Statistik Asas
| LEI | 549300JQGDS5THBPED41 |
| CIK | 1634117 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Barnes & Noble Education, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
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): August 26, 2025 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of Incorporation) (Commi |
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| August 8, 2025 |
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): August 8, 2025 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| August 8, 2025 |
Barnes & Noble Education Receives NYSE Notice Regarding Delayed 10-K Filing Exhibit 99.1 Barnes & Noble Education Receives NYSE Notice Regarding Delayed 10-K Filing Basking Ridge, NJ, August 8, 2025 – Barnes & Noble Education, Inc. (NYSE: BNED). On August 4, 2025 Barnes & Noble Education, Inc. (NYSE: BNED) (the “Company”) received notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manu |
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| July 18, 2025 |
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 18, 2025 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: May 3, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 10, 2025 |
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): March 10, 2025 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or Other Jurisdiction of Incorporation) (Commis |
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| March 10, 2025 |
Exhibit 99.1 Barnes & Noble Education Reports Third Quarter Fiscal Year 2025 Financial Results BNC First Day® Program Revenues Increased 21% YOY to $222 Million Total Revenue Growth of 2% and Gross Comparable Store Sales Growth of 7% Net Income Improves by $17 Million to $7 Million Adjusted EBITDA Improves by $6 Million to $27 Million Basking Ridge, NJ, March 10, 2025—Barnes & Noble Education, Inc |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 25, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| March 10, 2025 |
EX-99.2 Exhibit 99.2 BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) 13 weeks ended 39 weeks ended January 25, 2025 January 27, 2024 January 25, 2025 January 27, 2024 Sales: Product sales and other $ 423,163 $ 415,375 $ 1,233,763 $ 1,237,723 Rental income 43,162 41,298 98,115 93,490 Total sales 466,32 |
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| March 6, 2025 |
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): March 3, 2025 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 6, 2025 |
Employment Agreement, dated February 19, 2025, with Gary Luster. EX-10.1 Exhibit 10.1 February 19, 2025 Gary Luster Dear Gary, It is my pleasure to confirm our offer of employment with Barnes & Noble Education, Inc. (“BNED” or “Company”). The following represents the key elements of our offer: Job Title: Senior Vice President, Chief Accounting Officer Department and Location: C0836 BNED Finance Executive - Basking Ridge, NJ Reports to: Jason |
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| March 6, 2025 |
Exhibit 99.1 Barnes & Noble Education Strengthens Leadership Team with the Appointment of Christopher Neumann as General Counsel & Corporate Secretary and Gary Luster as Chief Accounting Officer March 6, 2025, Basking Ridge, NJ—Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today announced the appointment of Christopher Neumann as General Coun |
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| January 16, 2025 |
Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 January 16, 2025 Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 January 16, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: Scott Anderegg RE: Barnes & Noble Education, Inc. Registration Statement on Form S-3 File No. 333-284212 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 46 |
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| January 10, 2025 |
As filed with the Securities and Exchange Commission on January 10, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on January 10, 2025 Registration No. |
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| January 10, 2025 |
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): January 10, 2025 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or Other Jurisdiction of Incorporation) (Co |
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| January 10, 2025 |
Form of Indenture relating to debt securities. Exhibit 4.1 BARNES & NOBLE EDUCATION, INC. TO [ ] Trustee Indenture Dated as of , 20 BARNES & NOBLE EDUCATION, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 20 Trust Indenture Act Section Indenture Sections § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 610 § 311(a) 613(a) (b |
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| January 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Barnes & Noble Education, Inc. |
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| December 20, 2024 |
$40,000,000 Barnes & Noble Education, Inc. Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-283738 PROSPECTUS SUPPLEMENT (To prospectus dated December 20, 2024) $40,000,000 Barnes & Noble Education, Inc. Common Stock On December 20, 2024, we entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC, or BTIG, relating to the sale of shares of our common stock, $0.01 par value per share |
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| December 20, 2024 |
Exhibit 1.1 BARNES & NOBLE EDUCATION, INC. UP TO $40,000,000 OF COMMON STOCK (PAR VALUE $0.01 PER SHARE) AT-THE-MARKET SALES AGREEMENT December 20, 2024 BTIG, LLC 65 East 55th Street New York, New York 10022 Ladies and Gentlemen: Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, t |
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| December 20, 2024 |
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): December 20, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or Other Jurisdiction of Incorporation) (C |
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| December 18, 2024 |
Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 December 18, 2024 Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 December 18, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: Rucha Pandit RE: Barnes & Noble Education, Inc. Registration Statement on Form S-3 File No. 333-283738 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 |
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| December 11, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Barnes & Noble Education, Inc. |
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| December 11, 2024 |
As filed with the Securities and Exchange Commission on December 11, 2024 Table of Contents As filed with the Securities and Exchange Commission on December 11, 2024 Registration No. |
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| December 11, 2024 |
Index to Form 10-K Index to FS Exhibit 99.1 EXPLANATORY NOTE Barnes & Noble Education, Inc. (the “Company”, “we”, “our”) is filing this Current Report on Form 8-K to recast certain financial information set forth in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (“Report”) as filed on July 1, 2024, with the U.S. Securities and Exchange Commission (“SEC”) under the Securiti |
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| December 11, 2024 |
Form of Indenture relating to debt securities. Exhibit 4.1 BARNES & NOBLE EDUCATION, INC. TO [ ] Trustee Indenture Dated as of , 20 BARNES & NOBLE EDUCATION, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 20 Trust Indenture Act Section Indenture Sections § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 610 § 311(a) 613(a) (b) 613(b) (b)(2) 703(a)(2 |
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| December 11, 2024 |
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): December 11, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Com |
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| December 9, 2024 |
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): December 9, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Comm |
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| December 9, 2024 |
Exhibit 99.1 Barnes & Noble Education Reports Second Quarter Fiscal Year 2025 Financial Results 2Q BNC First Day® Program Revenues Increased ∼18% YOY to $235 million 2Q Net Income from Continuing Operations Improved by ∼$25 million Strategic Initiatives Drive 2Q Adjusted EBITDA growth by ∼$15 million to $66 million Basking Ridge, NJ, December 9, 2024 - Barnes & Noble Education, Inc. (NYSE: BNED), |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 26, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| December 9, 2024 |
