BNED provides the school with regular payments that represent a percentage of store sales and, in some cases, include a minimum fixed guaranteed payment.

BNED accounts for these operating agreements for our physical bookstores under lease accounting.

BNED recognizes lease assets and lease liabilities on the Consolidated Balance Sheets for substantially all fixed lease arrangements (excluding variable obligations) with a term greater than twelve months.

For additional information on lease expense and minimum fixed lease obligations, excluding variable commissions, see Note 11.

8 unchanged sentences

While the Company actively monitors supplier performance, seeks to diversify its supplier base, and pursues alternative sources of supply where feasible, a disruption in the supply chain from this supplier could have a material adverse effect on the Company’s operations and financial results.

Selected Quarterly Financial Information (Unaudited)

Prior to filing the Company’s May 3, 2025, Form 10-K, management determined that both the cost of digital sales and the expense recognition for store operating agreements under ASC 842, Leases , had been recorded inappropriately.

In addition, as a part of completing our year-end financial statement close and preparation of our consolidated financial statements and related disclosures for the fiscal year ended May 3, 2025, we determined we had additional errors related to Textbook rental inventory and a legal settlement, see Note 2, Summary of Significant Accounting Policies for further detail.

The Company's Audit

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Committee of the Company's Board of Directors concluded it is appropriate to restate the unaudited quarterly condensed consolidated financial statements for the 13 weeks ended July 29 , 2023, October 28, 2023, January 27, 2024, July 27, 2024, October 26, 2024 and January 25, 2025.

A summary of quarterly financial information for the 53 weeks and 52 weeks ended May 3, 2025 and April 27, 2024, respectively, is as follows:

13 Weeks Ended (a)

14 Weeks Ended (a)

July 27, 2024 October 26, 2024 January 25, 2025 May 3, 2025

Sales $ 263,431 $ 602,122 $ 462,825 $ 281,792

$ 44,996 $ 128,477 $ 93,750 $ 70,581

Net (loss) income (b)(c)(d)

$ ( 103,925 ) $ 43,162 $ 17,942 $ ( 23,004 )

(Loss) earnings per common share:

Basic and Diluted

Total Basic (Loss) Earnings per share

$ ( 7.69 ) $ 1.63 $ 0.59 $ ( 0.68 )

Weighted average common shares outstanding - Basic:

13,510,667 26,527,174 30,507,723 34,053,847

Total Diluted (Loss) Earnings per share

$ ( 7.69 ) $ 1.63 $ 0.59 $ ( 0.68 )

Weighted average common shares outstanding - Diluted:

13,510,667 26,541,804 30,642,958 34,053,847

(a) For information related to quarterly seasonality and other variance components, see Note 2.

Basis of Presentation and Summary of Significant Accounting Policies - Seasonality .

(b) Includes $ 3,618 , $( 150 ), $( 6,268 ), and $ 1,228 of other (income) expense for the 13 weeks ended July 27, 2024, October 26, 2024, January 25, 2025 and 14 weeks ended May 3, 2025, respectively.

(c) Includes $ 0 , $ 0 , $ 1,713 , and $ 0 of impairment loss (non-cash) for the 13 weeks ended July 27, 2024, October 26, 2024, January 25, 2025 and 14 weeks ended May 3, 2025, respectively.

(d) Includes $ 7,618 , $ 5,463 , $ 5,083 , and $ 4,096 of interest expense for the 13 weeks ended July 27, 2024, October 26, 2024, January 25, 2025 and 14 weeks ended May 3, 2025, respectively.

(e) On June 10, 2024, we completed various Transactions, including an equity rights offering.

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 .

The weighted average common shares and loss per common share reflect the bonus element resulting from the equity rights offering and the reverse stock split for all periods presented on the Consolidated Statements of Operations.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

13 Weeks Ended (a)

July 29, 2023 October 28, 2023 January 27, 2024 April 27, 2024

Sales $ 264,161 $ 610,379 $ 456,673 $ 235,922

Gross profit $ 48,205 $ 140,697 $ 100,601 $ 55,410

(Loss) income from continuing operations, net of tax (b)(c)(d)

$ ( 52,500 ) $ 29,091 $ ( 9,621 ) $ ( 41,989 )

(Loss) income from discontinued operations, net of tax

$ ( 417 ) $ ( 674 ) $ 289 $ 72

Net (loss) income (b)(c)(d)

$ ( 52,917 ) $ 28,417 $ ( 9,332 ) $ ( 41,917 )

(Loss) earnings per common share:

Basic and Diluted

Continuing operations $ ( 19.83 ) $ 10.96 $ ( 3.60 ) $ ( 15.71 )

Discontinued operations ( 0.16 ) ( 0.25 ) 0.11 0.02

Total Basic (Loss) Earnings per share

$ ( 19.99 ) $ 10.71 $ ( 3.49 ) $ ( 15.69 )

Weighted average common shares outstanding - Basic:

2,647,536 2,655,006 2,673,240 2,673,403

Continuing operations $ ( 19.83 ) $ 10.95 $ ( 3.60 ) $ ( 15.71 )

Discontinued operations ( 0.16 ) ( 0.25 ) 0.11 0.02

Total Diluted (Loss) Earnings per share

$ ( 19.99 ) $ 10.70 $ ( 3.49 ) $ ( 15.69 )

Weighted average common shares outstanding - Diluted:

2,647,536 2,655,799 2,673,240 2,673,403

(a) For information related to quarterly seasonality and other variance components, see Part II - Item 7.

Management's Discussion and Analysis - Results of Operations and Note 2.

Basis of Presentation and Summary of Significant Accounting Policies - Seasonality .

(b) Includes $ 4,633 , $ 4,274 , $ 3,413 , and $ 7,089 of restructuring and other charges for the 13 weeks ended July 29, 2023, October 28, 2023, January 27, 2024 and April 27, 2024, respectively.

(c) Includes $ 0 , $ 0 , $ 5,798 , and $ 1,368 of impairment loss (non-cash) for the 13 weeks ended July 29, 2023, October 28, 2023, January 27, 2024 and April 27, 2024, respectively.

(d) Includes $ 8,254 , $ 10,664 , $ 10,620 , and $ 10,827 of interest expense for the 13 weeks ended July 29, 2023, October 28, 2023, January 27, 2024 and April 27, 2024, respectively.

(e) On June 10, 2024, we completed various transactions, including an equity rights offering.

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 .

Subsequent Events

As previously disclosed, the Company was unable to timely file certain periodic reports due to the completion of a review of certain accounting matters and, as a result, has restated its previously issued consolidated financial statements for certain prior periods, as described in Note 2, Basis of Presentations and Summary of Significant Accounting Policies .

Subsequent to May 3, 2025, the Company entered into limited consent and waiver arrangements with its lenders related to the timing of required financial statement deliveries and was in compliance with the applicable terms of these arrangements as of the issuance date of these financial statements.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Restatement of Quarterly Financial Information (Unaudited)

Prior to filing the Company's Annual Report on Form 10-K for the fiscal year ended May 3, 2025, management determined that there were errors made related to the recording of digital cost of sales, as well as its expense recognition for its store operating agreements, which was not recorded in accordance with ASC Topic 842, Leases .

The Company's Audit Committee of the Board of Directors concluded that it is appropriate to restate the unaudited quarterly condensed consolidated financial statements for the quarterly periods ended July 29, 2023, October 28, 2023, January 27, 2024, July 27, 2024, October 26, 2024, and January 25, 2025 (collectively, the "Restated Periods").

