Barnes & Noble Education, Inc. — fact timeline

Barnes & Noble Education, Inc. reported first nine months of fiscal 2026 results: revenue $1,447.7 million, net income $13.4 million.

“Revenue for the first nine months of fiscal 2026 was $1,447.7 million”

Barnes & Noble Education, Inc. reported fiscal third quarter ended January 31, 2026 results: revenue $515.1 million, net income $6.7 million.

“details, including registration information, will be provided in the coming weeks. Fiscal Third Quarter 2026 Financial Results Revenue for the fiscal third quarter of 2026 was $515.1 million, an increase of 11.3% compared to $462.8 million for the third quarter of fiscal 2025. Gross Comparable Store Sales increased by $33.8 million, or 7.2%, year-over-year. Revenues”

Barnes & Noble Education, Inc. received a nyse deficiency notice notice regarding late filing (rules 802.01E).

“August 4, 2025, Barnes & Noble Education, Inc. (the “Company”) received a notice of noncompliance (the “NYSE Notice”) from the New York Stock Exchange (“NYSE”) noting that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to the delayed filing of the Company’s Annual Report on Form 10-K for the fiscal year ended May 3, 2025 (the “Form 10-K”). As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on July 18, 2025, the Company was unable to file the Form 10-K within the prescribed period without unreasonabl”

Gary Luster was appointed as Senior Vice President, Chief Accounting Officer at Barnes & Noble Education, Inc..

“The Board of Directors of Barnes & Noble Education, Inc. (the “Company”) appointed Gary Luster, age 57, as Senior Vice President, Chief Accounting Officer, effective as of March 3, 2025.”

Michael Miller resigned as Executive Vice President, Corporate Development & Affairs, Chief Legal Officer and Secretary at Barnes & Noble Education, Inc..

“On September 23, 2024, Michael Miller provided notice of his resignation as the Company’s Executive Vice President, Corporate Development & Affairs, Chief Legal Officer and Secretary, effective immediately.”

Jonathan Shar was appointed as Chief Executive Officer at Barnes & Noble Education, Inc..

“Effective on June 11, 2024, the Board of Directors of the Company appointed Mr. Jonathan Shar, age 55, to the position of Chief Executive Officer.”

Michael P. Huseby resigned as Chief Executive Officer at Barnes & Noble Education, Inc..

“On June 11, 2024, Mr. Michael P. Huseby resigned as Chief Executive Officer of Barnes & Noble Education, Inc.”

Raphael Wallander resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

Rory Wallace resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

Vice Admiral John Ryan resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

Steven Panagos resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

Michael Huseby resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

David Golden resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

Mario Dell’Aera Jr. resigned as Director at Barnes & Noble Education, Inc..

“Mario Dell’Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned from the Company’s Board of Directors.”

Barnes & Noble Education, Inc. amended revolving credit of same as Existing ABL Facility with lenders under existing asset-based revolving credit facility at not specified maturing not specified.

“on April 16, 2024, the Company amended its Existing ABL Facility to, among other things, revise certain milestones related to the previously-disclosed liquidity and refinancing contingency plans to align such milestones with the Transactions contemplated by the Purchase Agreement (the "Twelfth Amendment to Credit Agreement")”

Barnes & Noble Education, Inc. amended revolving credit of $325 million aggregate committed principal amount (New ABL Facility) with lenders under existing asset-based revolving credit facility at not specified maturing four-year.

“On April 16, 2024, the Company entered into a commitment letter with the lenders under its existing asset-based revolving credit facility (the "Existing ABL Facility") to provide for a new four-year asset-based credit facility in an aggregate committed principal amount of $325 million (the "New ABL Facility"), which New ABL Facility will replace the Existing ABL Facility.”

Barnes & Noble Education, Inc. entered into Commitment Letter for New ABL Facility with the lenders under its existing asset-based revolving credit facility valued at $325 million aggregate committed principal amount (effective 2024-04-16).

“On April 16, 2024, the Company entered into a commitment letter with the lenders under its existing asset-based revolving credit facility (the “Existing ABL Facility”) to provide for a new four-year asset-based credit facility in an aggregate committed principal amount of $325 million (the “New ABL Facility”), which New ABL Facility will replace the Existing ABL Facility.”

Barnes & Noble Education, Inc. entered into Twelfth Amendment to Credit Agreement with lenders under its existing asset-based revolving credit facility valued at Amendment to Existing ABL Facility revising milestones to align with Purchase Agreement transactions (effective 2024-04-16).

