Barnes & Noble Education (NYSE: BNED) returns to profit, lifts EBITDA, trims debt and starts dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Barnes & Noble Education released preliminary, unaudited results showing a sharp turnaround for fiscal 2026, with revenue expected between $1.710 billion and $1.720 billion and net income between $15 million and $18 million, compared with a $(65.8) million loss a year earlier. Adjusted EBITDA is projected at $75 million to $77 million, up from $59.4 million, driven largely by 27%–28% growth in BNC First Day® program revenue to $754 million–$760 million. Total debt is expected to fall to $71 million from $103.1 million, and the Board has declared its first regular quarterly dividend of $0.08 per share, payable July 30, 2026. For fiscal 2027, the company targets Adjusted EBITDA of $85 million to $92 million while continuing to reduce debt.
Positive
- Return to profitability and strong EBITDA growth: Fiscal 2026 net income is expected at $15–$18 million versus a $(65.8) million loss in fiscal 2025, with Adjusted EBITDA rising to $75–$77 million from $59.4 million, an increase of approximately 26%–30%.
- Meaningful deleveraging and shareholder return: Total debt is projected at $71 million for fiscal 2026, down from $103.1 million in fiscal 2025 and $225 million in fiscal 2022, alongside initiation of a regular $0.08 per-share quarterly dividend.
Negative
- None.
Insights
BNED returns to profitability, grows EBITDA, cuts debt, and initiates a dividend.
Barnes & Noble Education expects fiscal 2026 revenue of $1.710–$1.720 billion, powered by strong BNC First Day® growth. Net income is projected at $15–$18 million, reversing a prior-year loss of $(65.8) million, while Adjusted EBITDA rises to $75–$77 million from $59.4 million.
Balance sheet metrics also improve, with total debt expected at $71 million versus $103.1 million in fiscal 2025 and $225 million in fiscal 2022. This deleveraging supports the Board’s new quarterly dividend of $0.08 per share, starting with a July 30, 2026 payment.
Looking to fiscal 2027, management targets Adjusted EBITDA of $85–$92 million, implying roughly ~16% growth at the midpoint over fiscal 2026 guidance. Execution will depend on sustained First Day® adoption, disciplined SG&A, and maintaining credit agreement compliance as outlined in the risk disclosures.
8-K Event Classification
4 items: 2.02, 7.01, 8.01, 9.01
4 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
FY26 revenue: $1.710–$1.720 billion
FY26 net income: $15–$18 million
FY26 Adjusted EBITDA: $75–$77 million
+5 more
8 metrics
FY26 revenue
$1.710–$1.720 billion
Preliminary full-year fiscal 2026 revenue; up $100–$110 million or 6.2%–6.8% year-over-year
FY26 net income
$15–$18 million
Preliminary fiscal 2026 net income vs. $(65.8) million net loss in fiscal 2025
FY26 Adjusted EBITDA
$75–$77 million
Preliminary fiscal 2026 Adjusted EBITDA vs. $59.4 million in fiscal 2025 (approximately 26%–30% increase)
FY26 First Day® revenue
$754–$760 million
BNC First Day® programs revenue; increase of $160.3–$166.3 million or 27%–28% year-over-year
Total debt FY26
$71 million
Total debt at fiscal 2026 year-end vs. $103.1 million in fiscal 2025 and $225 million in fiscal 2022
Net debt FY26
$62.6 million
Total debt of $71.0 million minus $8.4 million of cash on hand at fiscal 2026 year-end
FY27 Adjusted EBITDA target
$85–$92 million
Management’s fiscal 2027 Adjusted EBITDA framework; targeted growth over FY26 preliminary range
Quarterly dividend
$0.08 per share
First regular quarterly cash dividend; payable July 30, 2026 to stockholders of record on July 16, 2026
Key Terms
Adjusted EBITDA, First Day® Complete, universal proxy rules, equitable and inclusive access, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA for fiscal 2026 is expected to be in the range of $75.0 to $77.0 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
First Day® Complete financial
"First Day® Complete continues to see strong growth in institutional adoption"
universal proxy rules regulatory
"In addition, to comply with the universal proxy rules, stockholders who have properly and timely submitted a nomination"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
equitable and inclusive access financial
"slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models"
zero-based budgeting financial
"using zero-based budgeting Disciplined expense management"
capital-light digital economics financial
"Shifts business toward capital-light digital economics"
Earnings Snapshot
Revenue: $1.710–$1.720 billion · Guidance included
fiscal year 2026
Revenue
$1.710–$1.720 billion
+6.2% to +6.8% year-over-year
Net income
$15–$18 million
from $(65.8) million net loss in prior year
Adjusted EBITDA
$75–$77 million
up from $59.4 million in fiscal 2025 (approximately 26%–30%)
First Day® revenue
$754–$760 million
+27% to +28% year-over-year
Total debt
$71 million
down from $103.1 million at May 3, 2025
Guidance
For fiscal 2027, the company targets Adjusted EBITDA of $85–$92 million, expects continued revenue growth, about $20 million in capital expenditures, and plans further debt and interest expense reductions.
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 24, 2026
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 2.02 Results of Operations and Financial Condition.
On June 24, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary, unaudited financial results for the fiscal year ended May 2, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
As previously announced, the Company will host a virtual Investor Day on Thursday, June 25, 2026, broadcast live from the New York Stock Exchange. The live webcast will begin at 10:00 a.m. Eastern Time and is expected to conclude at 12:00 p.m. Eastern Time. During the event, the Company's leadership team will present an overview of the Company’s strategy, key growth drivers, and financial outlook, including the Company’s focus on improving affordability and outcomes for students, expanding its First Day® programs, and enhancing its omnichannel campus retail model to better serve institutional partners and customers. Investors may register to participate in the webcast at https://bnedinvestor.netlify.app/. A copy of the presentation materials that will be used at the Investor Day is attached hereto as Exhibit 99.2.