The following tables summarize the impact of the restatements on the Company’s unaudited quarterly condensed consolidated financial statements for the Restated Periods:

Summary of Restatements

Consolidated Statements of Operations

July 27, 2024 October 26, 2024 January 25, 2025 July 29, 2023 October 28, 2023 January 27, 2024 April 27, 2024

Digital Cost Of Sales (a)

Total sales $ — $ — $ ( 3,500 ) $ — $ — $ — $ —

Product and other cost of sales $ ( 659 ) $ 12,409 $ ( 2,050 ) $ — $ — $ ( 2,513 ) $ 8,252

Rental cost of sales $ — $ 641 $ 143 $ — $ — $ — $ —

Income tax expense (benefit)

$ 2,458 $ ( 2,542 ) $ ( 12,655 ) $ — $ — $ — $ —

July 27, 2024 October 26, 2024 January 25, 2025 July 29, 2023 October 28, 2023 January 27, 2024 April 27, 2024

Product and other cost of sales $ 2,619 $ ( 3,475 ) $ 993 $ 2,266 $ ( 3,880 ) $ 1,898 $ 3,574

Rental cost of sales $ 250 $ ( 409 ) $ 43 $ 163 $ ( 575 ) $ 50 $ 689

Depreciation and amortization expense $ 14 $ 12 $ 13 $ — $ — $ — $ —

Income tax expense (benefit)

$ ( 236 ) $ ( 63 ) $ ( 2,117 ) $ 100 $ 218 $ 258 $ 99

Other Adjustments (c)

July 27, 2024 October 26, 2024 January 25, 2025 July 29, 2023 October 28, 2023 January 27, 2024 April 27, 2024

Rental cost of sales $ — $ — $ — $ — $ — $ — $ 1,939

Other (income) expense

$ — $ — $ 1,300 $ — $ — $ — $ —

Total Statement of Operations

July 27, 2024 October 26, 2024 January 25, 2025 July 29, 2023 October 28, 2023 January 27, 2024 April 27, 2024

Total sales $ — $ — $ ( 3,500 ) $ — $ — $ — $ —

Product and other cost of sales $ 1,960 $ 8,934 $ ( 1,057 ) $ 2,266 $ ( 3,880 ) $ ( 615 ) $ 11,826

Rental cost of sales $ 250 $ 232 $ 186 $ 163 $ ( 575 ) $ 50 $ 2,628

Depreciation and amortization expense $ 14 $ 12 $ 13 $ — $ — $ — $ —

Other (income) expense

$ — $ — $ 1,300 $ — $ — $ — $ —

Income tax expense (benefit) (d)

$ 2,222 $ ( 2,605 ) $ ( 14,772 ) $ 100 $ 218 $ 258 $ 99

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Consolidated Balance Sheets

As of As of As of As of As of As of As of

July 27, 2024 October 26, 2024 January 25, 2025 July 29, 2023 October 28, 2023 January 27, 2024 April 27, 2024 (e)

Digital Cost of Sales (a)

Accounts receivable

$ ( 2,424 ) $ ( 16,079 ) $ ( 10,722 ) $ — $ — $ 211 $ ( 5,272 )

Prepaid expenses and other current assets $ ( 1,811 ) $ ( 59 ) $ 3,700 $ — $ — $ — $ —

Deferred tax assets, net $ — $ — $ ( 1,055 ) $ — $ — $ — $ —

Accrued liabilities $ 2,656 $ 2,245 $ ( 4,691 ) $ — $ — $ ( 2,298 ) $ 467

Long-term deferred taxes, net $ 647 $ ( 337 ) $ 3,598 $ — $ — $ — $ —

Accumulated deficit

$ ( 7,538 ) $ ( 18,046 ) $ ( 6,984 ) $ — $ — $ 2,509 $ ( 5,739 )

Prepaid expenses and other current assets $ ( 411 ) $ — $ 3,067 $ — $ — $ — $ —

Property and equipment, net $ 224 $ 211 $ 197 $ — $ — $ — $ —

Operating lease right-of-use assets $ ( 22,949 ) $ ( 3,537 ) $ 15,096 $ ( 30,428 ) $ ( 3,298 ) $ 12,824 $ 14,814

Accrued liabilities $ 15,785 $ 21,120 $ 21,312 $ 16,649 $ 19,940 $ 34,607 $ 20,714

Current operating lease liabilities $ ( 62,510 ) $ ( 47,471 ) $ ( 28,461 ) $ ( 65,341 ) $ ( 46,581 ) $ ( 43,342 ) $ ( 25,246 )

Long-term deferred taxes, net $ 28 $ 385 $ 1,326 $ 100 $ 318 $ 576 $ 675

Long-term operating lease liabilities $ 5,971 $ 1,115 $ 1,590 $ ( 4,404 ) $ ( 3,780 ) $ ( 3,620 ) $ ( 1,566 )

Accumulated deficit

$ 17,590 $ 21,525 $ 22,593 $ 22,568 $ 26,805 $ 24,603 $ 20,237

Other Adjustments (c)

Textbook rental inventories $ ( 4,677 ) $ ( 4,677 ) $ ( 4,677 ) $ ( 2,738 ) $ ( 2,738 ) $ ( 2,738 ) $ ( 4,677 )

Accrued liabilities $ — $ — $ 1,300 $ — $ — $ —

Other long-term liabilities $ — $ ( 7,828 ) $ — $ — $ — $ — $ —

Comprehensive Income $ — $ 7,828 $ — $ — $ — $ — $ —

Accumulated deficit

$ ( 4,677 ) $ ( 4,677 ) $ ( 5,977 ) $ ( 2,738 ) $ ( 2,738 ) $ ( 2,738 ) $ ( 4,677 )

Total Balance Sheet

Accounts receivable

$ ( 2,424 ) $ ( 16,079 ) $ ( 10,722 ) $ — $ — $ 211 $ ( 5,272 )

Textbook rental inventories $ ( 4,677 ) $ ( 4,677 ) $ ( 4,677 ) $ ( 2,738 ) $ ( 2,738 ) $ ( 2,738 ) $ ( 4,677 )

Prepaid expenses and other current assets $ ( 2,222 ) $ ( 59 ) $ 6,767 $ — $ — $ — $ —

Property and equipment, net $ 224 $ 211 $ 197 $ — $ — $ — $ —

Operating lease right-of-use assets $ ( 22,949 ) $ ( 3,537 ) $ 15,096 $ ( 30,428 ) $ ( 3,298 ) $ 12,824 $ 14,814

Deferred tax assets, net $ — $ — $ ( 1,055 ) $ — $ — $ — $ —

Accrued liabilities $ 18,441 $ 23,365 $ 17,921 $ 16,649 $ 19,940 $ 32,309 $ 21,181

Current operating lease liabilities $ ( 62,510 ) $ ( 47,471 ) $ ( 28,461 ) $ ( 65,341 ) $ ( 46,581 ) $ ( 43,342 ) $ ( 25,246 )

Long-term deferred taxes, net $ 675 $ 48 $ 4,924 $ 100 $ 318 $ 576 $ 675

Long-term operating lease liabilities $ 5,971 $ 1,115 $ 1,590 $ ( 4,404 ) $ ( 3,780 ) $ ( 3,620 ) $ ( 1,566 )

Other long-term liabilities $ — $ ( 7,828 ) $ — $ — $ — $ — $ —

Comprehensive Income $ — $ 7,828 $ — $ — $ — $ — $ —

Accumulated deficit

$ 5,375 $ ( 1,198 ) $ 9,632 $ 19,830 $ 24,067 $ 24,374 $ 9,821

(a) Reflects restatement adjustments to correct errors related to the recording of Cost of Digital Sales.

(b) Reflects restatement adjustments related to the Company's accounting for its store operating agreements in accordance with ASC 842, Leases.

(c) Reflects restatement adjustments primarily related to an accrued legal settlement of $ 1,300 reclassified from Q4 to Q3 2025, Textbook rental write offs of $ 1,939 in Q4 2024, and other immaterial error corrections primarily related to pension accounting in fiscal year 2025.

(d) Reflects restatement adjustments related to the Company’s income tax accounting in accordance with ASC 740, Income Taxes for the three fiscal quarters ended January 25, 2025.

The restatement adjustments are primarily a result of the changes to forecasted and actual pre-tax book income/(loss) utilized in arriving at the estimated annual effective tax rate.

The income tax effects of the error corrections are also included in the consolidated balance sheet accounts.

(e) Accumulated deficit reflects impact of the pre-2024 restatement adjustments $ 25,097 related to lease accounting and $( 2,738 ) related to Textbook rental inventory corrections.

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

The following presents the restated unaudited quarterly condensed financial statements for the quarter and year to date Restated Periods.

