FINANCIAL STATEMENT INDEX Page No. Report of BDO USA P.C., Independent Registered Public Accounting Firm (PCAOB ID 243) 53 Consolidated Statements of Operations for the years ended May 2, 2026 and May 2, 2025 57 Consolidated Balance Sheets as of May 2, 2026 and May 3, 2025 58 Consolidated Statements of Cash Flows for the years ended May 2, 2026 and May 3, 2025 59 Consolidated Statements of Equity for the years ended May 2, 2026 and May 3, 2025 60 Notes to Consolidated Financial Statements Note 1. Organization 61 Note 2. Basis of Presentation and Summary of Significant Accounting Policies 61 Note 3. Store Closures and Impairment of Long-Lived Assets 68 Note 4. Revenue 68 Note 5. Segment Reporting 70 Note 6. Equity 70 Note 7. Income (Loss) Per Share 70 Note 8. Fair Value Measurements 74 Note 9. Participation Interest Purchase Agreement 74 Note 10. Debt 75 Note 11. Leases 77 Note 12. Supplementary Information 79 Note 13. Related Party Transactions 79 Note 14. Employees Benefit Plans 80 Note 15. Long-Term Incentive Compensation Expense 80 Note 16. Income Taxes 82 Note 17. Legal Proceedings 86 Note 18. Commitments and Contingencies 86 Note 19. Concentration Risk 86 Note 20. Subsequent Event 86 Financial Statement Schedule Schedule II Valuation and Qualifying Accounts 87 52 Index to Form 10-K Index to FS Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Barnes & Noble Education, Inc. Florham Park, New Jersey Opinion on the Consolidated Financial Statements 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. 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 As described in Notes 2 and 4 to the consolidated financial statements, the majority of the Company’s revenue was derived from the sale of products through its bookstore locations, including virtual bookstores, and its bookstore affiliated e-commerce websites. The Company’s total revenue from product sales was approximately $1.48 billion for the fiscal year ended May 2, 2026. We identified the auditing of the accuracy and existence of revenue transactions from product sales as a critical audit matter. 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. 53 Index to Form 10-K Index to FS 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, 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 July 9, 2026 54 Index to Form 10-K Index to FS Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Barnes & Noble Education, Inc. Florham Park, New Jersey Opinion on Internal Control over Financial Reporting We have audited Barnes & Noble Education, Inc.’s (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 (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of May 2, 2026, based on the COSO criteria. 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 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A(b), Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses were identified and described in management's assessment regarding the following: •Lack of an effective control environment due to insufficient reporting lines authorities and responsibilities in certain areas and a lack of resources to operate certain internal controls over financial reporting; •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) 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; and •Lack of effective monitoring activities to evaluate the operation of certain key controls, including over account reconciliations. 55 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 July 9, 2026 on those consolidated financial statements. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, P.C. San Francisco, California July 9, 2026 56 Index to Form 10-K Index to FS BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except share and per share data) 52 weeks ended 53 weeks ended May 2, 2026 May 3, 2025 Sales: Product sales and other $ 1,564,365 $ 1,463,245 Rental income 150,405 146,925 Total sales 1,714,770 1,610,170 Cost of sales (exclusive of depreciation and amortization expense): Product and other cost of sales 1,269,051 1,193,015 Rental cost of sales 79,551 79,351 Total cost of sales 1,348,602 1,272,366 Gross profit 366,168 337,804 Selling and administrative expenses 288,573 283,800 Depreciation and amortization expense 32,754 37,939 Impairment loss 12,584 1,713 Other (income) expense, net (4,281) (1,572) Operating income (loss) 36,538 15,924 Loss on extinguishment of debt — 55,233 Interest expense, net 15,866 22,260 Income (loss) before income taxes 20,672 (61,569) Income tax expense 3,800 4,256 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. 57 Index to Form 10-K Index to FS BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share data) As of May 2, 2026 May 3, 2025 ASSETS Current assets: Cash and cash equivalents $ 8,418 $ 9,058 Accounts receivable (less allowance $977 and $2,148, respectively) 116,526 98,077 Merchandise inventories, net 298,347 299,562 Textbook rental inventories 27,035 26,439 Prepaid expenses and other current assets 34,137 32,249 Total current assets 484,463 465,385 Property and equipment, net 34,123 40,229 Operating lease right-of-use assets 145,594 183,695 Intangible assets, net 58,092 78,241 Other noncurrent assets 17,625 22,735 Total assets $ 739,897 $ 790,285 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 135,564 $ 148,848 Accrued liabilities 80,990 65,853 Current operating lease liabilities 67,050 64,524 Total current liabilities 283,604 279,225 Long-term deferred taxes, net — 1,135 Long-term operating lease liabilities 85,455 115,495 Other long-term liabilities 5,399 19,142 Long-term borrowings 71,000 103,100 Total liabilities 445,458 518,097 Commitments and contingencies (Note 18) 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, 34,456,977 and 34,081,114 shares, respectively; outstanding, 34,429,710 and 34,053,847 shares, respectively 345 341 Additional paid-in capital 1,012,349 1,006,974 Accumulated deficit (695,699) (712,571) Treasury stock, at cost (22,556) (22,556) Total stockholders' equity 294,439 272,188 Total liabilities and stockholders' equity $ 739,897 $ 790,285 See accompanying notes to consolidated financial statements. 