Form 8-K

8-K — Barnes & Noble Education, Inc.

Accession: 0001634117-26-000068

Filed: 2026-07-09

Period: 2026-07-09

CIK: 0001634117

SIC: 5940 (RETAIL-MISCELLANEOUS SHOPPING GOODS STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bned-20260709.htm (Primary)

EX-99.1 (exhibit991-fy26ytdq4earnin.htm)

EX-99.2 (exhibit992-20260502q426ear.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bned-20260709.htm · Sequence: 1

bned-20260709

false000163411700016341172026-07-092026-07-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2026

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-37499 46-0599018

(State or other jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

180 Park Avenue, Suite 301,

Florham Park, NJ

07932

(Address of principal executive offices) (Zip Code)

(908) 991-2665

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value per share BNED New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 2.02 Results of Operations and Financial Condition.

On July 9, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended May 2, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1

Press Release of Barnes & Noble Education, Inc., dated July 9, 2026.

99.2

Financial Statements and Non-GAAP Reconciliation Tables, dated July 9, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 9, 2026

BARNES & NOBLE EDUCATION, INC.

By: /s/ Christopher Neumann

Name: Christopher Neumann

Title: General Counsel & Corporate Secretary

EX-99.1

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Document

Barnes & Noble Education Reports Full-Year Fiscal 2026 Financial Results

Results Consistent with Preliminary Ranges

$16.9 million of Net Income and $76.5 million of Adjusted EBITDA Reported for Fiscal 2026

BNC First Day Program Revenue Increases 28% to $760.1 million

Total Net Debt Decreases 33% Year-Over-Year to $62.6 million

Company Reiterates Fiscal 2027 Outlook of $85 million to $92 million of Adjusted EBITDA

Florham Park, NJ, July 9, 2026 - Barnes & Noble Education, Inc. (NYSE: BNED), (“Barnes & Noble Education,” “BNED,” “the Company,” “we,” “us,” “our”), a leading solutions provider for the education industry, today announced its financial results for the fiscal year ended May 2, 2026.

FY2026 Financial Results

Full-year revenue in fiscal 2026 was $1.715 billion, an increase of $104.6 million, or 6.5%, over the prior year. Fiscal 2026 comprised 52 weeks compared with 53 weeks in fiscal 2025, which modestly understates growth on a comparable-period basis. Comparable store sales increased by $71.3 million, or 4.4%, year-over-year. In addition, total gross margin dollars increased by $28.4 million, or 8.4% year-over year, with the Company’s gross margin percentage increasing to 21.4% from 21.0% in the prior fiscal year.

Revenues from BNC First Day® programs increased by $166.3 million, or 28.0%, year-over-year, to $760.1 million, as First Day® Complete continues to see strong growth in institutional adoption. A total of 232 campus stores utilized First Day Complete in the spring 2026 academic term with a total enrollment of approximately 1,249,301* undergraduate and graduate students, up 31% from 957,000 in the prior year.

Full-year fiscal 2026 net income was $16.9 million compared to a net loss of $(65.8) million in the prior year. The fiscal 2025 net loss includes a $55.2 million non-cash charge related to the extinguishment of debt.

Adjusted EBITDA for fiscal 2026 was $76.5 million, an increase of $17.1 million, from $59.4 million in the prior fiscal year, representing an increase of 28.8%.

Total debt at year-end was $71.0 million compared to $103.1 million at the end of fiscal 2025. After subtracting $8.4 million of cash on hand, total net debt was $62.6 million, representing a $31.4 million, or approximately 33% year-over-year decrease. The Company’s net working capital position remained strong with $200.9 million of positive working capital at year-end, representing a 7.9% increase year-over-year.

The Company also recently introduced an inaugural quarterly dividend of $0.08 per share which will be payable on July 30, 2026 to shareholders of record on July 16, 2026.

* Total undergraduate and graduate student enrollment as reported by National Center for Education Statistics (NCES) as of January 2, 2026.

