Barnes & Noble Education (BNED) CEO sells 67,896 shares to cover RSU tax

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. CEO Jonathan Shar reported an open-market sale of 67,896 shares of common stock at a weighted average price of $12.83 per share. A footnote explains these shares were sold upon vesting of restricted performance stock units to cover applicable withholding taxes, indicating a tax-driven, routine transaction rather than a discretionary portfolio move. Following the sale, he directly holds 294,940 shares of the company’s stock.

Insights

Equity analyst

CEO sale is mainly tax-related and routine in nature.

CEO Jonathan Shar reported selling 67,896 shares of Barnes & Noble Education common stock at a weighted average price of $12.83 per share. The filing shows this as an open-market sale.

A key footnote states the shares came from vesting restricted performance stock units and were sold to cover withholding taxes. That makes the event compensation- and tax-driven rather than a discretionary reduction in exposure. After the transaction, he still directly owns 294,940 shares.

The sale was executed across multiple trades between $12.43 and $13.10 per share, with detailed trade data available on request. With no remaining derivative positions listed, the filing mainly updates his direct stock holdings and reflects standard handling of equity-based compensation.

Insider Trade Summary

Net Seller: 67,896 shares ($871,106)

Net Sell 1 txn

Insider SHAR JONATHAN

Role CEO

Sold 67,896 shs ($871K)

Type	Security	Shares	Price	Value
Sale	Common Stock	67,896	$12.83	$871K

Holdings After Transaction: Common Stock — 294,940 shares (Direct, null)

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 $12.43 to $13.10 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: 67,896 shares Weighted average sale price: $12.83 per share Sale price range: $12.43–$13.10 per share +1 more

4 metrics

Shares sold 67,896 shares Open-market sale on vesting of performance stock units

Weighted average sale price $12.83 per share Common stock sale by CEO

Sale price range $12.43–$13.10 per share Series of transactions reported in Form 4

Shares owned after transaction 294,940 shares CEO’s direct common stock holdings post-sale

Key Terms

restricted performance stock units, weighted average price, open-market sale, withholding taxes

4 terms

restricted performance stock units financial

"Shares sold by Reporting Owner on vesting of restricted performance stock units (payable solely in common stock...)"

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.

withholding taxes financial

"shares ... sold ... 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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:12 PM Accepted by SEC EDGAR 07/06/2026 - 04:11 PM Learn about SEC filing dates

FAQ

What did BNED CEO Jonathan Shar report in this Form 4 filing?

Jonathan Shar reported selling 67,896 shares of Barnes & Noble Education common stock at a weighted average price of $12.83 per share. The transaction updates his direct ownership and reflects activity related to equity compensation vesting.

Why did BNED CEO Jonathan Shar sell 67,896 shares of stock?

The filing states the shares were sold upon vesting of restricted performance stock units to cover applicable withholding taxes. This indicates the sale was primarily tax-driven, linked to equity compensation, rather than a discretionary stock sale unrelated to vesting.

How many BNED shares does Jonathan Shar own after this transaction?

After the reported sale, Jonathan Shar directly owns 294,940 shares of Barnes & Noble Education common stock. This figure reflects his updated post-transaction holdings as disclosed in the Form 4, providing context for the relative size of the tax-related sale.

At what prices were Jonathan Shar’s BNED shares sold in this transaction?

The shares were sold at prices ranging from $12.43 to $13.10 per share, with a weighted average price of $12.83. The filing notes that detailed information on the number of shares at each price is available upon request from the reporting person.

Were Jonathan Shar’s BNED share sales part of open-market transactions?

Yes. The Form 4 identifies the code as an open-market or private sale and describes a series of transactions over a price range. However, a footnote clarifies the primary purpose was covering withholding taxes on vested performance stock units.

Does this BNED Form 4 show any remaining derivative or option positions for Jonathan Shar?

The derivative section of the filing is empty, indicating no derivative transactions or remaining derivative positions are reported in this Form 4. The disclosure focuses on common stock sales tied to the vesting of restricted performance stock units.

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^*

SHAR JONATHAN

(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)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		S		67,896	D(1)	$12.83(2)	294,940	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 $12.43 to $13.10 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/ Jonathan Shar	07/06/2026
	** 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)