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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 10, 2025

 

 

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-37499   46-0599018
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

120 Mountain View Blvd  
Basking Ridge, NJ   07920
(Address of principal executive offices)   (Zip Code)

(908) 991-2665

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

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

Common Stock, $0.01 par value per share   BNED   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 2.02

Results of Operations and Financial Condition.

On March 10, 2025, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended January 25, 2025 (the “Press Release”). A copy of the Press Release and the financial statements and Non-GAAP reconciliation tables are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in this Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release of Barnes & Noble Education, Inc., dated March 10, 2025.
99.2    Financial Statements and Non-GAAP Reconciliation Tables, dated March 10, 2025.
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.

 

    BARNES & NOBLE EDUCATION, INC.
Date: March 10, 2025     By:  

/s/ Jason Snagusky

    Name:   Jason Snagusky
    Title:   Chief Financial Officer