The information set forth under Items 2.02 and 7.01 of this Current Report on Form 8-K (this “Form 8-K”), including the Exhibits under Item 9.01 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Declaration of Dividend
On March 10, 2026, the Company announced that, beginning in the first quarter of fiscal 2027, the Company intends to declare a regular quarterly dividend of $0.08 per share. On June 24, 2026, the Board of Directors of the Company (the “Board”) approved its first quarterly dividend in the amount of $0.08 per share, payable, subject to any prior revocation, on July 30, 2026 to stockholders of record on July 16, 2026. The declaration of any future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time and ensures compliance with any applicable restrictions, including those set forth in its credit agreement with its lenders.
2026 Annual Meeting of Stockholders
The Board has established Thursday, September 24, 2026, as the date of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), to be held at 10:00 a.m., Eastern Time. As the date of the 2026 Annual Meeting has advanced by more than 30 days from the anniversary date of the Company’s 2025 annual meeting of stockholders, held on March 10, 2026 (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) under the Exchange Act, the Company is informing its stockholders of such change. The Board has fixed the close of business on Thursday, July 30, 2026 as the record date for determining the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournment or postponement thereof. The time, location and format of the 2026 Annual Meeting will be as set forth in the Company’s proxy statement for the 2026 Annual Meeting (the “Proxy Statement”).
The deadlines for submitting stockholder proposals under Rule 14a-8 under the Exchange Act (“Rule 14a-8”), as well as the deadlines for submitting director nominations or other proposals outside of Rule 14a-8, pursuant to Rule 14a-19 of the Exchange Act and the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), as set forth in the Company’s proxy statement for the 2025 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2026, no longer apply.
To be included in the proxy materials for the 2026 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8 must be received in writing at the following address, Barnes & Noble Education, Inc., Attention: Corporate Secretary, 180 Park Avenue, Suite 301, Florham Park, New Jersey 07932, no later than July 4, 2026, which the Company has determined to be a reasonable time before it expects to begin printing and distributing its proxy materials for the 2026 Annual Meeting.
In accordance with the Bylaws, if an eligible stockholder wishes to make a nomination for director, or wishes to introduce any business at the 2026 Annual Meeting, such stockholder must give the Company advance notice in accordance with the Company’s Bylaws. To be timely, the Company must receive such notice for its 2026 Annual Meeting at the address set forth above no later than July 4, 2026.
In addition, to comply with the universal proxy rules, stockholders who have properly and timely submitted a nomination for a director or directors and intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2026 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than July 27, 2026.
All proposals, nominations, and/or notices must be delivered to the Company in compliance with all applicable SEC rules and regulations and the Bylaws.
Cautionary Note Regarding Forward-Looking Statements:
This Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “forecasts,” “projections,” “continue to,” “committed to,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, and such statements include but are not limited to those related to the expected financial results that we expect to report upon completion of our audit procedures, the implementation of our dividend program, our capital structure, positioning, strategic and operational objectives, broader market trends, anticipated growth in our BNC First Day® program, expected trends in financial results, including those related to seasonality, as well as forward-looking continued top line growth, anticipated gross profit dollar increases, continued expense discipline, Adjusted EBITDA, interest costs, capital expenditures and long-term projected growth in Adjusted EBITDA. We caution you not to place undue reliance on these forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, but not limited to: the impact of the completion of our financial close process and related audits by our independent registered public accounting firm; the amount of our indebtedness and ability to comply with covenants contained in our credit agreement; our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner; slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models; our dependency on strategic service provider relationships and the potential for adverse operational and financial changes to these strategic service provider relationships; non-renewal of our managed bookstore, physical and/or online store contracts; general competitive conditions; a decline in college enrollment or decreased funding available for students; technological changes, including the adoption of artificial intelligence technologies for educational content; disruptions to our information technology systems, infrastructure, data, supplier systems, and customer ordering and payment systems due to computer malware, viruses, hacking and phishing attacks; disruption of or interference with third party service providers and our own proprietary technology; and changes in applicable domestic and international laws, rules or regulations or changes in enforcement practices, including, without limitation, U.S. tax reform, changes in tax rates, tariffs, import and export control laws and regulations, changes to consumer data privacy rights legislation, as well as related guidance. Moreover, we operate in a very competitive and rapidly changing environment and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In addition, the declaration of any future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time and ensures compliance with any applicable restrictions, including those set forth in our credit agreement with our lenders.
For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s Annual Report on Form 10-K for the year ended May 3, 2025, filed with the SEC on December 23, 2025 and the Company’s Annual Report on Form 10-K for the year ended May 2, 2026, when filed. Any forward-looking statements made by us in this Form 8-K speak only as of the date of this Form 8-K, and we do not intend to update these forward-looking statements after the date of this Form 8-K, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release of Barnes & Noble Education, Inc., dated June 24, 2026. | |||||||
| 99.2 | Investor Presentation, dated June 25, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: June 24, 2026
BARNES & NOBLE EDUCATION, INC.
By: /s/ Christopher Neumann
Name: Christopher Neumann
Title: General Counsel & Corporate Secretary
Barnes & Noble Education Announces Preliminary Full-Year Fiscal 2026 Unaudited Financial Results
Fiscal 2026 Net Income Expected Between $15 Million and $18 Million
Adjusted EBITDA Expected between $75 Million and $77 Million, an increase of 26% to 30%
First Day Program Revenues Estimated to Increase 27% to 28%
Board of Directors Declares Quarterly Dividend of $0.08 per Common Share
Florham Park, NJ, June 24, 2026 - Barnes & Noble Education, Inc. (NYSE: BNED), (“Barnes & Noble Education,” “BNED,” “the Company,” “we,” “us,” “our”), a leading solutions provider for the education industry, is providing preliminary, unaudited financial results for the fiscal year ended May 2, 2026. BNED’s fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. Fiscal 2026 includes 52 weeks vs. 53 weeks for fiscal 2025.
