Barnes & Noble Education Grants Martin 17,653 Shares

The restricted shares vest on the earlier of one year from the grant date or the issuer’s next annual meeting of stockholders.

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. (BNED) director and 10% owner William C. Martin acquired 17,653 restricted shares as a grant on September 25, 2026. He reported 187,391 shares following the grant, held directly and through a wholly owned LLC and IRA accounts, plus 12,000 shares held through UGMA accounts for his minor children. Toro 18 Holdings LLC separately owned 11,208,746 shares. Martin may be deemed to beneficially own them as Toro 18’s Chief Strategy Officer; he disclaims beneficial ownership of other group members’ securities except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 17,653 shares

Grant/Award 3 txns

Insider MARTIN WILLIAM C

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	17,653	$0.00	$0.00
holding	Common Stock F1, F4	--	--	--
holding	Common Stock F1, F5	--	--	--

Holdings After Transaction: Common Stock — 187,391 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.

Key Figures

Restricted shares granted: 17,653 shares Reported shares following grant: 187,391 shares UGMA account holdings: 12,000 shares +1 more

4 metrics

Restricted shares granted 17,653 shares Grant to William C. Martin on September 25, 2026

Reported shares following grant 187,391 shares Held directly and through a wholly owned LLC and IRA accounts

UGMA account holdings 12,000 shares Held through UGMA accounts for Martin’s minor children

Toro 18 Holdings LLC shares 11,208,746 shares Owned directly by Toro 18 Holdings LLC

Key Terms

restricted shares, UGMA accounts, pecuniary interest, Section 13(d)

4 terms

restricted shares financial

"Grant of restricted shares that will vest"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

UGMA accounts financial

"held directly through UGMA accounts"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

Section 13(d) regulatory

"for purposes of Section 13(d) of the Securities Exchange Act"

A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.

FAQ

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

How many BNED shares did William C. Martin receive?

William C. Martin acquired 17,653 restricted shares as a grant on September 25, 2026. He reported 187,391 shares following the grant, held directly and through a wholly owned LLC and IRA accounts.

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

The 17,653 restricted shares vest on the earlier of one year from the grant date or the issuer’s next annual meeting of stockholders.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/29/2026 - 01:53 PM Accepted by SEC EDGAR 09/29/2026 - 01:52 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 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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026

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(1)	09/25/2026		A		17,653(2)	A	$0	187,391(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	09/28/2026
	** 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)