Welcome to our dedicated page for Barnes & Noble Ed SEC filings (Ticker: BNED), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Barnes & Noble Education, Inc. (NYSE: BNED) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries to help interpret complex documents. BNED describes itself in its filings and press releases as a solutions provider for the education industry, operating campus bookstores and delivering academic and retail services through brands such as Barnes & Noble College.
For this company, annual reports on Form 10-K and related amendments are central sources of information on its campus retail operations, course material programs like BNC First Day and First Day Complete, seasonality of results, risk factors and internal control assessments. BNED has also filed a so-called “Super 10-K” that includes restated financial results for prior periods, reflecting the impact of an internal investigation into the recording of cost of digital sales and related adjustments.
Quarterly reports on Form 10-Q, including those referenced in Form 12b-25 notifications of late filing, provide interim updates on revenues, profitability, debt levels and working capital, as well as progress on restatements. The company’s NT 10-Q filings explain delays in reporting and summarize expected changes in results for specific quarters.
BNED’s current reports on Form 8-K are particularly important. They document material events such as the board’s determination that certain previously issued financial statements should no longer be relied upon, the scope of restatements, identified material weaknesses in internal control over financial reporting, and notices from the New York Stock Exchange regarding delayed filings and listing compliance. These 8-Ks also attach earnings press releases and non-GAAP reconciliation tables for measures like Adjusted EBITDA.
On this page, AI-generated overviews highlight key points from each filing—such as changes in cost of sales, restatement impacts, covenant compliance, and NYSE communications—so users can quickly understand the implications without reading every line. Investors can also review insider-related filings such as Form 4 when available, alongside 10-Ks, 10-Qs and 8-Ks, to build a more complete picture of BNED’s regulatory history and financial reporting developments.
MARTIN WILLIAM C reported acquisition or exercise transactions in this Form 4 filing.
Barnes & Noble Education director William C. Martin reported receiving a grant of 23,867 shares of common stock at no cost. These are restricted shares that will vest on the earlier of one year from the grant date or the company’s next annual stockholder meeting. Following this award, he holds 169,738 shares directly, with additional indirect holdings through a wholly owned LLC, IRA accounts, UGMA accounts for his minor children, and 11,208,746 shares reported as indirectly owned through Toro 18 Holdings LLC, where he may be deemed a beneficial owner.
Barnes & Noble Education reported higher revenue and a return to year-to-date profitability while continuing to invest in its campus-focused model. For the 13 weeks ended January 31, 2026, sales rose to $515.1 million from $462.8 million, with net income of $6.7 million versus $17.9 million a year earlier.
For the 39-week period, sales increased to $1.45 billion from $1.33 billion and net income improved to $13.4 million from a loss of $42.8 million, helped by lower interest expense after mid-2024 balance sheet restructuring. Operating cash flow was still negative at $(30.8) million, though markedly better than $(138.0) million in the prior year.
The company’s BNC First Day® affordable access programs continued to scale, with quarterly sales of $293.6 million, up 32.1%, and year-to-date sales of $702.0 million, up 30.2%. Total debt under the revolving credit facility was $138.4 million, stockholders’ equity was $290.0 million, and 34.3 million common shares were outstanding as of early March 2026. Prior-period financial restatements tied to cost of digital sales and lease accounting are now fully reflected, and interim results incorporate those corrections.
Barnes & Noble Education reported solid top-line growth for the fiscal third quarter ended January 31, 2026 and outlined new capital return plans. Revenue rose to $515.1 million, up 11.3% from $462.8 million a year earlier, with Gross Comparable Store Sales up 7.2%.
BNC First Day program revenue increased 32.1% year-over-year to $293.6 million, serving about 1.25 million students. Third-quarter net income was $6.7 million, down from $17.9 million mainly due to prior-year one-time benefits, while Adjusted EBITDA was $23.6 million. For the first nine months, revenue reached $1,447.7 million (up 9.0%), net income was $13.4 million versus a $42.8 million loss, and Adjusted EBITDA increased to $61.9 million.
Management plans to begin a regular quarterly dividend of $0.08 per share (about $0.32 annually) starting in fiscal first quarter 2027 and will host a virtual investor day on June 25, 2026. The company reiterated fiscal 2026 Adjusted EBITDA guidance of $65–$75 million and is targeting 15–20% or more Adjusted EBITDA growth in fiscal 2027.
Barnes & Noble Education, Inc. ownership disclosure: an amended Schedule 13G/A states that Springhouse-related entities each beneficially own 2,146,622 common shares representing 6.26% of the class and that Brian Gaines beneficially owns 2,335,442 common shares representing 6.81%, with the holdings reported as of 12/31/2025.