“Our preliminary fiscal 2026 results reflect strong execution across the business and the continued success of our BNC First Day® offerings,” said Jonathan Shar, Chief Executive Officer. “We expect to deliver significant year-over-year growth in Adjusted EBITDA and post solid net income profitability. Our balance sheet is also expected to show continued improvement through further meaningful debt reduction. These results are driven by continued growth in First Day, improved comparable store performance, disciplined expense management, and strong sales contributions from new store partnerships secured through recent business wins.”
FY2026 Preliminary Financial Results (unaudited)
Full-year preliminary revenue in fiscal 2026 is expected to be in the range of $1.710 to $1.720 billion, an increase of $100.0 to $110.0 million, or 6.2% to 6.8%, over the prior year.
Revenues from BNC First Day® programs are expected to increase by $160.3 to $166.3 million, or 27.0% to 28.0%, year-over-year, as First Day® Complete continues to see strong growth in institutional adoption.
Full-year fiscal 2026 net income is expected to be in the range of $15.0 to $18.0 million, compared to a net loss of $(65.8) million in the prior year. The improvement reflects strong operating performance and growth in BNC First Day® programs, as well as the absence of the $55.2 million loss on the extinguishment of debt recorded in fiscal 2025.
Adjusted EBITDA for fiscal 2026 is expected to be in the range of $75.0 to $77.0 million, compared to $59.4 million for fiscal 2025, representing an increase of approximately 26% to 30%.
Total debt at year-end is expected to be $71.0 million compared to $103.1 million on May 3, 2025. After subtracting $8.4 million of cash on hand, total net debt is expected to be $62.6 million, representing a $31.4 million, or approximately 33% year-over-year decrease.
The tables below reflect the reconciliation of Adjusted EBITDA to the most comparable GAAP financial metric, Net income (loss):
| 52 weeks ended | 53 weeks ended | ||||||||||
| ($ in thousands) | May 2, 2026 | May 3, 2025 | |||||||||
| (unaudited) | (unaudited) | ||||||||||
| Net income (loss) | $15,000 - $18,000 | $ | (65,825) | ||||||||
| Add: | |||||||||||
| Depreciation and amortization expense | 32,000 - 33,500 | 37,939 | |||||||||
| Impairment expense | 11,000 - 13,000 | 1,713 | |||||||||
| Interest expense, net | 15,500 - 16,000 | 22,260 | |||||||||
| Income tax expense | 3,500 - 4,500 | 4,256 | |||||||||
| Loss on extinguishment of debt | — | 55,233 | |||||||||
| Other income | (7,500) - (14,500) | (1,572) | |||||||||
| Stock-based compensation expense (non-cash) | 5,500 - 6,500 | 5,386 | |||||||||
| Adjusted EBITDA | $75,000 - $77,000 | $ | 59,390 | ||||||||
| Cash interest | $12,500 - $13,000 | ||||||||||
__________
Outlook
Looking ahead to fiscal 2027, Barnes & Noble Education expects continued growth in revenues and is focused on driving operating leverage with disciplined expense management. The Company is targeting Adjusted EBITDA in the range of $85 to $92 million and further significant improvements in net income profitability. The Company also sees opportunities to drive better capital efficiency, which should contribute to additional reductions in debt and interest expense. The Company anticipates approximately $20 million in capital expenditures and should be a normal cash taxpayer.
Investor Day
The Company will host its Investor Day on June 25, 2026. The live webcast will begin at 10:00 a.m. Eastern Time and is expected to conclude at approximately 12:00 p.m. Eastern Time. Investors may register to participate in the webcast here: https://bnedinvestor.netlify.app/
Dividend Program
Today the Company commenced its previously announced quarterly dividend program, with the Board declaring a first quarter cash dividend of $0.08 per common share payable to shareholders of record as of July 16, 2026. The dividend will be payable July 30, 2026.
Use of Non-GAAP Financial Information—Adjusted EBITDA
To supplement the Company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses the financial measure of Adjusted EBITDA, which is a non-GAAP financial measure under Securities and Exchange Commission (the “SEC”) regulations. We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense, net (3) income taxes, and (4) as adjusted for additional items that are subtracted from or added to net income (loss).
Adjusted EBITDA has been reconciled to the most comparable financial measures presented in accordance with GAAP, consolidated net income (loss). All of the items included in the reconciliation are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.
Adjusted EBITDA is not intended as a substitute for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company’s use of Adjusted EBITDA may be different from similarly named measures used by other companies, limiting its usefulness for comparison purposes.
We review Adjusted EBITDA as an internal measure to evaluate our performance at a consolidated level to manage our operations. We believe that this measure is a useful performance measure which is used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that Adjusted EBITDA provides for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as it excludes certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance.
The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Form 10-K for the fiscal year-ended May 2, 2026, when filed with the SEC. We do not provide a reconciliation of forward-looking non-GAAP financial metrics, because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding GAAP metric.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading solutions provider for the education industry, driving affordability, access and achievement at hundreds of academic institutions nationwide and ensuring millions of students are equipped for success in the classroom and beyond. Through its family of brands, BNED offers campus retail services and academic solutions, wholesale capabilities and more. BNED is a company serving all who work to elevate their lives through education, supporting students, faculty and institutions as they make tomorrow a better and smarter world. For more information, visit www.bned.com.
