Barnes & Noble Education EVP logs sale, PSU grant

Rhea-AI Filing Summary

Barnes & Noble Education EVP General Counsel and Secretary Christopher Neumann reported an open-market sale of 2,785 shares of common stock on July 10, 2026 at a weighted-average $11.61 per share, with prices from $11.51 to $11.98, to cover withholding taxes on vested restricted performance stock units. He also received a grant of 4,500 performance-vested stock units (PSUs), each representing a contingent right to one BNED share, subject to stock-price and service vesting conditions. Following these transactions, Neumann directly holds 81,715 shares of Barnes & Noble Education common stock.

Insider Trade Summary

Net Seller: 2,785 shares

Net Sell 2 txns

Insider Neumann Christopher

Role EVP General Counsel, Secretary

Sold 2,785 shs ($32K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	4,500	$0.00	$0.00
Sale	Common Stock F2, F3	2,785	$11.61	$32K

Holdings After Transaction: Common Stock — 81,715 shares (Direct)

Footnotes (3)

1. F1. Grant of Performance Units. Each performance-vested stock unit (PSU) represents a contingent right to receive one share of BNED common stock. The PSUs vest upon BNED's common stock achieving a specified price per share and continued employment through a specified date.
2. F2. Shares sold by Reporting Owner on vesting of restricted performance stock units (payable solely in common stock of the Issuer on the vesting date) to cover applicable withholding taxes.
3. F3. Sales were made in a series of transactions at sales prices ranging from $11.51 to $11.98 per share. The price reported is a weighted average price. Full information regarding the number of shares sold at each separate price will be provided upon request.

Key Figures

Shares sold: 2,785 shares Weighted-average sale price: $11.61 per share Sale price range: $11.51–$11.98 per share +3 more

6 metrics

Shares sold 2,785 shares Open-market sale of BNED common stock on July 10, 2026

Weighted-average sale price $11.61 per share Average price for 2,785 BNED shares sold on July 10, 2026

Sale price range $11.51–$11.98 per share Range of prices for the series of BNED share sales

Performance units granted 4,500 units Performance-vested stock units, each a contingent right to one BNED share

Shares held after transactions 84,500 shares Direct BNED common stock ownership by Neumann following reported transactions

Net open-market shares sold 2,785 shares Net buy/sell activity across reported non-derivative transactions

Key Terms

performance-vested stock unit (PSU), withholding taxes, weighted average price, restricted performance stock units

4 terms

performance-vested stock unit (PSU) financial

"Grant of Performance Units. Each performance-vested stock unit (PSU) represents a contingent right"

withholding taxes financial

"Shares sold by Reporting Owner on vesting of restricted performance stock units ... to cover applicable withholding taxes."

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

weighted average price financial

"The price reported is a weighted average price. Full information regarding the number of shares"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted performance stock units financial

"Shares sold by Reporting Owner on vesting of restricted performance stock units (payable solely in common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BNED executive Christopher Neumann report?

Christopher Neumann reported selling 2,785 BNED shares of common stock in open-market trades and receiving a grant of 4,500 performance-vested stock units. The sale covered tax withholding on vested restricted performance stock units, while the new PSUs vest based on stock price and continued employment.

How many Barnes & Noble Education (BNED) shares did Neumann sell and at what price?

Neumann sold 2,785 BNED shares on July 10, 2026 at a weighted-average price of $11.61 per share. The trades occurred in a series of transactions, with individual sale prices ranging from $11.51 to $11.98 per share.

Why did Christopher Neumann sell BNED shares in this Form 4 filing?

The 2,785 BNED shares were sold to cover applicable withholding taxes triggered by the vesting of restricted performance stock units, which are payable solely in common stock. The filing describes these as open-market sales linked to the tax obligations from that vesting event.

What performance stock units were granted to BNED executive Christopher Neumann?

Neumann received a grant of 4,500 performance-vested stock units (PSUs). Each PSU represents a contingent right to one BNED common share and will vest only if the stock reaches a specified price per share and he remains employed through a specified date.

How many Barnes & Noble Education (BNED) shares does Neumann now hold?

After the reported transactions, Christopher Neumann directly holds 84,500 BNED common shares. This figure reflects his position following both the sale of 2,785 shares to cover tax withholding and the grant of 4,500 performance-vested stock units reported in the Form 4.

Were Neumann’s BNED share sales executed in a single trade or multiple trades?

The 2,785 BNED shares were sold in a series of transactions, not a single trade. According to the filing, sale prices ranged between $11.51 and $11.98 per share, with the reported $11.61 representing the weighted-average sale price across those trades.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 01:37 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Neumann Christopher

(Last) (First) (Middle)

C/O BARNES & NOBLE EDUCATION, INC

180 PARK AVENUE, SUITE 301

(Street)

FLORHAM PARK NEW JERSEY 07932

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc. [ BNED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP General Counsel, Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2026		A		4,500(1)	A	$0	84,500	D
Common Stock	07/10/2026		S		2,785(2)	D	$11.61(3)	81,715	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of Performance Units. Each performance-vested stock unit (PSU) represents a contingent right to receive one share of BNED common stock. The PSUs vest upon BNED's common stock achieving a specified price per share and continued employment through a specified date.

2. Shares sold by Reporting Owner on vesting of restricted performance stock units (payable solely in common stock of the Issuer on the vesting date) to cover applicable withholding taxes.

3. Sales were made in a series of transactions at sales prices ranging from $11.51 to $11.98 per share. The price reported is a weighted average price. Full information regarding the number of shares sold at each separate price will be provided upon request.

Remarks:

	/s/ Christopher Neumann	07/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)