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Barnes & Noble Education, Inc. (BNED) SEC Filings, Feb-Mar 2026

BNED NYSE

Barnes & Noble Education filings document the company’s campus retail and education-services business, including operating results, seasonality, BNC First Day program activity, general merchandise performance, and financial measures reported through Form 10-K, Form 10-Q, and Form 8-K disclosures.

The company’s regulatory record also covers restated financial statements, non-reliance determinations, late-filing notices, internal-investigation findings related to digital sales cost accounting, and current-report exhibits for earnings releases. Proxy and annual-meeting filings document board elections, executive compensation votes, auditor ratification, shareholder voting mechanics, governance practices, and common-stock matters.

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Warren Denise reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Denise Warren received a grant of 23,867 shares of Common Stock in the form of restricted stock units as compensation. The RSUs vest on the earlier of one year from grant or the company’s next annual stockholder meeting. After this award, Warren directly holds 44,415 shares. She has elected to defer settlement and receipt of the vested shares until a date specified in her deferral election, meaning she will not receive the underlying stock until that chosen time.

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Singer Eric reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education director Eric Singer reported receiving a grant of 23,867 shares of common stock as a restricted stock award. These shares will vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders.

Following the grant, Singer holds 156,738 shares directly and 11,208,746 shares indirectly through Toro 18 Holdings LLC and related entities, reflecting a significant equity position associated with his role in a Section 13(d) group that collectively owns over 10% of the company’s common stock.

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HOFFMAN EMILY reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Emily Hoffman received a grant of 23,867 shares of common stock as a stock award, with no cash paid per share. These are restricted shares that will vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders.

After this grant, Hoffman directly holds a total of 51,738 shares of common stock. She is also part of a Section 13(d) group that collectively owns more than 10% of the company’s common stock, though she disclaims beneficial ownership of shares held by other group members except for any pecuniary interest.

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WALKER KATHRYN EBERLE reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Kathryn Eberle Walker received a grant of 23,867 restricted stock units (RSUs) of Common Stock on March 11, 2026. Each RSU represents the right to receive one share of the company’s common stock.

The RSUs vest on the earlier of one year from the grant date or the company’s next annual meeting of stockholders. Following this award, Walker directly holds 44,415 shares of Barnes & Noble Education common stock.

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Madnani Sean V reported acquisition or exercise transactions in this Form 4 filing.

Barnes & Noble Education, Inc. director Sean V. Madnani received a grant of 23,867 restricted stock units (RSUs), each representing one share of common stock.

The RSUs vest on the earlier of one year from grant or the next annual stockholders meeting, and settlement has been deferred. Following this award, he holds 51,738 shares directly.

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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.

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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.

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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.

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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.

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FAQ

How many Barnes & Noble Education (BNED) SEC filings are available on StockTitan?

StockTitan tracks 63 SEC filings for Barnes & Noble Education (BNED), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Barnes & Noble Education (BNED)?

The most recent SEC filing for Barnes & Noble Education (BNED) was filed on March 13, 2026.