58 Index to Form 10-K Index to FS BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) 52 weeks ended 53 weeks ended May 2, 2026 May 3, 2025 Cash flows from operating activities: 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 Impairment loss (non cash) 12,584 1,713 Loss on debt extinguishment — 55,233 Amortization of deferred financing costs 3,662 5,164 Deferred taxes (1,135) (829) Stock-based compensation expense 6,214 5,386 Changes in operating lease right-of-use assets and liabilities 6,795 (4,218) Changes in other long-term assets and liabilities and other, net (10,906) 7,072 Changes in other operating assets and liabilities, net: Receivables, net (18,449) 761 Merchandise inventories 1,215 44,475 Textbook rental inventories (596) 1,876 Prepaid expenses and other current assets (1,799) 7,096 Accounts payable and accrued liabilities 2,846 (181,256) Changes in other operating assets and liabilities, net (16,783) (127,048) Net cash flows provided by (used in) operating activities $ 50,057 $ (85,413) Cash flows from investing activities: Purchases of property and equipment $ (16,196) $ (12,894) Proceeds from the sale of fixed assets — 793 Net cash flows provided by (used in) investing activities $ (16,196) $ (12,101) Cash flows from financing activities: Proceeds from borrowings $ 812,900 $ 887,055 Repayments of borrowings (845,000) (948,920) Payment of deferred financing costs (1,900) (5,569) Proceeds from Private Equity Investment — 50,000 Proceeds from Rights Offering — 45,000 Payment of equity issuance costs — (9,914) Principal stockholder expense reimbursement — 1,940 Payment on principal portion of finance lease (365) (370) Shares sold under at-the-market offering, net of commissions — 78,450 Purchase of treasury shares — (5) 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 at end of year 28,219 28,723 Supplemental cash flow information: Cash paid during the period for: Interest paid $ 12,531 $ 17,912 Income taxes paid (net of refunds) (See Note 16) $ 7,917 $ 2,130 See accompanying notes to consolidated financial statements. 59 Index to Form 10-K Index to FS BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Consolidated Statements of Equity (In thousands, except share data) Additional Accumulated Common Stock Paid-In Deficit Treasury Stock Total Shares Amount Capital As Restated Shares (a) Amount Equity 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 Rights Offering 9,000,000 90 44,910 45,000 Equity issuance costs (9,914) (9,914) 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 7,814,965 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 See accompanying notes to consolidated financial statements. 60 Index to Form 10-K Index to FS BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (In thousands, except share data) Unless the context otherwise indicates, references in these Notes to the accompanying consolidated financial statements to "the Company” refer to Barnes & Noble Education, Inc., or “BNED”, a Delaware corporation. References to “Barnes & Noble College” refer to our college bookstore business operated through our subsidiary Barnes & Noble College Booksellers, LLC. References to “MBS” refer to our virtual bookstore and wholesale textbook distribution business operated through our subsidiary MBS Textbook Exchange, LLC. Note 1. Organization Description of Business Barnes & Noble Education, Inc. (“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. 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. In addition to providing numerous benefits to students, faculty and administrators, the First Day Complete model drives substantially greater unit sales and sell-through for the bookstore. •First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”). The Barnes & Noble brand (licensed from our former parent) along with our subsidiary brands, BNC and MBS, are synonymous with innovation in bookselling and campus retailing in the United States. Our large college footprint, reputation, and credibility in the marketplace not only support our marketing efforts to universities, students, and faculty, but are also important to our relationship with leading educational publishers who rely on us as one of their primary distribution channels. Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The results of operations reflected in our consolidated financial statements are presented on a consolidated basis. All material intercompany accounts and transactions have been eliminated in consolidation. Our consolidated financial statements reflect our consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). Net income (loss) is equal to comprehensive income (loss) on our Consolidated Statements of Operations. 