Media & Investor Contact:
Rob Fink
FNK IR
BNED@fnkir.com
646-809-4048
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “forecasts,” “projections,” “continue to,” “committed to,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, and such statements include but are not limited to those related to the expected financial results that we expect to report upon completion of our audit procedures, the implementation of our dividend program, our capital structure, positioning, strategic and operational objectives, broader market trends, anticipated growth in our BNC First Day® program, expected trends in financial results, including those related to seasonality, as well as forward-looking continued top line growth, anticipated gross profit dollar increases, continued expense discipline, Adjusted EBITDA, interest costs, capital expenditures and long-term projected growth in Adjusted EBITDA. We caution you not to place undue reliance on these forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, but not limited to: the impact of the completion of our financial close process and related audits by our independent registered public accounting firm; the amount of our indebtedness and ability to comply with covenants contained in our credit agreement; our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner; slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models; our dependency on strategic service provider relationships and the potential for adverse operational and financial changes to these strategic service provider relationships; non-renewal of our managed bookstore, physical and/or online store contracts; general competitive conditions; a decline in college enrollment or decreased funding available for students; technological changes, including the adoption of artificial intelligence technologies for educational content; disruptions to our information technology systems, infrastructure, data, supplier systems, and customer ordering and payment systems due to computer malware, viruses, hacking and phishing attacks; disruption of or interference with third party service providers and our own proprietary technology; and changes in applicable domestic and international laws, rules or regulations or changes in enforcement practices, including, without limitation, U.S. tax reform, changes in tax rates, tariffs, import and export control laws and regulations, changes to
consumer data privacy rights legislation, as well as related guidance. Moreover, we operate in a very competitive and rapidly changing environment and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In addition, the declaration of any future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time and ensures compliance with any applicable restrictions, including those set forth in our credit agreement with our lenders.
For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s Annual Report on Form 10-K for the year ended May 3, 2025, as filed with the SEC on December 23, 2025 and the Company’s Annual Report on Form 10-K for the year ended May 2, 2026, when filed. Any forward-looking statements made by us in this press release speak only as of the date of this press release, and we do not intend to update these forward-looking statements after the date of this press release, except as required by law.
June 25, 2026 | 10AM–12PM ET | New York Stock Exchange Barnes & Noble Education, Inc. (NYSE: BNED)
Safe Harbor This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this presentation, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “forecasts,” “projections,” “continue to,” “committed to,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements, and such statements include but are not limited to those related to our positioning, strategic and operational objectives, broader market trends, anticipated growth in our BNC First Day program, expected trends in financial results, including those related to seasonality, as well as forward-looking continued top line growth, anticipated gross profit dollar increases, continued expense discipline, Adjusted EBITDA, interest costs, capital expenditures and long-term projected growth in Adjusted EBITDA. We caution you not to place undue reliance on these forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including, but not limited to: the amount of our indebtedness and ability to comply with covenants contained in our credit agreement; our ability to maintain adequate liquidity levels to support ongoing inventory purchases and related vendor payments in a timely manner; slower than anticipated pace of adoption of our BNC First Day® equitable and inclusive access course material models; our dependency on strategic service provider relationships and the potential for adverse operational and financial changes to these relationships; non-renewal of our managed bookstore, physical and/or online store contracts; general competitive conditions; a decline in college enrollment or decreased funding available for students; technological changes, including the adoption of artificial intelligence technologies for educational content; disruptions to our information technology systems, infrastructure, data, supplier systems, and customer ordering and payment systems due to computer malware, viruses, hacking and phishing attacks; disruption of or interference with third party service providers and our own proprietary technology; and changes in applicable domestic and international laws, rules or regulations or changes in enforcement practices, including, without limitation, U.S. tax reform, changes in tax rates, tariffs, import and export control laws and regulations, changes to consumer data privacy rights legislation, as well as related guidance. Moreover, we operate in a very competitive and rapidly changing environment and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward- looking statements we may make. In addition, the declaration of any future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw any quarterly dividend in future periods as it reviews our capital allocation strategy from time-to- time and ensures compliance with any applicable restrictions, including those set forth in our credit agreement with our lenders. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s Annual Report on Form 10-K for the year ended May 3, 2025, filed with the SEC on December 23, 2025. Any forward-looking statements made by us in this presentation speak only as of the date of this presentation, and we do not intend to update these forward-looking statements after the date of this presentation, except as required by law.
WELCOME ABOUT US
WELCOME Executive leadership team: Experience and expertise across education, retail and digital transformation. Jonathan Shar Chief Executive Officer Brian Stark Chief Operating Officer, Stores Jason Snagusky Chief Financial Officer Celeste Risimini-Johnson Chief Merchandising & Operations Officer Chris Sackett Chief Academic Solutions Officer Agenda Welcome1 About us2 Higher education landscape3 BNED value proposition4 Growth opportunities5 Digital distribution & AI6 Financial overview7 Capital allocation8
A proven leader in supporting education for over 60 years ABOUT US 1965 BNED’s roots date back to when Leonard Riggio founded the Student Book Exchange in NYC
A proven leader in supporting education for over 60 years ABOUT US Over the decades, B&N expands into on-campus bookstores with deep institutional partnerships
A proven leader in supporting education for over 60 years ABOUT US 2015 Becomes an independent public company (NYSE: BNED)
Today, BNED is a leading solutions provider for higher education ABOUT US We drive affordability, access, and student success across hundreds of institutions, supporting millions of students nationwide.