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share data)

13 Weeks Ended July 27, 2024

13 Weeks Ended July 29, 2023

As Previously As Previously

Reported Adjustment As Restated

Product sales and other $ 250,926 $ — $ 250,926 $ 252,650 $ — $ 252,650

Rental income 12,505 — 12,505 11,511 — 11,511

Total sales 263,431 — 263,431 264,161 — 264,161

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales 209,425 1,960 211,385 207,014 2,266 209,280

Rental cost of sales 6,800 250 7,050 6,513 163 6,676

Total cost of sales 216,225 2,210 218,435 213,527 2,429 215,956

47,206 ( 2,210 ) 44,996 50,634 ( 2,429 ) 48,205

Selling and administrative expenses 67,023 — 67,023 77,476 — 77,476

Depreciation and amortization expense 13,057 14 13,071 10,253 — 10,253

Loss on extinguishment of debt (a)

55,233 ( 55,233 ) — — — —

Other expense

3,618 — 3,618 4,633 — 4,633

Operating loss ( 91,725 ) 53,009 ( 38,716 ) ( 41,728 ) ( 2,429 ) ( 44,157 )

Loss on extinguishment of debt

— 55,233 55,233 — — —

Interest expense, net 7,618 — 7,618 8,254 — 8,254

Loss from continuing operations before income taxes ( 99,343 ) ( 2,224 ) ( 101,567 ) ( 49,982 ) ( 2,429 ) ( 52,411 )

Income tax expense (benefit)

136 2,222 2,358 ( 11 ) 100 89

Loss from continuing operations ( 99,479 ) ( 4,446 ) ( 103,925 ) ( 49,971 ) ( 2,529 ) ( 52,500 )

Loss from discontinued operations

— — — ( 417 ) — ( 417 )

Net loss $ ( 99,479 ) $ ( 4,446 ) $ ( 103,925 ) $ ( 50,388 ) $ ( 2,529 ) $ ( 52,917 )

Loss per share of Common Stock

Basic and Diluted

Continuing operations $ ( 7.36 ) $ ( 0.33 ) $ ( 7.69 ) $ ( 18.87 ) $ ( 0.96 ) $ ( 19.83 )

Discontinued operations — — — ( 0.16 ) — ( 0.16 )

Total Basic and Diluted Net Loss per share

$ ( 7.36 ) $ ( 0.33 ) $ ( 7.69 ) $ ( 19.03 ) $ ( 0.96 ) $ ( 19.99 )

Weighted average shares of common stock outstanding - Basic and Diluted 13,510,667 — 13,510,667 2,647,536 — 2,647,536

(a) Reclassified the loss on debt extinguishment to non-operating income (loss).

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share data)

13 Weeks Ended October 26, 2024

13 Weeks Ended October 28, 2023

As Previously As Previously

Reported Adjustment As Restated

Product sales and other $ 559,674 $ — $ 559,674 $ 569,698 $ — $ 569,698

Rental income 42,448 — 42,448 40,681 — 40,681

Total sales 602,122 — 602,122 610,379 — 610,379

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales 442,092 8,934 451,026 451,953 ( 3,880 ) 448,073

Rental cost of sales 22,387 232 22,619 22,184 ( 575 ) 21,609

Total cost of sales 464,479 9,166 473,645 474,137 ( 4,455 ) 469,682

137,643 ( 9,166 ) 128,477 136,242 4,455 140,697

Selling and administrative expenses 72,940 — 72,940 85,961 — 85,961

Depreciation and amortization expense 8,530 12 8,542 10,175 — 10,175

Other (income) expense

( 150 ) — ( 150 ) 4,274 — 4,274

Operating income

56,323 ( 9,178 ) 47,145 35,832 4,455 40,287

Interest expense, net 5,463 — 5,463 10,664 — 10,664

Income from continuing operations before income taxes

50,860 ( 9,178 ) 41,682 25,168 4,455 29,623

Income tax expense (benefit)

1,125 ( 2,605 ) ( 1,480 ) 314 218 532

Income from continuing operations

49,735 ( 6,573 ) 43,162 24,854 4,237 29,091

Loss from discontinued operations

— — — ( 674 ) — ( 674 )

$ 49,735 $ ( 6,573 ) $ 43,162 $ 24,180 $ 4,237 $ 28,417

Income per share of Common Stock

Basic and Diluted

Continuing operations $ 1.87 $ ( 0.24 ) $ 1.63 $ 9.36 $ 1.60 $ 10.96

Discontinued operations — — — ( 0.25 ) — ( 0.25 )

Total Basic Earnings per share

$ 1.87 $ ( 0.24 ) $ 1.63 $ 9.11 $ 1.60 $ 10.71

Weighted average common shares outstanding - Basic

26,527,174 — 26,527,174 2,655,006 — 2,655,006

Continuing operations $ 1.87 $ ( 0.24 ) $ 1.63 $ 9.36 $ 1.59 $ 10.95

Discontinued operations — — — ( 0.25 ) — ( 0.25 )

Total Diluted Earnings per share

$ 1.87 $ ( 0.24 ) $ 1.63 $ 9.11 $ 1.59 $ 10.70

Weighted average common shares outstanding - Diluted

26,541,804 — 26,541,804 2,655,799 — 2,655,799

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share data)

13 Weeks Ended January 25, 2025

13 Weeks Ended January 27, 2024

As Previously As Previously

Reported Adjustment As Restated

Product sales and other $ 423,163 $ ( 3,500 ) $ 419,663 $ 415,375 $ — $ 415,375

Rental income 43,162 — 43,162 41,298 — 41,298

Total sales 466,325 ( 3,500 ) 462,825 456,673 — 456,673

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales 344,616 ( 1,057 ) 343,559 332,728 ( 615 ) 332,113

Rental cost of sales 25,330 186 25,516 23,909 50 23,959

Total cost of sales 369,946 ( 871 ) 369,075 356,637 ( 565 ) 356,072

96,379 ( 2,629 ) 93,750 100,036 565 100,601

Selling and administrative expenses 71,561 — 71,561 79,756 — 79,756

Depreciation and amortization expense 7,814 13 7,827 10,148 — 10,148

Impairment loss

1,713 — 1,713 5,798 — 5,798

Other (income) expense

( 7,568 ) 1,300 ( 6,268 ) 3,413 — 3,413

Operating income

22,859 ( 3,942 ) 18,917 921 565 1,486

Interest expense, net 5,083 — 5,083 10,620 — 10,620

Income (loss) from continuing operations before income taxes

17,776 ( 3,942 ) 13,834 ( 9,699 ) 565 ( 9,134 )

Income tax expense (benefit)

10,664 ( 14,772 ) ( 4,108 ) 229 258 487

Income (loss) from continuing operations

7,112 10,830 17,942 ( 9,928 ) 307 ( 9,621 )

Income from discontinued operations

— — — 289 — 289

Net income (loss)

$ 7,112 $ 10,830 $ 17,942 $ ( 9,639 ) $ 307 $ ( 9,332 )

Income (loss) per share of Common Stock

Basic and Diluted

Continuing operations $ 0.23 $ 0.36 $ 0.59 $ ( 3.71 ) $ 0.11 $ ( 3.60 )

Discontinued operations — — — 0.11 — 0.11

Total Basic Earnings per share

$ 0.23 $ 0.36 $ 0.59 $ ( 3.60 ) $ 0.11 $ ( 3.49 )

Weighted average common shares outstanding - Basic

30,507,723 — 30,507,723 2,673,240 — 2,673,240

Continuing operations $ 0.23 $ 0.36 $ 0.59 $ ( 3.71 ) $ 0.11 $ ( 3.60 )

Discontinued operations — — — 0.11 — 0.11

Total Diluted Earnings per share

$ 0.23 $ 0.36 $ 0.59 $ ( 3.60 ) $ 0.11 $ ( 3.49 )

Weighted average common shares outstanding - Diluted

30,642,958 — 30,642,958 2,673,240 — 2,673,240

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share data)

26 Weeks Ended October 26, 2024

26 Weeks Ended October 28, 2023

As Previously As Previously

Reported Adjustment As Restated

Product sales and other $ 810,600 $ — $ 810,600 $ 822,348 $ — $ 822,348

Rental income 54,953 — 54,953 52,192 — 52,192

Total sales 865,553 — 865,553 874,540 — 874,540

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales 651,517 10,894 662,411 658,967 ( 1,614 ) 657,353

Rental cost of sales 29,187 482 29,669 28,697 ( 412 ) 28,285

Total cost of sales 680,704 11,376 692,080 687,664 ( 2,026 ) 685,638

184,849 ( 11,376 ) 173,473 186,876 2,026 188,902

Selling and administrative expenses 139,963 — 139,963 163,437 — 163,437

Depreciation and amortization expense 21,587 26 21,613 20,428 — 20,428

Loss on extinguishment of debt 55,233 ( 55,233 ) — — — —

Other expense

3,468 — 3,468 8,907 — 8,907

Operating income (loss)

( 35,402 ) 43,831 8,429 ( 5,896 ) 2,026 ( 3,870 )

Loss on extinguishment of debt (a)

— 55,233 55,233 — — —

Interest expense, net 13,081 — 13,081 18,918 — 18,918

Loss from continuing operations before income taxes ( 48,483 ) ( 11,402 ) ( 59,885 ) ( 24,814 ) 2,026 ( 22,788 )

Income tax expense 1,261 ( 383 ) 878 303 318 621

Loss from continuing operations ( 49,744 ) ( 11,019 ) ( 60,763 ) ( 25,117 ) 1,708 ( 23,409 )

Loss from discontinued operations

— — — ( 1,091 ) — ( 1,091 )

Net loss $ ( 49,744 ) $ ( 11,019 ) $ ( 60,763 ) $ ( 26,208 ) $ 1,708 $ ( 24,500 )

Loss per share of Common Stock

Basic and Diluted

Continuing operations $ ( 2.48 ) $ ( 0.56 ) $ ( 3.04 ) $ ( 9.47 ) $ 0.64 $ ( 8.83 )

Discontinued operations — — — ( 0.41 ) — ( 0.41 )

Total Basic and Diluted Net Loss per share

$ ( 2.48 ) $ ( 0.56 ) $ ( 3.04 ) $ ( 9.88 ) $ 0.64 $ ( 9.24 )

Weighted average shares of common stock outstanding - Basic and Diluted 20,018,920 — 20,018,920 2,651,271 — 2,651,271

(a) Reclassified the loss on debt extinguishment to non-operating income (loss).