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 52 weeks ended May 2, 2026 (“Fiscal 2026”) and 53 weeks ended May 3, 2025 (“Fiscal 2025”). Seasonality Our business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters. Our quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in our fiscal calendar dates. 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 61 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) for products ordered through our websites and virtual bookstores. See Revenue Recognition and Deferred Revenue discussion below. These shifts in timing may affect the comparability of our results across periods. Sales attributable to our wholesale business are generally highest in our first, second and third quarters, as it sells textbooks and other course materials for retail distribution. See the Revenue Recognition and Deferred Revenue discussion below. Use of Estimates 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. Cash and Cash Equivalents and Restricted Cash 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 Receivables represent customer, private and public institutional and government billings (colleges, universities and other financial aid providers), credit/debit card receivables, advances for book buybacks, advertising and other receivables due within one year. Components of accounts receivable are as follows: As of May 2, 2026 May 3, 2025 Trade accounts $ 67,749 $ 54,952 Advances for book buybacks 677 993 Credit/debit card receivables 7,535 14,991 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: As of May 2, 2026 May 3, 2025 Allowance, beginning of period $ 2,148 $ 867 Current period provision 3,172 4,066 Recoveries (2,246) (2,291) Write-offs charged against allowance (2,097) (494) Allowance, total end of period $ 977 $ 2,148 Accounts receivable are presented on our Consolidated Balance Sheets net of allowances. 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 62 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 Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory represent write-downs that reduce the cost basis of the asset. These write-downs are based on our history of liquidating non-returnable inventory, which includes certain assumptions, including markdowns and inventory aging. Cost is determined primarily by the retail inventory method for our retail business. Textbook and trade book inventories for retail and wholesale are valued using the LIFO method. 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 BNED sells originate from a wide variety of domestic and international vendors. After internal sourcing, the bookstore purchases textbooks from outside suppliers and publishers. Textbook Rental Inventories Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period with the amortization expense recognized in cost of goods sold. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost. Cloud Computing Arrangements 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 $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 Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over estimated useful lives. Maintenance and repairs are expensed as incurred, however major maintenance and remodeling costs are capitalized if they extend the useful life of the asset. 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. 63 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: As of Useful Life May 2, 2026 May 3, 2025 Property and equipment: Leasehold improvements (a) $ 93,280 $ 100,867 Machinery, equipment and display fixtures 5 211,293 232,883 Computer hardware and capitalized software costs (b) 171,283 169,190 Office furniture and other 5 - 7 55,172 59,122 Construction in progress 1,685 1,698 Total property and equipment 532,713 563,760 Less accumulated depreciation and amortization 498,590 523,531 Total property and equipment, net $ 34,123 $ 40,229 (a) Leasehold improvements are capitalized and depreciated over the shorter of the lease term or the useful life of the improvements, ranging from 5 - 15 years. (b) System costs are capitalized and amortized over their estimated useful lives, from the date the systems become operational. Purchased software is generally amortized over a period of between 3 - 5 years. Intangible Assets Amortizable intangible assets are as follows: As of May 2, 2026 Amortizable intangible assets Estimated Useful Life Gross Carrying Amount Accumulated Amortization Total Customer relationships (a) 5 - 25 $ 174,880 $ (117,080) $ 57,800 Other (b) 2 3,500 (3,208) 292 $ 178,380 $ (120,288) $ 58,092 As of May 3, 2025 Amortizable intangible assets Estimated Useful Life Gross Carrying Amount Accumulated Amortization Total Customer relationships 5 - 25 $ 209,680 $ (132,081) $ 77,599 Other (b) 2 - 3 3,500 (2,858) 642 $ 213,180 $ (134,939) $ 78,241 (a) Includes $6.0 million of accumulated charges related to store closures and impairments. See Note 3. 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 $ 14,189 For the 53 weeks ended May 3, 2025 $ 14,842 64 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) Estimated Amortization Expense: (Fiscal Year) 2027 $ 7,801 2028 $ 7,509 2029 $ 7,509 2030 $ 7,342 2031 $ 6,509 After 2031 $ 21,422 Total $ 58,092 See Impairment of Long-Lived Assets below for discussion of impairment loss related to intangible assets. Leases 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. Leases. 