Barnes & Noble Education (BNED) director receives 23,867-share RSU grant

Rhea-AI Filing Summary

Warren Denise reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Denise Warren received a grant of 23,867 shares of Common Stock in the form of restricted stock units as compensation. The RSUs vest on the earlier of one year from grant or the company’s next annual stockholder meeting. After this award, Warren directly holds 44,415 shares. She has elected to defer settlement and receipt of the vested shares until a date specified in her deferral election, meaning she will not receive the underlying stock until that chosen time.

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^*

Warren Denise

(Last) (First) (Middle)

C/O BARNES & NOBLE EDUCATION, INC.

180 PARK AVENUE, SUITE 301

(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	44,415	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/ Denise Warren	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 Denise Warren report in this Form 4 filing?

Denise Warren reported receiving 23,867 restricted stock units of Barnes & Noble Education Common Stock as a compensation grant. These units convert into shares later, increasing her direct holdings to 44,415 shares after the award, according to the Form 4 disclosure.

How many Barnes & Noble Education shares does Denise Warren hold after this grant?

Following the restricted stock unit grant, Denise Warren directly holds 44,415 shares of Barnes & Noble Education Common Stock. This total reflects the addition of 23,867 awarded RSUs, which represent the right to receive an equal number of shares upon settlement under the plan.

What are the vesting terms of Denise Warren’s BNED restricted stock units?

The restricted stock units granted to Denise Warren vest on the earlier of one year from the grant date or Barnes & Noble Education’s next annual stockholder meeting. Vesting means the award becomes earned, though actual share delivery can occur later under her deferral election.

Did Denise Warren buy BNED shares on the open market in this transaction?

No, Denise Warren did not buy shares on the open market. The Form 4 shows an "A" code transaction, indicating a grant or award of 23,867 restricted stock units as compensation, with a reported price of $0.0000 per share rather than a market purchase.

When will Denise Warren receive the BNED shares from this RSU grant?

Although the RSUs vest by the earlier of one year from grant or the next annual meeting, Denise Warren elected to defer settlement. She will receive the underlying Barnes & Noble Education shares on the future date she specified in her applicable deferral election.