Barnes & Noble Education CAO sells 1,066 shares

Barnes & Noble Education, Inc. executive Gary Luster, SVP and Chief Accounting Officer, reported two equity transactions on 2026-07-10.

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. executive Gary Luster, SVP and Chief Accounting Officer, reported two equity transactions on 2026-07-10. He sold 1,066 shares of common stock at a weighted average price of $11.61 per share (within a range of $11.51–$11.98) to cover applicable withholding taxes due on the vesting of restricted performance stock units. On the same date, he received a grant of 3,000 performance-vested stock units (PSUs), each representing a contingent right to one share of common stock, which vest based on achieving specified share-price targets and continued employment. Following these transactions, he directly holds 31,934 shares of common stock.

Insider Trade Summary

Net Seller: 1,066 shares

Net Sell 2 txns

Insider Luster Gary

Role SVP, Chief Accounting Officer

Sold 1,066 shs ($12K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	3,000	$0.00	$0.00
Sale	Common Stock F2, F3	1,066	$11.61	$12K

Holdings After Transaction: Common Stock — 31,934 shares (Direct)

Footnotes (3)

1. F1. Grant of Performance Units. Each performance-vested stock unit (PSU) represents a contingent right to receive one share of BNED common stock. The PSUs vest upon BNED's common stock achieving a specified price per share and continued employment through a specified date.
2. F2. 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.
3. F3. 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: 1,066 shares Weighted average sale price: $11.61 per share Sale price range: $11.51–$11.98 per share +2 more

5 metrics

Shares sold 1,066 shares Common stock sale on 2026-07-10 to cover withholding taxes

Weighted average sale price $11.61 per share Open-market sale on 2026-07-10; prices ranged from $11.51 to $11.98

Sale price range $11.51–$11.98 per share Series of sale transactions on 2026-07-10

Performance units granted 3,000 PSUs Grant of performance-vested stock units representing contingent rights to shares

Shares held after transactions 33,000 shares Total direct BNED common stock holdings following July 10, 2026 transactions

Key Terms

Performance Units, performance-vested stock unit (PSU), withholding taxes, weighted average price

4 terms

Performance Units financial

"Grant of Performance Units. Each performance-vested stock unit (PSU)..."

Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.

performance-vested stock unit (PSU) financial

"Each performance-vested stock unit (PSU) represents a contingent right..."

withholding taxes financial

"Shares sold by Reporting Owner...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.

FAQ

What insider transactions did BNED executive Gary Luster report on July 10, 2026?

Gary Luster reported two transactions: he sold 1,066 shares of Barnes & Noble Education (BNED) common stock and received 3,000 performance-vested stock units (PSUs). The sale was made to cover tax withholding arising from the vesting of restricted performance stock units.

At what price did Gary Luster sell BNED shares in his July 2026 Form 4?

Gary Luster’s 1,066 BNED shares were sold at a weighted average price of $11.61 per share, with individual trades executed between $11.51 and $11.98. The transactions were made to satisfy applicable withholding taxes on vesting stock units.

How many BNED performance-vested stock units were granted to Gary Luster?

Gary Luster was granted 3,000 performance-vested stock units (PSUs) tied to Barnes & Noble Education (BNED) common stock. Each PSU represents a contingent right to receive one share if BNED’s stock reaches specified price levels and he remains employed through a specified date.

Why did Gary Luster sell 1,066 BNED shares according to the Form 4 footnotes?

The 1,066 BNED shares were sold to cover applicable withholding taxes due upon vesting of restricted performance stock units payable solely in BNED common stock. The footnote clarifies these were tax-related sales rather than discretionary portfolio trades.

What is Gary Luster’s BNED share ownership after the July 10, 2026 transactions?

After the reported transactions, Gary Luster directly holds 33,000 shares of Barnes & Noble Education (BNED) common stock. This figure reflects both the tax-related sale of 1,066 shares and the grant of 3,000 performance-vested stock units representing potential future shares.

How do Gary Luster’s BNED PSUs vest according to the Form 4 disclosure?

The granted PSUs vest only if BNED’s common stock reaches specified price targets and Gary Luster maintains employment through a specified date. Each performance-vested stock unit then converts into one share of BNED common stock upon satisfying the stated conditions.

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

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Available on EDGAR 07/14/2026 - 01:37 PM Accepted by SEC EDGAR 07/14/2026 - 01:36 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^*

Luster Gary

(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)
	SVP, Chief Accounting Officer

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		A		3,000(1)	A	$0	33,000	D
Common Stock	07/10/2026		S		1,066(2)	D	$11.61(3)	31,934	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. Grant of Performance Units. Each performance-vested stock unit (PSU) represents a contingent right to receive one share of BNED common stock. The PSUs vest upon BNED's common stock achieving a specified price per share and continued employment through a specified date.

2. 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.

3. 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/ Gary Luster	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)