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 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. Additionally, enrollment trends have been negatively impacted at physical campuses. Many other events, such as parent and alumni weekends and prospective student campus tour activities, offer a virtual option. 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. 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. The significant assumptions used in the income approach included annual revenue growth rates, gross margin rates and the estimated relationship of selling and administrative costs to revenue used to estimate the projected cash-flow directly related to the future operation of the stores as well as the weighted average cost of capital used to calculate the fair value. Significant assumptions used to determine the fair values of certain operating right-of-use assets included the current market rent and discount rate. For additional information, see Note 8. Fair Value Measurements. Revenue Recognition and Deferred Revenue Product sales and rentals 65 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 BNED expects to be entitled to in exchange for the products. For additional information, see Note 4.Revenue. Product revenue is recognized when the customer takes physical possession of our products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of our products by our customers for products ordered through our websites and virtual bookstores. Wholesale product revenue is recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer. Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of goods sold. Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized upon delivery of the digital content as product revenue in our consolidated financial statements. A software feature is embedded within the content of our digital textbooks, such that upon expiration of the term, the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete. Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in our consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. 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. Revenue recognized for our BNC First Day® offerings is consistent with our policies outlined above for product, digital and rental sales, net of an anticipated opt-out or return provision. Given the growth of BNC First Day® programs, the timing of cash collection from our school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts our BNC First Day® 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. 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, 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. 66 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) Brand marketing agreements often include multiple performance obligations which are individually negotiated with our customers. 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. Cost of Sales Our cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to our college and university contracts and other facility related expenses. Selling and Administrative Expenses Our selling and administrative expenses consist primarily of store payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, finance and accounting. Long-Term Incentive Compensation BNED has granted awards in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan (the “Equity Incentive Plan”). Types of equity awards that can be granted under the Equity Incentive Plan include options, restricted stock, restricted stock units, performance shares, performance share units, and phantom share units. See Note 15. Long-Term Incentive Compensation Expense for additional information regarding expense recognition for each type of award. Advertising Costs 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 $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. Income Taxes 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. BNED regularly reviews deferred tax assets for recoverability and establish a valuation allowance, if determined to be necessary. For additional information, see Note 16. Income Taxes. 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. See Note 9. 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 67 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) 350-40): 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 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. The guidance is required to be applied prospectively, with optional retrospective or modified retrospective transition methods. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which is intended to enhance expense disclosures by requiring additional disaggregation of certain costs and expenses, on an interim and annual basis, within the footnotes to the financial statements. The guidance will be effective for annual disclosures beginning in Fiscal 2028 and subsequent interim periods. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is evaluating the impact that adopting this guidance will have on the Company's disclosures. Note 3. 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 Note 4. Revenue 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. 