Results of Operations and Financial Condition. On July 9, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended May 2, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Other Events. Declaration of Dividend On March 10, 2026, the Company announced that, beginning in the first quarter of fiscal 2027, the Company intends to declare a regular quarterly dividend of $0.08 per share. On June 24, 2026, the Board of Directors of the Company (the “Board”) approved its first quarterly dividend in the amount of $0.08 per share, payable, subject to any prior revocation, on July 30, 2026 to stockholders of record on July 16, 2026. The declaration of any future dividends…

Results of Operations and Financial Condition. On June 24, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary, unaudited financial results for the fiscal year ended May 2, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

Results of Operations and Financial Condition. On March 10, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended January 31, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Excha…

Results of Operations and Financial Condition. On January 20, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal second quarter ended November 1, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Ex…

Results of Operations and Financial Condition. On December 23, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended May 3, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Sec…

Results of Operations and Financial Condition. On November 25, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results, which are subject to change, for the fiscal year ended May 3, 2025 (“FY25”) and for the six-month period ended November 1, 2025 (the “Press Release”). A copy of the Press Release and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1. In addition, the information related to the Company…

Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review. As previously reported by Barnes & Noble Education, Inc. (the “Company”) in its Current Reports on Form 8-K filed on July 18, 2025 and August 29, 2025, certain information regarding the recording of cost of digital sales was brought to the attention of management in July 2025 that caused the Company’s Audit Committee to commence an internal investigation with the assistance of outside c…

Results of Operations and Financial Condition. On September 12, 2025, Barnes & Noble Education, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (“Form 12b-25”) with the Securities and Exchange Commission to report that the Company is unable to file its Quarterly Report on Form 10-Q for the quarter ended August 2, 2025 (the “Form 10-Q”) within the prescribed time period, without unreasonable effort or expense. The Form 12b-25 included selected preliminary and unaudited…

Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review. On August 26, 2025, the Board of Directors (the “Board”) of Barnes & Noble Education, Inc. (the “Company”) concluded that the Company’s previously-issued unaudited interim condensed consolidated financial statements for the fiscal third quarter and nine-months ended January 25, 2025, the fiscal second quarter and six-months ended October 26, 2024, the fiscal first quarter ended July 27,…

Results of Operations and Financial Condition. The information related to the Company’s anticipated financial results for fiscal year 2025 set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 4, 2025, Barnes & Noble Education, Inc. (the “Company”) received a notice of noncompliance (the “NYSE Notice”) from the New York Stock Exchange (“NYSE”) noting that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to the delayed filing of the Company’s Annual Report on Form 10-K for the fiscal year ended May 3, 2025 (the “Form 10-K”). As pre…

Results of Operations and Financial Condition. On July 18, 2025, Barnes & Noble Education, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (“Form 12b-25”) with the Securities and Exchange Commission to report that the Company is unable to file its Annual Report on Form 10-K for the year ended May 3, 2025 within the prescribed time period without unreasonable effort or expense. The Form 12b-25 included selected preliminary and unaudited financial results for the fiscal…

Results of Operations and Financial Condition. On March 10, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended January 25, 2025 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information in this Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto pertaining…

Senior Vice President, Chief Accounting Officer — Gary Luster: Gary Luster was appointed as Senior Vice President, Chief Accounting Officer.

Regulation FD Disclosure. Barnes & Noble Education, Inc. (the “Company”, “we”, “us”, “our”) recently completed an At-the-Market equity offering program under a sales agreement with BTIG, LLC as the sales agent, pursuant to which the Company issued and sold shares of the Company’s common stock with an aggregate price of $40 million. The proceeds of this capital raise will reduce go-forward annual interest expense, accelerate the ability to win new customers, and enhance the Company’s strategic…

Entry into a Material Definitive Agreement. Sales Agreement On December 20, 2024, Barnes & Noble Education, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which the Company agreed to issue and sell (the “Offering”) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $40.0 million, from time to time, through an “at-the-market” equity offering program u…

Results of Operations and Financial Condition. On December 09, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended October 26, 2024 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s fin…

Chief Financial Officer — Kevin Watson: Kevin Watson resigned as Chief Financial Officer, and Jason Snagusky was appointed as the new CFO.

Results of Operations and Financial Condition. On November 7, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for the second quarter ended October 26, 2024 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial res…

Executive Vice President, Corporate Development & Affairs, Chief Legal Officer and Secretary — Michael Miller: Michael Miller resigned from multiple senior roles.

Entry into a Material Definitive Agreement. Sales Agreement On September 19, 2024, Barnes & Noble Education, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which the Company agreed to issue and sell (the “Offering”) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $40.0 million, from time to time, through an “at-the-market” equity offering program…

Results of Operations and Financial Condition. On September 10, 2024, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended July 27, 2024 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financ…

Changes in Registrant’s Certifying Accountant. On July 17, 2024, the Audit Committee of the Board of Directors of Barnes & Noble Education, Inc. (the “Company”) appointed BDO USA, P.C. (“BDO USA”) as the Company’s independent registered public accounting firm for the fiscal year ending May 3, 2025. During the fiscal years ended April 29, 2023 and April 27, 2024, and the subsequent interim period through July 17, 2024, neither the Company nor anyone on its behalf has consulted with BDO USA reg…

Changes in Registrant’s Certifying Accountant. On July 2, 2024, the Company was informed by Ernst & Young LLP (“ EY ”), the Company’s current independent registered public accounting firm, that EY declined to stand for reappointment as the Company’s independent auditor for the Company’s fiscal year ending May 3, 2025. EY’s audit report on the Company's consolidated financial statements as of and for the years ended April 29, 2023 and April 27, 2024 did not contain an adverse opinion or a disc…