Every 8-K that Barnes & Noble Ed Inc (BNED) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BNED and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BNED filings page.
Barnes & Noble Education, Inc. reported full-year fiscal 2026 results showing a return to profitability and stronger cash generation. Revenue reached $1.715 billion, up 6.5% year-over-year, with comparable store sales up 4.4% and gross margin improving to 21.4% from 21.0%.
The Company generated $16.9 million in net income versus a prior-year net loss of $(65.8) million, and increased Adjusted EBITDA to $76.5 million, a 28.8% rise. BNC First Day® program revenue grew 28.0% to $760.1 million, while total net debt declined 33% year-over-year to $62.6 million. Adjusted Free Cash Flow improved to $13.4 million from $(118.3) million.
The Company ended the year with $294.4 million of stockholders’ equity and positive working capital of $200.9 million, and introduced an inaugural quarterly dividend of $0.08 per share. For fiscal 2027, it targets Adjusted EBITDA of $85–$92 million and expects further improvements in net income and debt levels.
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.
Barnes & Noble Education reported the results of its 2025 Annual Meeting of Stockholders held on March 10, 2026. A total of 29,352,793 shares were represented out of 34,294,569 shares outstanding and entitled to vote as of February 2, 2026, indicating strong participation.
All six director nominees were elected, each receiving over 25 million votes in favor. Stockholders also approved, on an advisory basis, the compensation of named executive officers and ratified BDO USA, P.C. as independent auditors for the fiscal year ending May 2, 2026.
In addition, stockholders approved a proposal authorizing potential adjournment of the Annual Meeting to solicit additional proxies if needed, although the disclosed results indicate sufficient support for the proposals presented.
Barnes & Noble Education reported solid top-line growth for the fiscal third quarter ended January 31, 2026 and outlined new capital return plans. Revenue rose to $515.1 million, up 11.3% from $462.8 million a year earlier, with Gross Comparable Store Sales up 7.2%.
BNC First Day program revenue increased 32.1% year-over-year to $293.6 million, serving about 1.25 million students. Third-quarter net income was $6.7 million, down from $17.9 million mainly due to prior-year one-time benefits, while Adjusted EBITDA was $23.6 million. For the first nine months, revenue reached $1,447.7 million (up 9.0%), net income was $13.4 million versus a $42.8 million loss, and Adjusted EBITDA increased to $61.9 million.
Management plans to begin a regular quarterly dividend of $0.08 per share (about $0.32 annually) starting in fiscal first quarter 2027 and will host a virtual investor day on June 25, 2026. The company reiterated fiscal 2026 Adjusted EBITDA guidance of $65–$75 million and is targeting 15–20% or more Adjusted EBITDA growth in fiscal 2027.
Barnes & Noble Education, Inc. reported that it has released financial results for its fiscal second quarter ended November 1, 2025. The company furnished this information through a press release and related financial tables, which are attached as exhibits to the report.
The company highlights forward-looking statements about its strategic positioning, growth of its BNC First Day® course material programs, trends in revenue and gross profit, expense discipline, Adjusted EBITDA, interest costs, and capital spending. It emphasizes that actual results may differ materially due to factors such as its debt levels, liquidity needs, contract renewals for managed bookstores and online stores, competitive pressures, changes in college enrollment and funding, technology shifts including artificial intelligence in educational content, cybersecurity and technology disruptions, and changes in laws and regulations.
The filing directs readers to the company’s most recent annual report for a more detailed discussion of risks and notes that the financial results information in this report and its exhibits is being provided on a furnished, rather than filed, basis under securities laws.
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 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, 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 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.