Director at Barnes & Noble Education (NYSE: BNED) awarded 23,867 RSUs

Rhea-AI Filing Summary

Madnani Sean V reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Sean V. Madnani received a grant of 23,867 restricted stock units (RSUs), each representing one share of common stock.

The RSUs vest on the earlier of one year from grant or the next annual stockholders meeting, and settlement has been deferred. Following this award, he holds 51,738 shares directly.

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

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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^*

Madnani Sean V

(Last) (First) (Middle)

C/O BARNES & NOBLE EDUCATION, INC.

180 PARK AVENUE

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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

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

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

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	03/11/2026		A		23,867(1)	A	$0	51,738	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 restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of Common Stock of the Issuer. The RSUs vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders. However, the reporting person has elected to defer settlement and receipt of such shares until the date specified in the applicable deferral election.

Remarks:

	/s/ Sean V. Madnani	03/13/2026
	** 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.

FAQ

What did BNED director Sean V. Madnani receive in this Form 4 filing?

Sean V. Madnani received a grant of 23,867 restricted stock units (RSUs), each equal to one share of Barnes & Noble Education common stock. This is a compensation-related equity award, not an open-market purchase or sale, and increases his direct equity-based position.

How and when do the 23,867 BNED RSUs for Sean Madnani vest?

The 23,867 BNED RSUs vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders. Vesting means the RSUs become earned, but actual share delivery will occur later due to the director’s deferral election.

Did Sean Madnani buy BNED shares on the open market in this transaction?

No, this Form 4 reports a grant or award acquisition of 23,867 RSUs at a price of $0.00 per unit. It is compensation granted by Barnes & Noble Education, not an open-market purchase, so it does not reflect a discretionary share buy in the market.

What is Sean Madnani’s BNED share ownership after this RSU grant?

After the RSU grant, Sean Madnani holds 51,738 shares of Barnes & Noble Education common stock directly, as reported in the filing. This total reflects his position following the award and provides context for the size of the new RSU grant relative to his holdings.

How are the BNED RSUs for Sean Madnani settled after vesting?

Although the RSUs vest within about a year or at the next annual meeting, Sean Madnani has elected to defer settlement. This means he will receive the underlying BNED common shares on a later date specified in his applicable deferral election, not immediately at vesting.