Exhibit 99.2 BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) 13 weeks ended 26 weeks ended October 26, 2024 October 28, 2023 October 26, 2024 October 28, 2023 Sales: Product sales and other $ 559,674 $ 569,698 $ 810,600 $ 822,348 Rental income 42,448 40,681 54,953 52,192 Total sales 602,122 610,379 86 |
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| December 6, 2024 |
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): December 2, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or Other Jurisdiction of Incorporation) (Co |
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| November 14, 2024 |
BNED / Barnes & Noble Education, Inc. / Outerbridge Capital Management LLC Passive Investment SC 13G/A 1 d1153014513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06777U200 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check t |
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| November 12, 2024 |
Barnes & Noble Education, Inc. 19,276,512 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-282791 PROSPECTUS Barnes & Noble Education, Inc. 19,276,512 Shares of Common Stock This prospectus relates to the offer and sale from time to time of up to 19,276,512 of shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of Barnes & Noble Education, Inc. (“we,” the “Company” or “BNED”) by the se |
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| November 7, 2024 |
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): November 7, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Comm |
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| November 7, 2024 |
Exhibit 99.1 Barnes & Noble Education Reports Second Quarter Preliminary Fiscal Year 2025 Unaudited Financial Results 2Q BNC First Day® Program Revenues Increased 18% YOY to $235 million 2Q Net Income From Continuing Operations Expected to Increase by mid-70% to mid-90% YoY BASKING RIDGE, N.J., Nov. 7, 2024 (GLOBE NEWSWIRE) - Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provide |
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| November 1, 2024 |
Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 November 1, 2024 Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 November 1, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: Scott Anderegg RE: Barnes & Noble Education, Inc. Registration Statement on Form S-3 File No. 333-282791 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 46 |
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| October 23, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Barnes & Noble Education, Inc. |
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| October 23, 2024 |
As filed with the Securities and Exchange Commission on October 23, 2024 Table of Contents As filed with the Securities and Exchange Commission on October 23, 2024 Registration No. |
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| September 26, 2024 |
BNED / Barnes & Noble Education, Inc. / Philotimo Fund, LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 06777U101 (CUSIP Num |
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| September 26, 2024 |
EX-99.1 2 ex991to13g11527bned09262024.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated September 26, 2024, with respect to the Common Stock, $0.01 par value per share, of Barnes & Noble Education, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be f |
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| September 24, 2024 |
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): September 23, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or Other Jurisdiction of Incorporation) ( |
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| September 20, 2024 |
As filed with the Securities and Exchange Commission on September 20, 2024 Form S-8 As filed with the Securities and Exchange Commission on September 20, 2024 Registration No. |
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| September 20, 2024 |
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): September 18, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Co |
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| September 20, 2024 |
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): September 19, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or Other Jurisdiction of Incorporation) ( |
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| September 20, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Barnes & Noble Education, Inc. |
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| September 20, 2024 |
Amended and Restated Equity Incentive Plan. EX-4.1 Exhibit 4.1 BARNES & NOBLE EDUCATION, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN ARTICLE 1 PURPOSE OF THE PLAN 1.1. Purpose. The purpose of the Plan is to assist the Company and its Affiliates in attracting and retaining selected individuals to serve as non-employee directors, employees, consultants and/or advisors of the Company and its Affiliates who are expected to contribute to the |
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| September 20, 2024 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARNES & NOBLE EDUCATION, INC. BARNES & NOBLE EDUCATION, INC., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the corporation is BARNES & NOBLE EDUCATION, INC. The original Certificate of Incorporation of the corporation was filed with the Secretary of Stat |
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| September 20, 2024 |
Exhibit 1.1 BARNES & NOBLE EDUCATION, INC. UP TO $40,000,000 OF COMMON STOCK (PAR VALUE $0.01 PER SHARE) AT-THE-MARKET SALES AGREEMENT September 19, 2024 BTIG, LLC 65 East 55th Street New York, New York 10022 Ladies and Gentlemen: Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, |
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| September 20, 2024 |
$40,000,000 Barnes & Noble Education, Inc. Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-281930 PROSPECTUS SUPPLEMENT (To prospectus dated September 17, 2024) $40,000,000 Barnes & Noble Education, Inc. Common Stock On September 19, 2024, we entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC, or BTIG, relating to the sale of shares of our common stock, $0.01 par value per sha |
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| September 13, 2024 |
Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 September 13, 2024 Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 September 13, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: Cara Wirth RE: Barnes & Noble Education, Inc. Registration Statement on Form S-3 File No. 333- 281930 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 |
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| September 10, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 27, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1- |
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| September 10, 2024 |
Exhibit 99.2 BARNES & NOBLE EDUCATION, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) 13 weeks ended July 27, 2024 July 29, 2023 Sales: Product sales and other $ 250,926 $ 252,650 Rental income 12,505 11,511 Total sales 263,431 264,161 Cost of sales (exclusive of depreciation and amortization expense): Product and other cost |
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| September 10, 2024 |
Exhibit 99.1 Barnes & Noble Education Reports First Quarter Fiscal Year 2025 Financial Results BNC First Day Program Revenues Increased 32% Recent Initiatives Expected to Drive Over $10 Million of Go-Forward Savings Basking Ridge, NJ, September 10, 2024 - Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today reported sales and earnings for the |
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| September 10, 2024 |
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): September 10, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Co |
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| September 4, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Barnes & Noble Education, Inc. |
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| September 4, 2024 |
As filed with the Securities and Exchange Commission on September 4, 2024 Table of Contents As filed with the Securities and Exchange Commission on September 4, 2024 Registration No. |
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| September 4, 2024 |
