BNED enters $40M at-the-market equity offering with BTIG

Barnes & Noble Education, Inc.

Up to $40M of common stock can be sold via ATM program; BTIG acts as sales agent.
BTIG receives 2% commission on gross sales plus 50% of out-of-pocket expenses.
Sales are under the Company's effective shelf registration statement filed Dec 11, 2024.
Company controls sale parameters (volume, timing, minimum price) and has no obligation to sell.
Agreement includes customary termination rights for material adverse changes.

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