Barnes & Noble Education director granted 23,867 shares

MARTIN WILLIAM C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MARTIN WILLIAM C reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education director William C. Martin reported receiving a grant of 23,867 shares of common stock at no cost. These are restricted shares that will vest on the earlier of one year from the grant date or the company’s next annual stockholder meeting. Following this award, he holds 169,738 shares directly, with additional indirect holdings through a wholly owned LLC, IRA accounts, UGMA accounts for his minor children, and 11,208,746 shares reported as indirectly owned through Toro 18 Holdings LLC, where he may be deemed a beneficial owner.

Insider Trade Summary

Grant/Award: 23,867 shares

Grant/Award 3 txns

Insider MARTIN WILLIAM C

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,867	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 169,738 shares (Direct); Common Stock — 12,000 shares (Indirect, As UGMA Custodian for minor children); Common Stock — 11,208,746 shares (Indirect, See footnote)

Footnotes (5)

1. F1. This Form 4 is filed by William C. Martin (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), Eric Singer, 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. F2. 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. F3. The Reporting Person's shares are held directly and through a wholly-owned limited liability company and IRA Accounts, all of which the Reporting Person controls exclusively.
4. F4. The Reporting Person's shares are held directly through UGMA accounts for the benefit of his minor children, all of which the Reporting Person controls exclusively.
5. F5. 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. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did William C. Martin report at BNED?

William C. Martin reported receiving a grant of 23,867 shares of Barnes & Noble Education common stock. The award was at no cost and consists of restricted shares that vest based on time or the next annual stockholder meeting, expanding his reported equity stake.

When do William C. Martin’s new BNED restricted shares vest?

The 23,867 restricted shares granted to William C. Martin vest on the earlier of one year from the grant date or Barnes & Noble Education’s next annual meeting of stockholders. This time-based vesting aligns the award with board service over the coming year.

How many BNED shares does William C. Martin hold directly after this Form 4?

After the reported grant, William C. Martin holds 169,738 Barnes & Noble Education common shares directly. The filing also lists additional indirect holdings through a wholly owned LLC, IRA accounts, and custodial UGMA accounts he controls for the benefit of his minor children.

What indirect BNED holdings linked to William C. Martin are disclosed?

The Form 4 shows indirect Barnes & Noble Education holdings through UGMA accounts for Martin’s minor children and entities he controls, as well as 11,208,746 shares owned by Toro 18 Holdings LLC. As Chief Strategy Officer of Toro 18, he may be deemed a beneficial owner of those securities.

Why is William C. Martin considered a more than 10% owner of BNED?

Martin is part of a Section 13(d) group, including Toro 18 Holdings LLC and Immersion Corporation, that collectively owns over 10% of Barnes & Noble Education’s common stock. He disclaims beneficial ownership of other group members’ shares except to the extent of his pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/13/2026 - 01:24 PM Learn about SEC filing dates

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^*

MARTIN WILLIAM C

(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	169,738(3)	D
Common Stock(1)								12,000	I	As UGMA Custodian for minor children(4)
Common Stock(1)								11,208,746	I	See footnote(5)

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 William C. Martin (the "Reporting Person"). The Reporting Person is a member of a group with Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), Eric Singer, 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. The Reporting Person's shares are held directly and through a wholly-owned limited liability company and IRA Accounts, all of which the Reporting Person controls exclusively.

4. The Reporting Person's shares are held directly through UGMA accounts for the benefit of his minor children, all of which the Reporting Person controls exclusively.

5. 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. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the securities owned directly by Toro 18.

Remarks:

	/s/ William C. Martin	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.