Form of Indenture relating to debt securities. Exhibit 4.1 BARNES & NOBLE EDUCATION, INC. TO [ ] Trustee Indenture Dated as of , 20 BARNES & NOBLE EDUCATION, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 20 Trust Indenture Act Section Indenture Sections § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 610 § 311(a) 613(a) (b) 613(b) (b)(2) 703(a)( |
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| August 13, 2024 |
Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 August 13, 2024 Barnes & Noble Education, Inc. 120 Mountainview Blvd. Basking Ridge, NJ 07920 August 13, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0409 Attention: Jenna Hough RE: Barnes & Noble Education, Inc. Registration Statement on Form S-3 File No. 333- 280775 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 o |
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| August 12, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| August 2, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| July 22, 2024 |
March 29 Term Sheet (filed herewith) Exhibit 2 1 Backstop to Equity Rights Offering Facility: Preliminary, Non-Binding Term Sheet This Preliminary, Non-Binding Term Sheet (the “Non-Binding Term Sheet”) is an expression of interest only and is not meant to be binding on the parties now or in the future. |
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| July 22, 2024 |
May 1 Proposal (filed herewith) Exhibit 3 CONFIDENTIAL 1 CONFIDENTIAL May 1, 2024 Board of Directors Barnes & Noble Education, Inc. |
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| July 22, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* BARNES & NOBLE EDUCATION, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) Greenhaven Road Investment Management, LP 8 Soun |
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| July 17, 2024 |
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 17, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| July 12, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Barnes & Noble Education, Inc. |
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| July 12, 2024 |
As filed with the Securities and Exchange Commission on July 12, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on July 12, 2024 Registration No. |
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| July 5, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 16, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 3, 2024 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF BARNES & NOBLE EDUCATION, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Barnes & Noble Education, Inc., a Delaware corporation (the “Corporation”), certifies as follows: 1. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and |
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| July 3, 2024 |
Letter of Ernst & Young LLP to the Securities and Exchange Commission dated July 3, 2024 Exhibit 16.1 July 3, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of Form 8-K dated July 3, 2024, of Barnes & Noble Education, Inc. and are in agreement with the statements contained in paragraphs one through four therein. We have no basis to agree or disagree with other statements of the registrant contained therein. Since |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 46-0599018 (State or other jurisdiction of incorporation) (IRS Employer ID Numbe |
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| July 3, 2024 |
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 2, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| July 3, 2024 |
Exhibit 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of July 3, 2024 (the “Amendment Effective Date”), by and between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), and amends that certain Rights Agreemen |
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| July 1, 2024 |
Exhibit 99.1 Barnes & Noble Education Reports Fiscal Year 2024 Financial Results Milestone Transactions Completed in June 2024 Significantly Strengthen Balance Sheet Focused on Driving Improved Profitability & Long-Term Shareholder Returns Basking Ridge, NJ - Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today reported sales and earnings for |
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| July 1, 2024 |
EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General As of the fiscal year ended April 27, 2024, Barnes & Noble Education, Inc. (“BNED,” “we,” “us,” “our” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our common st |
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| July 1, 2024 |
List of subsidiaries of Barnes & Noble Education, Inc. Exhibit 21.1 Subsidiaries of Barnes & Noble Education, Inc. 1.B&N Education, LLC, a Delaware limited liability company 2.Barnes & Noble College Booksellers, LLC, a Delaware limited liability company 3.BNED Digital Holdings, LLC, a Delaware limited liability company 4.BNED LoudCloud, LLC, a Delaware limited liability company 5.BNED MBS Holdings, LLC, a Delaware limited liability company 6.BNED (Tex |
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| July 1, 2024 |
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 1, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Index to Form 10-K Index to FS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 1, 2024 |
Insider trading policies and procedures. Exhibit 19.1 Barnes & Noble Education, Inc. Insider Trading Policy (Adopted effective July 21, 2015 by the Barnes & Noble Education, Inc. Board of Directors) This Insider Trading Policy applies to all directors, officers and employees of Barnes & Noble Education, Inc. (the “Company”). Additionally, all directors, officers with the title of Vice President and above in Barnes & Noble Education, Inc. |
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| July 1, 2024 |
Exhibit 10.18 Execution Version ELEVENTH AMENDMENT TO CREDIT AGREEMENT This ELEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 12, 2024 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders part |
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| July 1, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 97.1 BARNES & NOBLE EDUCATION, INC COMPENSATION RECOVERY POLICY Adopted as of October 5, 2023 Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from curr |
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| June 25, 2024 |
BNED / Barnes & Noble Education, Inc. / RIGGIO LEONARD - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06777U200 (CUSIP Number) Leonard Riggio c/o TRFO, LLC 120 Fifth Avenue New York, NY 10011 (212) 633-3375 (Name, Address and Telephone |
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| June 20, 2024 |
BNED / Barnes & Noble Education, Inc. / FANZZLIDS HOLDINGS, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) June 10, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| June 20, 2024 |
EX-99.1 2 d823021dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the United States Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Barnes & Noble Education, Inc., a corporation in |
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| June 13, 2024 |
BNED / Barnes & Noble Education, Inc. / VITAL FUNDCO, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) June 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the R |
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| June 13, 2024 |
EX-99.A 2 d823206dex99a.htm EX-99.A Exhibit A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common shares, par value $0.01 per share, of Barnes & Noble Education, Inc. (this “Ag |
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| June 12, 2024 |
BNED / Barnes & Noble Education, Inc. / TORO 18 HOLDINGS LLC - THE SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| June 12, 2024 |
EX-99.2 2 ex992to13d1344601206102024.htm JOINT FILING AGREEMENT Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par v |
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| June 12, 2024 |
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): June 11, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| June 11, 2024 |
Exhibit 99.1 Barnes & Noble Education Successfully Completes Milestone Transactions to Significantly Strengthen Balance Sheet and Advance Industry Leading Services for Institutions and Students BNED Receives $95 Million of New Equity Capital Through $50 Million Equity Investment and $45 Million Fully Backstopped Equity Rights Offering Led by Immersion Corporation Converts Approximately $34 Million |
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| June 11, 2024 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 10, 2024 among BARNES & NOBLE EDUCATION, INC., as the Lead Borrower, The Other Borrowers From Time to Time Party Hereto, The Guarantors From Time to Time Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, The Other Lenders From Time to Time Party Hereto, JPMORGAN |
