Barnes & Noble Education CEO granted 60,000 PSUs

SHAR JONATHAN reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SHAR JONATHAN reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education CEO Jonathan Shar received a grant of 60,000 performance-vested stock units (PSUs) at a stated price of $0.00 per share. Each PSU represents a contingent right to receive one share of BNED common stock and vests upon the stock achieving a specified price per share and continued employment through a specified date. Following this award, his directly held common shares were reported at 354,940.

Insider Trade Summary

Grant/Award: 60,000 shares

Grant/Award 1 txn

Insider SHAR JONATHAN

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	60,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 354,940 shares (Direct)

Footnotes (1)

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.

Key Figures

PSUs granted: 60,000 shares Grant price: $0.00 per share Shares following award: 354,940 shares

3 metrics

PSUs granted 60,000 shares Performance-vested stock units granted to CEO Jonathan Shar

Grant price $0.00 per share Stated transaction price per share for the PSU award

Shares following award 354,940 shares Total directly held Barnes & Noble Education common shares after the transaction

Key Terms

Performance Units, performance-vested stock unit (PSU), contingent right

3 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..."

contingent right financial

"represents a contingent right to receive one share of BNED common stock"

FAQ

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

What insider transaction did Barnes & Noble Education (BNED) CEO Jonathan Shar report?

CEO Jonathan Shar reported a grant of 60,000 performance-vested stock units (PSUs). These units are a compensation award that may convert into BNED common shares if specified stock price and employment conditions are satisfied.

How many performance units did BNED grant to CEO Jonathan Shar in this Form 4?

Jonathan Shar received 60,000 performance-vested stock units. Each PSU represents a contingent right to receive one share of Barnes & Noble Education common stock, depending on meeting stock price and continued employment conditions.

What are the vesting conditions for the BNED PSUs granted to the CEO?

The PSUs vest upon BNED’s common stock achieving a specified price per share and the CEO’s continued employment through a specified date. Until those conditions are met, the units remain a contingent right to common shares.

What is CEO Jonathan Shar’s reported BNED share ownership after this grant?

After the award, Jonathan Shar’s directly held Barnes & Noble Education common shares were reported at 354,940. This figure reflects his direct ownership position as shown in the Form 4 following the PSU grant.

Did the BNED CEO buy or sell shares for cash in this Form 4 filing?

No open-market buy or sell is reported; the filing shows a grant/award acquisition of 60,000 PSUs at a stated price of $0.00 per share, reflecting equity compensation rather than a cash purchase or sale.

How does this BNED Form 4 treat the granted PSUs economically?

Each granted PSU is a contingent right to one BNED common share, not an immediate share issuance. The units only deliver shares if the stock hits a specified price and employment continues through a specified date.

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

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Accepted by SEC EDGAR 07/14/2026 - 01:37 PM EDT 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^*

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)
07/10/2026

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		60,000(1)	A	$0	354,940	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. 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.

Remarks:

	/s/ Jonathan Shar	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)