68 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) See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information related to our revenue recognition policies. Disaggregation of Revenue The following table disaggregates the revenue associated with our major product and service offerings. 52 weeks ended 53 weeks ended May 2, 2026 May 3, 2025 Product and Other Sales Course Materials Product Sales $ 1,128,820 $ 1,021,456 General Merchandise Product Sales (a) 358,101 355,274 Service and Other Revenue (b) 77,444 86,515 Product and Other Sales sub-total 1,564,365 1,463,245 Course Materials Rental Income 150,405 146,925 Total Sales $ 1,714,770 $ 1,610,170 (a)Logo general merchandise sales are recognized on a net basis as commission revenue in the consolidated financial statements. (b)Service and other revenue primarily relates to brand marketing programs and other service revenues. Contract Assets and Contract Liabilities 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 $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: •advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period; •unsatisfied performance obligations associated with partnership marketing services, which are recognized when the contracted services are provided to our partnership marketing customers; and •unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the merchandising contracts for Fanatics and Lids. respectively, as discussed in Note 6. 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 2, 2026 May 3, 2025 Deferred revenue at the beginning of period $ 13,565 $ 14,892 Additions to deferred revenue during the period 179,893 180,174 Reductions to deferred revenue for revenue recognized during the period (180,266) (181,501) Deferred revenue balance at the end of period: $ 13,192 $ 13,565 Balance Sheet classification: Accrued liabilities $ 10,418 $ 10,410 Other long-term liabilities 2,774 3,155 Deferred revenue balance at the end of period: $ 13,192 $ 13,565 69 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. Note 5. Segment Reporting 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. 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. 52 weeks ended May 2, 2026 53 weeks ended May 3, 2025 Sales $ 1,714,770 $ 1,610,170 Adjusted Cost of sales (a) 1,123,513 1,046,615 Payroll expense 206,776 206,362 Contract payments 197,345 200,545 Direct expenses 101,976 96,599 Indirect expenses 1,351 659 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). Note 6. Equity 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”. 70 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 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. 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. See Note 15. 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, 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. See Note 10. Debt. On June 11, 2024, our shareholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a 100 to 1 reverse stock split, thus reducing the number of authorized shares of Common Stock to 100,000,000. On September 18, 2024, our stockholders (1) approved the Company’s Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our Common Stock from 10,000,000,000 shares to 200,000,000 shares; and (2) approved an amendment to the Equity Incentive Plan to increase the number of shares available for issuance by an additional 2,000,000 shares of our Common Stock, for an aggregate total of 2,179,093 shares (post-reverse stock split). At-the-Market Equity Offerings 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). 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). 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, 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. All outstanding options and restricted stock units, and other securities entitling their holders to purchase or otherwise receive shares of Common Stock were adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity compensation plans was also appropriately adjusted. Following the Reverse Stock Split, the par value of the Common Stock will remain unchanged at $0.01 per share. The Reverse Stock Split did not change the authorized number of shares of Common Stock or preferred stock. No fractional shares were issued in connection with the reverse split; instead any fractional shares as a result of the Reverse Stock Split were rounded up to the next whole number of post-split shares of Common Stock. Repurchase of Shares On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $50,000 in the aggregate, of our outstanding common stock. The stock repurchase program is carried out at the direction of management (which may include a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). 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 71 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 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), BNED entered into 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 (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 $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. Dividends 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. See Note 10. Debt for details. 72 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) Note 7. Income (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. 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 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, 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. 