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| June 11, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARNES & NOBLE EDUCATION, INC. BARNES & NOBLE EDUCATION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The name of the corporation is BARNES & NOBLE EDUCATION, INC. The original Certificate of Incorporati |
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| June 11, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARNES & NOBLE EDUCATION, INC. BARNES & NOBLE EDUCATION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The name of the corporation is BARNES & NOBLE EDUCATION, INC. The original Certificate of Incorporati |
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| June 11, 2024 |
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): June 10, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| June 11, 2024 |
BNED / Barnes & Noble Education, Inc. / Outerbridge Capital Management LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06777U101 (CUSIP Number) Outerb |
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| June 11, 2024 |
BNED / Barnes & Noble Education, Inc. / Outerbridge Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 6, 2024 |
EX-99.2 Exhibit 99.2 Barnes & Noble Education Announces Final Results of Rights Offering Company to Receive $45 Million of New Equity Capital Through Rights Offering and Backstop Transaction Company to Receive Additional $50 Million of New Equity Capital Through Concurrent Private Investment BASKING RIDGE, N.J. – June 6, 2024 – Barnes & Noble Education, Inc. (NYSE: BNED) (“BNED” or the “Company”), |
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| June 6, 2024 |
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): June 5, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| June 6, 2024 |
EX-99.1 Exhibit 99.1 Barnes & Noble Education Shareholders Approve Milestone Equity and Refinancing Transactions to Significantly Strengthen Balance Sheet and Advance Industry Leading Services for Institutions and Students BNED to Receive $95 Million of New Equity Capital Through $50 Million Equity Investment and $45 Million Fully Backstopped Equity Rights Offering Led by Immersion Corporation Con |
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| June 4, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* BARNES & NOBLE EDUCATION, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) Greenhaven Road Investment Management, LP 8 Soun |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 29, 2024 |
New Barnes & Noble College Research Reveals Students’ Evolving Attitudes Towards Collegiate Retail Exhibit 99.1 New Barnes & Noble College Research Reveals Students’ Evolving Attitudes Towards Collegiate Retail • Research findings reveal the growing importance of convenience, elevated experiences, and dedicated service and support. • Students continue to view the campus bookstore as a critical resource in their academic journey. BASKING RIDGE, N.J.—(BUSINESS WIRE)—Barnes & Noble College (BNC), |
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| May 29, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 29, 2024 |
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): May 29, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| May 28, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 28, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 24, 2024 |
424B3 PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (to prospectus dated May 15, 2024) Registration No. 333-278799 Barnes & Noble Education, Inc. Non-Transferable Subscription Rights to Purchase 900,000,000 Shares of Common Stock at $0.05 per Share This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 15, 2024 (as su |
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| May 23, 2024 |
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): May 23, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| May 23, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 23, 2024 |
Barnes & Noble Education Announces Preliminary Fiscal Year 2024 Results Exhibit 99.1 Barnes & Noble Education Announces Preliminary Fiscal Year 2024 Results BASKING RIDGE, N.J., May 23, 2024 /BUSINESS WIRE/ — Barnes & Noble Education, Inc. (NYSE: BNED) (“BNED” or the “Company”), a leading solutions provider for the education industry, today announced certain preliminary, unaudited financial results for the twelve months ended April 27, 2024. Preliminary Unaudited Fisc |
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| May 23, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 22, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 17, 2024 |
EX-99.1 2 tm2414132d3ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Barnes & Noble Education, Inc. and fur |
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| May 17, 2024 |
SC 13D 1 tm2414132d3sc13da.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* BARNES & NOBLE EDUCATION, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) Greenhaven |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BARNES & NOBLE EDUCATION, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240. |
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| May 15, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-278799 Barnes & Noble Education, Inc. Non-Transferable Subscription Rights to Purchase 900,000,000 Shares of Common Stock at $0.05 per Share Barnes & Noble Education, Inc. (the “Company,” “BNED,” “we,” “us” or “our”) is distributing, at no charge, to holders of its common stock, par value $0.01 per share (“Common Sto |
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| May 14, 2024 |
Barnes & Noble Education, Inc. 120 Mountain View Blvd Basking Ridge, NJ 07920 Barnes & Noble Education, Inc. 120 Mountain View Blvd Basking Ridge, NJ 07920 May 14, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Dietrich King Ms. Rucha Pandit Re: Barnes & Noble Education, Inc. Registration Statement on Form S-1 Filed May 9, 2024 File No. 333-27 |
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| May 9, 2024 |
May 9, 2024 Via EDGAR Submission Mr. Dietrich King Ms. Rucha Pandit U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Barnes & Noble Education, Inc. Registration Statement on Form S-1 Filed April 18, 2024 File No. 333-278799 Dear Mr. King and Ms. Pandit: On behalf of our client, Barnes & Noble Education, |
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| May 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 9, 2024 |
Exhibit 4.2 Computershare Trust Company, N.A. 150 Royall Street, Suite V Canton, Massachusetts 02021 Information Agent: Innisfree M&A Incorporated Banks, brokers and stockholders call toll-free: (877) 800-5185 + BNED SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK THIS RIGHTS OFFER EXPIRES AT 5:00 P.M. EASTERN DAYLIGHT TIME ON , 2024 Barnes & Noble Education, Inc. (the “Company,” “BNED”) issued |
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| May 9, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 9, 2024 |
May 9, 2024 Via EDGAR Submission Mr. Dietrich King Ms. Rucha Pandit U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Barnes & Noble Education, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 23, 2024 File No. 001-37499 Dear Mr. King and Ms. Pandit: On behalf of our client, Barnes & Noble Ed |
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| May 6, 2024 |
BNED / Barnes & Noble Education, Inc. / TISCH DANIEL R - SC 13G/A Passive Investment SC 13G/A 1 ef20028579sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) May 6, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| May 3, 2024 |
Exhibit 99.1 BARNES & NOBLE EDUCATION, INC. 120 Mountain View Blvd. Basking Ridge, New Jersey 07920 NOTICE OF PROPOSED RIGHTS OFFERING May 3, 2024 To our Stockholders: This Notice is being furnished to the stockholders of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), to notify stockholders of the Company’s common stock, par value $0.01 per share (“Common Stock”), of a pro |
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| May 3, 2024 |
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): May 3, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissio |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 23, 2024 |
SC 13D/A 1 sc13da91273300204232024.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.0 |
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| April 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Barnes & Noble Education, Inc. |
