false
0001774675
0001774675
2026-05-20
2026-05-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2026
Skillsoft Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38960
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83-4388331
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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300 Innovative Way, Suite 2210
Nashua, NH 03062
(Address of principal executive offices)
(603) 324-3000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange on which registered
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Class A common stock, $0.0001 par value per share
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SKIL
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On May 20, 2026, Skillsoft Corp., a Delaware corporation (“Skillsoft”), entered into a Sale and Purchase Agreement, (the “SPA”), by and between GK Holdings, Inc, a Delaware corporation and wholly-owned subsidiary of Skillsoft (“Seller”) and EHJob GP LLC, a Delaware limited liability company (“Purchaser”), pursuant to which, and subject to the terms and conditions set forth therein, Seller has agreed to sell, and Purchaser has agreed to purchase, all of the issued and outstanding limited liability company interests of Global Knowledge Training LLC, a Delaware limited liability company (the “Company”), (the “Transaction”). The Company operates Skillsoft’s Global Knowledge business, which provides instructor-led training delivered both in-person and virtually.
Pursuant to the terms of the SPA, at the closing of the Transaction, Seller shall be entitled to initial consideration of an amount equal to $10,000,000, subject to adjustment as set forth in the SPA, including adjustments based on the estimated working capital (including cash) and indebtedness of the Company and its direct and indirect subsidiaries (collectively, the “Transferred Companies”) as of immediately prior to the closing date. This closing payment of $10,000,000 is to be funded by the Company’s cash, a seller note issued by the Company to Skillsoft and/or third-party financing obtained by the Purchaser. The seller note, which is payable to Skillsoft on July 31, 2026 (with $2,000,000 of the principal amount extendable to October 31, 2026), will be secured by the Company’s cash and accounts receivable.
In addition, commencing nine months after the closing of the Transaction, Seller will also be entitled to deferred consideration in an aggregate amount of $10,000,000, less approximately $2,000,000 related to long-term employee liabilities, payable in five equal quarterly installments, subject to certain off-set rights. While the ultimate collectability of the purchase consideration is subject to the operations of the divested business and its ability to obtain suitable third-party or Seller financing, the Purchaser’s obligation to pay the deferred consideration will be guaranteed by the Company and secured by the Transferred Companies’ intellectual property rights.
Skillsoft intends to use any net proceeds from the Transaction for general corporate purposes while also focusing resources on its core AI-native skills management platform. The transaction is subject to customary closing conditions, including regulatory approvals, and Skillsoft currently expects the transaction to close in the second fiscal quarter.
If, on or before the third anniversary of the closing of the Transaction, the Purchaser effects a sale, merger, recapitalization or similar transaction involving all or a material portion of the shares or the assets of the Transferred Companies, then the Purchaser is required to pay to the Seller an amount equal to 30% of the net sale proceeds or distributed sale proceeds of such transaction.
The SPA contains customary warranties by the parties, including, among others, with respect to the accounts of the Company, litigation, compliance with laws, intellectual property, material contracts, employment matters real estate and tax, many of which are qualified by materiality and the Seller’s awareness. The SPA also includes indemnities in respect of tax and certain compliance matters.
The SPA also contains pre-closing covenants of the parties, including, among others, obligations on the Seller to carry on the business in all material respects in the ordinary course and to refrain from taking certain specified actions without the prior consent of the Purchaser, subject to certain exceptions and qualifications. Additionally, the Seller has agreed not to solicit or participate in any proposal or transaction which would result in the acquisition of some or all of the shares of the Company or all or substantially all of the assets of the Group. The Seller is also restricted from soliciting the employment of any employees of the Transferred Companies for a period of 12 months from closing. The Purchaser has committed to certain post-closing covenants, including, among others, to procure the Transferred Companies continue to carry on business and that no Transferred Company pays any dividend to, or enters into non-arm’s length transaction with, the Purchaser until repayment of the seller note and full payment of the deferred consideration referred to above (subject to certain exceptions).
The consummation of the Transaction is subject to certain conditions, including: (i) certain fundamental warranties being true and accurate immediately prior to closing; (ii) no material adverse change having occurred in respect of the business of the Transferred Companies, (iii) a decision of the General Authority for Competition of Saudi Arabia clearing the Transaction or the applicable statutory review period having expired with no decision of such authority, (iv) the estimated cash position of the Transferred Companies being at least $8,000,000; and (v) confirmation that certain security over certain shares and assets of the Transferred Companies has been released.
In connection with the SPA, the parties will enter into certain other agreements, including (i) a transition services agreement, which provides for transitional services customary for transactions of this type, (ii) an up to $10,000,000 secured interest bearing seller note, to fund the Transaction closing consideration, unless the Purchaser obtains third party financing prior to closing, and (iii) a security agreement, providing for guaranty and security of the deferred consideration.
