Eric Singer (NYSE: BNED) receives 23,867-share award, indirect stake 11,208,746

Rhea-AI Filing Summary

Singer Eric reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education director Eric Singer reported receiving a grant of 23,867 shares of common stock as a restricted stock award. These shares will vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders.

Following the grant, Singer holds 156,738 shares directly and 11,208,746 shares indirectly through Toro 18 Holdings LLC and related entities, reflecting a significant equity position associated with his role in a Section 13(d) group that collectively owns over 10% of the company’s common stock.

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^*

Singer Eric

(Last) (First) (Middle)

C/O IMMERSION CORPORATION

2999 N.E. 191ST STREET, SUITE 610

(Street)

AVENTURA FL 33180

(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	X	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(1)	03/11/2026		A		23,867(2)	A	$0	156,738	D
Common Stock(1)								11,208,746	I	See Footnote(3)

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. This Form 4 is filed by Eric Singer (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin, Emily Hoffman and Elias Nader for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of common stock, par value $0.01 (the "Common Stock"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The other members of the Section 13(d) group will file separate Section 16 reports, as applicable.

2. Grant of restricted shares that will vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders.

3. Securities owned directly by Toro 18. Immersion, as the sole member of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18. Mr. Singer, as the President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.

Remarks:

	/s/ Eric Singer	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 Eric Singer report in his latest Form 4 for BNED?

Eric Singer reported receiving a grant of 23,867 restricted shares of Barnes & Noble Education common stock. The award increases his direct holdings and reflects equity-based compensation rather than an open-market purchase or sale.

How many Barnes & Noble Education shares does Eric Singer now hold directly?

After the restricted stock grant, Eric Singer directly holds 156,738 shares of Barnes & Noble Education common stock. This figure comes from the post-transaction ownership reported in the Form 4 non-derivative holdings table.

What are the vesting terms of Eric Singer’s new BNED restricted shares?

The 23,867 restricted shares granted to Eric Singer vest on the earlier of one year from the grant date or Barnes & Noble Education’s next annual meeting of stockholders, aligning the award with his continuing board service.

How many BNED shares are reported as indirectly owned by Eric Singer’s affiliated entities?

The Form 4 shows 11,208,746 Barnes & Noble Education shares indirectly owned through Toro 18 Holdings LLC and related entities. Singer may be deemed to beneficially own these, subject to the detailed ownership explanations provided in the filing footnotes.

Why is Eric Singer considered a more than 10% owner of Barnes & Noble Education?

Eric Singer is part of a Section 13(d) group with Toro 18 Holdings LLC, Immersion Corporation, and others that collectively beneficially owns over 10% of Barnes & Noble Education’s common stock, making him a more than 10% owner for reporting purposes.

Does Eric Singer’s Form 4 for BNED indicate any share sales or purchases on the market?

The Form 4 reports a grant of 23,867 restricted shares to Eric Singer and updated holdings, but no open-market purchases or sales. The transaction is characterized as a grant or award rather than a buy or sell action.