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| April 18, 2024 |
Exhibit 4.2 Computershare Trust Company, N.A. 150 Royall Street, Suite V Canton, Massachusetts 02021 Information Agent: Georgeson LLC Banks, brokers and shareholders call toll-free: (866) 410-6525 + BNED SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK THIS RIGHTS OFFER EXPIRES AT 5:00 P.M. EASTERN DAYLIGHT TIME ON , 2024 Barnes & Noble Education, Inc. (the “Company,” “BNED”) issued to its stockh |
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| April 18, 2024 |
As filed with the Securities and Exchange Commission on April 18, 2024 S-1 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024 Registration No. |
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| April 18, 2024 |
Exhibit 4.3 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Subscription Agent Agreement Between Barnes and Noble Education, Inc. and Computershare Trust Company, N.A., Computershare Inc. Page 1 THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BARNES & NOBLE EDUCATION, INC. |
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| April 16, 2024 |
Exhibit 99.1 Barnes & Noble Education Announces Milestone Transactions to Significantly Strengthen Balance Sheet and Advance Industry Leading Services for Institutions and Students BNED to Receive $95 Million of New Capital Through $50 Million Equity Investment and $45 Million Fully Backstopped Equity Rights Offering Led by Immersion Corporation Eliminates Approximately $34 Million of Debt Through |
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| April 16, 2024 |
Barnes & Noble Education Adopts Short-Term Stockholder Rights Plan Exhibit 99.1 Barnes & Noble Education Adopts Short-Term Stockholder Rights Plan Basking Ridge, N.J.— April 16, 2024 — Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today announced that its Board of Directors has approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase r |
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| April 16, 2024 |
Exhibit 10.1 Execution Version STANDBY, SECURITIES PURCHASE AND DEBT CONVERSION AGREEMENT This STANDBY, SECURITIES PURCHASE AND DEBT CONVERSION AGREEMENT (this “Agreement”), dated as of April 16, 2024, is made by and among Barnes & Noble Education, Inc. , a Delaware corporation (the “Company”), Toro 18 Holdings LLC, a Delaware limited liability company (“Investor”), Vital Fundco, LLC (“Vital”), an |
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| April 16, 2024 |
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): April 16, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Revised Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 16, 2024 |
Letter Agreement between Michael P. Huseby and Barnes & Noble Education, Inc., dated April 15, 2024 Exhibit 10.3 BARNES & NOBLE EDUCATION, INC. 120 Mountainview Boulevard Basking Ridge, New Jersey 07920 April 15, 2024 Mr. Michael P. Huseby Barnes & Noble Education, Inc. 990 Stewart Avenue, Suite 520 Garden City, NY 11530 Dear Mr. Huseby: This letter agreement reflects the agreement between you and Barnes & Noble Education, Inc. (the “Company”) regarding certain employment matters. This letter ag |
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| April 16, 2024 |
Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders 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): April 16, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| April 16, 2024 |
Exhibit 10.2 Execution Version TWELFTH AMENDMENT TO CREDIT AGREEMENT This TWELFTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 16, 2024 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party h |
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| April 16, 2024 |
Exhibit 4.1 Execution Version RIGHTS AGREEMENT between BARNES & NOBLE EDUCATION, INC., and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of April 16, 2024 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of the Rights Agent 8 Section 3. Issuance of Rights Certificates 8 Section 4. Form of Rights Certificates 10 Section 5. Countersignature and Registratio |
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| April 15, 2024 |
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): April 12, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| April 11, 2024 |
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): April 10, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| March 13, 2024 |
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): March 12, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| March 13, 2024 |
Exhibit 99.1 Barnes & Noble Education Reports Third Quarter Fiscal Year 2024 Financial Results Retail Segment Gross Comparable Store Sales Increased 8.8% First Day® Complete Revenue Increased to $110 Million from $67 Million Consolidated GAAP Net Loss from Continuing Operations Improved to $(9.9) Million from $(22.1) Million Consolidated Adjusted EBITDA (Non-GAAP) from Continuing Operations Increa |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 27, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: January 27, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transiti |
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| March 1, 2024 |
Barnes & Noble Education Receives Continued Listing Standard Notice From NYSE Exhibit 99.1 Barnes & Noble Education Receives Continued Listing Standard Notice From NYSE March 1, 2024, Basking Ridge, NJ - Barnes & Noble Education, Inc. (NYSE: BNED), (NYSE:BNED or “the Company”), a leading solutions provider for the education industry, today announced that on February 27, 2024 it received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) indicating that th |
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| March 1, 2024 |
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): February 27, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Com |
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| February 6, 2024 |
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): January 31, 2024 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Comm |
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| February 6, 2024 |
Amendment to Offer Letter Agreement, dated January 31, 2024, with Kevin Watson Exhibit 10.1 Cynthia Origlio VP, Acting Chief HR Officer [email protected] M: 917.841.5991 CONFIDENTIAL January 31, 2024 Kevin Watson delivered via email Dear Kevin: Pursuant to the offer letter agreement between you and Barnes & Noble Education, Inc. (the “Company”) dated August 28, 2023 (the “Offer Letter”), you are eligible to receive a bonus for the Company’s fiscal year ending on April 27, 20 |
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| January 23, 2024 |
BNED / Barnes & Noble Education, Inc. / SELZ BERNARD T Passive Investment SC 13G 1 b123245sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BARNES & NOBLE EDUCATION INC (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| January 4, 2024 |
BNED / Barnes & Noble Education, Inc. / TISCH DANIEL R - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| December 13, 2023 |
EX-10.1 Exhibit 10.1 Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT This TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 12, 2023 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders |
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| December 13, 2023 |
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): December 12, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Com |
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| December 7, 2023 |
Exhibit 10.1 Execution Version NINTH AMENDMENT TO CREDIT AGREEMENT This NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 10, 2023 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party her |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| December 6, 2023 |
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): December 6, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Comm |
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| December 6, 2023 |
Exhibit 99.1 Barnes & Noble Education Reports Second Quarter Fiscal Year 2024 Financial Results Retail Segment Gross Comparable Store Sales Increased 3.6% First Day® Complete Revenue Increased 52% to $136 Million Consolidated GAAP Net Income from Continuing Operations Increased 2.8% to $24.9 Million Consolidated Adjusted EBITDA (Non-GAAP) from Continuing Operations Increased by $11.1 million or 28 |
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| October 20, 2023 |