Today, BNED is a leading solutions provider for higher education ABOUT US Scaled platform • 647 physical stores* • 469 virtual stores* • Nearly 6M enrolled students served • Presence in all 50 states *As of May 2, 2026
Today, BNED is a leading solutions provider for higher education ABOUT US Broad and diverse reach • Serving public and private 4-year and 2-year institutions • Supporting students, alumni, faculty and local communities
BNED combines institutional relationships, digital infrastructure, and campus operations into an integrated student platform. WHAT WE DO
A scaled B2B2C platform serving higher education institutions and students WHAT WE DO Product & service ecosystem COURSE MATERIALS & DIGITAL LEARNING SYSTEMS • Physical and digital course materials • eTextbooks, courseware and learning tools • First Day Complete and affordable access programs CAMPUS RETAIL & STUDENT ESSENTIALS • Emblematic apparel and gifts • Technology, graduation, dorm, cafes, and convenience products • Campus essentials and general merchandise Institutional platform • Exclusive long-term campus contracts and partnerships • Operates campus stores and eCommerce platforms • Integrated retail, digital, and fulfillment platform • Embedded in campus financial aid and institutional billing systems • Supports customers across the campus lifecycle
Empowering every journey, inspiring lifelong loyalty • Advancing institutions' missions • Creating positive experiences that build lasting relationships • Supporting diverse stakeholders’ goals CAMPUS VOICES
HIGHER EDUCATION LANDSCAPE
Higher education market LANDSCAPE • ~19M students enrolled in U.S. higher education • ~3,600 institutions representing ~97% of enrollment • Large, stable and essential market 7.8M 7.7M 7.6M 7.7M 7.9M 8.0M 5.8M 5.4M 5.4M 5.5M 5.9M 6.0M 4.1M 4.1M 4.0M 4.0M 4.1M 4.1M 0.8M 0.8M 0.8M 0.9M 0.9M 0.9M 0M 1M 2M 3M 4M 5M 6M 7M 8M 9M 2020 2021 2022 2023 2024 2025 ENROLLMENT Public 4-year Public 2-year Private 4-year Private for profit 202520242023202220212020TOTAL ENROLLMENT 19.0M18.8M18.1M17.8M18.0M18.5M
Structural shifts reshaping higher education LANDSCAPE Institutions are under pressure to deliver better outcomes at lower cost — driving demand for scaled trusted partners. Affordability and ROI under increasing scrutiny Institutional budget pressure and need for efficiency Demand for improved student outcomes and access Digital transformation and AI changing learning models Shifting demographics and enrollment patterns
Competitive landscape LANDSCAPE BNED ~30% Self-operated ~26% Other ~44% U.S. college bookstore estimated market share Industry dynamics • Market led by BNED, Follett and self-operated campus stores • Institutions continue shifting from self-operated models to outsourced partners • Remaining market fragmented across 6–8 additional providers
Scale, infrastructure, and institutional relationships create durable competitive advantages; BNED is well positioned to gain share through its scaled, integrated platform. COMPETITIVE LANDSCAPE
At the heart of the campus experience CAMPUS VOICES • Delivering impact across the campus ecosystem • Supporting every milestone that matters • Reducing friction across the student journey
BNED VALUE PROPOSITION
BNED value proposition VALUE Helping institutions improve affordability, access and outcomes Improves affordability through lower- cost course materials Expands access through integrated physical and digital delivery Enhances student engagement and campus experience Reduces institutional complexity through integrated billing and financial aid solutions Supports student success through integrated tools and services
BNED value proposition VALUE Helping institutions improve affordability, access and outcomes of BNED students rated the bookstore GOOD, VERY GOOD or EXCELLENT
Why BNED is positioned to win THE BNED ADVANTAGE • Scaled national platform • Exclusive, embedded institutional relationships • Integrated financial & billing infrastructure • Integrated supply chain and digital ecosystem • Omni-channel and digital capabilities Competitive advantage • Shift toward affordability and improved access • Digital transformation of course materials • Demand for integrated student solutions • Schools seeking partners to improve access, outcomes, and efficiency • Opportunity to gain share in a fragmented market Structural tailwinds Integrated digital, retail and financial infrastructure across 1,000+ campuses.
Beyond retail: A trusted partner in advancing student success • Delivering forward-thinking solutions • Fostering connection and pride • Meaningfully contributing to academic journey and campus experience CAMPUS VOICES
TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL
BNED’s First Day® programs are transforming course materials from transactional retail purchases to recurring, subscription-like academic content distribution. TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Traditional à la carte model • Individual student purchasing • High out-of-pocket costs • Lower participation and sell-through • Volatile, transaction-based revenue First Day® affordable access models FIRST DAY® BY COURSE • Faculty-adopted course • Digital-first delivery through LMS platforms • Improves affordability and access FIRST DAY® COMPLETE • Institution-wide affordable access • Physical + digital materials before first day • Integrated into institutional billing • Higher participation and recurring revenue visibility • Improves affordability, access, and convenience
BNED’s First Day® programs are transforming course materials from transactional retail purchases to recurring, subscription-like academic content distribution. TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Traditional à la carte model Individual student purchasing Lower participation and sell-through based revenue Structural transformation • Improves affordability and student readiness • Increases participation and revenue visibility • Creates recurring, subscription revenue streams • Shifts business toward capital digital economics First Day® affordable access models FIRST DAY® BY COURSE • Faculty-adopted course-level model • Digital-first delivery through LMS platforms • Improves affordability and access FIRST DAY® COMPLETE • Institution-wide affordable access • Physical + digital materials before first day • Integrated into institutional billing • Higher participation and recurring revenue visibility • Improves affordability, access, and convenience
BNED’s First Day® programs are transforming course materials from transactional retail purchases to recurring, subscription-like academic content distribution. TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Structural transformation • Improves affordability and student readiness • Increases participation and revenue visibility • Creates recurring, subscription-like revenue streams • Shifts business toward capital-light digital economics First Day® affordable access models FIRST DAY® BY COURSE • Faculty-adopted course-level model • Digital-first delivery through LMS platforms • Improves affordability and access FIRST DAY® COMPLETE -wide affordable access Physical + digital materials before first day Integrated into institutional billing Higher participation and recurring revenue visibility Improves affordability, access, and convenience
Improving outcomes by removing barriers • Increasing student preparedness and faculty confidence • Relieving student stressors with more affordability and predictability • Meets a critical campus need evidenced by high participation CAMPUS VOICES
Why affordable access models are winning TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Improving affordability, convenience and student outcomes First Day® programs align the interests of students, institutions, faculty, publishers and BNED. AFFORDABILITY • 30–50% lower cost versus à la carte purchasing • Predictable pricing integrated into tuition/billing
Why affordable access models are winning TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Improving affordability, convenience and student outcomes First Day® programs align the interests of students, institutions, faculty, publishers and BNED. STUDENT OUTCOMES • 86% report being better prepared for the academic term • 82% report a positive impact on academic success • 69% report improved grades Source: BNED Insights, First Day Complete Student Success Survey, Spring 2026 (n=9,277)
Why affordable access models are winning TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Improving affordability, convenience and student outcomes First Day® programs align the interests of students, institutions, faculty, publishers and BNED. ACCESS & CONVENIENCE • Materials available before the first day of class • Physical and digital fulfillment options
Why affordable access models are winning TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL Improving affordability, convenience and student outcomes INSTITUTIONAL ALIGNMENT • Supports affordability initiatives • Integrated with financial aid and campus billing • Maintains faculty choice and academic freedom • Embedded institutional billing, financial aid, and LMS integration create significant switching costs First Day® programs align the interests of students, institutions, faculty, publishers and BNED.
