Barnes & Noble Education (BNED): Schedule 13G ownership filing. Springhouse Capital (U.S.), L.P., Springhouse Capital Management, L.P., Springhouse Asset Management LLC, Springhouse Capital Management G.P., LLC, and Brian Gaines reported beneficial ownership in BNED common stock.
The Springhouse entities each reported 1,729,587 shares, representing 5.08% of the class, with shared voting and dispositive power over those shares. Brian Gaines reported an aggregate 1,901,907 shares (including 172,320 shares over which he has sole voting and dispositive power), representing 5.58% of the class. The filing identifies the date of event as 09/30/2025 and certifies the holdings were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.
Positive
None.
Negative
None.
Insights
Passive 13G discloses >5% BNED stake by Springhouse/Gaines.
This is a Schedule 13G, indicating a passive ownership position. The Springhouse entities report 1,729,587 shares (5.08%) with shared voting and dispositive power, while Brian Gaines reports 1,901,907 shares (5.58%), including 172,320 with sole power.
The certification states the securities were acquired and are held in the ordinary course and not to change or influence control. Any trading or governance impact depends on future holder actions not described here.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Barnes & Noble Education, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
06777U200
(CUSIP Number)
09/30/2025
(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
1,729,587.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,729,587.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,587.00
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)
5.08 %
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
1,729,587.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,729,587.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,587.00
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)
5.08 %
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
1,729,587.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,729,587.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,587.00
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)
5.08 %
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
172,320.00
6
Shared Voting Power
1,729,587.00
7
Sole Dispositive Power
172,320.00
8
Shared Dispositive Power
1,729,587.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,901,907.00
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)
5.58 %
12
Type of Reporting Person (See Instructions)
IN
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
1,729,587.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,729,587.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,587.00
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) Brian Gaines
(v) Springhouse Capital Management G.P., LLC ("General Partner")
(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. (the "Fund") - Delaware limited partnership
(ii) Springhouse Capital Management, L.P. ("Management") - Delaware limited partnership
(iii) Springhouse Asset Management LLC ("General Partner") - Delaware limited liability company
(iv) Brian Gaines - United States Citizen
(v) Springhouse Capital Management G.P., LLC ("General Partner") - Delaware Limited Liability Company
(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. (the "Fund") - 1729587
(ii) Springhouse Capital Management, L.P. ("Management") - 1729587
(iii) Springhouse Asset Management LLC ("General Partner") - 1729587
(iv) Brian Gaines - 1901907
(v) Springhouse Capital Management G.P., LLC ("General Partner") - 1729587
(b)
Percent of class:
(i) Springhouse Capital (U.S.), L.P. (the "Fund") - 5.08 %
(ii) Springhouse Capital Management, L.P. ("Management") - 5.08 %
(iii) Springhouse Asset Management LLC ("General Partner") - 5.08 %
(iv) Brian Gaines - 5.58 %
(v) Springhouse Capital Management G.P., LLC ("General Partner") - 5.08 %
(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. (the "Fund") - 0
(ii) Springhouse Capital Management, L.P. ("Management") - 0
(iii) Springhouse Asset Management LLC ("General Partner") - 0
(iv) Brian Gaines - 172320
(v) Springhouse Capital Management G.P., LLC ("General Partner") - 0
(ii) Shared power to vote or to direct the vote:
(i) Springhouse Capital (U.S.), L.P. (the "Fund") - 1729587
(ii) Springhouse Capital Management, L.P. ("Management") - 1729587
(iii) Springhouse Asset Management LLC ("General Partner") - 1729587
(iv) Brian Gaines - 1729587
(v) Springhouse Capital Management G.P., LLC ("General Partner") - 1729587
(iii) Sole power to dispose or to direct the disposition of:
(i) Springhouse Capital (U.S.), L.P. (the "Fund") - 0
(ii) Springhouse Capital Management, L.P. ("Management") - 0
(iii) Springhouse Asset Management LLC ("General Partner") - 0
(iv) Brian Gaines - 172320
(v) Springhouse Capital Management G.P., LLC ("General Partner") - 0
(iv) Shared power to dispose or to direct the disposition of:
(i) Springhouse Capital (U.S.), L.P. (the "Fund") - 1729587
(ii) Springhouse Capital Management, L.P. ("Management") - 1729587
(iii) Springhouse Asset Management LLC ("General Partner") - 1729587
(iv) Brian Gaines - 1729587
(v) Springhouse Capital Management G.P., LLC ("General Partner") - 1729587
Item 5.
Ownership of 5 Percent or Less of a Class.
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)(K), so indicate under Item 3(k) 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.
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