As filed with the Securities and Exchange Commission on October 20, 2023 Form S-8 As filed with the Securities and Exchange Commission on October 20, 2023 Registration No. |
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| October 20, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) BARNES & NOBLE EDUCATION, INC. |
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| October 12, 2023 |
EX-3.1 Exhibit 3.1 BARNES & NOBLE EDUCATION, INC. SECOND AMENDED AND RESTATED BY-LAWS, AS AMENDED Effective as of October 5, 2023 ARTICLE I Offices SECTION 1. Registered Office. The registered office of BARNES & NOBLE EDUCATION, INC. (hereinafter called the “Corporation”) in the State of Delaware shall be at 1675 South State St. Ste B, City of Dover, County of Kent, Delaware 19901, and the registe |
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| October 12, 2023 |
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): October 5, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commi |
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| October 5, 2023 |
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): October 5, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commi |
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| September 14, 2023 |
Exhibit 10.1 Cynthia Origlio VP, Total Rewards & Talent [email protected] M: 917.841.5991 CONFIDENTIAL September 8, 2023 Dear Michael, This letter sets forth an amendment to your retention bonus letter dated May 1, 2023 (“Letter”). The second and third paragraphs of the Letter are hereby deleted in their entirety and replaced with the following: In the event you remain continuously employed by Bar |
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| September 14, 2023 |
Exhibit 10.3 Cynthia Origlio VP, Acting Chief HR Officer [email protected] M: 917.841.5991 CONFIDENTIAL September 14, 2023 Dear Mike, This letter will confirm the Performance Incentive Bonus (as defined below) being offered to you and the details regarding the same. Performance Incentive Bonus In the event you remain continuously employed by Barnes & Noble Education, Inc. or one of its subsidiarie |
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| September 14, 2023 |
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): September 8, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Com |
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| September 14, 2023 |
Exhibit 10.2 Cynthia Origlio VP, Total Rewards & Talent [email protected] M: 917.841.5991 CONFIDENTIAL September 8, 2023 Dear Jonathan, This letter sets forth an amendment to your retention bonus letter dated May 1, 2023 (“Letter”). The second and third paragraphs of the Letter are hereby deleted in their entirety and replaced with the following: In the event you remain continuously employed by Ba |
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| September 6, 2023 |
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): September 6, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Com |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1- |
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| September 6, 2023 |
Exhibit 10.1 Barnes & Noble Education Names Kevin F. Watson as Executive Vice President and Chief Financial Officer BASKING RIDGE, N.J.- Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today announced that Kevin F. Watson has been named Chief Financial Officer, effective September 7, 2023. Mr. Watson will report directly to Michael P. Huseby, C |
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| September 6, 2023 |
Exhibit 99.1 Barnes & Noble Education Reports First Quarter Fiscal Year 2024 Financial Results Consolidated Revenue Increased 3.7% to $264.2 Million Retail Segment Gross Comparable Store Sales Increased 5.9% Course Material Gross Comparable Store Sales Increased 6.5% First Day® Complete Revenue Increased 55% to $25.5 Million Consolidated GAAP Net Loss from Continuing Operations Decreased by $0.3 M |
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| September 6, 2023 |
Employment Letter, dated August 28, 2023, between Barnes & Noble Education, Inc. and Kevin Watson. Exhibit 10.2 August 28, 2023 Kevin Watson [] [] Dear Kevin, It is my pleasure to confirm our offer of employment with B&N Education, LLC, a subsidiary of Barnes & Noble Education, Inc. (collectively, “BNED” or “Company”). The following represents the key elements of our offer: Job Title: EVP, Chief Financial Officer Department and Location: BNED Finance Executive – Garden City, NY (Hybrid) Reports |
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| August 25, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| August 11, 2023 |
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): August 11, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commi |
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| August 11, 2023 |
EX-10.2 Exhibit 10.2 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Raphael T. Wallander (“Director”) of Barnes & Noble Education, Inc. BACKGROUND WHEREAS, the Company desires and has requested that Director serve as an independent Director |
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| August 11, 2023 |
EX-10.1 Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and Steven G. Panagos (“Director”) of Barnes & Noble Education, Inc. BACKGROUND WHEREAS, the Company desires and has requested that Director serve as an independent Director of |
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| August 4, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 4, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| August 4, 2023 |
Exhibit 99.1 Barnes & Noble Education Reports Fourth Quarter and Fiscal Year 2023 Financial Results Amends and Extends Maturity Date of its Credit Facility to Enhance Financial and Operating Flexibility Fiscal Year 2023 Consolidated Revenue Increased 3.2% to $1,543 Million Fiscal Year 2023 Retail Gross Comparable Store Sales Increased 3.2% Fiscal Year 2023 General Merchandise Gross Comparable Stor |
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| July 31, 2023 |
Exhibit 10.11 Execution Version FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of March 8, 2023 (this “Amendment”), is by and among TopLids LendCo, LLC (“TopLids”), in its capacity as administrative agent pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto (which |
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| July 31, 2023 |
EXHIBIT 10.10 EXECUTION VERSION SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 8, 2023 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party heret |
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| July 31, 2023 |
Exhibit 10.14 Execution Version EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 28, 2023 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party her |
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| July 31, 2023 |
Exhibit 10.35 Barnes & Noble Education, Inc. 120 Mountain View Blvd. Basking Ridge, NJ 07920 Maureen Pardadine SVP, Chief HR Officer [email protected] P: 908.991.2603 M: 516.819.0002 CONFIDENTIAL May 3, 2023 Via email only to [email protected] Dear David, This letter confirms that June 2, 2023, is considered your last day of employment. Your involuntary separation is being coded as due to a |
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| July 31, 2023 |
Exhibit 10.15 Execution Version THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of July 28, 2023 (this “Amendment”), is by and among TopLids LendCo, LLC (“TopLids”), in its capacity as administrative agent pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto (which |
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| July 31, 2023 |
Exhibit 10.12 EXECUTION VERSION SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 24, 2023 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party he |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Index to Form 10-K Index to FS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 31, 2023 |
List of subsidiaries of Barnes & Noble Education, Inc. Exhibit 21.1 Subsidiaries of Barnes & Noble Education, Inc. 1.B&N Education, LLC, a Delaware limited liability company 2.Barnes & Noble College Booksellers, LLC, a Delaware limited liability company 3.BNED Digital Holdings, LLC, a Delaware limited liability company 4.BNED LoudCloud, LLC, a Delaware limited liability company 5.BNED MBS Holdings, LLC, a Delaware limited liability company 6.LoudCloud |
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| July 31, 2023 |