Predictable costs, better outcomes • Simple, flat-fee budgeting with no surprises • Reduced stress and greater financial confidence • Prepared and ready to learn CAMPUS VOICES
Scaling FDC adoption and revenue transformation TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL 111 117 158 161 184 192 224 232 259545,410 580,726 801,887 803,486 924,052 957,317 1,141,041 1,250,585 1,397,306 0 50 100 150 200 250 300 - 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 Fall 2022 Spring 2023 Fall 2023 Spring 2024 Fall 2024 Spring 2025 Fall 2025 Spring 2026 Fall 2026 (projected) FDC ENROLLMENT & STORE COUNT BY TERM Total Stores Total Enrollment Rapid adoption and accelerating growth with significant runway is reshaping BNED’s revenue mix
Significant runway remains for FDC adoption TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL 232 Current FDC locations 647 Current BNED physical store locations 415 Remaining opportunity 36% Current FDC adoption 64% Remaining opportunity
Significant runway remains for FDC adoption TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL More than 400 BNED locations remain outside the FDC model today, representing a substantial opportunity for continued adoption and growth. 36% Current FDC adoption 64% Remaining opportunity ~2x Average course material sales following FDC conversion WHY IT MATTERS +5% to 10% Typical annual participation growth following implementation Growing base New account wins further expand FDC opportunity
Significant runway remains for FDC adoption TRANSFORMING THE COURSE MATERIALS BUSINESS MODEL More than 400 BNED locations remain outside the FDC model today, representing a substantial opportunity for continued adoption and growth. 36% Current FDC adoption 64% Remaining opportunity ~2x Average course material sales following FDC conversion WHY IT MATTERS +5% to 10% Typical annual participation growth following implementation Growing base New account wins further expand FDC opportunity FDC is a primary driver of BNED’s growth, revenue visibility, and business model transformation. FINANCIAL IMPACT • Higher recurring digital revenue mix • More predictable demand and participation • Increasingly capital-efficient economics with the shift to digital course materials
ADDITIONAL GROWTH OPPORTUNITIES
Expanding revenue across the customer lifecycle ADDITIONAL GROWTH OPPORTUNITIES Merchandising & retail growth • Improving general merchandise and logo apparel performance • Enhanced assortment, pricing and merchandising strategies • Leveraging partnerships (e.g., Fanatics) to drive growth Significant opportunity to expand wallet share across the campus ecosystem.
Expanding revenue across the customer lifecycle Expanding customer engagement • Engaging customers across the full campus lifecycle • Expanding categories; supplies, tech, graduation, convenience, dorm Significant opportunity to expand wallet share across the campus ecosystem. ADDITIONAL GROWTH OPPORTUNITIES
Expanding revenue across the customer lifecycle High-margin partnership & marketing opportunities • Large base of recurring campus engagement and transactions • Expanding high-margin partnership and marketing revenue Significant opportunity to expand wallet share across the campus ecosystem. ADDITIONAL GROWTH OPPORTUNITIES
Partnerships for continuous innovation and growth CAMPUS VOICES • Partnering strategically to solve evolving challenges • Elevating experiences by improving convenience • Delivering flexible, customized solutions
Innovation & platform expansion FUTURE GROWTH Expanding BNED beyond traditional retail into integrated campus services PLATFORM EXPANSION OPPORTUNITIES • Bundled offerings: supplies, technology and logo merchandise • B2B model integrated with tuition and fees • Expands BNED’s role across the full student journey ROOM SERVICE (LAUNCHED IN 2026) • Pre-ordered dorm essentials delivered to campus • Solves move-in friction for students and families
Infrastructure creates expansion opportunities BNED has built a deeply embedded technology, commerce and distribution platform across higher education that enables multiple growth vectors across the broader campus ecosystem. FUTURE GROWTH PLATFORM CAPABILITIES • Deep integrations with university systems and campus workflows • Extensive publisher, LMS, SIS and vendor connectivity • Direct access to millions of students and campus constituents through trusted institutional relationships STRATEGIC ADVANTAGES • Personalized experiences across the campus ecosystem • Distribution capabilities spanning course materials, technology, supplies and merchandise • Ability to expand into adjacent products and services with limited incremental investment
AI is reshaping higher education ARTIFICIAL INTELLIGENCE AI is a disruptive force — but BNED’s position enables both adaption and upside. BNED is strategically positioned within the ecosystem • Embedded across 1,000+ campuses at the point of course material adoption • Deep integrations with publishers and digital platforms • Scaled distributor of digital and interactive content AI also creates operational and margin opportunities for BNED • Faster product development and innovation • Improved merchandising and pricing optimization • Productivity gains across operations and support functions AI introduces both disruption and opportunity • Rapid shift toward digital, AI- enabled, and personalized learning • Potential pressure on traditional course material and publisher models • Evolving role of institutions, content providers, and distributors
FINANCIAL OVERVIEW
2026 preliminary results & key highlights FINANCIAL OVERVIEW Revenue • Increased revenue expected in FY26 reflects accelerating First Day® adoption and continued execution across the BNED platform REVENUE $1.50B $1.54B $1.57B $1.61B $1.71B–$1.72B FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * 5-year revenue CAGR: 3.4% Adj. EBITDA cont. ops. SG&AFirst Day® program revenue Total inventory Total debt
