Barnes & Noble Education (BNED) CFO sells 2,237 shares to cover taxes

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. reported that CFO Jason Snagusky sold 2,237 shares of common stock on 2026-07-10. The shares were sold upon vesting of restricted performance stock units to cover withholding taxes, at a weighted average price of $11.61 per share in trades between $11.51 and $11.98. Following these tax-related sales, Snagusky holds 76,762 shares of common stock directly.

Insider Trade Summary

Net Seller: 2,237 shares ($25,972)

Net Sell 1 txn

Insider Snagusky Jason

Role CFO

Sold 2,237 shs ($26K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,237	$11.61	$26K

Holdings After Transaction: Common Stock — 76,762 shares (Direct)

Footnotes (1)

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 $11.51 to $11.98 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: 2,237 shares Weighted average sale price: $11.6100 per share Sale price range: $11.51–$11.98 per share +1 more

4 metrics

Shares sold 2,237 shares Common stock sold on 2026-07-10 related to RSU vesting

Weighted average sale price $11.6100 per share Average price for 2,237 shares sold on 2026-07-10

Sale price range $11.51–$11.98 per share Series of transactions executed within this price range

Shares held after transaction 76,762 shares Direct common stock holdings of CFO after the 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"

withholding taxes financial

"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"

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 07/14/2026 - 01:38 PM Accepted by SEC EDGAR 07/14/2026 - 01:38 PM Learn about SEC filing dates

FAQ

What insider transaction did BNED CFO Jason Snagusky report?

CFO Jason Snagusky reported selling 2,237 shares of Barnes & Noble Education common stock. The sale occurred on 2026-07-10 in connection with the vesting of restricted performance stock units and was used to cover withholding taxes rather than as a discretionary sale.

At what prices were the BNED shares sold by the CFO?

The CFO’s 2,237-share sale used a weighted average price of $11.61 per share. Transactions occurred in a series of trades at prices ranging from $11.51 to $11.98 per share, with detailed trade-by-trade information available upon request from the issuer.

Why did BNED CFO Jason Snagusky sell 2,237 shares?

The 2,237 shares sold by the BNED CFO were executed upon vesting of restricted performance stock units. The purpose was to cover applicable withholding taxes due at vesting, indicating a tax-related transaction rather than an open-market portfolio adjustment.

How many Barnes & Noble Education (BNED) shares does the CFO hold after the sale?

After the tax-related sale of 2,237 shares, CFO Jason Snagusky holds 76,762 shares of Barnes & Noble Education common stock directly. This post-transaction holding reflects his remaining equity position following the vesting-related withholding activity.

Was the BNED CFO’s reported transaction an open-market sale?

While coded as a sale, the transaction reflects shares sold upon vesting of restricted performance stock units to pay withholding taxes. Footnote disclosure clarifies the sale’s tax-related purpose, differentiating it from a purely discretionary open-market sale decision.

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)
07/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2026		S		2,237(1)	D	$11.61(2)	76,762	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 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 $11.51 to $11.98 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	07/14/2026
	** 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)