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[Form 4] Barnes & Noble Education, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. insiders affiliated with Toro 18 Holdings LLC, Immersion Corporation, William C. Martin and Eric Singer jointly reported open-market sales of derivative securities tied to the company’s stock. The group sold a total of 19,000 put options (obligations to buy) on BNED common shares in three transactions, with weighted average sale prices within a range of $1.80 to $2.30 per option and exercise prices of $10.00 and $11.50 per share. These options expire on March 19, 2027, and the filing notes each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider TORO 18 HOLDINGS LLC, IMMERSION CORP, MARTIN WILLIAM C, Singer Eric
Role null | null | null | null
Sold 19,000 shs ($33K)
Type Security Shares Price Value
Sale Put Option (obligation to buy) 2,000 $1.50 $3K
Sale Put Option (obligation to buy) 5,000 $1.50 $8K
Sale Put Option (obligation to buy) 12,000 $1.8833 $23K
Holdings After Transaction: Put Option (obligation to buy) — 7,000 shares (Direct, null)
Footnotes (1)
  1. This Form 4 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. Hoffman 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. Each of Messrs. Martin and Singer and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman will file separate Section 16 reports. Sales were made in multiple transactions at prices ranging from $1.8000 to $2.3000 per Put Option (obligation to purchase). The price reported is a weighted average price. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in the immediately preceding sentence.
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SEC Form 4
FORM 4UNITED 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*
TORO 18 HOLDINGS LLC

(Last)(First)(Middle)
2999 N.E. 191ST STREET, SUITE 610

(Street)
AVENTURA FLORIDA 33180

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Put Option (obligation to buy)$1007/06/2026S5,00007/06/202603/19/2027Common Stock500,000$1.55,000D(1)
Put Option (obligation to buy)$11.507/06/2026S12,00007/06/202603/19/2027Common Stock1,200,000$1.8833(2)12,000D(1)
Put Option (obligation to buy)$1007/07/2026S2,00007/07/202603/19/2027Common Stock200,000$1.57,000D(1)
1. Name and Address of Reporting Person*
TORO 18 HOLDINGS LLC

(Last)(First)(Middle)
2999 N.E. 191ST STREET, SUITE 610

(Street)
AVENTURA FLORIDA 33180

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
IMMERSION CORP

(Last)(First)(Middle)
2999 N. E. 191ST STREET
SUITE 610

(Street)
AVENTURA FLORIDA 33180

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
MARTIN WILLIAM C

(Last)(First)(Middle)
C/O IMMERSION CORPORATION
2999 N.E. 191ST STREET, SUITE 610

(Street)
AVENTURA FLORIDA 33180

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
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 FLORIDA 33180

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. Hoffman 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. Each of Messrs. Martin and Singer and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman will file separate Section 16 reports.
2. Sales were made in multiple transactions at prices ranging from $1.8000 to $2.3000 per Put Option (obligation to purchase). The price reported is a weighted average price. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in the immediately preceding sentence.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Toro 18 and Immersion may be deemed directors by deputization of the Issuer due to Messrs. Martin and Singer and Ms. Hoffman serving on the boards of directors of both the Issuer and Immersion.
Toro 18 Holdings LLC, By: /s/ Eric Singer, President and CEO07/08/2026
Immersion Corporation, By: /s/ Eric Singer, President, CEO and Chairman07/08/2026
/s/ William C. Martin07/08/2026
/s/ Eric Singer07/08/2026
** Signature of Reporting PersonDate
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)