The tables below reflect the reconciliation of Adjusted EBITDA to the most comparable GAAP financial metric, Net income for fiscal 2026 and the related prior period:

52 weeks ended 53 weeks ended

($ in thousands) May 2, 2026 May 3, 2025

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

Add:

Depreciation and amortization expense 32,754 37,939

Impairment expense 12,584 1,713

Interest expense, net 15,866 22,260

Income tax expense 3,800 4,256

Loss on extinguishment of debt — 55,233

Other (income) expense, net (11,577) (1,572)

Stock-based compensation expense 6,214 5,386

Adjusted EBITDA (Non-GAAP) $ 76,513 $ 59,390

__________

Management Commentary

“Fiscal 2026 marked another year of meaningful progress for Barnes & Noble Education,” said Jonathan Shar, Chief Executive Officer. “We achieved solid revenue growth, significantly increased Adjusted EBITDA, returned to net income profitability, and realized meaningful debt reduction. These results were driven by continued growth in First Day®, improved comparable store performance, disciplined expense management, and strong sales contributions from new store partnerships secured through recent business wins.”

Mr. Shar continued, “As we enter fiscal 2027, we believe we are well positioned to build on this momentum. Demand for our BNC First Day® offerings continues to accelerate, with fall 2026 First Day Complete enrollment expected to reach approximately 1.4 million undergraduate and graduate students, up approximately 23% from fall 2025. We are excited about the expansion of new offerings, including Room Service, and are focused on creating long-term value for our institutional partners, students, employees, and shareholders. Our recent initiation of a quarterly dividend reflects our strong confidence in the business.”

Outlook

Barnes & Noble Education is reiterating the fiscal 2027 outlook provided on June 24, 2026. The Company expects continued growth in revenues and is focused on driving operating leverage with disciplined expense management. The Company is targeting Adjusted EBITDA in the range of $85 millon to $92 million and anticipates further significant improvements in net income profitability. The Company also sees opportunities to drive better capital efficiency, which should contribute to additional reductions in debt and interest expense. The Company anticipates approximately $20 million in capital expenditures and should be a normal cash taxpayer in fiscal 2027.

Earnings Calls

Beginning with the second quarter of fiscal 2027, the Company will host earnings conference calls following its second quarter and full-year earnings releases. Given the highly seasonal nature of the Company's business, these periods provide the most meaningful opportunity to discuss operating performance, financial results and business trends. Further details, including the exact date and time, will be announced in advance of each call. In the meantime, the Company will continue to report quarterly financial results in accordance with applicable SEC reporting requirements and be available for investor questions following the release of quarterly results.

Use of Non-GAAP Financial Information—Adjusted EBITDA

To supplement the Company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses the financial measure of Adjusted EBITDA, which is a non-GAAP financial measure under Securities and Exchange Commission (the “SEC”) regulations. We define Adjusted EBITDA as net

income (loss) plus (1) depreciation and amortization; (2) interest expense, net (3) income taxes, and (4) as adjusted for non-cash or non-recurring items, and other adjustments permitted under our credit agreement.

Adjusted EBITDA has been reconciled to the most comparable financial measure presented in accordance with GAAP, consolidated net income (loss). All of the items included in the reconciliation are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.

Adjusted EBITDA is not intended as a substitute for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company’s use of Adjusted EBITDA may be different from similarly named measures used by other companies, limiting its usefulness for comparison purposes.

We review Adjusted EBITDA as an internal measure to evaluate our performance at a consolidated level to manage our operations. We believe that this measure is a useful performance measure which is used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that Adjusted EBITDA provides for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as it excludes certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance.

The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Form 10-K for the fiscal year-ended May 2, 2026. We do not provide a reconciliation of forward-looking non-GAAP financial metrics, because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding GAAP metric.

ABOUT BARNES & NOBLE EDUCATION, INC.

Barnes & Noble Education, Inc. (NYSE: BNED) is a leading solutions provider for the education industry, driving affordability, access and achievement at hundreds of academic institutions nationwide and ensuring millions of students are equipped for success in the classroom and beyond. Through its family of brands, BNED offers campus retail services and academic solutions, wholesale capabilities and more. BNED is a company serving all who work to elevate their lives through education, supporting students, faculty and institutions as they make tomorrow a better and smarter world. For more information, visit www.bned.com.