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 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 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. 73 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) Note 8. Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures, the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1—Observable inputs that reflect quoted prices in active markets Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3—Unobservable inputs in which little or no market data exists, therefore requiring us to develop our own assumptions Our financial instruments include cash and cash equivalents, receivables, accrued liabilities, accounts payable, and long-term debt. The fair values of cash and cash equivalents, receivables, accrued liabilities, and accounts payable approximate their carrying values because of the short-term nature of these instruments, which are all considered Level 1 within the fair value hierarchy. 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. See Note 9. Participation Interest Purchase Agreement for fair value information about our derivative instrument that is fair valued using Level 3 inputs. Non-Financial Assets Our non-financial assets include property and equipment, operating lease right-of-use assets, and intangible assets. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. 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. For additional information, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies. 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: As of May 2, 2026 As of May 3, 2025 Carrying Value Prior to Impairment Fair Value Impairment Loss Carrying Value Prior to Impairment Fair Value Impairment Loss Property and equipment, net $ 2,837 $ 5 $ 2,832 $ 314 $ — $ 314 Operating lease right-of-use assets 5,567 1,775 3,792 1,006 716 290 Intangible assets, net 5,960 — 5,960 1,109 — 1,109 Total $ 14,364 $ 1,780 $ 12,584 $ 2,429 $ 716 $ 1,713 Note 9. Participation Interest Purchase Agreement During April 2025, the Company entered into a Participation Interest Purchase Agreement (the "Agreement") with Jefferies Leveraged Credit Products LLC ("Jefferies"), under which Jefferies paid the Company $12,625 in exchange for a participation 74 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) 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. Note 10. Debt As of Maturity Date May 2, 2026 May 3, 2025 Credit Facility June 9, 2028 $ 71,000 $ 103,100 Total long-term debt $ 71,000 $ 103,100 Balance Sheet classification: Long-term borrowings 71,000 103,100 Total long-term debt $ 71,000 $ 103,100 Transaction 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, 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: •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. The transaction resulted in Immersion obtaining controlling financial interest. •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. •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 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 75 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) 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. Additionally, the A&R Credit Agreement includes the following financial maintenance covenants: •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 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. •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; and 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), subject to customary exclusions. 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% was due and payable on June 10, 2025. As of May 2, 2026 and May 3, 2025, BNED issued $676 and $575, respectively, in letters of credit under the Credit Facility. 76 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 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. 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 2, 2026, the Company remained in compliance with all covenants under the A&R Credit Agreement. Term Loan 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. 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. See Note 6. Equity. 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. As of Balance Sheet Location Maturity Date/Amortization Term (a) May 2, 2026 May 3, 2025 Credit Facility - Other noncurrent assets (a) June 9, 2028 $ 7,935 $ 11,597 (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. Interest The following table presents interest expense and cash interest paid: 52 weeks ended 53 weeks ended May 2, 2026 May 3, 2025 Interest Incurred Credit Facility $ 12,290 $ 16,279 Term Loan — 1,167 Total Interest Incurred $ 12,290 $ 17,446 Amortization of Deferred Financing Costs Credit Facility $ 3,662 $ 5,014 Term Loan — 150 Total Amortization of Deferred Financing Costs $ 3,662 $ 5,164 Interest Income, net of expense $ (86) $ (350) Total Interest Expense $ 15,866 $ 22,260 Cash Interest Paid $ 12,531 $ 17,912 Note 11. Leases 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 77 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. 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. Our lease terms generally range from one year to fifteen years, and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year. Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: (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, 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. 