2026 preliminary results & key highlights FINANCIAL OVERVIEW Revenue • Rapid First Day® adoption is transforming BNED's revenue mix through the expansion of recurring, subscription-like revenue streams • First Day® programs expected to represent ~44% of FY26 revenue FIRST DAY® PROGRAM REVENUE $473.9M $593.8M $754M–$760M FY24 FY25 FY26 * Preliminary unaudited financials * ~26% CAGR Adj. EBITDA cont. ops. SG&AFirst Day® program revenue Total inventory Total debt
2026 preliminary results & key highlights FINANCIAL OVERVIEW Revenue • Business model transformation and operating discipline have driven a return to profitability and sustained adj. EBITDA growth • +$86M adj. EBITDA improvement since FY22 Adj. EBITDA cont. ops. SG&AFirst Day® program revenue Total inventory Total debt ADJ. EBITDA CONT. OPS. -$10.3M -$8.1M $36.7M $59.4M $75M–$77M FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * See Appendix for a reconciliation of Adjusted EBITDA to Net Income Positive adj. EBITDA achieved in FY24 and expanded each year thereafter
2026 preliminary results & key highlights FINANCIAL OVERVIEW Revenue • Operating discipline and scale efficiencies have reduced SG&A as a percentage of revenue while supporting continued growth investments • SG&A reduced from ~24% of revenue in FY22 to ~17% in FY26 SG&A $354.0M $357.6M $311.6M $283.8M $290M–$300M FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * ~23.6% ~23.2% ~19.8% ~17.6% ~17.2% ~640 BPS Basis point improvement in SG&A as a percentage of revenue since FY22 Adj. EBITDA cont. ops. SG&AFirst Day® program revenue Total inventory Total debt
2026 preliminary results & key highlights FINANCIAL OVERVIEW Revenue Total inventory $326.5M $353.3M $372.4M $326.0M $315M–$325M FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * • Inventory levels have normalized as BNED benefits from increased digital adoption and improved working capital management • Inventory reduced by approximately $57M from FY24 peak levels -$57M since FY24 peak Adj. EBITDA cont. ops. SG&AFirst Day® program revenue Total inventory Total debt
~70% lower Percentage lower that FY26 total debt is compared to FY22 total debt 2026 preliminary results & key highlights FINANCIAL OVERVIEW Revenue Total debt $225.7M $182.2M $196.3M $103.1M $71.0M FY22 FY23 FY24 FY25 FY26 • Strong cash generation and disciplined capital management have reduced total debt by approximately $155M since FY22 • Continued deleveraging enhances financial flexibility and reduces interest expense -$155M debt reduction since FY22 Adj. EBITDA cont. ops. SG&AFirst Day® program revenue Total inventory Total debt
FY27 financial framework FINANCIAL OVERVIEW Driving operating leverage, capital efficiency, and strong growth in free cash flow and profitability OPERATING LEVERAGE KEY DRIVERS Continued First Day® growth, participation expansion and merchandising optimization Continued gross margin $ growth Continued First Day® adoption and participation growth KEY DRIVERS Modest growth revenue KEY DRIVERS Tightly managed SG&A expenses, leveraging AI and technology to improve productivity, and using zero-based budgeting Disciplined expense management
FY27 financial framework FINANCIAL OVERVIEW Driving operating leverage, capital efficiency, and strong growth in free cash flow and profitability CAPITAL EFFICIENCY Improved inventory turns, initiation of centralized book purchasing, exiting lower return businesses, plus tailwind of increased digital adoption. KEY DRIVERS Optimizing working capital
~16% Adjusted EBITDA growth at midpoint vs. FY26 guidance FY27 financial framework FINANCIAL OVERVIEW Driving operating leverage, capital efficiency, and strong growth in free cash flow and profitability STRONG GROWTH IN FCF & PROFITABILITY KEY DRIVERS EBITDA growth, lower interest expense and continued operating efficiencies Improved profitability KEY DRIVERS Higher earnings, lower inventory requirements and disciplined working capital management Strong free cash flow generation Continued First Day® growth, operating leverage and disciplined expense management KEY DRIVERS $85M–$92M FY27 ADJUSTED EBITDA:
BNED’s capital allocation priorities FINANCIAL OVERVIEW Our capital allocation priorities are designed to strengthen the balance sheet while investing in growth opportunities within the BNED platform. CAPITAL ALLOCATION FRAMEWORK OBJECTIVE: Maximize long-term shareholder value through disciplined capital deployment, balance sheet strength and strategic investment in growth. Invest in business growth opportunities • Drive continued penetration of First Day® Complete • Leverage relationships with institutions to launch new initiatives, such as Room Service and bundled offerings • Boost our partner and campus support capabilities 1
BNED’s capital allocation priorities FINANCIAL OVERVIEW Our capital allocation priorities are designed to strengthen the balance sheet while investing in growth opportunities within the BNED platform. CAPITAL ALLOCATION FRAMEWORK OBJECTIVE: Maximize long-term shareholder value through disciplined capital deployment, balance sheet strength and strategic investment in growth. Enhance core operations • Invest in AI-first capabilities across organization • Centralize physical purchasing to drive inventory efficiencies • Upgrade financial and other core software operating platforms 2
BNED’s capital allocation priorities FINANCIAL OVERVIEW Our capital allocation priorities are designed to strengthen the balance sheet while investing in growth opportunities within the BNED platform. CAPITAL ALLOCATION FRAMEWORK OBJECTIVE: Maximize long-term shareholder value through disciplined capital deployment, balance sheet strength and strategic investment in growth. Further strengthen balance sheet • Increase liquidity and flexibility • Drive improved credit terms to lower interest expense • Expand balance sheet capacity 3
BNED’s capital allocation priorities FINANCIAL OVERVIEW Our capital allocation priorities are designed to strengthen the balance sheet while investing in growth opportunities within the BNED platform. CAPITAL ALLOCATION FRAMEWORK OBJECTIVE: Maximize long-term shareholder value through disciplined capital deployment, balance sheet strength and strategic investment in growth. Return capital to shareholders • Board recently declared an initial quarterly dividend of $0.08 per common share. Record date: July 16, 2026; payable date: July 30, 2026 • As financial performance and balance sheet strength continue to improve, we will evaluate additional opportunities to enhance shareholder returns 4
