NYSE warns Skillsoft (NYSE: SKIL) after value and equity fall below $50M

Rhea-AI Filing Summary

Skillsoft Corp. has been notified by the New York Stock Exchange that it no longer meets a key continued listing standard. As of March 25, 2026, its 30‑day average market capitalization was below $50 million, and its last reported stockholders’ equity as of October 31, 2025 was also below $50 million, which violates Section 802.01B of the NYSE Listed Company Manual.

The company has up to 18 months to cure these deficiencies, subject to NYSE approval of a business plan that must be submitted within 45 days of the notice. During this period, its common stock will remain listed and traded on the NYSE, with quarterly reviews. The filing emphasizes that the noncompliance does not affect day‑to‑day operations or SEC reporting.

Positive

• None.

Negative

• NYSE continued listing deficiency: Skillsoft’s 30‑day average market capitalization and last reported stockholders’ equity were each below $50 million, triggering noncompliance with Section 802.01B and introducing a formal risk of eventual NYSE delisting if not cured.
• Extended cure process under NYSE oversight: Although the company has up to 18 months to regain compliance, its status will be reviewed quarterly, adding ongoing listing uncertainty on top of already weak equity and market valuation metrics.

Insights

Equity & Listing Standards Analyst

NYSE noncompliance exposes Skillsoft to long-term delisting risk if it cannot rebuild market value and equity.

Skillsoft has fallen below the NYSE’s $50 million minimums for both 30‑day average market capitalization and stockholders’ equity as of October 31, 2025. This formally puts the company under Section 802.01B scrutiny, a clear signal that its equity base and market value have eroded.

The NYSE has granted up to an 18‑month cure period, contingent on acceptance of a business plan the company intends to submit within 45 days. While shares remain listed during this window, continued listing depends on quarterly reviews and demonstrable progress toward compliance.

For shareholders, the key issues are whether Skillsoft can strengthen stockholders’ equity and sustain a market capitalization at or above $50 million. Future SEC and NYSE-related disclosures will clarify if the business plan is accepted and whether the company moves back into compliance within the cure period.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

30-day average market capitalization threshold: $50 million Stockholders’ equity threshold: $50 million Cure period length: 18 months +3 more

6 metrics

30-day average market capitalization threshold $50 million Minimum required under NYSE Section 802.01B; Skillsoft was below this level as of March 25, 2026

Stockholders’ equity threshold $50 million Minimum required; last reported stockholders’ equity as of October 31, 2025 was below this level

Cure period length 18 months Maximum time allowed by NYSE for Skillsoft to regain compliance with Section 802.01B

Business plan deadline 45 calendar days Period from receipt of NYSE notice in which Skillsoft intends to submit its business plan

Notice date March 26, 2026 Date NYSE notified Skillsoft of noncompliance with Section 802.01B

Press release date March 30, 2026 Date Skillsoft publicly announced receipt of the NYSE noncompliance notice

Key Terms

Section 802.01B, market capitalization, stockholder’s equity, continued listing standards, +2 more

6 terms

Section 802.01B regulatory

"not in compliance with Section 802.01B of the NYSE Listed Company Manual"

market capitalization financial

"the Company’s 30 trading-day average market capitalization was less than $50 million"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

stockholder’s equity financial

"its last reported stockholder’s equity as of October 31, 2025 was less than $50 million"

The portion of a company’s value that belongs to its owners after paying all debts—calculated as what the company owns minus what it owes. For investors, it’s like the balance left in a household after selling everything and settling bills: a larger, growing amount generally signals a healthier financial cushion, potential support for dividends, and a measure of the company’s underlying net worth per share.

continued listing standards regulatory

"notice of noncompliance with the NYSE's continued listing standards"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

cure period regulatory

"within the 18-month cure period"

A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.

forward-looking statements regulatory

"contains statements that are forward-looking statements within the meaning of"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

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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): March 26, 2026

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38960	83-4388331
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (Zip Code)

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	SKIL	New York Stock Exchange

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 26, 2026, Skillsoft Corp. (“Skillsoft” or the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) notifying the Company that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual (“Manual”) because as of March 25, 2026, the Company’s 30 trading-day average market capitalization was less than $50 million and its last reported stockholder’s equity as of October 31, 2025 was less than $50 million. The Company has a period of 18 months to cure the market capitalization and/or stockholder’s equity deficiencies, subject to the NYSE's approval of the Company’s business plan to demonstrate its ability to regain compliance with the applicable requirements within the 18-month cure period.

The Company intends to timely notify the NYSE that it will submit a business plan within 45 calendar days from receipt of the Notice to cure the market capitalization and/or stockholder’s equity deficiencies in order to return to compliance with the NYSE’s continued listing standards. The Company intends to consider all available alternatives to cure the listing compliance deficiencies identified by the NYSE.

Pursuant to NYSE rules, the Company’s common stock will continue to be listed and traded on the NYSE during the cure periods outlined above, subject to quarterly review by the NYSE and the Company’s compliance with other NYSE continued listing requirements. The current noncompliance with the standards described above does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission (the “SEC”).

Item 7.01 Regulation FD Disclosure.

As required by Section 802.02 of the NYSE Listed Company Manual, the Company issued a press release on March 30, 2026, announcing that it had received the notice of noncompliance with the NYSE's continued listing standards. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing.