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 2, 2026 May 3, 2025 Variable lease expense $ 137,951 $ 134,934 Fixed lease expense 55,694 60,515 Total lease expense $ 193,645 $ 195,449 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 Total lease payments 166,948 Less: imputed interest (14,443) Operating lease liabilities at period end $ 152,505 Future lease payment obligations related to leases that were entered into, but did not commence as of May 2, 2026, were not material. 78 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: As of May 2, 2026 May 3, 2025 Weighted average remaining lease term (in years) 4.1 years 4.6 years Weighted average discount rate 5.4 % 5.5 % Supplemental cash flow information related to leases is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 55,065 $ 72,434 Operating cash flows from financing leases 37 32 Financing cash flows from financing leases 365 370 ROU assets obtained in exchange for lease obligations: Operating leases 46,061 24,716 Financing leases — 1,128 Note 12. Supplementary Information 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. Note 13. Related Party Transactions TopLids LendCo, LLC 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, BNED entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC (see discussion below). 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. 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, 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. 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. 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 79 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) 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 Note 10. Debt. Immersion On June 10, 2024, Immersion purchased a controlling interest in the Company. During Fiscal 2026 and 2025, the Company reimbursed Immersion approximately $560 and $750, respectively. in professional fees related to integration costs. Note 14. Employees Benefit Plans 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. Note 15. Long-Term Incentive Compensation Expense 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"). 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 An RS award is an award of common stock that is subject to certain restrictions during a specified period. RS awards are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of unvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon (although payment may be deferred until the shares have vested) and are considered to be currently issued and outstanding. RS awards will have a minimum vesting period of one year. An RSU is a grant valued in terms of our common stock, but no stock is issued at the time of grant. Each RSU may be redeemed for one share of our common stock once vested. RSUs are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the units except in very limited circumstances and with the consent of the compensation committee. Shares associated with unvested RSUs have no voting rights but are entitled to receive dividends and other distributions thereon (although payment may be deferred until the units have vested). RSUs generally vest over a period of three years, but will have a minimum vesting period of one year. Stock Options 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. 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 stock option term. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the expected stock option term. The stock options are exercisable in four equal annual installments commencing one year after the date of grant and have a ten-year term. Holders are not entitled to receive dividends (if any) prior to vesting and exercise of the options. Long-Term Incentive Compensation Activity On June 11, 2024, BNED completed the Reverse Stock Split, which was approved by stockholders at a special meeting 80 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 Performance Share Units Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number ofShares Weighted Average Grant Date Fair Value 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 Vested (81,720) $ 9.79 (1,197) $ 336.79 (374,766) $ 7.62 Forfeited — $ — — $ — (86,720) $ 9.55 Balance, May 2, 2026 — $ — 203,998 $ 8.80 1,185,464 $ 9.53 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 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. 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. 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. March 12, 2026 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 3.96 % 3.96 % 3.96 % Company volatility 122.83 % 122.83 % 122.83 % Derived service period 0.45 years 0.90 years 1.21 years Grant date fair value per award $ 7.94 $ 7.85 $ 7.77 March 12, 2026 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 3.98 % 3.98 % 3.98 % Company volatility 121.72 % 121.70 % 121.70 % Derived service period 0.45 years 0.91 years 1.23 years Grant date fair value per award $ 7.94 $ 7.85 $ 7.77 81 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) Stock Options Number of Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Balance, May 3, 2025 3,818 $ 261.35 $ 552.07 Granted — $ — $ — Exercised — $ — $ — Forfeited — $ — $ — Expired — $ — $ — Balance, May 2, 2026 3,818 $ 261.35 $ 552.07 Exercisable, May 2, 2026 3,612 $ 268.05 $ 562.69 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 