Barnes & Noble Education (BNED) director awarded 23,867 RSUs in stock grant

Rhea-AI Filing Summary

WALKER KATHRYN EBERLE reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Kathryn Eberle Walker received a grant of 23,867 restricted stock units (RSUs) of Common Stock on March 11, 2026. Each RSU represents the right to receive one share of the company’s common stock.

The RSUs vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders. Following this award, Walker directly holds 44,415 shares of Barnes & Noble Education common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WALKER KATHRYN EBERLE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,867	$0.00	--

Holdings After Transaction: Common Stock — 44,415 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

WALKER KATHRYN EBERLE

(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.

Remarks:

	/s/ Kathryn Eberle Walker	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 insider transaction did Barnes & Noble Education (BNED) report?

Barnes & Noble Education reported that director Kathryn Eberle Walker received a grant of 23,867 restricted stock units. Each RSU represents the right to receive one share of common stock, increasing her direct holdings to 44,415 shares after the award.

How many Barnes & Noble Education (BNED) RSUs were granted to Kathryn Eberle Walker?

Kathryn Eberle Walker received 23,867 restricted stock units of Barnes & Noble Education common stock. Each RSU corresponds to one share, subject to vesting conditions tied to time and the company’s next annual meeting of stockholders, as described in the filing footnote.

When do Kathryn Eberle Walker’s BNED restricted stock units vest?

The RSUs vest on the earlier of one year from the grant date or Barnes & Noble Education’s next annual meeting of stockholders. This time-based vesting schedule means the award converts to common shares only after one of those specific conditions is met.

How many Barnes & Noble Education (BNED) shares does Kathryn Eberle Walker own after this grant?

After the RSU grant, Kathryn Eberle Walker directly holds 44,415 shares of Barnes & Noble Education common stock. This figure reflects her updated ownership position following the award of 23,867 restricted stock units reported in the insider transaction.

Was Kathryn Eberle Walker’s BNED transaction an open-market stock purchase or sale?

The transaction was a grant of 23,867 restricted stock units, not an open‑market purchase or sale. The RSUs were awarded with a zero dollar price per unit and will convert into common shares only upon satisfying the stated vesting conditions.