The filing lists voting and dispositive powers: Springhouse entities report shared voting and dispositive power over 2,146,622 shares while Mr. Gaines reports 188,820 shares of sole voting and dispositive power and shared power over 2,146,622 shares. The amendment is signed by Brian Gaines on 02/24/2026.
Barnes & Noble Education, Inc. will hold its 2025 annual stockholder meeting as a virtual-only event on March 10, 2026 at 10:00 a.m. Eastern via www.virtualshareholdermeeting.com/BNED2025. Stockholders of record at the close of business on February 2, 2026, when 34,294,569 common shares were outstanding, may vote.
Stockholders are asked to elect six directors, approve on an advisory basis named executive officer pay, ratify BDO USA, P.C. as independent auditors for the fiscal year ending May 2, 2026, and authorize potential adjournment to solicit more proxies. The Board unanimously recommends voting FOR all four proposals.
The filing highlights governance practices such as annual director elections, fully independent key committees, separation of CEO and Chair roles, and an active strategy and operational review committee. It also outlines ESG initiatives, diversity on the Board, and detailed compensation structures emphasizing performance-based equity, including multi-year performance stock units tied to share price milestones and recent leadership transitions in the CEO, CFO and legal roles.
Barnes & Noble Education reported higher sales and improved year-to-date profitability for the fiscal quarter ended November 1, 2025. Total sales for the 13-week period rose to $644.4 million from $602.1 million a year earlier, driven by course materials and rental revenue. Quarterly net income was $25.0 million, down from $43.2 million, with basic earnings per share of $0.73.
For the 26-week year-to-date period, sales increased to $932.6 million from $865.6 million, and the company moved to a $6.7 million net profit from a $60.8 million loss in the prior year. Operating cash flow was a small outflow of $1.4 million, a sharp improvement from a $96.1 million outflow. Interest expense declined as the company benefited from prior balance sheet deleveraging and a new revolving $325 million credit facility, with $122.5 million outstanding at quarter end.
Barnes & Noble Education, Inc. reported a narrower net loss for the 13 weeks ended August 2, 2025 as sales grew and one-time debt costs fell. Total sales rose to $288.2 million from $263.4 million, driven largely by its BNC First Day® course-material programs, where sales increased to $114.4 million from $81.4 million, a 40.5% gain.
Gross profit improved to $55.4 million, but higher selling and administrative expenses kept the company in an operating loss of $23.2 million. Net loss shrank to $18.3 million, or $(0.54) per share, compared with a loss of $103.9 million, or $(7.69) per share, a year earlier that included a large loss on extinguishment of debt.
Operating cash flow remained negative at $(67.6) million, reflecting seasonal inventory builds and higher receivables tied to institutional billing. The balance sheet showed $950.8 million of total assets, $694.4 million of total liabilities, and $256.5 million of stockholders’ equity, with long-term borrowings of $170.0 million under a credit facility maturing in 2028. The company has completed a previously disclosed restatement of earlier financial statements and continues to emphasize First Day® growth within its single reportable segment.
Barnes & Noble Education, Inc. reported that it has released financial results for its fiscal second quarter ended November 1, 2025. The company furnished this information through a press release and related financial tables, which are attached as exhibits to the report.
The company highlights forward-looking statements about its strategic positioning, growth of its BNC First Day® course material programs, trends in revenue and gross profit, expense discipline, Adjusted EBITDA, interest costs, and capital spending. It emphasizes that actual results may differ materially due to factors such as its debt levels, liquidity needs, contract renewals for managed bookstores and online stores, competitive pressures, changes in college enrollment and funding, technology shifts including artificial intelligence in educational content, cybersecurity and technology disruptions, and changes in laws and regulations.
The filing directs readers to the company’s most recent annual report for a more detailed discussion of risks and notes that the financial results information in this report and its exhibits is being provided on a furnished, rather than filed, basis under securities laws.
Barnes & Noble Education, Inc. reported that it has released its financial results for the fiscal fourth quarter and full year ended May 3, 2025. The company disclosed these results through a press release dated December 23, 2025, and accompanying financial statements with non-GAAP reconciliation tables.
The report explains that these earnings materials are furnished, not filed, which means they are not subject to certain liability provisions under securities laws unless specifically incorporated into other documents. Investors looking for detailed revenue, profit, and cash flow figures would need to review the attached press release and financial tables referenced in the exhibits.