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share data)

39 Weeks Ended January 25, 2025

39 Weeks Ended January 27, 2024

As Previously As Previously

Reported Adjustment As Restated

Product sales and other $ 1,233,763 $ ( 3,500 ) $ 1,230,263 $ 1,237,723 $ — $ 1,237,723

Rental income 98,115 — 98,115 93,490 — 93,490

Total sales 1,331,878 ( 3,500 ) 1,328,378 1,331,213 — 1,331,213

Cost of sales (exclusive of depreciation and amortization expense):

Product and other cost of sales 996,133 9,837 1,005,970 991,695 ( 2,229 ) 989,466

Rental cost of sales 54,517 668 55,185 52,606 ( 362 ) 52,244

Total cost of sales 1,050,650 10,505 1,061,155 1,044,301 ( 2,591 ) 1,041,710

281,228 ( 14,005 ) 267,223 286,912 2,591 289,503

Selling and administrative expenses 211,524 — 211,524 243,193 — 243,193

Depreciation and amortization expense 29,401 39 29,440 30,576 — 30,576

Impairment loss

1,713 — 1,713 5,798 — 5,798

Loss on extinguishment of debt 55,233 ( 55,233 ) — — — —

Other (income) expense

( 4,100 ) 1,300 ( 2,800 ) 12,320 — 12,320

Operating (loss) income

( 12,543 ) 39,889 27,346 ( 4,975 ) 2,591 ( 2,384 )

Loss on extinguishment of debt (a)

— 55,233 55,233 — — —

Interest expense, net 18,164 — 18,164 29,538 — 29,538

Loss from continuing operations before income taxes ( 30,707 ) ( 15,344 ) ( 46,051 ) ( 34,513 ) 2,591 ( 31,922 )

Income tax expense (benefit)

11,925 ( 15,155 ) ( 3,230 ) 532 576 1,108

Loss from continuing operations ( 42,632 ) ( 189 ) ( 42,821 ) ( 35,045 ) 2,015 ( 33,030 )

Loss from discontinued operations

— — — ( 802 ) — ( 802 )

Net loss $ ( 42,632 ) $ ( 189 ) $ ( 42,821 ) $ ( 35,847 ) $ 2,015 $ ( 33,832 )

Loss per share of Common Stock

Basic and Diluted

Continuing operations $ ( 1.81 ) $ ( 0.01 ) $ ( 1.82 ) $ ( 13.18 ) $ 0.76 $ ( 12.42 )

Discontinued operations — — — ( 0.30 ) — ( 0.30 )

Total Basic and Diluted Net Loss per share

$ ( 1.81 ) $ ( 0.01 ) $ ( 1.82 ) $ ( 13.48 ) $ 0.76 $ ( 12.72 )

Weighted average shares of common stock outstanding - Basic and Diluted 23,515,188 — 23,515,188 2,658,594 — 2,658,594

(a) Reclassified the loss on debt extinguishment to non-operating income (loss)

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

July 27, 2024 July 29, 2023

As Previously As Previously

Reported Adjustment As Restated

Current assets:

Cash and cash equivalents $ 8,212 $ — $ 8,212 $ 7,657 $ — $ 7,657

Accounts receivable

154,405 ( 2,424 ) 151,981 140,858 — 140,858

Merchandise inventories, net 395,272 — 395,272 384,185 — 384,185

Textbook rental inventories 10,320 ( 4,677 ) 5,643 6,860 ( 2,738 ) 4,122

Prepaid expenses and other current assets 33,152 ( 2,222 ) 30,930 59,012 — 59,012

Total current assets 601,361 ( 9,323 ) 592,038 598,572 ( 2,738 ) 595,834

Property and equipment, net 48,264 224 48,488 64,438 — 64,438

Operating lease right-of-use assets 241,852 ( 22,949 ) 218,903 283,096 ( 30,428 ) 252,668

Intangible assets, net 87,828 — 87,828 107,413 — 107,413

Other noncurrent assets

25,930 — 25,930 17,298 — 17,298

$ 1,005,235 $ ( 32,048 ) $ 973,187 $ 1,070,817 $ ( 33,166 ) $ 1,037,651

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 266,304 $ — $ 266,304 $ 275,380 $ — $ 275,380

Accrued liabilities 75,713 18,441 94,154 89,792 16,649 106,441

Current operating lease liabilities 147,839 ( 62,510 ) 85,329 150,917 ( 65,341 ) 85,576

Total current liabilities 489,856 ( 44,069 ) 445,787 516,089 ( 48,692 ) 467,397

Long-term deferred taxes, net 1,306 675 1,981 1,836 100 1,936

Long-term operating lease liabilities 132,200 5,971 138,171 171,154 ( 4,404 ) 166,750

Other long-term liabilities 15,553 — 15,553 23,016 — 23,016

Long-term borrowings 221,916 — 221,916 277,663 — 277,663

Total liabilities 860,831 ( 37,423 ) 823,408 989,758 ( 52,996 ) 936,762

Commitments and contingencies

Stockholders' equity:

Preferred stock, $ 0.01 par value

Common stock, $ 0.01 par value

263 — 263 6 — 6

Additional paid-in capital 922,743 — 922,743 747,271 — 747,271

Accumulated deficit

( 756,046 ) 5,375 ( 750,671 ) ( 643,744 ) 19,830 ( 623,914 )

Treasury stock, at cost ( 22,556 ) — ( 22,556 ) ( 22,474 ) — ( 22,474 )

Total stockholders' equity 144,404 5,375 149,779 81,059 19,830 100,889

Total liabilities and stockholders' equity $ 1,005,235 $ ( 32,048 ) $ 973,187 $ 1,070,817 $ ( 33,166 ) $ 1,037,651

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

October 26, 2024 October 28, 2023

As Previously As Previously

Reported Adjustment As Restated

Current assets:

Cash and cash equivalents $ 11,619 $ — $ 11,619 $ 15,008 $ — $ 15,008

Accounts receivable

275,847 ( 16,079 ) 259,768 221,805 — 221,805

Merchandise inventories, net 315,469 — 315,469 364,292 — 364,292

Textbook rental inventories 49,672 ( 4,677 ) 44,995 51,840 ( 2,738 ) 49,102

Prepaid expenses and other current assets 33,425 ( 59 ) 33,366 63,410 — 63,410

Total current assets 686,032 ( 20,815 ) 665,217 716,355 ( 2,738 ) 713,617

Property and equipment, net 44,926 211 45,137 61,403 — 61,403

Operating lease right-of-use assets 210,271 ( 3,537 ) 206,734 246,531 ( 3,298 ) 243,233

Intangible assets, net 85,137 — 85,137 104,026 — 104,026

Other noncurrent assets

25,684 — 25,684 16,664 — 16,664

$ 1,052,050 $ ( 24,141 ) $ 1,027,909 $ 1,144,979 $ ( 6,036 ) $ 1,138,943

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 298,952 $ — $ 298,952 $ 385,895 $ — $ 385,895

Accrued liabilities 99,670 23,365 123,035 112,075 19,940 132,015

Current operating lease liabilities 124,939 ( 47,471 ) 77,468 126,426 ( 46,581 ) 79,845

Total current liabilities 523,561 ( 24,106 ) 499,455 624,396 ( 26,641 ) 597,755

Long-term deferred taxes, net 2,050 48 2,098 1,936 318 2,254

Long-term operating lease liabilities 129,748 1,115 130,863 160,185 ( 3,780 ) 156,405