“On April 16, 2024, the Company amended its Existing ABL Facility to, among other things, revise certain milestones related to the previously-disclosed liquidity and refinancing contingency plans to align such milestones with the Transactions contemplated by the Purchase Agreement (the “Twelfth Amendment to Credit Agreement”),”

Barnes & Noble Education, Inc. entered into Purchase Agreement with Toro 18 Holdings LLC, Selz Family 2011 Trust, Outerbridge Capital Management, LLC, Vital Fundco, LLC, TopLids LendCo, LLC valued at Up to $140 million in aggregate value, including $45 million rights offering, $45 million standby pu (effective 2024-04-16).

“On April 16, 2024, Barnes & Noble Education, Inc. (the “Company,” “we,” “our” or “us”) entered into a standby, securities purchase and debt conversion agreement (the “Purchase Agreement”) with Toro 18 Holdings LLC (“Immersion”), Selz Family 2011 Trust (“Selz”), Outerbridge Capital Management, LLC (“Outerbridge”, and together with Immersion and Selz, the “Standby Purchasers”), Vital Fundco, LLC (“Vital”) and TopLids LendCo, LLC (“TopLids”, together with the Standby Purchasers and Vital, the “Purchasers”).”

Barnes & Noble Education, Inc. reported the third quarter ended January 27, 2024 results: revenue $456.7 million, net income $(9.9) million.

“reported sales and earnings for the third quarter ended on January 27, 2024. Financial Results for the Third Quarter Fiscal Year 2024: • Consolidated third quarter GAAP sales of $456.7 million increased by $18.6 million, compared to $438.1 million in the prior year period. The third quarter sales increase is due to higher course material sales, primarily through the”

Barnes & Noble Education, Inc. received a nyse noncompliance notice notice regarding minimum bid price (rules 802.01C).

“February 27, 2024, Barnes & Noble Education, Inc. (the “ Company ”) was notified by the New York Stock Exchange (the “ NYSE ”) that the average closing price of the Company’s shares of common stock, par value $0.01 per share (the “ Common Stock ”), had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average closing price required to maintain continued listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual. The notice has no immediate impact on the listing of the Common Stock. The Company intends to actively monitor the closin”

Barnes & Noble Education, Inc. amended Tenth Amendment with Bank of America, N.A. (effective 2023-12-12).

“On December 12, 2023, Barnes & Noble Education, Inc. (the “Company”) entered into a Tenth Amendment (the “ABL Amendment”) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the “ABL Agent”).”

Barnes & Noble Education, Inc. reported fiscal second quarter ended October 28, 2023 results: net income Consolidated second quarter GAAP net income from continuing operations of $24.9 million increased by $0.7 million, or 2..

“Consolidated second quarter GAAP sales of $610.4 million increased by $1.7 million, or 0.3%, compared to $608.6 million in the prior year period.”

Barnes & Noble Education, Inc.: Amended By-Laws to address universal proxy rules under Rule 14a-19, including nomination notice requirements, compliance with universal proxy rules, and proxy card color restriction (effective 2023-10-05).

“On October 5, 2023, as part of its periodic review of the governing documents of Barnes & Noble Education, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to address matters relating to the universal proxy rules (the “Universal Proxy Rules”) set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including requiring: (a) the stockholder’s nomination notice to include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors (Article III, Section 3(a)); (b) the stockholder to comply with the Universal Proxy Rules (Article III, Section 3(c)) and, upon request by the Company, provide reasonable evidence thereof prior to the stockholder meeting (Article III, Section 3(d)); and (c) the stockholder to use a proxy card color other than white, which is rese”

Barnes & Noble Education, Inc. shareholders approved Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 27, 2024 at the 2023-10-05 meeting.

“4. Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 27, 2024. The Company’s stockholders approved the proposal by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below: Votes For Votes Against Abstentions Broker Non-Votes 47,682,677 36,682 293,017 —”

Barnes & Noble Education, Inc. shareholders approved Advisory (non-binding) Vote on Executive Compensation at the 2023-10-05 meeting.

“3. Advisory (non-binding) Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, compensation of the Company’s named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below: Votes For Votes Against Abstentions Broker Non-Votes 30,870,710 1,601,220 3,013,533 12,526,913”

Barnes & Noble Education, Inc. shareholders approved Vote to approve the Company’s Second Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan at the 2023-10-05 meeting.

“2. Vote to approve the Company’s Second Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan. The results of voting on the proposal are set forth below: Votes For Votes Against Abstentions Broker Non-Votes 24,621,775 6,058,328 4,805,360 12,526,913”

Barnes & Noble Education, Inc. shareholders approved Election of Directors at the 2023-10-05 meeting.