The foregoing description of the SPA is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the SPA, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On May 20, 2026, Skillsoft issued a press release announcing entry into the SPA, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 21, 2026, Skillsoft distributed a list of frequently asked questions, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to the anticipated benefits of the Transaction, the expected timeline for completing the Transaction, the anticipated consideration, our product development and planning, our pipeline, future capital expenditures and capital allocation, including with respect to Skillsoft’s core AI-native skills management platform, and our ability to successfully implement our plans, strategies, objectives, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements.
Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, in this report and in our other periodic filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this document represent our estimates only as of the date of this report and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date hereof. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this report, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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2.1*
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Sale and Purchase Agreement, dated May 20, 2026, by and between GK Holdings, Inc. and EHJob GP LLC.
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99.1
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Press Release, dated May 20, 2026.
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99.2
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Frequently Asked Questions, dated May 21, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 21, 2026
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SKILLSOFT CORP.
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By:
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/s/ Ronald W. Hovsepian
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Ronald W. Hovsepian
Executive Chair and Chief Executive Officer
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Exhibit 99.1
Skillsoft Announces Sale of Global Knowledge Business to
Enduring Ventures
Strategic transaction sharpens Skillsoft’s focus on its AI-native skills management platform, while preserving instructor-led training capabilities
through a strategic partnership
BOSTON, Mass. — May 20, 2026 — Skillsoft (NYSE: SKIL) (“Skillsoft” or “the Company”), a leading AI-native skills management platform, today announced that it has entered into a definitive agreement to sell its Global Knowledge instructor-led training (“ILT”) business to an affiliate of Enduring Ventures (the “Buyer”). The transaction follows a comprehensive strategic assessment and represents a significant milestone in Skillsoft’s transformation.
Skillsoft expects the transaction to deliver three primary strategic benefits:
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Increased Focus: Allows Skillsoft to focus on scaling its AI-native skills management platform, including investments in content, technology, and AI-driven learning solutions.
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Simplified Operating Model: Streamlines operations and enhances management focus on higher growth, higher-margin opportunities and improving growth, earnings, and free cash flow.
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Continued Customer Value: Skillsoft expects to maintain a strategic partnership with Global Knowledge following the transaction. Skillsoft customers would retain access to high-quality instructor-led training. Global Knowledge customers would retain access to the Skillsoft platform. Both organizations are committed to delivering integrated, multimodal learning experiences to their respective customer bases.
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“Following a comprehensive strategic review, we determined that this transaction is the right step to further sharpen our focus and accelerate Skillsoft’s transformation,” said Ron Hovsepian, Chief Executive Officer of Skillsoft. “This strengthens our ability to concentrate investment, innovation, and resources on our AI-native skills management platform, where we see the greatest opportunity to help organizations build workforce readiness, close critical skill gaps, and drive measurable business outcomes.”
Hovsepian continued, “We expect the deal to be immediately accretive to growth rates, earnings, and cash flow. Our customers are under immense pressure to build AI-ready workforces, and we are now in a stronger position to meet that demand.”
Sieva Kozinsky, Managing Partner of Enduring Ventures, commented, “Global Knowledge is the gold standard in technology and IT training, with a 30-year track record helping organizations upskill their technical workforce. We're acquiring it because we believe that mission is more relevant today than ever. The pace of AI-driven change means that continuous, expert-led training isn't a nice-to-have, it's a competitive necessity. We look forward to building Global Knowledge through the next chapter, along with our continued partnership with Skillsoft, providing our common customers with the best in skills development through multi-modal learning.”
Transaction Details
Pursuant to the terms of the agreement, at the closing of the transaction, Skillsoft will be entitled to initial consideration of an amount equal to $10 million, subject to adjustment as set forth in the agreement, including adjustments based on the estimated working capital (including cash) and indebtedness of Global Knowledge as of immediately prior to the closing date. This initial purchase consideration of $10 million is to be funded by Global Knowledge’s cash, a seller note issued by Global Knowledge to Skillsoft and/or third-party financing obtained by the Buyer. The seller note, which is payable to Skillsoft on July 31, 2026 (with $2 million of the principal amount extendable to October 31, 2026), will be secured by Global Knowledge’s cash and accounts receivable.
Commencing nine months after the closing of the transaction, Skillsoft will also be entitled to deferred consideration in an aggregate amount of $10 million, less approximately $2 million related to long-term employee liabilities, payable in five equal quarterly installments, subject to certain off-set rights. While the ultimate collectability of the purchase consideration is subject to the operations of the divested business and its ability to obtain suitable third-party or seller financing, the Buyer’s obligation to pay the deferred consideration will be guaranteed by Global Knowledge and secured by Global Knowledge’s intellectual property rights.
The transaction is subject to customary closing conditions, including regulatory approvals, and we currently expect the transaction to close in the second fiscal quarter.