Exhibit 10.13 Execution Version SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of May 24, 2023 (this “Amendment”), is by and among TopLids LendCo, LLC (“TopLids”), in its capacity as administrative agent pursuant to the Existing Credit Agreement defined below (in such capacity, the “Administrative Agent”), the Lenders party hereto (whic |
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| July 31, 2023 |
Exhibit 10.33 April 12, 2023 To: Michael Huseby CC: Michael Miller Re: Resignation Priority High Dear Michael, Please use this letter for my resignation from BNED, Inc. I will be departing the company to pursue other opportunities and interests. My last day will be April 28th, 2023. Please note that there are no disagreements between the Company and me on any matter related to the Company's operat |
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| July 28, 2023 |
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 28, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| July 28, 2023 |
EX-99.1 Exhibit 99.1 Barnes & Noble Education Enters Agreement with Key Financial Stakeholders and Strategic Partners to Strengthen Financial Position and Support Growth Initiatives Remains Focused on Strategic Objectives and Supporting the Highest Priority Goals of Institutions and Customers BASKING RIDGE, N.J. – Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the ed |
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| July 14, 2023 |
NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 29, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transiti |
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| May 31, 2023 |
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): May 24, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| May 31, 2023 |
EX-99.1 Exhibit 99.1 Barnes & Noble Education Announces the Sale of Its DSS Segment and Provides Certain Preliminary Fiscal Year 2023 Results - Sale of DSS segment enables BNED to further prioritize the growth opportunities within its Retail business - Expects fiscal 2023 non-GAAP Adjusted EBITDA from continuing operations in the range of $(10) million to $(5) million May 31, 2023, Basking Ridge, |
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| May 1, 2023 |
Exhibit 10.1 CONFIDENTIAL [date] Dear [name], This letter will confirm the Retention Bonus (as defined below) being offered to you and the details regarding the same. Retention Bonus In the event you remain continuously employed by Barnes & Noble Education, Inc. or one of its subsidiaries (collectively, “Company”) through the dates listed in this paragraph, Company shall pay you a total retention |
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| May 1, 2023 |
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): April 25, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| April 13, 2023 |
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): April 12, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commis |
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| March 9, 2023 |
Exhibit 99.1 Barnes & Noble Education Reports Third Quarter Fiscal Year 2023 Financial Results Consolidated Revenue Increased 11.0% to $447.1 Million BNC’s First Day® Complete Revenue Grew 76% Retail Gross Comparable Store Sales Increased 5.9% Consolidated GAAP Net Loss Improved by $11.8 Million and Consolidated Adjusted EBITDA (Non-GAAP) Improved by $19.5 Million March 9, 2023, Basking Ridge, NJ- |
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| March 9, 2023 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 Barnes & Noble Education, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or other jurisdiction of incorporation |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 28, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| March 9, 2023 |
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): March 9, 2023 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| February 14, 2023 |
BNED / Barnes & Noble Education Inc / FANZZLIDS HOLDINGS, LLC - SC 13G/A Passive Investment SC 13G/A 1 d440260dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2023 |
EX-99.1 2 d440260dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the United States Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Barnes & Noble Education, Inc., a corporation in |
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| February 10, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Barnes & Noble Education Inc (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| January 30, 2023 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0. |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BARNES & NOBLE EDUCATION, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777U101 (CUSIP Number) January 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| December 6, 2022 |
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): December 1, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Comm |
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| December 6, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): December 6, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Comm |
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| December 6, 2022 |
Exhibit 10.1 BARNES & NOBLE EDUCATION, INC. 120 Mountainview Boulevard Basking Ridge, New Jersey 07920 December 1, 2022 Mr. David W.B. Nenke [...] Dear Mr. Nenke: This letter (?Resignation Letter?) sets forth the agreement between you and Barnes & Noble Education, Inc. (the ?Company?) regarding your resignation from the Company and its affiliates effective as of December 6, 2022 (the ?Resignation |
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| December 6, 2022 |
Exhibit 99.1 Barnes & Noble Education Reports Second Quarter Fiscal Year 2023 Financial Results BNC’s First Day® Inclusive and Equitable Access Programs Revenue Grew 49% in the Second Quarter as Consolidated Revenue Declines 1.6% First Day® Complete Revenue Grew 97% in the Second Quarter; First Day Complete Model Adopted by 111 Campus Stores for the Fall 2022 Term, Representing Undergraduate Stude |
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| September 22, 2022 |
Submission of Matters to a Vote of Security Holders 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): September 22, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Co |
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| August 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1- |
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| August 31, 2022 |
Exhibit 99.1 Barnes & Noble Education Reports First Quarter Fiscal Year 2023 Financial Results Consolidated GAAP Net Loss of $52.7 million Retail Segment Gross Comparable Store Sales Increased 15.0% General Merchandise Gross Comparable Store Sales Increased 34.0% First Day? Complete Adopted by 111 Campus Stores for the Fall 2022 Term, Representing Undergraduate Student Enrollment of Over 545,000, |
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| August 31, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 31, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commi |
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| August 11, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi |
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| July 18, 2022 |
Exhibit 10.1 July 14, 2022 Dear [?], This letter will confirm the Retention Bonus being offered to you and the details regarding the same. In the event you remain continuously employed by Barnes & Noble College Booksellers, LLC or another subsidiary of Barnes & Noble Education, Inc. (?Company?) through June 1, 2023, Company shall pay you a total retention bonus of $[?] (?Retention Bonus?), less ap |
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| July 18, 2022 |
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 14, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| July 18, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Barnes & Noble Education Updates Board of Directors Three New Independent Directors Appointed as Part of Ongoing Board of Directors Refreshment Effort Rory Wallace Appointed as Part of Renewed Cooperation Agreement with Outerbridge BASKING RIDGE, N.J., July 18, 2022 ?Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education indus |
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| June 29, 2022 |