“1. Election of Directors. The Company’s stockholders elected the Board’s nominees as Directors of the Company by the following vote: Name Votes For Votes Against Abstentions Broker Non-Votes Mario R. Dell'Aera, Jr. 33,766,704 223,556 1,495,203 12,526,913 Kathryn Eberle Walker 33,768,904 221,747 1,494,812 12,526,913 David G. Golden 33,381,051 609,421 1,494,991 12,526,913 Michael P. Huseby 32,026,330 1,964,272 1,494,861 12,526,913 Steven G. Panagos 33,767,051 223,476 1,494,936 12,526,913 John R. Ryan 28,446,828 5,543,641 1,494,994 12,526,913 Rory D. Wallace 33,651,773 337,715 1,495,975 12,526,913 Raphael T. Wallander 33,766,306 223,105 1,496,052 12,526,913 Denise Warren 33,638,742 350,903 1,495,818 12,526,913”

Barnes & Noble Education, Inc. reported first quarter ended July 29, 2023 results: revenue $264.2 million, net income $(50.0) million.

“Q124 EARNINGS) --- Q124 EARNINGS Document Exhibit 99.1 Barnes & Noble Education Reports First Quarter Fiscal Year 2024 Financial Results Consolidated Revenue Increased 3.7% to $264.2 Million Retail Segment Gross Comparable Store Sales Increased 5.9% Course Material Gross Comparable Store Sales Increased 6.5% First Day® Complete Revenue Increased 55% to $25.5 Million”

Kevin Watson was appointed as Executive Vice President, Chief Financial Officer at Barnes & Noble Education, Inc..

“On September 6, 2023, the Company announced the appointment of Kevin Watson as the Company’s Executive Vice President, Chief Financial Officer (“CFO”) effective as of September 7, 2023.”

Raphael Wallander was appointed as Director at Barnes & Noble Education, Inc..

“Effective August 11, 2023, the board of directors (the “Board”) of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”) appointed Messrs. Steven Panagos and Raphael Wallander to the Board (the “New Directors”)”

Steven Panagos was appointed as Director at Barnes & Noble Education, Inc..

“Effective August 11, 2023, the board of directors (the “Board”) of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”) appointed Messrs. Steven Panagos and Raphael Wallander to the Board (the “New Directors”)”

Barnes & Noble Education, Inc. reported financial results for the fourth quarter and fiscal year 2023, which ended on April 29, 2023.

“On August 4, 2023, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended April 29, 2023 (the “Press Release”).”

Barnes & Noble Education, Inc. amended Third Amendment to the Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC valued at Amendment to extend maturity to April 7, 2025, allow interest paid in kind until September 2, 2024, (effective 2023-07-28).

“and (ii) a Third Amendment (the “Term Loan Amendment”) to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the “Term Loan Credit Agreement), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders.”

Barnes & Noble Education, Inc. amended Eighth Amendment to the ABL Credit Agreement with Bank of America, N.A. valued at Amendment to extend maturity to December 28, 2024, reduce advance rates, add CARES Act tax refund cl (effective 2023-07-28).

“On July 28, 2023 (the “Amendment Closing Date”), Barnes & Noble Education, Inc. (the “Company”) entered into (i) an Eighth Amendment (the “ABL Amendment”) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the “ABL Agent”)”

Barnes & Noble Education, Inc. updated its the twelve months ended April 29, 2023 guidance (lowered).

“The Company expects to report consolidated full year non-GAAP Adjusted EBITDA from continuing operations in the range of $(10) million to $(5) million, compared to $(10.3) million in the prior year period. The Company’s fiscal 2023 non-GAAP Adjusted EBITDA from continuing operations is below its guidance”

Barnes & Noble Education, Inc. amended Amended Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC valued at Second Amendment to Term Loan Credit Agreement; deferred prepayment upon certain liquidity events to (effective 2023-05-24).

“On May 24, 2023 (the "Amendment Closing Date"), Barnes & Noble Education, Inc. (the "Company") entered into (i) a Seventh Amendment (the "ABL Amendment") to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the "ABL Credit Agreement"), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the "ABL Agent") and (ii) a Second Amendment (the "Term Loan Amendment") to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the "Term Loan Credit Agreement"), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders.”

Barnes & Noble Education, Inc. amended Amended ABL Credit Agreement with Bank of America, N.A. valued at Seventh Amendment to Credit Agreement; increased applicable margin to 3.75% (SOFR) / 2.75% (base rat (effective 2023-05-24).

“On May 24, 2023 (the "Amendment Closing Date"), Barnes & Noble Education, Inc. (the "Company") entered into (i) a Seventh Amendment (the "ABL Amendment") to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the "ABL Credit Agreement"), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the "ABL Agent") and (ii) a Second Amendment (the "Term Loan Amendment") to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the "Term Loan Credit Agreement"), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders.”

Thomas D. Donohue resigned as Executive Vice President, Chief Financial Officer at Barnes & Noble Education, Inc..