Advisors
Jefferies LLC acted as exclusive financial advisor to Skillsoft. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Skillsoft.
About Skillsoft
Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com.
Forward-Looking Statements
This press release includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to the anticipated benefits of the Global Knowledge transaction, the expected timeline for completing the transaction, the anticipated consideration, expectations regarding the strategic partnership with Global Knowledge and the ability of Skillsoft customers to access ILT offerings pursuant thereto, our product development and planning, our pipeline, future capital expenditures and capital allocation, and our ability to successfully implement our plans, strategies, objectives, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements.
Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, in this document and in our other periodic filings with the Securities and Exchange Commission ("SEC"). The forward-looking statements contained in this document represent our estimates only as of the date of this press release and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date hereof.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this press release, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements.
Investor Contact
Ross Collins
SKIL@alpha-ir.com
Media Contact
Skillsoft PR
PR@skillsoft.com
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Exhibit 99.2
Skillsoft Divestiture of Global Knowledge – Frequently Asked Questions
Dated: May 21, 2026
Deal Economics
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Question: Can you explain the expected payments terms of the transaction? What are the expected net proceeds?
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Response: The final payments due to Skillsoft, and ultimate collectability of the consideration, will depend on a variety of factors, including the closing balance sheet. At this time, we currently expect proceeds, net of cash divested and before anticipated transaction costs, of between $5 million and $8 million over a period of approximately two years.
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Question: How will the transaction impact the company’s FY27 free cash flow and liquidity? How much do you expect transaction and other one-time costs to be?
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Response: We plan to update investors on the expected impact of the transaction on free cash flow during our Q1 earnings release.
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Question: Are there any earnouts or other provisions that might increase net proceeds?
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Response: The transaction includes a provision whereby Skillsoft would be entitled to 30% of the net sale proceeds or distributed sale proceeds to Enduring Ventures investors in the event Global Knowledge is sold within three years of the transaction date under certain circumstances.
Deal Timing & Certainty
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Question: When do you expect the transaction to close?
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Response: While the timing of the transaction closing is subject to customary closing conditions, including a regulatory approval that we do not control, we expect the transaction to close before the end of the second fiscal quarter.
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Question: What risks are there to getting the deal closed? What regulatory approvals are needed? When do you expect the deal to close?
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Response: - The primary item required for the deal to close is a customary antitrust review in Saudi Arabia. The proposed transaction also includes a material adverse change provision and other customary closing conditions. While we expect the transaction to close before the end of the second fiscal quarter, risks beyond our control exist and there can be no assurance that the transaction will ultimately close.
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Question: What happens if you do not receive regulatory approval or can’t close for any other reason?
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Response: In the event the transaction did not close, we would once again explore all strategic alternatives available.
Strategic Partnership with Enduring
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Question: You’ve mentioned the importance of maintaining an Instructor-Led Training capability. Does selling GK to an affiliate of Enduring Ventures accomplish this objective?
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Response: Yes, at close we will have an agreement with Enduring Ventures to resell each other's solutions to help ensure Skillsoft customers continue to have access to ILT offerings as part of integrated, multimodal learning experiences.
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Questions: What does the partnership agreement look like in terms of access/duration?
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Response: There are pre-existing agreements between Skillsoft and Global Knowledge to do business with one another. Those agreements are expected to continue after the divestiture closes and contemplates customary revenue sharing arrangements.
Capital Allocation, Financials, & Forward Outlook
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Question: How do you plan to deploy the proceeds from this transaction? Will they be used for debt reduction, reinvestment in Skillsoft, share repurchases, etc.?
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Response: With the phasing of payments over approximately two years, we do not expect proceeds to have a material impact on our short-term liquidity.
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Question: Will you provide restated historical financials for the Company to support modeling?
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Response: Yes, we expect to qualify for discontinued operations presentation in Q1 and will therefore report only the result of our Talent Development Solutions, or TDS, segment in continuing operations for both historical and prospective periods which will provide comparative financial context for our results.
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3.
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Question: How does the sale impact your long-term debt position and ability to refinance?
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Response:
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We expect the sale of Global Knowledge will be immediately accretive to our leverage ratio by eliminating the negative EDITDA recently reported by that business.
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Global Knowledge related revenue has declined in recent years, and we believe the removal of that as a result of treating the sale as a discontinued operation for accounting purposes as is required under Generally Accepted Accounting Principles (GAAP) will eliminate the limitations on revenue growth caused by the Global Knowledge business.
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We believe a simplified, more focused Skillsoft will be more attractive to prospective lenders as we look to address July 2028 debt maturities.
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4.
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Question: Will there be any stranded costs, and how much of that can you eliminate over time?
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Response: Yes, there are stranded costs that we currently can expect to eliminate over time, after the conclusion of the transition services agreement, such that we plan to enter FY28 with an optimized cost structure. We currently estimate these costs to be approximately $5 million.