BNED recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows: 52 weeks ended 53 weeks ended May 2, 2026 May 3, 2025 Stock-based awards Restricted stock expense $ 333 $ 667 Restricted stock units expense 278 604 Performance share units expense (a) 5,545 4,913 Stock option expense(b) 58 (798) Sub-total stock-based awards: $ 6,214 $ 5,386 Cash settled awards Phantom share units expense $ — $ (4) Total compensation expense for long-term incentive awards $ 6,214 $ 5,382 (a) Long-term incentive compensation expense reflects cumulative adjustments to reflect changes to the expected level of achievement of the respective grants. (b) The stock option expense for the 53 weeks ended May 3, 2025 was primarily impacted due to forfeitures resulting from the resignation of our former Chief Executive Officer on June 11, 2024. 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. Note 16. Income Taxes 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) 82 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) Impact of U.S. Tax Reform 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 2, 2026 May 3, 2025 Current: Federal $ 3,224 $ 3,484 State 1,305 1,329 International 406 272 Total Current 4,935 5,085 Deferred: Federal (1,135) (829) State — — International — — Total Deferred (1,135) (829) Total $ 3,800 $ 4,256 Reconciliation between the effective income tax rate and the federal statutory income tax rate is as follows: 83 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 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 Foreign Tax Effects India India - Withholding Tax 0.4 $ 76 — $ 28 India - Other 0.9 $ 196 (0.1) $ 55 Tax Credits 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. Income Taxes Paid, Net of Refunds Received 52 weeks ended 53 weeks ended May 02, 2026 May 03, 2025 Jurisdiction U.S. 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 84 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 significant components of our deferred taxes consisted of the following: As of May 2, 2026 May 3, 2025 Deferred tax assets: Estimated accrued liabilities $ 4,258 $ 7,061 Inventory 17,194 18,964 Stock-based compensation 2,592 1,809 Operating lease liabilities 34,832 43,582 Tax credits 1,241 1,072 Goodwill 5,365 6,395 Divestitures & Capital Losses 2,649 2,796 Net operating losses 60,273 65,404 Interest carryforwards 10,901 14,889 Property and equipment 993 2,514 Other 1,074 1,398 Gross deferred tax assets 141,372 165,884 Valuation allowance (83,121) (84,566) Net deferred tax assets 58,251 81,318 Deferred tax liabilities: Intangible asset amortization (11,557) (16,304) Operating lease right-of-use assets (36,819) (46,955) Deferred financing costs (1,524) (2,250) LIFO inventory valuation (8,351) (16,944) Gross deferred tax liabilities (58,251) (82,453) Net deferred tax liability $ — $ (1,135) 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 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, 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 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. The tax years that remain subject to examination are primarily Fiscal 2019 and forward. Some earlier years remain open for a small minority of states. 85 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) Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change” (generally defined as a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating losses and certain other pre-change tax attributes to offset its post-change income and taxes may be limited. 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, 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 $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. Note 17. Legal Proceedings 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. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect our business, financial condition, results of operations or cash flows. Note 18. Commitments and Contingencies 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. Leases. Purchase obligations, which includes information technology contracts, as of May 2, 2026, are as follows: Less Than 1 Year $ 14,845 1-3 Years 13,244 3-5 Years 1,645 Total $ 29,734 Note 19. Concentration Risk The Company purchases a significant portion of its merchandise from a related-party supplier, which accounted for approximately 50% of total purchases for the fiscal year ended May 3, 2025. In accordance with ASC 850 – Related Parties, the Company discloses this related-party relationship and evaluates all transactions with this supplier to ensure they are conducted on terms comparable to those with unrelated parties. 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. Note 20. 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. 86 Index to Form 10-K Index to FS Schedule II—Valuation and Qualifying Accounts Receivables Valuation and Qualifying Accounts (In thousands) Balance at beginning of period Charge (recovery) to costs and expenses Write-offs Balance at end of period Allowance for Credit Losses May 2, 2026 $ 2,148 $ 926 $ (2,097) $ 977 May 3, 2025 $ 867 $ 1,775 $ (494) $ 2,148 Balance at beginning of period Addition Charged to Costs Deductions Balance at end of period Sales Returns Reserves May 2, 2026 $ 1,830 $ 134,294 $ (134,755) $ 1,369 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. 87 Index to Form 10-K Index to FS