SUMMARY
Improving profitability, cash flow and balance sheet strength Strong institutional relationships and financial integration A scaled and deeply embedded higher education platform A growing recurring revenue mix and increasingly capital-efficient operations Multiple vectors for recurring revenue growth, margin expansion and free cash flow generation Positioned for long-term value creation SUMMARY BNED combines:
BNED is uniquely positioned at the intersection of: SUMMARY Digital distribution Student servicesEducation
• Invest in high-return growth and technology initiatives • Continue deleveraging • Support shareholder returns through the inaugural dividend program Disciplined capital allocation BNED is positioned to deliver sustainable growth, expanding profitability and increasing shareholder value SUMMARY • Deep institutional partnerships across higher education • Essential role in student affordability and academic success • Gatekeeper to curriculum adoptions, including interactive and emerging AI-enabled learning solutions Large & resilient market • 232 FDC locations today across a 647 physical-store footprint (36% penetration) • Continued opportunity for conversion, participation growth and new account wins Significant First Day® runway • Rapid growth in First Day® programs • Increasing mix of recurring, subscription-like and digital revenue streams Expanding recurring revenue • Driving operating leverage through disciplined expense management • Robust EBITDA growth and accelerating free cash flow generation • Strengthening balance sheet and improving capital efficiency Strong financial momentum
THANK YOU Questions & discussion
Adjusted EBITDA APPENDIX We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense, net and (3) income taxes, (4) as adjusted for additional items that are subtracted from or added to net income (loss). Adjusted EBITDA has been reconciled to the most comparable financial measures presented in accordance with GAAP, consolidated net income (loss). All of the items included in the reconciliation are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance. Adjusted EBITDA is not intended as a substitute for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company’s use of Adjusted EBITDA may be different from similarly named measures used by other companies, limiting its usefulness for comparison purposes. We review Adjusted EBITDA as an internal measure to evaluate our performance at a consolidated level to manage our operations. We believe that this measure is a useful performance measure which is used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that Adjusted EBITDA provides for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as it excludes certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance. 52 weeks ended April 30, 2022 52 weeks ended April 29, 2023 52 weeks ended April 27, 2024 52 weeks ended May 3, 2025 52 weeks ended May 2, 2026Dollars in thousands As RestatedOutlook $ (61,559)$ (90,140)$ (75,019)$ (65,825)$15,000 – $18,000Net income (loss) Add: 42,124 42,163 40,560 37,939 32,000 – 33,500 Depreciation and amortization expense 10,096 22,683 40,365 22,260 15,500 – 16,000 Interest expense, net (9,152)1,011 858 4,256 3,500 – 4,500 Income tax expense (benefit) 6,411 6,008 7,166 1,713 11,000 – 13,000 Impairment loss 386 26 ---Content amortization 434 ----Merchandise inventory loss and write-off -55,233 -Loss on extinguishment of debt 944 10,103 19,409(1,572)(7,500) – (14,500)Other (income) expense --3,3805,386 5,500 – 6,500Stock-based compensation expense (10,316)(8,146)36,719 59,39075,000 – 77,000Adjusted EBITDA 5,524654(486)Adjusted EBITDA - Discontinued Operations $ (4,792)$(7,492)$ 36,233 $ 59,390 $75,000 – $77,000 Total Adjusted EBITDA
FAQ
What preliminary fiscal 2026 results did Barnes & Noble Education (BNED) report?
BNED expects fiscal 2026 revenue between $1.710 billion and $1.720 billion and net income between $15 million and $18 million. Adjusted EBITDA is projected at $75 million to $77 million, up from $59.4 million, reflecting stronger operations and First Day® program growth.
How did Barnes & Noble Education’s (BNED) profitability change versus last year?
BNED projects fiscal 2026 net income of $15–$18 million, compared with a prior-year net loss of $(65.8) million. Adjusted EBITDA is expected to rise to $75–$77 million from $59.4 million, indicating a substantial improvement in underlying operating performance.
How fast are Barnes & Noble Education’s (BNED) First Day® programs growing?
Revenues from BNED’s BNC First Day® programs are expected to reach $754–$760 million in fiscal 2026. This represents an increase of about $160.3–$166.3 million, or 27%–28% year-over-year, as First Day® Complete continues to gain institutional adoption.
What is Barnes & Noble Education’s (BNED) current debt level and leverage trend?
BNED expects total debt of $71 million at the end of fiscal 2026, down from $103.1 million a year earlier and $225 million in fiscal 2022. Net debt is projected at $62.6 million after $8.4 million of cash on hand.
Did Barnes & Noble Education (BNED) announce a dividend, and what are the details?
Yes. The Board approved a regular quarterly dividend of $0.08 per share, with the first payment scheduled for July 30, 2026 to shareholders of record as of July 16, 2026. Future dividends remain subject to Board review.
What financial targets has Barnes & Noble Education (BNED) set for fiscal 2027?
For fiscal 2027, BNED is targeting Adjusted EBITDA in the range of $85 million to $92 million. The company also highlights opportunities for better capital efficiency, additional debt and interest expense reductions, and approximately $20 million in capital expenditures.
What upcoming investor events has Barnes & Noble Education (BNED) scheduled?
BNED will host a virtual Investor Day on June 25, 2026, from 10:00 a.m. to 12:00 p.m. Eastern Time. The company’s 2026 annual meeting of stockholders is set for September 24, 2026, with a record date of July 30, 2026.