Barnes & Noble Education Grants Director 17,653 Stock Units

A BNED director's RSUs vest at the earlier of one year from grant or the next annual meeting, with settlement deferred under the applicable election.

Rhea-AI Filing Summary

Barnes & Noble Education, Inc. (BNED) director Sean V. Madnani was granted 17,653 restricted stock units on September 25, 2026. Each unit represents a contingent right to receive one common share. The units vest on the earlier of one year from grant or the issuer’s next annual meeting; Madnani elected to defer settlement and receipt until the date specified in the applicable deferral election. Reported direct holdings following the transaction were 69,391 shares.

Insider Trade Summary

Grant/Award: 17,653 shares

Grant/Award 1 txn

Insider Madnani Sean V

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	17,653	$0.00	$0.00

Holdings After Transaction: Common Stock — 69,391 shares (Direct)

Footnotes (1)

1. F1. Grant of restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of Common Stock of the Issuer. The RSUs vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders. However, the reporting person has elected to defer settlement and receipt of such shares until the date specified in the applicable deferral election.

Key Figures

Restricted stock units granted: 17,653 units Direct shares following transaction: 69,391 shares Common shares per RSU: 1 share +1 more

4 metrics

Restricted stock units granted 17,653 units Granted September 25, 2026

Direct shares following transaction 69,391 shares Reported following the September 25, 2026 transaction

Common shares per RSU 1 share Each RSU represents a contingent right to receive one share

Vesting schedule Earlier of one year from grant or the next annual meeting Terms for the September 25, 2026 grant

Key Terms

restricted stock units, defer settlement, deferral election

3 terms

restricted stock units financial

"Grant of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

defer settlement financial

"elected to defer settlement and receipt"

deferral election financial

"date specified in the applicable deferral election"

FAQ

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

How many RSUs did BNED director Sean V. Madnani receive?

Barnes & Noble Education (BNED) director Sean V. Madnani was granted 17,653 restricted stock units on September 25, 2026. Each unit represents a contingent right to receive one common share.

When do Sean V. Madnani’s BNED restricted stock units vest?

The RSUs vest on the earlier of one year from the September 25, 2026 grant date or the issuer’s next annual meeting. Madnani elected to defer settlement and receipt of the shares until the date specified in the applicable deferral election.

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

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Available on EDGAR 09/29/2026 - 01:54 PM Accepted by SEC EDGAR 09/29/2026 - 01:53 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^*

Madnani Sean V

(Last) (First) (Middle)

C/O BARNES & NOBLE EDUCATION, INC.

180 PARK AVENUE

(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)

X	Director		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	09/25/2026		A		17,653(1)	A	$0	69,391	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 restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of Common Stock of the Issuer. The RSUs vest on the earlier of one year from the date of grant or the Issuer's next annual meeting of stockholders. However, the reporting person has elected to defer settlement and receipt of such shares until the date specified in the applicable deferral election.

Remarks:

	/s/ Sean V. Madnani	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)