Media & Investor Contact:

Rob Fink and Greg McKinley

FNK IR

BNED@fnkir.com

646-809-4048

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “forecasts,” “projections,” “continue to,” “committed to,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, and such statements include but are not limited to those related to continued acceleration in demand for our BNC First Day® offerings, expected enrollment in our First Day Complete program in Fall 2026, continued expansion of our new offerings, future opportunities to accelerate profitable growth, generate strong cash flow and creation of long-term value, our positioning, strategic and operational objectives, broader market trends, expected trends in financial results, including those related to seasonality, as well as forward-looking continued top line and net income growth, , continued expense discipline and improved capital efficiency, Adjusted EBITDA, debt levels, interest costs, capital expenditures and long-term projected growth in Adjusted EBITDA. We caution you

not to place undue reliance on these forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, but not limited to: the amount of our indebtedness and ability to comply with covenants contained in our credit agreement; our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner; slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models; our dependency on strategic service provider relationships and the potential for adverse operational and financial changes to these strategic service provider relationships; non-renewal of our managed bookstore, physical and/or online store contracts; general competitive conditions; a decline in college enrollment or decreased funding available for students; technological changes, including the adoption of artificial intelligence technologies for educational content; disruptions to our information technology systems, infrastructure, data, supplier systems, and customer ordering and payment systems due to computer malware, viruses, hacking and phishing attacks; disruption of or interference with third party service providers and our own proprietary technology; and changes in applicable domestic and international laws, rules or regulations or changes in enforcement practices, including, without limitation, U.S. tax reform, changes in tax rates, tariffs, import and export control laws and regulations, changes to consumer data privacy rights legislation, as well as related guidance. Moreover, we operate in a very competitive and rapidly changing environment and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In addition, the declaration of any future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time and ensures compliance with any applicable restrictions, including those set forth in our credit agreement with our lenders.

For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s Annual Report on Form 10-K for the year ended May 2, 2026. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and we do not intend to update these forward-looking statements after the date of this press release, except as required by law.

EX-99.2

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Document

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(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

52 weeks ended 53 weeks ended

Dollars in thousands May 2, 2026 May 3, 2025

Sales:

Product sales and other 91.2 % 90.9 %

Rental income 8.8 % 9.1 %

Total sales 100.0 % 100.0 %

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

Product and other cost of sales 81.1 % 81.5 %

Rental cost of sales 52.9 % 54.0 %

Total cost of sales 78.6 % 79.0 %

Gross profit

21.4 % 21.0 %

Selling and administrative expenses 16.8 % 17.6 %

Depreciation and amortization expense 1.9 % 2.4 %

Impairment loss

0.7 % 0.1 %

Other (income) expense, net (0.2) % (0.1) %

Operating income (loss)

2.1 % 1.0 %

Loss on extinguishment of debt — % 3.4 %

Interest expense, net 0.9 % 1.4 %

Income (loss) before income taxes 1.2 % (3.8) %

Income tax expense

0.2 % 0.3 %

Net income (loss) 1.0 % (4.1) %

(a) Represents the percentage these costs bear to the related sales, instead of total sales.

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)

May 2, 2026 May 3, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 8,418 $ 9,058

Accounts receivable, net 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

Stockholders' equity:

Preferred stock, $0.01 par value; authorized, 5,000,000 shares; issued and outstanding, none

— —

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

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flow (Unaudited)

(In thousands, except per share data)

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) $ 7,917 $ 2,130

BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES

Non-GAAP Information

(In thousands) (Unaudited)

52 weeks ended 53 weeks ended

Dollars in thousands May 2, 2026 May 3, 2025

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

Reconciling items

5,390 4,108

Adjusted Net income (loss) $ 22,262 $ (61,717)

Reconciling items

Impairment loss $ 12,584 $ 1,713

Stock-based compensation expense

6,214 5,386

Other (income) expense, net

Participation interest purchase agreement settlement (12,625) —

Severance and cost reduction initiatives — 4,058

Legal settlement and related legal fees — 1,059

Settlement of obligations and actuarial gain related to frozen retirement plan — (8,780)

Other professional services fees 1,048 2,091

Estimated tax effect on reconciling items above (a)

(1,831) (1,419)

Reconciling items

$ 5,390 $ 4,108

Adjusted EBITDA 52 weeks ended 53 weeks ended

Dollars in thousands May 2, 2026 May 3, 2025

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

Add:

Depreciation and amortization expense 32,754 37,939

Impairment expense 12,584 1,713

Interest expense, net 15,866 22,260

Income tax expense 3,800 4,256

Loss on extinguishment of debt — 55,233

Other (income) expense, net (b)

(11,577) (1,572)

Stock-based compensation expense 6,214 5,386

Adjusted EBITDA $ 76,513 $ 59,390

(a)The tax effect on reconciling items was calculated for Fiscal 2026 using the statutory rate of 25.36%. The tax effect on reconciling items was calculated for Fiscal 2025 using the statutory rate of 25.67%.

