Welcome to our dedicated page for Barnes & Noble Ed SEC filings (Ticker: BNED), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Barnes & Noble Education files periodic reports with the Securities and Exchange Commission as a publicly traded company, providing disclosure about its financial condition, operations, and corporate governance. These filings offer detailed information about the company's business segments, revenue sources, expenses, assets, liabilities, and cash flows.
Annual reports on Form 10-K provide the most detailed overview of the company's business, including descriptions of campus bookstore operations, digital platform services, institutional solutions, and competitive positioning. These reports detail risks facing the business such as shifts in course material formats, contract renewals with educational institutions, competition, technology requirements, and macroeconomic factors affecting higher education enrollment.
Quarterly reports on Form 10-Q track the company's financial performance throughout the year, with particular attention to seasonal patterns in the business. The campus bookstore sector experiences significant seasonality tied to academic calendars, with peak activity during back-to-school periods and lower activity during summer months. These filings reveal how quarterly results compare to prior periods and management's assessment of operational trends.
Current reports on Form 8-K disclose material events between periodic reports, including significant contracts won or lost, changes in institutional partnerships, acquisitions or divestitures, financing transactions, leadership changes, and other developments that could affect investment decisions. These timely disclosures provide transparency about important developments as they occur.
Proxy statements filed on Schedule DEF 14A provide information about corporate governance, board composition, executive compensation, and matters submitted for shareholder votes. These filings detail how the company is managed, how executives are incentivized, and what strategic decisions require shareholder approval.
Investors and analysts use these SEC filings to understand the company's financial health, evaluate management's strategy for adapting to industry changes, assess competitive positioning, and monitor compliance with debt covenants and other obligations. The filings provide standardized financial data that enables comparison with competitors and tracking of performance trends over time.
Barnes & Noble Education, Inc. reported that it has released its financial results for the fiscal fourth quarter and full year ended May 3, 2025. The company disclosed these results through a press release dated December 23, 2025, and accompanying financial statements with non-GAAP reconciliation tables.
The report explains that these earnings materials are furnished, not filed, which means they are not subject to certain liability provisions under securities laws unless specifically incorporated into other documents. Investors looking for detailed revenue, profit, and cash flow figures would need to review the attached press release and financial tables referenced in the exhibits.
Barnes & Noble Education, Inc. (BNED) uses this annual report to disclose a major restatement, internal control weaknesses, and a strategic balance-sheet overhaul. An investigation found a former payment processing employee made unsupported manual journal entries that improperly reduced cost of sales in fiscal 2024 and fiscal 2025, and management determined multiple prior-period financial statements should no longer be relied upon. BNED is restating several years and quarters to correct digital sales cost errors, lease accounting for minimum commission guarantees, and rental inventory write-offs, and concluded that disclosure controls and internal control over financial reporting were not effective as of April 27, 2024 and May 3, 2025.
Operationally, BNED highlights strong growth in its BNC First Day® affordable access programs, where total revenue rose 25.3% to $593.8 million, led by a 29% increase in First Day Complete sales. The company completed June 2024 financing transactions, including $95 million of new equity capital, conversion of about $34 million of term loan debt into common stock, and a new $325 million credit facility maturing in 2028, and later raised an additional $80 million in gross proceeds through two at-the-market equity programs.
Barnes & Noble Education filed a notice that it will not be able to submit its Quarterly Report on Form 10-Q for the quarter ended November 1, 2025 on time without unreasonable effort or expense. The delay is tied to an ongoing Restatement of its financial statements for the first three quarters of fiscal 2024, the full fiscal 2024 year, and the first three quarters of fiscal 2025, which were previously determined by the Board not to be reliable.
The company plans to correct these periods in its Annual Report on Form 10-K for the year ended May 3, 2025, after the Audit Committee’s review and work with its independent registered public accounting firms are completed. It intends to file the delayed November 1, 2025 Form 10-Q as soon as practicable after filing the Restatement, the fiscal 2025 Form 10-K, and the Form 10-Q for the quarter ended August 2, 2025.
Barnes & Noble Education filed an 8-K reporting that its Board has concluded several prior quarterly and annual financial statements should no longer be relied upon and will be restated in its fiscal 2025 Form 10-K. In addition to previously disclosed issues around cost of digital sales, the company identified errors in how it accounted for minimum annual commission guarantees and the timing of commission expense under store operating agreements.
