Barnes & Noble Education (NYSE: BNED) CEO logs small tax-driven share sale

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. CEO Jonathan Shar reported a small disposition of company stock tied to tax withholding. On the vesting of restricted stock units payable in common stock, 81 shares of common stock were sold at $8.11 per share to cover applicable withholding taxes, according to the footnote. After this tax-related sale, Shar directly holds 362,836 shares of Barnes & Noble Education common stock, indicating that the transaction represents a very small portion of his overall reported stake and reflects a routine compensation-related event rather than a discretionary open-market trade.

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^*

SHAR JONATHAN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		S		81(1)	D	$8.11	362,836	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. Shares sold by Reporting Owner on vesting of restricted stock units (payable solely in common stock of the Issuer on each vesting date) to cover applicable withholding taxes.

Remarks:

	/s/ Jonathan Shar	03/17/2026
	** 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).
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FAQ

What did Barnes & Noble Education (BNED) CEO Jonathan Shar report in this Form 4?

Jonathan Shar reported a small stock disposition tied to RSU vesting. He sold 81 common shares at $8.11 each to cover withholding taxes, a routine compensation-related transaction rather than a discretionary open-market trade, and retained 362,836 shares afterward.

How many Barnes & Noble Education (BNED) shares did the CEO sell and at what price?

The CEO sold 81 shares of Barnes & Noble Education common stock at $8.11 per share. The filing notes this sale occurred upon vesting of restricted stock units and was used to satisfy withholding tax obligations associated with that equity compensation event.

Why were Barnes & Noble Education (BNED) shares sold in this insider transaction?

The sale was to cover applicable withholding taxes on vested restricted stock units. Instead of paying taxes in cash, 81 shares of common stock were sold at $8.11 each, an administrative step commonly used in equity compensation programs rather than a strategic portfolio decision.

How many Barnes & Noble Education (BNED) shares does the CEO hold after this transaction?

Following the tax-related sale, Jonathan Shar directly holds 362,836 shares of Barnes & Noble Education common stock. This indicates the 81-share disposition is very small relative to his overall position and reflects routine handling of equity award taxation.

Was this Barnes & Noble Education (BNED) CEO sale an open-market trade?

The transaction is coded as a sale, but the footnote explains it was executed on RSU vesting to cover withholding taxes. That framing makes it effectively an administrative, compensation-related sale rather than a typical discretionary open-market trade for portfolio reasons.