(b)Other (income) expense is exclusive of Investigation Costs of $7.3 million incurred during the 52 weeks ended May 2, 2026.

Adjusted Free Cash Flow

52 weeks ended 53 weeks ended

Dollars in thousands May 2, 2026 May 3, 2025

Net cash flows provided by (used in) operating activities (a)

$ 50,057 $ (85,413)

Less:

Capital expenditures (b)

16,196 12,894

Cash interest 12,531 17,912

Cash taxes (refund) paid, net 7,917 2,130

Adjusted Free Cash Flow $ 13,413 $ (118,349)

(a)Given the growth of our 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. As a higher percentage of our sales shift to BNC First Day® affordable access course material program offerings, we are focused on efforts to better align the timing of our cash outflows to course material vendors and cash inflows from collections from schools.

(b)Purchases of property and equipment are also referred to as capital expenditures. Our investing activities consist principally of capital expenditures for contractual capital investments associated with renewing existing contracts, new store construction, and enhancements to internal systems and our website. The following table provides the components of total purchases of property and equipment.

Capital Expenditures

52 weeks ended 53 weeks ended

Dollars in thousands May 2, 2026 May 3, 2025

Physical store capital expenditures $ 10,527 $ 8,866

Product and system development 4,597 3,063

Other 1,072 965

Total Capital Expenditures $ 16,196 $ 12,894

Use of Non-GAAP Financial Information - Adjusted Net Income (Loss), Adjusted EBITDA and Adjusted Free Cash Flow

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses the financial measures of Adjusted Net Income (Loss), Adjusted EBITDA, and Adjusted Free Cash Flow, which are non-GAAP financial measures under Securities and Exchange Commission (the "SEC") regulations. We define Adjusted Net Income (Loss) as net income (loss) adjusted for certain reconciling items that are subtracted from or added to net income (loss). We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense, net and (3) income taxes, (4) as adjusted for other non-cash or non-recurring items, and adjustments defined in the Company’s credit agreement. We define Adjusted Free Cash Flow as Cash Flows from Operating Activities less capital expenditures, cash interest and cash taxes.

These non-GAAP measures have been reconciled to the most comparable financial measures presented in accordance with GAAP as follows: the reconciliation of Adjusted Net Income (Loss) to net income (loss); the reconciliation of consolidated Adjusted EBITDA to consolidated net income (loss); and the reconciliation of Adjusted Free Cash Flow to Cash Flows from Operating Activities. All of the items included in the reconciliations are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.

These non-GAAP financial measures are not intended as substitutes for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company's use of these non-GAAP financial measures may be different from similarly named measures used by other companies, limiting their usefulness for comparison purposes.

We review these non-GAAP financial measures as internal measures to evaluate our performance at a consolidated level to manage our operations. We believe that these measures are useful performance measures which are used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that these non-GAAP financial measures provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as they exclude certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted Net Income (Loss) and Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance. We believe that Adjusted Free Cash Flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements and assists investors in their understanding of our operating profitability and liquidity as we manage the business to maximize margin and cash flow.

The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Form 10-K dated May 3, 2025, filed with the SEC on December 23, 2025. We do not provide a reconciliation of forward-looking non-GAAP financial metrics, because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding GAAP metric.

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v3.26.1

Cover

Jul. 09, 2026

Document Information [Line Items]

Document Type

8-K

Document Period End Date

Jul. 09, 2026

Entity Registrant Name

BARNES & NOBLE EDUCATION, INC.

Entity Incorporation, State or Country Code

Entity File Number

1-37499

Entity Tax Identification Number

46-0599018

Entity Address, Address Line One

180 Park Avenue, Suite 301,

Entity Address, City or Town

Florham Park,

Entity Address, Postal Zip Code

07932

City Area Code

(908)

Local Phone Number

991-2665

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.01 par value per share

Trading Symbol

BNED

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001634117

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 12

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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