The company expects lease-related corrections to reduce gross profit by $3.1 million for fiscal 2024 and $4.8 million for fiscal 2025, with period-by-period increases and decreases, and to record a cumulative $23.1 million adjustment to retained earnings in the fiscal 2024 opening balance sheet. Management states these lease adjustments change only the timing of expense recognition, without affecting total expense over contract terms, overall profitability, or fiscal 2025 year-end cash and total debt. The Audit Committee’s investigation of digital sales accounting and related controls is complete, and the company has released preliminary, unaudited FY25 and six-month results in a separate press release.
Barnes & Noble Education (BNED): Schedule 13G ownership filing. Springhouse Capital (U.S.), L.P., Springhouse Capital Management, L.P., Springhouse Asset Management LLC, Springhouse Capital Management G.P., LLC, and Brian Gaines reported beneficial ownership in BNED common stock.
The Springhouse entities each reported 1,729,587 shares, representing 5.08% of the class, with shared voting and dispositive power over those shares. Brian Gaines reported an aggregate 1,901,907 shares (including 172,320 shares over which he has sole voting and dispositive power), representing 5.58% of the class. The filing identifies the date of event as 09/30/2025 and certifies the holdings were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.
Barnes & Noble Education, Inc. disclosed that its Audit Committee is conducting an internal investigation related to the recording of cost of digital sales, and the Board has concluded that previously issued financial statements for multiple 2024 and 2025 periods should no longer be relied upon. The company expects to restate those financial statements in its upcoming Annual Report for the year ended May 3, 2025, although the final scope and magnitude of the Restatement remain subject to the ongoing review. The company estimates the investigation will not affect total sales for Q1 fiscal 2026, which it estimates at $288.6 million (an increase of $25.1 million, or 9.5% year-over-year), nor its BNC First Day revenue of $114.3 million (an increase of $33.0 million, or 40.5%). It expects first-quarter net debt of $162.7 million, down $51.0 million from the prior-year quarter, and anticipates compliance with its credit agreement covenants. The company also stated it cannot file its Quarterly Report for the period ended August 2, 2025 by the prescribed due date due to the ongoing work and will file as soon as practicable.
Barnes & Noble Education, Inc. submitted a Form 12b-25 notifying the SEC of a late filing for its Annual Report for the year ended May 3, 2025, and indicating it expects a significant change in results of operations compared with the prior year. The filing incorporates by reference narrative statements about first-quarter fiscal 2026 results and discloses an ongoing internal investigation that may affect timing, amounts and outcomes. The company warns of risks that the investigation, accounting review, or auditor conclusions could delay completion or prevent filing within the 5-calendar-day extension.
Barnes & Noble Education identified errors in prior-period revenue and cost of sales that the Board, on the Audit Committee's recommendation, concluded make certain previously issued financial statements unreliable. The company expects to restate multiple fiscal periods, with specific cost-of-sales adjustments including decreases of $2.5M and $0.7M in selected quarters and increases of $5.7M, $13.1M, $12.4M and $10.5M in other periods. The company also identified $3.5M of sales that did not meet revenue recognition criteria, reducing reported sales and accounts receivable by $3.5M in one quarter. The issues tied to actions by a payment processing employee and led the company to expect to report material weaknesses in internal control.
On August 4, 2025, Barnes & Noble Education, Inc. received a notice of noncompliance from the New York Stock Exchange citing failure to comply with Section 802.01E because it delayed filing its Annual Report for the fiscal year ended May 3, 2025. The NYSE informed the Company that it has until six months from August 1, 2025 to regain compliance by filing the Annual Report with the SEC, and that the NYSE may, in its discretion, grant an additional up to six-month extension or commence delisting proceedings if it deems the circumstances warrant.
The Company previously filed a Form 12b-25 on July 18, 2025, stating an audit committee internal investigation rendered management unable to complete the financial reporting process. The NYSE Notice has no immediate effect on the listing of the Company’s common stock. The Company is working to complete the necessary work and currently anticipates filing the Annual Report within the NYSE cure period.
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