Exhibit 99.1 Barnes & Noble Education Reports Fourth Quarter and Fiscal Year 2022 Financial Results FY22 Consolidated GAAP Net Loss Improved by $71 million FY22 Non-GAAP Adjusted EBITDA Improved by $61 million BNC’s First Day® Complete and First Day® Inclusive Access Offerings Fiscal 2022 Revenue Grew 91% FY22 Retail Segment Gross Comparable Store Sales Increased 20% FY22 General Merchandise Gross |
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| June 29, 2022 |
List of subsidiaries of Barnes & Noble Education, Inc. Exhibit 21.1 Subsidiaries of Barnes & Noble Education, Inc. 1.B&N Education, LLC, a Delaware limited liability company 2.Barnes & Noble College Booksellers, LLC, a Delaware limited liability company 3.BNED Digital Holdings, LLC, a Delaware limited liability company 4.BNED LoudCloud, LLC, a Delaware limited liability company 5.BNED MBS Holdings, LLC, a Delaware limited liability company 6.Cram LLC, |
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| June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Index to Form 10-K Index to FS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 29, 2022 |
Exhibit 10.7 EXECUTION COPY LIMITED WAIVER AGREEMENT This LIMITED WAIVER AGREEMENT, dated as of June 28, 2022 (this ?Waiver Agreement?), is by and among TOPLIDS LENDCO, LLC, in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the ?Administrative Agent?), the lenders (collectively, the ?Consenting Lenders?) |
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| June 29, 2022 |
Employment Letter, dated February 19, 2021, between BNED Digital Holdings, LLC and David Nenke. Exhibit 10.31 February 19, 2021 David Nenke Dear David, Congratulations! It is my pleasure to confirm our offer of employment with BNED Digital Holdings, LLC, a subsidiary of Barnes & Noble Education, Inc. (?BNED or Company?). The following represents the key elements of our offer: Start Date: March 8, 2021 Job Title: President, DSS Reports to: Michael Huseby ? Chairman & CEO Salary: $550,000 annu |
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| June 29, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): June 29, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| June 29, 2022 |
Exhibit 10.9 EXECUTION VERSION LIMITED WAIVER AGREEMENT This LIMITED WAIVER AGREEMENT, dated as of June 28, 2022 (this ?Waiver Agreement?), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the ?Administrative Agent?), the lenders (collectively, the ?Consenting Lende |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 Barnes & Noble Education, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06777U101 (CUSIP Number) Outerbr |
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| June 27, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): June 25, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| June 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Barnes & Noble Education Renews Cooperation Agreement with Outerbridge Rory Wallace to be Nominated for Election to the Board at the 2022 Annual Meeting Company Separates Chairman and CEO Roles June 27, 2022, Basking Ridge, NJ ? Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today announced that it has renewe |
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| June 27, 2022 |
Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?) is made and entered into as of June 25, 2022 by and among Barnes & Noble Education, Inc. (the ?Company?) and the entities and natural person set forth in the signature pages hereto (collectively, ?Outerbridge?) (each of the Company and Outerbridge, a ?Party? to this Agreement, and collectively, the ?Parties?). RECITAL |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 Barnes & Noble Education, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37499 46-0599018 (State or other jurisdiction of incorporation |
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| June 24, 2022 |
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): June 18, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| June 24, 2022 |
Exhibit 10.1 BARNES & NOBLE EDUCATION, INC. 120 Mountainview Boulevard Basking Ridge, New Jersey 07920 June 23, 2022 Mr. Michael P. Huseby Barnes & Noble Education, Inc. 990 Stewart Avenue, Suite 520 Garden City, NY 11530 Dear Michael: This amendment (the ?Amendment?) amends the employment agreement between you and Barnes & Noble Education, Inc. (the ?Company?) dated July 19, 2017, as amended effe |
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| June 10, 2022 |
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): June 7, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commissi |
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| June 10, 2022 |
Exhibit 10.2 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 7, 2022 (this ?Amendment?), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the ?Administrative Agent?), the lenders (collectively, the ?Co |
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| June 10, 2022 |
Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT Dated as of June 7, 2022 among BARNES & NOBLE EDUCATION, INC., as the Borrower, The Guarantors From Time to Time Party Hereto, TOPLIDS LENDCO, LLC, as Administrative Agent and Collateral Agent, and The Lenders From Time to Time Party Hereto, ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIG |
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| May 12, 2022 |
BNED / Barnes & Noble Education Inc / TISCH DANIEL R - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) May 9, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| March 8, 2022 |
Exhibit 99.1 Barnes & Noble Education Reports Third Quarter Fiscal Year 2022 Financial Results Consolidated GAAP Net Loss Improved by $11.5 Million and Consolidated Adjusted EBITDA (Non-GAAP) Improved by $7.7 Million BNC?s First Day? Complete and First Day? Inclusive Access Offerings Revenue Grew 64% Retail Gross Comparable Store Sales Increased 8.4% General Merchandise Retail Gross Comparable Sto |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| March 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 8, 2022 BARNES & NOBLE EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 1-37499 46-0599018 (State or other jurisdiction of incorporation) (Commiss |
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| March 8, 2022 |
Exhibit 10.1 Execution Version FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT This FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of March 7, 2022 (this ?Amendment?), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the ?Administrative Agent?), the lende |
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| February 14, 2022 |
BNED / Barnes & Noble Education Inc / FANZZLIDS HOLDINGS, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 14, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the United States Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Barnes & Noble Education, Inc., a corporation incorporated under the laws of Delawar |
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| February 8, 2022 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Barnes & Noble Education Inc (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| January 31, 2022 |
CORRESP 1 filename1.htm January 31, 2022 VIA EDGAR CORRESPONDENCE Mr. Robert Shapiro Ms. Theresa Brillant Office of Trade & Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Barnes & Noble Education, Inc. Form 10-K for the Fiscal Year Ended May 1, 2021 Filed June 30, 2021 Form 10-Q for the Interim Period Ended Oc |
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| January 12, 2022 |
BNED / Barnes & Noble Education Inc / TISCH DANIEL R - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Barnes & Noble Education, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06777U101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| January 11, 2022 |
CORRESP 1 filename1.htm January 11, 2022 Via Edgar Filing as correspondence Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: Barnes & Noble Education, Inc. (“we” or the “Company”) Form 10-K for the Fiscal Year Ended May 1, 2021 Filed June 30, 2021 Form 10-Q for the Quarterly Period Ended October 31, 2021 Filed November 30, 2021 File No. 001-37499 Dear Mr. |
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| November 30, 2021 |
Exhibit 99.1 Barnes & Noble Education Reports Second Quarter Fiscal Year 2022 Financial Results Consolidated Second Quarter GAAP Sales Increase 5.3% to $627.0 million Consolidated Second Quarter GAAP Net Income Improved $15 Million to $22.5 Million BNC?s First Day? Complete and First Day? Inclusive Access Offerings Revenue Grew 80% Retail Segment Gross Comparable Store Sales (non-GAAP) Increase 13 |
