Director Emily Hoffman granted 23,867 BNED shares in stock award

Rhea-AI Filing Summary

HOFFMAN EMILY reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Emily Hoffman received a grant of 23,867 shares of common stock as a stock award, with no cash paid per share. These are restricted shares that will vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders.

After this grant, Hoffman directly holds a total of 51,738 shares of common stock. She is also part of a Section 13(d) group that collectively owns more than 10% of the company’s common stock, though she disclaims beneficial ownership of shares held by other group members except for any pecuniary interest.

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^*

HOFFMAN EMILY

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

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	51,738	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. This Form 4 is filed by Emily Hoffman (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC, Immersion Corporation, William C. Martin, Eric Singer 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 her pecuniary interest therein and this report shall not be deemed an admission that she 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.

Remarks:

	/s/ Emily Hoffman	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 Emily Hoffman report in this BNED Form 4 filing?

Emily Hoffman reported receiving a grant of 23,867 restricted shares of Barnes & Noble Education common stock. The award is compensation, issued at no cash cost per share, and increases her directly held position to 51,738 shares following the transaction.

What type of shares did Emily Hoffman receive from Barnes & Noble Education (BNED)?

She received a grant of 23,867 restricted shares of Barnes & Noble Education common stock. These shares are subject to vesting conditions and were awarded at a price of $0.00 per share as part of her director compensation rather than an open-market purchase.

When do Emily Hoffman’s BNED restricted shares vest?

The 23,867 restricted shares will vest on the earlier of one year from the grant date or Barnes & Noble Education’s next annual meeting of stockholders. This time-based schedule links her equity compensation to continued board service or the next shareholder meeting.

How many BNED shares does Emily Hoffman own after this Form 4 transaction?

After the restricted stock grant, Emily Hoffman directly owns 51,738 shares of Barnes & Noble Education common stock. This total reflects her updated direct holdings reported in the Form 4 and includes the newly awarded 23,867 restricted shares, subject to their vesting terms.

Is Emily Hoffman part of a shareholder group in Barnes & Noble Education (BNED)?

Yes. She is a member of a Section 13(d) group that collectively beneficially owns more than 10% of Barnes & Noble Education’s common stock. She disclaims beneficial ownership of securities held by other group members except for any pecuniary interest she may have.

Was Emily Hoffman’s BNED stock grant an open-market purchase or a compensation award?

The transaction was a compensation-related award, not an open-market purchase. The Form 4 lists it under code “A” as a grant or award acquisition, with 23,867 restricted shares issued at $0.00 per share to Emily Hoffman in her capacity as a director.