Other long-term liabilities 14,334 ( 7,828 ) 6,506 18,625 — 18,625

Long-term borrowings 177,551 — 177,551 233,873 — 233,873

Total liabilities 847,244 ( 30,771 ) 816,473 1,039,015 ( 30,103 ) 1,008,912

Commitments and contingencies

Stockholders' equity:

Preferred stock, $ 0.01 par value

Common stock, $ 0.01 par value

274 — 274 6 — 6

Additional paid-in capital 933,399 — 933,399 748,070 — 748,070

Other Comprehensive Income — 7,828 7,828 — — —

Accumulated deficit

( 706,311 ) ( 1,198 ) ( 707,509 ) ( 619,564 ) 24,067 ( 595,497 )

Treasury stock, at cost ( 22,556 ) — ( 22,556 ) ( 22,548 ) — ( 22,548 )

Total stockholders' equity 204,806 6,630 211,436 105,964 24,067 130,031

Total liabilities and stockholders' equity $ 1,052,050 $ ( 24,141 ) $ 1,027,909 $ 1,144,979 $ ( 6,036 ) $ 1,138,943

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

January 25, 2025 January 27, 2024

As Previously As Previously

Reported Adjustment As Restated

Current assets:

Cash and cash equivalents $ 9,185 $ — $ 9,185 $ 8,123 $ — $ 8,123

Accounts receivable

354,241 ( 10,722 ) 343,519 315,126 211 315,337

Merchandise inventories, net 326,825 — 326,825 341,544 — 341,544

Textbook rental inventories 41,033 ( 4,677 ) 36,356 44,521 ( 2,738 ) 41,783

Prepaid expenses and other current assets 26,729 6,767 33,496 54,337 — 54,337

Total current assets 758,013 ( 8,632 ) 749,381 763,651 ( 2,527 ) 761,124

Property and equipment, net 41,956 197 42,153 57,273 — 57,273

Operating lease right-of-use assets 180,710 15,096 195,806 220,238 12,824 233,062

Intangible assets, net 81,630 — 81,630 97,947 — 97,947

Deferred tax assets, net 1,055 ( 1,055 ) — — — —

Other noncurrent assets

24,217 — 24,217 12,488 — 12,488

$ 1,087,581 $ 5,606 $ 1,093,187 $ 1,151,597 $ 10,297 $ 1,161,894

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 303,577 $ — $ 303,577 $ 343,100 $ — $ 343,100

Accrued liabilities 130,069 17,921 147,990 156,874 32,309 189,183

Current operating lease liabilities 101,062 ( 28,461 ) 72,601 125,545 ( 43,342 ) 82,203

Short-term borrowings — — — 224,067 — 224,067

Total current liabilities 534,708 ( 10,540 ) 524,168 849,586 ( 11,033 ) 838,553

Long-term deferred taxes, net — 4,924 4,924 2,010 576 2,586

Long-term operating lease liabilities 121,835 1,590 123,425 155,226 ( 3,620 ) 151,606

Other long-term liabilities 6,521 — 6,521 17,451 — 17,451

Long-term borrowings 141,200 — 141,200 30,191 — 30,191

Total liabilities 804,264 ( 4,026 ) 800,238 1,054,464 ( 14,077 ) 1,040,387

Commitments and contingencies

Stockholders' equity:

Preferred stock, $ 0.01 par value

Common stock, $ 0.01 par value

341 — 341 6 — 6

Additional paid-in capital 1,004,731 — 1,004,731 748,882 — 748,882

Accumulated deficit

( 699,199 ) 9,632 ( 689,567 ) ( 629,203 ) 24,374 ( 604,829 )

Treasury stock, at cost ( 22,556 ) — ( 22,556 ) ( 22,552 ) — ( 22,552 )

Total stockholders' equity 283,317 9,632 292,949 97,133 24,374 121,507

Total liabilities and stockholders' equity $ 1,087,581 $ 5,606 $ 1,093,187 $ 1,151,597 $ 10,297 $ 1,161,894

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (In thousands)

13 Weeks Ended July 27, 2024

13 Weeks Ended July 29, 2023

As Previously As Previously

Reported Adjustment As Restated

Cash flows from operating activities:

Net loss $ ( 99,479 ) $ ( 4,446 ) $ ( 103,925 ) $ ( 50,388 ) $ ( 2,529 ) $ ( 52,917 )

Loss from discontinued operations, net of tax — — — ( 417 ) — ( 417 )

Loss from continuing operations, net of tax ( 99,479 ) ( 4,446 ) ( 103,925 ) ( 49,971 ) ( 2,529 ) ( 52,500 )

Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations:

Depreciation and amortization expense 13,057 14 13,071 10,253 — 10,253

Amortization of deferred financing costs 2,417 — 2,417 1,244 — 1,244

Loss on debt extinguishment

55,233 — 55,233 — — —

Deferred taxes 17 — 17 ( 3 ) 100 97

Stock-based compensation expense ( 863 ) — ( 863 ) 957 — 957

Changes in operating lease right-of-use assets and liabilities ( 3,691 ) 8,036 4,345 721 963 1,684

Changes in other long-term assets and liabilities and other, net 2,446 ( 1,290 ) 1,156 4,056 — 4,056

Changes in other operating assets and liabilities, net:

Receivables, net ( 50,295 ) ( 2,848 ) ( 53,143 ) ( 48,346 ) — ( 48,346 )

Merchandise inventories ( 51,235 ) — ( 51,235 ) ( 61,206 ) — ( 61,206 )

Textbook rental inventories 22,672 — 22,672 23,489 — 23,489

Prepaid expenses and other current assets 315 2,222 2,537 ( 12,168 ) — ( 12,168 )

Accounts payable and accrued liabilities ( 34,586 ) ( 1,198 ) ( 35,784 ) 11,116 1,466 12,582

Changes in other operating assets and liabilities, net ( 113,129 ) ( 1,824 ) ( 114,953 ) ( 87,115 ) 1,466 ( 85,649 )

Net cash flows used in operating activities from continuing operations ( 143,992 ) 490 ( 143,502 ) ( 119,858 ) — ( 119,858 )

Net cash flows used in operating activities from discontinued operations — — $ — ( 3,266 ) — $ ( 3,266 )

Net cash flow used in operating activities ( 143,992 ) 490 ( 143,502 ) ( 123,124 ) — ( 123,124 )

Cash flows from investing activities:

Purchases of property and equipment ( 3,470 ) ( 490 ) ( 3,960 ) ( 4,219 ) — ( 4,219 )

Net change in other noncurrent assets 223 — 223 78 — 78

Net cash flows used in investing activities from continuing operations ( 3,247 ) ( 490 ) ( 3,737 ) ( 4,141 ) — ( 4,141 )

Net cash flows provided by (used in) investing activities from discontinued operations — — — 21,395 — 21,395

Net cash flow used in investing activities ( 3,247 ) ( 490 ) ( 3,737 ) 17,254 — 17,254

Cash flows from financing activities:

Proceeds from borrowings 217,647 — 217,647 145,187 — 145,187

Repayments of borrowings ( 160,696 ) — ( 160,696 ) ( 49,606 ) — ( 49,606 )

Proceeds from Private Equity Investment 50,000 — 50,000 — — —

Proceeds from Rights Offering 45,000 — 45,000 — — —

Payment of equity issuance costs ( 9,524 ) — ( 9,524 ) — — —

Payment of deferred financing costs ( 3,669 ) — ( 3,669 ) ( 2,307 ) — ( 2,307 )

Purchase of treasury shares ( 4 ) — ( 4 ) ( 98 ) — ( 98 )

Proceeds from principal stockholder expense reimbursement 1,190 — 1,190 — — —

Net cash flows provided by financing activities from continuing operations 139,944 — 139,944 93,176 — 93,176

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Net decrease in cash, cash equivalents and restricted cash ( 7,295 ) — ( 7,295 ) ( 12,694 ) — ( 12,694 )

Cash, cash equivalents and restricted cash at beginning of period 28,570 — 28,570 31,988 — 31,988

Cash, cash equivalents and restricted cash at end of period 21,275 — 21,275 19,294 — 19,294

Cash, cash equivalents and restricted cash of discontinued operations at end of period — — — — — —

Cash, cash equivalents, and restricted cash of continuing operations at end of period $ 21,275 $ — $ 21,275 $ 19,294 $ — $ 19,294

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (In thousands)

26 Weeks Ended October 26, 2024

26 Weeks Ended October 28, 2023

As Previously As Previously

Reported Adjustment As Restated

Cash flows from operating activities:

Net loss $ ( 49,744 ) $ ( 11,019 ) $ ( 60,763 ) $ ( 26,208 ) $ 1,708 $ ( 24,500 )

