Skillsoft Corp 8-K Filings

Skillsoft Corp. (SKIL) reported that director Helena B. Foulkes has resigned from its Board of Directors and from all Board committees on which she served, effective August 31, 2026. She has been a director since June 2021 and served on the Audit Committee, Talent and Compensation Committee, and Nominating and Governance Committee.

Skillsoft states that Ms. Foulkes’ resignation did not result from any disagreement with the company or its management regarding financials, operations, policies, or practices. The filing does not announce a replacement director or other governance changes.

Skillsoft Corp. completed the sale of all equity interests in Global Knowledge Training LLC, its instructor-led training business, to an affiliate of Enduring Ventures on July 6, 2026. The buyer will provide consideration consisting of approximately $5.4 million of initial consideration, subject to post-closing adjustments, and deferred consideration of $10.0 million less about $2.0 million related to long-term employee liabilities, paid in five equal quarterly installments starting nine months after closing and subject to offset rights.

The initial amount is funded via a seller note due July 31, 2026, with part of the principal potentially extendable to October 31, 2026, secured by the sold company’s cash and receivables. Deferred consideration is guaranteed by the company and secured by its intellectual property. Skillsoft is also entitled to 30% of net or distributed proceeds if the Transferred Companies are sold or similarly transacted within three years. Unaudited pro forma financials reclassify Global Knowledge as discontinued operations and show continuing-operations revenue of $403.7 million and a net loss from continuing operations of $84.4 million for the year ended January 31, 2026.

Skillsoft Corp. announced that the New York Stock Exchange has accepted its business plan to regain compliance with NYSE continued listing standard 802.01B. The company had previously fallen out of compliance because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and stockholders’ equity was also below $50 million.

Under the accepted plan, Skillsoft has until September 26, 2027 to regain compliance. Its common stock will continue trading on the NYSE during this cure period, subject to meeting other listing standards and quarterly NYSE monitoring. If Skillsoft does not meet the plan or the listing standards by the end of the cure period, NYSE suspension and delisting procedures may be initiated.

Skillsoft Corp. reported that stockholders approved a Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan at the 2026 Annual Meeting. The amendment adds 550,000 shares of Class A Common Stock to the plan, increasing the shares available for awards from 3,755,658 to 4,305,658.

Stockholders elected three Class II directors, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. The meeting had a quorum, with 7,459,043 of 8,955,077 eligible shares represented.

Skillsoft Corp. announced that Saudi Arabia’s General Authority for Competition has approved the previously announced sale of its Global Knowledge business. With this approval, all required regulatory clearances for the transaction have been obtained. The deal is still subject to customary closing conditions, and Skillsoft currently expects it to close in the second fiscal quarter.

Skillsoft Corp. reported results for the first quarter of fiscal 2027, ended April 30, 2026, and reiterated its full-year outlook. The company has reclassified its Global Knowledge (GK) segment as held for sale and discontinued operations, leaving Talent Development Solutions as its only reportable segment.

From continuing operations, total revenues were $94,498 (in thousands), down from $99,148 (in thousands) a year earlier, while income (loss) from continuing operations was $(18,695) (in thousands) versus $(29,627) (in thousands). Adjusted EBITDA was $26,640 (in thousands), with an adjusted EBITDA margin of 28.2%. Net income (loss), including discontinued operations, was $(43,114) (in thousands), or $(4.89) per basic and diluted share.

The company generated free cash flow of $25,439 (in thousands) and adjusted free cash flow (levered) of $32,665 (in thousands). Dollar retention rate (DRR) for the quarter was 105%, compared with 91% in the prior-year period, and LTM DRR was 98%. New Percipio platform customer agreements grew 67% quarter over quarter. For full fiscal 2027, Skillsoft reaffirmed revenue guidance of $388 million to $406 million, adjusted EBITDA of $108 million to $116 million, and TDS free cash flow of $14 million to $22 million.

Skillsoft Corp. appointed Ronald Kisling as Chief Financial Officer effective May 20, 2026, while former CFO John Frederick retired and will advise the company through September 4, 2026. Kisling brings over 40 years of finance experience, including CFO roles at Fastly, Fitbit, and other technology companies.

Under his offer letter, Kisling will receive a $500,000 annual base salary, a target annual bonus equal to 75% of salary (pro‑rated for fiscal 2027), a $200,000 cash signing bonus, and up to $15,000 in reimbursed legal fees. He is also eligible for 150,000 restricted stock units split between time‑based and performance‑based awards, plus a supplemental 30,000 performance‑based RSUs, all subject to vesting conditions.

If Skillsoft terminates Kisling without Cause or he resigns for Good Reason, he is entitled to 12 months of base salary continuation, continued benefits payments for up to 12 months, and certain bonus and equity vesting protections that increase following a Change in Control. Frederick will continue to receive his current base salary, benefits, continued equity vesting, a potential $125,000 retention bonus, and up to $10,000 in legal fee reimbursement during his transition period.

Skillsoft Corp. has agreed to sell its Global Knowledge instructor-led training business to an affiliate of Enduring Ventures under a Sale and Purchase Agreement. At closing, Skillsoft’s subsidiary is entitled to initial consideration of $10,000,000, funded by Global Knowledge’s cash, a seller note and/or third‑party financing.

