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.
Positive
None.
Negative
None.
Insights
Springhouse group holds just over 6% while the reporting individual holds 6.81% (as of 12/31/2025).
The filing shows consolidated beneficial ownership across related Springhouse entities of 2,146,622 shares (6.26%) and an aggregate position reported for Brian Gaines of 2,335,442 shares (6.81%). Voting/dispositive schedules indicate most power is shared among the Springhouse entities while Mr. Gaines separately reports 188,820 shares of sole voting and dispositive power.
These figures are baseline ownership disclosures as of 12/31/2025; subsequent filings would be needed to show trading activity or changes. Cash‑flow treatment and transaction timing are not included in this excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Barnes & Noble Education, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
06777U200
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
06777U200
1
Names of Reporting Persons
Springhouse Capital (U.S.), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,146,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,146,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,622.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.26 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
06777U200
1
Names of Reporting Persons
Springhouse Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,146,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,146,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,622.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.26 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
06777U200
1
Names of Reporting Persons
Springhouse Asset Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,146,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,146,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,622.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.26 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
06777U200
1
Names of Reporting Persons
Springhouse Capital Management G.P., LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,146,622.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,146,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,622.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.26 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
06777U200
1
Names of Reporting Persons
Brian Gaines
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
188,820.00
6
Shared Voting Power
2,146,622.00
7
Sole Dispositive Power
188,820.00
8
Shared Dispositive Power
2,146,622.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,335,442.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
(i) Springhouse Capital (U.S.), L.P. (the "Fund")
(ii) Springhouse Capital Management, L.P. ("Management")
(iii) Springhouse Asset Management LLC ("General Partner")
(iv) Springhouse Capital Management G.P., LLC ("General Partner")
(v) Brian Gaines
(b)
Address or principal business office or, if none, residence:
18 Burr Farms Road, Westport, Connecticut 06880
(c)
Citizenship:
(i) Springhouse Capital (U.S.), L.P. - Delaware Limited Partnership
(ii) Springhouse Capital Management, L.P. - Delaware Limited Partnership
(iii) Springhouse Asset Management LLC - Delaware Limited Liability Company
(iv) Springhouse Capital Management G.P., LLC - Delaware Limited Liability Company
(v) Brian Gaines - United States Citizen
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
06777U200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
(i) Springhouse Capital (U.S.), L.P. - 2,146,622
(ii) Springhouse Capital Management, L.P. - 2,146,622
(iii) Springhouse Asset Management LLC - 2,146,622
(iv) Springhouse Capital Management G.P., LLC - 2,146,622
(v) Brian Gaines - 2,335,442
(b)
Percent of class:
(i) Springhouse Capital (U.S.), L.P. - 6.26%
(ii) Springhouse Capital Management, L.P. - 6.26%
(iii) Springhouse Asset Management LLC - 6.26%
(iv) Springhouse Capital Management G.P., LLC - 6.26%
(v) Brian Gaines - 6.81%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Springhouse Capital (U.S.), L.P. - 0
(ii) Springhouse Capital Management, L.P. - 0
(iii) Springhouse Asset Management LLC - 0
(iv) Springhouse Capital Management G.P., LLC - 0
(v) Brian Gaines - 188,820
(ii) Shared power to vote or to direct the vote:
(i) Springhouse Capital (U.S.), L.P. - 2,146,622
(ii) Springhouse Capital Management, L.P. - 2,146,622
(iii) Springhouse Asset Management LLC - 2,146,622
(iv) Springhouse Capital Management G.P., LLC - 2,146,622
(v) Brian Gaines - 2,146,622
(iii) Sole power to dispose or to direct the disposition of:
(i) Springhouse Capital (U.S.), L.P. - 0
(ii) Springhouse Capital Management, L.P. - 0
(iii) Springhouse Asset Management LLC - 0
(iv) Springhouse Capital Management G.P., LLC - 0
(v) Brian Gaines - 188,820
(iv) Shared power to dispose or to direct the disposition of:
(i) Springhouse Capital (U.S.), L.P. - 2,146,622
(ii) Springhouse Capital Management, L.P. - 2,146,622
(iii) Springhouse Asset Management LLC - 2,146,622
(iv) Springhouse Capital Management G.P., LLC - 2,146,622
(v) Brian Gaines - 2,146,622
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Springhouse Capital report in BNED?
Springhouse-related entities report beneficial ownership of 2,146,622 shares, equal to 6.26%. The filing attributes shared voting and dispositive power over those 2,146,622 shares and is dated 12/31/2025.
How many BNED shares does Brian Gaines report owning?
Brian Gaines reports beneficial ownership of 2,335,442 shares, equal to 6.81%. He reports 188,820 shares of sole voting and dispositive power and shared power over 2,146,622 shares.
What voting power do the filers hold in BNED?
The Springhouse entities report shared voting power of 2,146,622 shares; Brian Gaines reports 188,820 sole voting shares plus shared voting power over 2,146,622 shares. The filing distinguishes sole vs shared authorities.
What date are the ownership figures reported as of in the Schedule 13G/A?
The ownership amounts are reported as of 12/31/2025. The amendment is signed and dated 02/24/2026, which records the attestation of the disclosed positions.