Loss from discontinued operations, net of tax — — — ( 1,091 ) — ( 1,091 )

Loss from continuing operations, net of tax ( 49,744 ) ( 11,019 ) ( 60,763 ) ( 25,117 ) 1,708 ( 23,409 )

Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations:

Depreciation and amortization expense 21,587 26 21,613 20,428 — 20,428

Amortization of deferred financing costs 3,333 — 3,333 4,406 — 4,406

Loss on debt extinguishment

55,233 — 55,233 — — —

Deferred taxes 762 ( 627 ) 135 97 318 415

Pension adjustments

— 7,828 7,828 — — —

Stock-based compensation expense 392 — 392 1,756 — 1,756

Interest expense (paid-in-kind)

— — — 863 — 863

Changes in operating lease right-of-use assets and liabilities 2,538 ( 1,193 ) 1,345 1,826 ( 6,783 ) ( 4,957 )

Changes in other long-term assets and liabilities and other, net 1,287 ( 7,828 ) ( 6,541 ) ( 2,311 ) — ( 2,311 )

Changes in other operating assets and liabilities, net:

Receivables, net ( 171,737 ) 10,806 ( 160,931 ) ( 129,293 ) — ( 129,293 )

Merchandise inventories 28,568 — 28,568 ( 41,313 ) — ( 41,313 )

Textbook rental inventories ( 16,680 ) — ( 16,680 ) ( 21,491 ) — ( 21,491 )

Prepaid expenses and other current assets 4,282 59 4,341 2,756 — 2,756

Accounts payable and accrued liabilities 23,597 2,438 26,035 140,233 4,757 144,990

Changes in other operating assets and liabilities, net ( 131,970 ) 13,303 ( 118,667 ) ( 49,108 ) 4,757 ( 44,351 )

Net cash flows used in operating activities from continuing operations ( 96,582 ) 490 ( 96,092 ) ( 47,160 ) — ( 47,160 )

Net cash flows used in operating activities from discontinued operations — — — ( 3,939 ) — $ ( 3,939 )

Net cash flow used in operating activities ( 96,582 ) 490 ( 96,092 ) ( 51,099 ) — ( 51,099 )

Cash flows from investing activities:

Purchases of property and equipment ( 6,528 ) ( 490 ) ( 7,018 ) ( 8,196 ) — ( 8,196 )

Net change in other noncurrent assets 792 — 792 78 — 78

Net cash flows used in investing activities from continuing operations ( 5,736 ) ( 490 ) ( 6,226 ) ( 8,118 ) — ( 8,118 )

Net cash flows provided by investing activities from discontinued operations

— — — 21,395 — 21,395

Net cash flow (used in) provided by investing activities

( 5,736 ) ( 490 ) ( 6,226 ) 13,277 — 13,277

Cash flows from financing activities:

Proceeds from borrowings 455,044 — 455,044 284,698 — 284,698

Repayments of borrowings ( 442,461 ) — ( 442,461 ) ( 233,970 ) — ( 233,970 )

Proceeds from Private Equity Investment 50,000 — 50,000 — — —

Proceeds from Rights Offering 45,000 — 45,000 — — —

Shares sold under at-the-market offering, net of commissions 9,590 — 9,590 —

Payment of equity issuance costs ( 9,702 ) — ( 9,702 ) — — —

Payment of deferred financing costs ( 5,569 ) — ( 5,569 ) ( 9,381 ) — ( 9,381 )

Purchase of treasury shares ( 4 ) — ( 4 ) ( 172 ) — ( 172 )

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Proceeds from principal stockholder expense reimbursement 1,190 — 1,190 — — —

Payment of finance lease principal ( 398 ) — ( 398 ) —

Net cash flows provided by financing activities from continuing operations 102,690 — 102,690 41,175 — 41,175

Net decrease in cash, cash equivalents and restricted cash 372 — 372 3,353 — 3,353

Cash, cash equivalents and restricted cash at beginning of period 28,570 — 28,570 31,988 — 31,988

Cash, cash equivalents and restricted cash at end of period 28,942 — 28,942 35,341 — 35,341

Cash, cash equivalents and restricted cash of discontinued operations at end of period — — — — — —

Cash, cash equivalents, and restricted cash of continuing operations at end of period $ 28,942 $ — $ 28,942 $ 35,341 $ — $ 35,341

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (In thousands)

39 Weeks Ended January 25, 2025

39 Weeks Ended January 27, 2024

As Previously As Previously

Reported Adjustment As Restated

Cash flows from operating activities:

Net loss $ ( 42,632 ) $ ( 189 ) $ ( 42,821 ) $ ( 35,847 ) $ 2,015 $ ( 33,832 )

Loss from discontinued operations, net of tax — — — ( 802 ) — ( 802 )

Loss from continuing operations, net of tax ( 42,632 ) ( 189 ) ( 42,821 ) ( 35,045 ) 2,015 ( 33,030 )

Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations:

Depreciation and amortization expense 29,401 39 29,440 30,576 — 30,576

Amortization of deferred financing costs 4,248 — 4,248 8,380 — 8,380

Impairment loss (non cash)

1,713 — 1,713 5,798 — 5,798

Loss on debt extinguishment

55,233 — 55,233 — — —

Deferred taxes ( 2,344 ) 5,304 2,960 171 576 747

Stock-based compensation expense 2,953 — 2,953 2,568 — 2,568

Interest expense (paid-in-kind)

— — — 1,750 — 1,750

Changes in operating lease right-of-use assets and liabilities 19 ( 341 ) ( 322 ) 19,553 ( 19,506 ) 47

Changes in other long-term assets and liabilities and other, net ( 6,006 ) — ( 6,006 ) ( 2,961 ) — ( 2,961 )

Changes in other operating assets and liabilities, net:

Receivables, net ( 250,131 ) 5,450 ( 244,681 ) ( 222,614 ) ( 211 ) ( 222,825 )

Merchandise inventories 17,212 — 17,212 ( 18,565 ) — ( 18,565 )

Textbook rental inventories ( 8,041 ) — ( 8,041 ) ( 14,172 ) — ( 14,172 )

Prepaid expenses and other current assets 1,232 ( 6,767 ) ( 5,535 ) 2,436 — 2,436

Accounts payable and accrued liabilities 58,616 ( 3,006 ) 55,610 138,904 17,126 156,030

Changes in other operating assets and liabilities, net ( 181,112 ) ( 4,323 ) ( 185,435 ) ( 114,011 ) 16,915 ( 97,096 )

Net cash flows used in operating activities from continuing operations ( 138,527 ) 490 ( 138,037 ) ( 83,221 ) — ( 83,221 )

Net cash flows used in operating activities from discontinued operations — — — ( 3,650 ) — $ ( 3,650 )

Net cash flow used in operating activities ( 138,527 ) 490 ( 138,037 ) ( 86,871 ) — ( 86,871 )

Cash flows from investing activities:

Purchases of property and equipment ( 9,300 ) ( 490 ) ( 9,790 ) ( 11,459 ) — ( 11,459 )

Net change in other noncurrent assets 792 — 792 78 — 78

Net cash flows used in investing activities from continuing operations ( 8,508 ) ( 490 ) ( 8,998 ) ( 11,381 ) — ( 11,381 )

Net cash flows provided by investing activities from discontinued operations

— — — 21,395 — 21,395

Net cash flow (used in) provided by investing activities

( 8,508 ) ( 490 ) ( 8,998 ) 10,014 — 10,014

Cash flows from financing activities:

Proceeds from borrowings 667,355 — 667,355 454,459 — 454,459

Repayments of borrowings ( 691,121 ) — ( 691,121 ) ( 384,545 ) — ( 384,545 )

Proceeds from Private Equity Investment 50,000 — 50,000 — — —

Proceeds from Rights Offering 45,000 — 45,000 — — —

Shares sold under at-the-market offering, net of commissions 78,450 — 78,450 — — —

Payment of equity issuance costs ( 9,724 ) — ( 9,724 ) — — —

Payment of deferred financing costs ( 5,569 ) — ( 5,569 ) ( 9,845 ) — ( 9,845 )

Purchase of treasury shares ( 4 ) — ( 4 ) ( 176 ) — ( 176 )

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Proceeds from principal stockholder expense reimbursement 1,190 — 1,190 — — —

Payment of finance lease principal ( 385 ) — ( 385 ) — — —

Net cash flows provided by financing activities from continuing operations 135,192 — 135,192 59,893 — 59,893

Net decrease in cash, cash equivalents and restricted cash ( 11,843 ) — ( 11,843 ) ( 16,964 ) — ( 16,964 )