Beginning nine months after closing, Skillsoft is also entitled to deferred consideration totaling $10,000,000, less approximately $2,000,000 of long‑term employee liabilities, payable in five equal quarterly installments, with payment obligations guaranteed and secured by Global Knowledge’s intellectual property. A seller note of up to $10,000,000 is due July 31, 2026, with $2,000,000 extendable to October 31, 2026.

Skillsoft expects net proceeds of $5–$8 million over about two years and plans to use them for general corporate purposes while concentrating on its AI‑native skills management platform. The deal is subject to customary conditions, including Saudi antitrust clearance, and is expected to close in the second fiscal quarter.

Skillsoft Corp. reported fourth-quarter and full-year fiscal 2026 results and issued fiscal 2027 guidance for its Talent Development Solutions (TDS) segment. Fourth-quarter revenue was $131 million versus $134 million a year earlier, with a net loss of $37 million compared to a $31 million loss. Adjusted EBITDA rose to $31 million, a 24% margin, from $30 million and a 22% margin, while free cash flow increased to $27 million from $13 million. For fiscal 2026, revenue was $513 million versus $531 million, and net loss widened to $140 million from $122 million. Full-year Adjusted EBITDA was $110 million with a 21% margin, and free cash flow was $6 million versus $12 million. For fiscal 2027, TDS segment guidance calls for revenue of $388–$406 million, Adjusted EBITDA of $108–$116 million, and free cash flow of $14–$22 million.

Skillsoft Corp. appointed Art Gilliland to its Board of Directors as a Class II director, effective March 25, 2026, filling a vacant seat. He will serve until the 2026 annual meeting, or until a successor is elected, and will sit on the Audit Committee while chairing the Talent and Compensation Committee.

Gilliland, a cybersecurity and enterprise software CEO, will receive an annual cash retainer of $50,000 for board service, $10,000 for Audit Committee service, and $25,000 for chairing the Talent and Compensation Committee, paid quarterly. He was granted 6,250 RSUs valued at $25,625 for expected service through the 2026 meeting and an additional 25,000 onboarding RSUs valued at $102,500 vesting in equal installments over three years, all subject to continued service. The Board has determined he is independent under NYSE and SEC standards.

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.

Skillsoft Corp. announced that it has released its financial results for the fiscal quarter ended October 31, 2025. The company reported these quarterly results in a press release dated December 10, 2025, which is furnished as an exhibit to this report rather than being formally filed, meaning it is provided for informational purposes.

Skillsoft also posted an earnings supplement presentation on its investor relations website on the same date, offering additional detail around the quarter’s performance and business trends. Together, the press release and presentation give investors a more complete view of the company’s recent operating results and financial condition, even though specific figures are contained in the accompanying materials rather than in this report.

Skillsoft Corp. announced that board member Lawrence H. Summers has resigned from its Board of Directors and all related committees, effective November 19, 2025. He had served on the Board since June 2021 and was a member of the Nominating and Governance Committee. The company stated that his resignation did not result from any disagreement with Skillsoft or its management on financial, operational, policy, or practice matters.

Skillsoft Corp. announced that director Fahd Beg plans to resign from the Board of Directors and its committees, effective when a replacement designated by MIH Learning B.V. is approved. The company states his decision is not due to any disagreement over financials, operations, policies, or practices and reflects MIH’s customary refresh of its nominees.

To fill the vacancy, the Board appointed Denis Nikolaev as a Class II director, effective upon Mr. Beg’s concurrent resignation, with a term running until the 2026 Annual Meeting of Stockholders or until a successor is elected and qualified. Mr. Nikolaev was nominated under MIH’s director designation rights in a prior subscription agreement and is currently a Managing Director in the Investments team at Prosus N.V. and Naspers Ltd., the indirect parent of MIH. He will not receive Board compensation at this time, has signed Skillsoft’s standard director indemnification agreement, and has been determined by the Board to be independent under company standards and New York Stock Exchange rules.

Skillsoft Corp. reported a leadership change. On October 21, 2025, Apratim Purakayastha resigned as GM, Talent Development Solutions, with the resignation effective October 24, 2025.

The company stated that his resignation was not due to any disagreement with Skillsoft regarding its operations, policies, or practices.

Skillsoft Corp. filed a current report to furnish its latest earnings materials. On September 9, 2025, the company issued a press release reporting financial results for the fiscal quarter ended July 31, 2025, which is attached as Exhibit 99.1.

The company also posted an earnings supplement presentation to its investor relations website the same day. Both the press release and presentation are furnished under the Exchange Act and are expressly stated as not being deemed “filed” unless specifically incorporated by reference.

Skillsoft Corp. updated its previous report to explain how often it will seek shareholder input on executive pay. At the July 17, 2025 annual meeting, stockholders advised that future advisory votes on named executive officer compensation should occur every year.

Following that recommendation and its own initial preference, the Board of Directors decided at its August 27, 2025 meeting to hold Say-on-Pay advisory votes annually. This annual schedule will remain in place until the next required shareholder vote on the frequency of Say-on-Pay, which must occur by the 2031 annual meeting.