“On April 12, 2023, Thomas D. Donohue submitted his resignation as Executive Vice President, Chief Financial Officer ("CFO") of Barnes & Noble Education, Inc. (the "Company"), effective as of April 28, 2023, to pursue other opportunities and interests.”

Barnes & Noble Education, Inc. reported third quarter ended January 28, 2023 results: revenue $447.1 million, net income $(25.0) million.

“Q323 EARNINGS) --- Q323 EARNINGS Document Exhibit 99.1 Barnes & Noble Education Reports Third Quarter Fiscal Year 2023 Financial Results Consolidated Revenue Increased 11.0% to $447.1 Million BNC’s First Day® Complete Revenue Grew 76% Retail Gross Comparable Store Sales Increased 5.9% Consolidated GAAP Net Loss Improved by $11.8 Million and Consolidated Adjusted”

Barnes & Noble Education, Inc. amended Term Loan Credit Agreement First Amendment with TopLids LendCo, LLC valued at Extended maturity to December 7, 2024; permitted application of proceeds to repay ABL loans; amended (effective 2023-03-08).

“among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders.”

Barnes & Noble Education, Inc. amended ABL Credit Agreement Sixth Amendment with Bank of America, N.A. valued at Extended maturity to August 29, 2024; reduced commitments by $20M to $380M; increased interest margi (effective 2023-03-08).

“Amendment (the “ABL Amendment”) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the “ABL Agent”) and (ii) a First Amendment (the “Term Loan Amendment”) to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the “Term Loan Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders.”

Barnes & Noble Education, Inc. reported second quarter ended October 29, 2022 results: revenue $617.1 million, net income $22.1 million.

“Financial results for the second quarter 2023: • Consolidated second quarter GAAP sales of $617.1 million decreased 1.6%, as compared to the prior year period. • Consolidated second quarter GAAP gross profit of $144.8 million compared to $145.6 million in the prior year period. Gross margin was 23.5% of sales as compared to 23.2% in the prior year period. • Consolidated second quarter GAAP net income of $22.1 million, compared to $22.5 million in the prior year period.”

David W.B. Nenke resigned as President, Digital Student Solutions at Barnes & Noble Education, Inc..

“On December 1, 2022, David W.B. Nenke submitted his resignation as an officer of Barnes & Noble Education, Inc. (the “Company”), effective as of December 6, 2022 (the “Resignation Date”), in conjunction with the elimination of the role of President, Digital Student Solutions previously held by Mr. Nenke.”

Kate Eberle Walker was appointed as Director at Barnes & Noble Education, Inc..

“the Board (i) approved an increase in the number of directors constituting the full Board from eight to ten (which number will be decreased to nine following the 2022 annual meeting of stockholders in accordance with the Cooperation Agreement) and (ii) appointed Mr. Mario Dell’Aera, Ms. Denise Warren and Ms. Kate Eberle Walker (together with Mr. Wallace, the “New Directors”) as members of the Board, effective July 15, 2022.”

Denise Warren was appointed as Director at Barnes & Noble Education, Inc..

“the Board (i) approved an increase in the number of directors constituting the full Board from eight to ten (which number will be decreased to nine following the 2022 annual meeting of stockholders in accordance with the Cooperation Agreement) and (ii) appointed Mr. Mario Dell’Aera, Ms. Denise Warren and Ms. Kate Eberle Walker (together with Mr. Wallace, the “New Directors”) as members of the Board, effective July 15, 2022.”

Mario Dell'Aera was appointed as Director at Barnes & Noble Education, Inc..

“the Board (i) approved an increase in the number of directors constituting the full Board from eight to ten (which number will be decreased to nine following the 2022 annual meeting of stockholders in accordance with the Cooperation Agreement) and (ii) appointed Mr. Mario Dell’Aera, Ms. Denise Warren and Ms. Kate Eberle Walker (together with Mr. Wallace, the “New Directors”) as members of the Board, effective July 15, 2022.”

Rory Wallace was appointed as Director at Barnes & Noble Education, Inc..

“the Company appointed Mr. Rory Wallace, Chief Investment Officer of Outerbridge, to the Board effective July 15, 2022.”

Lowell W. Robinson resigned as Director at Barnes & Noble Education, Inc..

“Effective July 15, 2022, Messrs. Zachary D. Levenick and Lowell W. Robinson notified Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), of their respective resignations as members of the board of directors (the “Board”) of the Company, and from any and all committees of the Board.”

Zachary D. Levenick resigned as Director at Barnes & Noble Education, Inc..

“Effective July 15, 2022, Messrs. Zachary D. Levenick and Lowell W. Robinson notified Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), of their respective resignations as members of the board of directors (the “Board”) of the Company, and from any and all committees of the Board.”