Skillsoft (NYSE: SKIL) awards 47,500 RSUs to Chief Tech & Product Officer

Rhea-AI Filing Summary

Barbour Bernard reported acquisition or exercise transactions in this Form 4 filing.

Skillsoft Corp. reported that Chief Tech & Product Officer Bernard Barbour received a grant of 47,500 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the company’s Class A common stock.

The RSUs vest in four equal annual installments beginning on January 1, 2027, as long as Barbour remains continuously employed through each vesting date. This award increases his direct ownership stake through equity-based compensation that vests over time.

Insights

Equity Compensation Analyst

Routine RSU grant tied to long-term employment and alignment.

The filing shows 47,500 RSUs granted to Chief Tech & Product Officer Bernard Barbour as equity compensation. Each unit equals one Class A share, but delivery is contingent on future vesting conditions being met.

The RSUs vest in four equal annual installments starting on January 1, 2027, conditioned on continuous employment through each vesting date. This structure encourages management retention and long-term focus, while actual share delivery and potential dilution depend on Barbour remaining with the company and the units vesting over time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Barbour Bernard

(Last) (First) (Middle)

C/O SKILLSOFT CORP.

300 INNOVATIVE WAY, SUITE 2210

(Street)

NASHUA NH 03062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skillsoft Corp. [ SKIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Tech & Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/18/2026		A		47,500		(2)	(2)	Class A Common Stock	47,500	$0	47,500	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.

2. The restricted stock units vest in four equal annual installments beginning January 1, 2027, subject to the Reporting Person remaining continuously employed through each vesting date.

	/s/ John Frederick, as attorney-in-fact for Bernard Barbour	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Skillsoft (SKIL) report for Bernard Barbour?

Skillsoft reported that Chief Tech & Product Officer Bernard Barbour received a grant of 47,500 restricted stock units. Each RSU represents a contingent right to one share of Class A common stock, subject to vesting and continued employment conditions over several years.

How many restricted stock units did Skillsoft grant to its Chief Tech & Product Officer?

Skillsoft granted 47,500 restricted stock units to Chief Tech & Product Officer Bernard Barbour. These units are a form of equity compensation that can convert into Class A common shares if they vest according to the specified employment-based schedule starting in 2027.

When do Bernard Barbour’s Skillsoft RSUs reported on Form 4 begin vesting?

The RSUs begin vesting on January 1, 2027, in four equal annual installments. Vesting is conditioned on Bernard Barbour remaining continuously employed through each vesting date, so the units convert into shares gradually over time rather than immediately at grant.

What does each Skillsoft restricted stock unit represent in Bernard Barbour’s grant?

Each restricted stock unit represents a contingent right to receive one share of Skillsoft Class A common stock. The rights only become actual shares if vesting conditions are satisfied, tying Barbour’s potential ownership directly to his continued service with the company.

Is Bernard Barbour’s Skillsoft RSU transaction a purchase or an award?

The transaction is an award, not an open-market purchase. It is coded as a grant or other acquisition (Code A) of 47,500 restricted stock units, provided to Bernard Barbour as part of his compensation rather than bought with cash on the market.

How does the new RSU grant affect Bernard Barbour’s Skillsoft holdings?

Following the grant, Bernard Barbour is reported as directly holding 47,500 restricted stock units. These holdings will convert into Class A common shares only as the units vest over four years, aligning his potential equity stake with long-term employment at Skillsoft.