Forward Looking-Statements

This Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as “assumes,” “may,” “should,” “could,” “will,” “expects,” “expected,” “seeks to,” “anticipates,” “plans,” “believes,” “estimates,” “foresee,” “intends,” “guidance,” “predicts,” “projects,” “projecting,” “potential,” “targeting,” “will likely result,” or “continue,” or the negative of such terms and other comparable terminology. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Skillsoft’s control, including, without limitation, future fluctuations in the Company’s market capitalization and stockholders’ equity; its ability to submit a required business plan, the NYSE's acceptance of such plan, and our ability to regain compliance with the Manual and maintain a listing of the Company’s common stock on NYSE. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, risks, and uncertainties discussed in Skillsoft’s SEC filings and reports. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated March 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 30, 2026         

	SKILLSOFT CORP.
	By:	/s/ John Frederick
		Chief Financial Officer

Exhibit 99.1

Press Release

Skillsoft Receives Continued Listing Standard Notice from NYSE

Boston, MA - March 30, 2026 – Skillsoft  (NYSE: SKIL) (“Skillsoft” or the “Company”) today announced that on March 26, 2026 it received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because its 30 trading-day average market capitalization was less than $50 million and its last reported stockholder’s equity as of October 31, 2025 was less than $50 million. The Company has a period of 18 months to cure the market capitalization and/or stockholder’s equity deficiencies, subject to NYSE’s approval of the Company’s business plan to demonstrate its ability to regain compliance with the applicable listing requirements within the 18-month cure period.

The Company intends to timely notify the NYSE that it will submit a business plan within 45 calendar days from receipt of the notice to cure the market capitalization and/or stockholder’s equity deficiencies in order to return to compliance with the NYSE's continued listing standards. The Company intends to consider all available alternatives to cure the listing compliance deficiencies identified by the NYSE.

Pursuant to NYSE rules, the Company’s common stock will continue to be listed and traded on the NYSE during the cure period outlined above, subject to quarterly review by the NYSE and the Company’s compliance with other NYSE continued listing criteria. The current noncompliance with the standards described above does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

About Skillsoft

Skillsoft (NYSE: SKIL) is a global leader in AI-native skills management for the human + AI era. By unifying learning, real-time skills intelligence, and workforce insights, Skillsoft helps enterprises build their Skillforce™ — humans and AI working together to drive measurable business outcomes. Through personalized, interactive learning across leadership, technology, and compliance, Skillsoft enables organizations to close critical skill gaps and accelerate transformation. Skillsoft is trusted by thousands of organizations worldwide, including 60% of the Fortune 1000, and supports a global community of more than 105 million learners. Learn more at skillsoft.com.

Investors  

Ross Collins 

SKIL@alpha-ir.com

Media

Vito Gallo

vito.gallo@skillsoft.com 

Cautionary Notes Regarding Forward Looking Statements

This document 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, which are intended to be covered by the safe harbors created by those laws. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, are forward-looking statements and may be based on current expectations, estimates, or projections about our industry, management’s beliefs, or certain assumptions made by management. Also, when we use words such as “may”, “will”, “would”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “seek”, “outlook”, “goal”, “probably”, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties, and we caution you against unduly relying on these forward-looking statements.

Factors that could cause or contribute to such differences include those described under “Risk Factors” in our Form 10-K for the fiscal year ended January 31, 2025, and subsequent periodic reports. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in our other periodic filings with the Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statements contained herein, except as required by law.

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 incorrect, and actual results or outcomes may vary materially from those projected in, or implied by, such forward-looking statements.

FAQ

What NYSE standard did Skillsoft (SKIL) fail to meet?

Skillsoft failed to meet Section 802.01B of the NYSE Listed Company Manual, which requires a minimum 30‑day average market capitalization of $50 million and stockholders’ equity of $50 million. Both its market cap and last reported equity fell below that $50 million threshold.

How long does Skillsoft (SKIL) have to regain NYSE compliance?

Skillsoft has up to 18 months to cure its NYSE deficiencies. This period begins from the March 26, 2026 notice date and is subject to NYSE approval of a detailed business plan showing how it will restore required market capitalization and stockholders’ equity.

Will Skillsoft (SKIL) shares remain listed on the NYSE during the cure period?

Yes. Skillsoft’s common stock will continue to be listed and traded on the NYSE during the cure period. The exchange will conduct quarterly reviews, and the company must continue meeting all other applicable NYSE continued listing criteria to maintain its listing.

What steps does Skillsoft (SKIL) plan to take after the NYSE notice?

Skillsoft intends to notify the NYSE that it will submit a business plan within 45 calendar days of the notice. The plan is meant to address low market capitalization and stockholders’ equity and demonstrate a credible path to regaining compliance within the 18‑month cure period.

Does the NYSE noncompliance notice affect Skillsoft’s operations or SEC reporting?

The company states the NYSE noncompliance does not affect its ongoing business operations or SEC reporting obligations. Skillsoft continues to operate normally while working through the NYSE’s cure process and preparing the business plan needed to restore listing compliance.

Why did Skillsoft (SKIL) issue a press release about the NYSE notice?

Skillsoft issued a press release, furnished as Exhibit 99.1, because NYSE rules require public disclosure of continued listing standard notices. The release informs investors that the company is below the $50 million thresholds and outlines the 18‑month cure period and planned business plan submission.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB