Tax-driven stock sale by Barnes & Noble Education (NYSE: BNED) CFO

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Barnes & Noble Education CFO Jason Snagusky reported selling a total of 2,210 shares of common stock in two open-market transactions on July 2, 2026. One block of 1,384 shares was sold at a weighted average price of $12.65 per share, and another 826 shares at a weighted average price of $12.24 per share.

According to the footnotes, these shares were sold upon vesting of restricted performance stock units and were used to cover applicable withholding taxes. Prices in each trade were achieved through multiple transactions within stated ranges, and Snagusky continues to hold a substantial direct equity position in the company.

Insider Trade Summary

Net Seller: 2,210 shares ($27,618)

Net Sell 2 txns

Insider Snagusky Jason

Role CFO

Sold 2,210 shs ($28K)

Type	Security	Shares	Price	Value
Sale	Common Stock	826	$12.24	$10K
Sale	Common Stock	1,384	$12.65	$18K

Holdings After Transaction: Common Stock — 80,383 shares (Direct, null)

Footnotes (1)

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. Sales were made in a series of transactions at sales prices ranging from $12.03 to $13.13 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. Sales were made in a series of transactions at sales prices ranging from $12.51 to $13.13 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 at $12.65: 1,384 shares at $12.65 Shares sold at $12.24: 826 shares at $12.24 Total shares sold: 2,210 shares +2 more

5 metrics

Shares sold at $12.65 1,384 shares at $12.65 Common stock sale on July 2, 2026

Shares sold at $12.24 826 shares at $12.24 Common stock sale on July 2, 2026

Total shares sold 2,210 shares Aggregate of two open-market sales

Post-trade holding example 80,383 shares Direct common stock holding shown after one sale

Post-trade holding example 78,999 shares Direct common stock holding shown after another sale

Key Terms

restricted performance stock units, withholding taxes, weighted average price, open-market sale

4 terms

restricted performance stock units financial

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

withholding taxes financial

"shares ... on the vesting date 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."

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.

open-market sale financial

"transaction_action: "open-market sale" for each common stock transaction."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 02:27 PM Accepted by SEC EDGAR 07/07/2026 - 02:27 PM

FAQ

What insider transaction did BNED CFO Jason Snagusky report?

Barnes & Noble Education CFO Jason Snagusky reported selling 2,210 shares of common stock in two open-market transactions. These sales occurred on July 2, 2026 and were linked to the vesting of restricted performance stock units used to satisfy tax obligations.

How many BNED shares did the CFO sell and at what prices?

Jason Snagusky sold 1,384 shares at a weighted average price of $12.65 and 826 shares at $12.24. Each block was executed through multiple trades within disclosed price ranges, resulting in a total of 2,210 shares sold on the transaction date.

Why did the BNED CFO sell shares in this Form 4 filing?

The filing notes that shares were sold on vesting of restricted performance stock units solely to cover applicable withholding taxes. This indicates the transactions were primarily tax-related, rather than discretionary portfolio changes, and tied directly to equity compensation vesting.

Were the BNED CFO’s stock sales made in a single trade or multiple trades?

Each reported block was executed as a series of transactions over a range of prices. The Form 4 reports weighted average prices, and the footnotes state that detailed breakdowns by individual trade price and size are available to investors upon request.

Does the BNED CFO still hold shares after these reported sales?

Yes. The line items show that Jason Snagusky retained a significant direct holding in Barnes & Noble Education common stock after the tax-related sales, with reported post-transaction balances in the tens of thousands of shares on the transaction date.

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^*

Snagusky Jason

(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)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2026		S		826⁽¹⁾	D	$12.24⁽²⁾	80,383	D
Common Stock	07/02/2026		S		1,384⁽¹⁾	D	$12.65⁽³⁾	78,999	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. Sales were made in a series of transactions at sales prices ranging from $12.03 to $13.13 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.

3. Sales were made in a series of transactions at sales prices ranging from $12.51 to $13.13 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/ Jason Snagusky	07/07/2026
	** 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)

Source: View Original Filing on SEC EDGAR