Cash, cash equivalents and restricted cash at beginning of period 28,570 — 28,570 31,988 — 31,988

Cash, cash equivalents and restricted cash at end of period 16,727 — 16,727 15,024 — 15,024

Cash, cash equivalents and restricted cash of discontinued operations at end of period — — — — — —

Cash, cash equivalents, and restricted cash of continuing operations at end of period $ 16,727 $ — $ 16,727 $ 15,024 $ — $ 15,024

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 13 Weeks Ended July 29, 2023:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 29, 2023 551,402 $ 551 $ 745,932 $ ( 593,356 ) 25,359 $ ( 22,376 ) $ 130,751

Stock-based compensation expense 794 794

Vested equity awards 2,000 2 ( 2 ) —

Shares repurchased for tax withholdings for vested stock awards 779 ( 98 ) ( 98 )

Net loss ( 50,388 ) ( 50,388 )

Balance July 29, 2023 553,402 $ 553 $ 746,724 $ ( 643,744 ) 26,138 $ ( 22,474 ) $ 81,059

As Restated for the 13 Weeks Ended July 29, 2023:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 29, 2023 551,402 $ 6 $ 746,477 $ ( 570,997 ) 25,359 $ ( 22,376 ) $ 153,110

Stock-based compensation expense 794 794

Vested equity awards 2,000 — — —

Shares repurchased for tax withholdings for vested stock awards 779 ( 98 ) ( 98 )

Net loss ( 52,917 ) ( 52,917 )

Balance July 29, 2023 553,402 $ 6 $ 747,271 $ ( 623,914 ) 26,138 $ ( 22,474 ) $ 100,889

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 13 Weeks Ended July 27, 2024:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 27, 2024 558,402 558 749,140 ( 656,567 ) 26,838 ( 22,552 ) 70,579

Stock-based compensation expense ( 863 ) ( 863 )

Vested equity awards 2,923 —

Shares repurchased for tax withholdings for vested stock awards 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

Rights Offering 9,000,000 90 44,910 45,000

Equity issuance costs ( 9,524 ) ( 9,524 )

Term Loan debt conversion 6,673,978 67 86,688 86,755

Principal Stockholder expense reimbursement 1,940 1,940

Adjustment to Additional Paid-In Capital, reverse stock split

( 553 ) 553 —

Net loss ( 99,479 ) ( 99,479 )

Balance July 27, 2024 26,235,303 262 922,744 ( 756,046 ) 27,267 ( 22,556 ) 144,404

As Restated for the 13 Weeks Ended July 27, 2024:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 27, 2024 558,402 $ 6 $ 749,692 $ ( 646,746 ) 26,838 $ ( 22,552 ) $ 80,400

Stock-based compensation expense ( 863 ) ( 863 )

Vested equity awards 2,923 —

Shares repurchased for tax withholdings for vested stock awards — 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

Rights Offering 9,000,000 90 44,910 45,000

Equity issuance costs ( 9,524 ) ( 9,524 )

Term Loan debt conversion 6,673,978 67 86,688 86,755

Principal Stockholder expense reimbursement 1,940 1,940

Adjustment to Additional Paid-In Capital, reverse stock split —

Net loss ( 103,925 ) ( 103,925 )

Balance July 27, 2024 26,235,303 $ 263 $ 922,743 $ ( 750,671 ) 27,267 $ ( 22,556 ) $ 149,779

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 13 Weeks Ended October 28, 2023:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance July 29, 2023 553,402 $ 553 $ 746,724 $ ( 643,744 ) 26,138 $ ( 22,474 ) $ 81,059

Stock-based compensation expense 799 799

Vested equity awards 5,000 5 ( 5 ) —

Shares repurchased for tax withholdings for vested stock awards 700 ( 74 ) ( 74 )

Net income 24,180 24,180

Balance October 28, 2023 558,402 $ 558 $ 747,518 $ ( 619,564 ) 26,838 $ ( 22,548 ) $ 105,964

As Restated for the 13 Weeks Ended October 28, 2023:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance July 29, 2023 553,402 $ 6 $ 747,271 $ ( 623,914 ) 26,138 $ ( 22,474 ) $ 100,889

Stock-based compensation expense 799 799

Vested equity awards 5,000 — — —

Shares repurchased for tax withholdings for vested stock awards 700 ( 74 ) ( 74 )

Net income 28,417 28,417

Balance October 28, 2023 558,402 $ 6 $ 748,070 $ ( 595,497 ) 26,838 $ ( 22,548 ) $ 130,031

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 13 Weeks Ended October 26, 2024:

Additional Other

Common Stock Paid-In Accumulated Treasury Stock Comprehensive

Shares Amount Capital Deficit Shares Amount Income

Balance July 27, 2024 26,235,303 $ 262 $ 922,744 $ ( 756,046 ) 27,267 $ ( 22,556 ) $ — $ 144,404

Stock-based compensation expense 1,255 1,255

Vested equity awards 31,275 —

Equity issuance costs ( 178 ) ( 178 )

Proceeds from sales of Common Stock under ATM facility, net of commissions 1,046,460 11 9,579 9,590

Net income 49,735 49,735

Balance October 26, 2024 27,313,038 $ 273 $ 933,400 $ ( 706,311 ) 27,267 $ ( 22,556 ) $ — $ 204,806

As Restated for the 13 Weeks Ended October 26, 2024:

Additional Other

Common Stock Paid-In Accumulated Treasury Stock Comprehensive

Shares Amount Capital Deficit Shares Amount Income

Balance July 27, 2024 26,235,303 $ 263 $ 922,743 $ ( 750,671 ) 27,267 $ ( 22,556 ) $ — $ 149,779

Stock-based compensation expense 1,255 $ 1,255

Vested equity awards 31,275 $ —

Equity issuance costs ( 178 ) $ ( 178 )

Pension adjustments

7,828 $ 7,828

Proceeds from sales of Common Stock under ATM facility, net of commissions 1,046,460 11 9,579 $ 9,590

Net income 43,162 $ 43,162

Balance October 26, 2024 27,313,038 $ 274 $ 933,399 $ ( 707,509 ) 27,267 $ ( 22,556 ) $ 7,828 $ 211,436

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 13 Weeks Ended January 27, 2024:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance October 28, 2023 558,402 $ 558 $ 747,518 $ ( 619,564 ) 26,838 $ ( 22,548 ) $ 105,964

Stock-based compensation expense 812 812

Vested equity awards —

Shares repurchased for tax withholdings for vested stock awards ( 4 ) ( 4 )

Net loss ( 9,639 ) ( 9,639 )

Balance January 27, 2024 558,402 $ 558 $ 748,330 $ ( 629,203 ) 26,838 $ ( 22,552 ) $ 97,133

As Restated for the 13 Weeks Ended January 27, 2024:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance October 28, 2023 558,402 $ 6 $ 748,070 $ ( 595,497 ) 26,838 $ ( 22,548 ) $ 130,031

Stock-based compensation expense 812 812

Vested equity awards —

Shares repurchased for tax withholdings for vested stock awards ( 4 ) ( 4 )

Net loss ( 9,332 ) ( 9,332 )

Balance January 27, 2024 558,402 $ 6 $ 748,882 $ ( 604,829 ) 26,838 $ ( 22,552 ) $ 121,507

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 13 Weeks Ended January 25, 2025:

Additional Other

Common Stock Paid-In Accumulated Treasury Stock Comprehensive

Shares Amount Capital Deficit Shares Amount Income

Balance October 26, 2024 27,313,038 $ 273 $ 933,400 $ ( 706,311 ) 27,267 $ ( 22,556 ) $ — $ 204,806

Stock-based compensation expense 2,561 2,561

Vested equity awards —

Equity issuance costs ( 22 ) ( 22 )

Proceeds from sales of Common Stock under ATM facility, net of commissions 6,768,076 68 68,792 68,860

Net income 7,112 7,112

Balance January 25, 2025 34,081,114 $ 341 $ 1,004,731 $ ( 699,199 ) 27,267 $ ( 22,556 ) $ — $ 283,317

As Restated for the 13 Weeks Ended January 25, 2025:

Additional Other

Common Stock Paid-In Accumulated Treasury Stock Comprehensive

Shares Amount Capital Deficit Shares Amount Income

Balance October 26, 2024 27,313,038 $ 274 $ 933,399 $ ( 707,509 ) 27,267 $ ( 22,556 ) $ 7,828 $ 211,436

Stock-based compensation expense 2,561 2,561

Vested equity awards —

Equity issuance costs ( 22 ) ( 22 )

Pension adjustments

( 7,828 ) ( 7,828 )

Proceeds from sales of Common Stock under ATM facility, net of commissions 6,768,076 67 68,793 68,860

Net income 17,942 17,942

Balance January 25, 2025 34,081,114 $ 341 $ 1,004,731 $ ( 689,567 ) 27,267 $ ( 22,556 ) $ — $ 292,949

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 26 Weeks Ended October 28, 2023:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 29, 2023 551,402 $ 551 $ 745,932 $ ( 593,356 ) 25,359 $ ( 22,376 ) $ 130,751

Stock-based compensation expense 1,593 1,593

Vested equity awards 7,000 7 ( 7 ) —

Shares repurchased for tax withholdings for vested stock awards 1,479 ( 172 ) ( 172 )

Net loss ( 26,208 ) ( 26,208 )

Balance October 28, 2023 558,402 $ 558 $ 747,518 $ ( 619,564 ) 26,838 $ ( 22,548 ) $ 105,964

As Restated for the 26 Weeks Ended October 28, 2023:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 29, 2023 551,402 $ 6 $ 746,477 $ ( 570,997 ) 25,359 $ ( 22,376 ) $ 153,110

Stock-based compensation expense 1,593 1,593

Vested equity awards 7,000 — — —

Shares repurchased for tax withholdings for vested stock awards 1,479 ( 172 ) ( 172 )

Net loss ( 24,500 ) ( 24,500 )

Balance October 28, 2023 558,402 $ 6 $ 748,070 $ ( 595,497 ) 26,838 $ ( 22,548 ) $ 130,031

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 26 Weeks Ended October 26, 2024:

As Previously Reported:

Common Stock Paid-In Accumulated Treasury Stock Comprehensive

Shares Capital Deficit Shares Amount Income

Balance at April 27, 2024 558,402 $ 558 $ 749,140 $ ( 656,567 ) 26,838 $ ( 22,552 ) $ — $ 70,579

Stock-based compensation expense 392 392

Vested equity awards 34,198 —

Shares repurchased for tax withholdings for vested stock awards 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

Rights Offering 9,000,000 90 44,910 45,000

Equity issuance costs ( 9,702 ) ( 9,702 )

Proceeds from sales of Common Stock under ATM facility, net of commissions 1,046,460 11 9,579 9,590

Term Loan debt conversion 6,673,978 67 86,688 86,755

Principal stockholder expense reimbursement 1,940 1,940

Adjustment to Additional Paid-In Capital, reverse stock split

( 553 ) 553 —

Net loss ( 49,744 ) ( 49,744 )

Balance October 26, 2024 27,313,038 $ 273 $ 933,400 $ ( 706,311 ) 27,267 $ ( 22,556 ) $ — $ 204,806

As Restated for the 26 Weeks Ended October 26, 2024:

Additional Other

Common Stock Paid-In Accumulated Treasury Stock Comprehensive

Shares Capital Deficit Shares Amount Income

Balance at April 27, 2024 558,402 $ 6 $ 749,692 $ ( 646,746 ) 26,838 $ ( 22,552 ) $ — $ 80,400

Stock-based compensation expense 392 392

Vested equity awards 34,198 —

Shares repurchased for tax withholdings for vested stock awards 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

Rights Offering 9,000,000 90 44,910 45,000

Equity issuance costs ( 9,702 ) ( 9,702 )

Pension adjustments

Proceeds from sales of Common Stock under ATM facility, net of commissions 1,046,460 11 9,579 9,590

Term Loan debt conversion 6,673,978 67 86,688 86,755

Principal stockholder expense reimbursement 1,940 1,940

Adjustment to Additional Paid-In Capital, reverse stock split

Net loss ( 60,763 ) ( 60,763 )

Balance October 26, 2024 27,313,038 $ 274 $ 933,399 $ ( 707,509 ) 27,267 $ ( 22,556 ) $ 7,828 $ 211,436

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 39 Weeks Ended January 27, 2024:

As Previously Reported:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 29, 2023 551,402 $ 551 $ 745,932 $ ( 593,356 ) 25,359 $ ( 22,376 ) $ 130,751

Stock-based compensation expense 2,405 2,405

Vested equity awards 7,000 7 ( 7 ) —

Shares repurchased for tax withholdings for vested stock awards 1479 ( 176 ) ( 176 )

Net loss ( 35,847 ) ( 35,847 )

Balance January 27, 2024 558,402 $ 558 $ 748,330 $ ( 629,203 ) 26,838 $ ( 22,552 ) $ 97,133

As Restated for the 39 Weeks Ended January 27, 2024:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 29, 2023 551,402 $ 6 $ 746,477 $ ( 570,997 ) 25,359 $ ( 22,376 ) $ 153,110

Stock-based compensation expense 2,405 2,405

Vested equity awards 7,000 — — —

Shares repurchased for tax withholdings for vested stock awards 1479 ( 176 ) ( 176 )

Net loss ( 33,832 ) ( 33,832 )

Balance January 27, 2024 558,402 6 748,882 ( 604,829 ) 26,838 ( 22,552 ) 121,507

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands, except share data)

As Previously Reported for the 39 Weeks Ended January 25, 2025:

As Previously Reported:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 27, 2024 558,402 $ 558 $ 749,140 $ ( 656,567 ) 26,838 $ ( 22,552 ) $ 70,579

Stock-based compensation expense 2,953 2,953

Vested equity awards 34,198 —

Shares repurchased for tax withholdings for vested stock awards 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

Rights Offering 9,000,000 90 44,910 45,000

Equity issuance costs ( 9,724 ) ( 9,724 )

Term Loan debt conversion 6,673,978 67 86,688 86,755

Principal stockholder expense reimbursement 1,940 1,940

Proceeds from sales of Common Stock under ATM facility, net of commissions 7,814,536 79 78,371 78,450

Other ( 553 ) 553 —

Net loss ( 42,632 ) ( 42,632 )

Balance January 25, 2025 34,081,114 $ 341 $ 1,004,731 $ ( 699,199 ) 27,267 $ ( 22,556 ) $ 283,317

As Restated for the 39 Weeks Ended January 25, 2025:

Common Stock Paid-In Accumulated Treasury Stock Total

Shares Amount Capital Deficit Shares Amount Equity

Balance at April 27, 2024 558,402 $ 6 $ 749,692 $ ( 646,746 ) 26,838 $ ( 22,552 ) $ 80,400

Stock-based compensation expense 2,953 2,953

Vested equity awards 34,198 —

Shares repurchased for tax withholdings for vested stock awards 0 429 ( 4 ) ( 4 )

Private Equity Investment 10,000,000 100 49,900 50,000

Rights Offering 9,000,000 90 44,910 45,000

Equity issuance costs ( 9,724 ) ( 9,724 )

Term Loan debt conversion 6,673,978 67 86,688 86,755

Principal stockholder expense reimbursement 1,940 1,940

Proceeds from sales of Common Stock under ATM facility, net of commissions 7,814,536 78 78,372 78,450

Net loss ( 42,821 ) ( 42,821 )

Balance January 25, 2025 34,081,114 $ 341 $ 1,004,731 $ ( 689,567 ) 27,267 $ ( 22,556 ) $ 292,949

Index to Form 10-K Index to FS

BARNES & NOBLE EDUCATION, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements - Continued

(In thousands, except share and per share data)

Subsequent Event

On June 24, 2026, the Company's Board of Directors declared a quarterly cash dividend on its common stock in the amount of $ 0.08 per share of common stock outstanding, which will be paid on July 30, 2026 to the holders of record as of July 16, 2026.

The payment, amount and timing of future dividends remain within the discretion of the Board of Directors and will depend on the Company's results of operations, financial condition, cash requirements, and other factors.

Index to Form 10-K Index to FS

5 unchanged sentences

expenses Write-offs Balance at

Allowance for Doubtful Accounts

Allowance for Credit Losses

May 2, 2026 $ 2,148 $ 926 $ ( 2,097 ) $ 977

April 27, 2024 $ 1,156 $ 1,595 $ ( 1,884 ) $ 867

May 3, 2025 $ 867 $ 1,775 $ ( 494 ) $ 2,148

of period Addition

2 unchanged sentences

May 2, 2026 $ 1,830 $ 134,294 $ ( 134,755 ) $ 1,369

April 27, 2024 $ 2,426 $ 142,660 $ ( 142,905 ) $ 2,181

May 3, 2025 $ 2,181 $ 165,055 $ ( 165,406 ) $ 1,830

All other schedules are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the consolidated financial statements, including the notes thereto.

3 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 8. Financial Statements and Supplementary Data