BNED on NYSE

Barnes & Noble College Booksellers

Logo: BNED, Public domain, via Wikimedia Commons4

Bookstore chain

Barnes & Noble Education, Inc. (doing business as BNED, after its New York Stock Exchange ticker symbol) is one of the largest operators of college bookstores in the United States. As of the end of 2020, Barnes & Noble Education operated 760 campus bookstores and school-branded e-commerce sites through its Barnes & Noble College Booksellers division. The company is headquartered in Florham Park, New Jersey.3 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$1.6BRevenue, fiscal 20265
$16.9MNet income, fiscal 20265

Compare with Hibbett Sports, SPORTSMAN'S WAREHOUSE HOLDINGS, INC. or Academy Sports & Outdoors, Inc., or pick any stock.

  • TickerBNED on NYSE1
  • Industryretail1
  • HeadquartersFlorham Park, New Jersey1
  • Websitewww.bned.com
  • Incorporated inDE6
  • Business address180 Park Avenue, Suite 301, Florham Park, Nj 079326
  • Filer categoryAccelerated filer, Smaller reporting company6

Barnes & Noble Education, Inc. (doing business as BNED, after its New York Stock Exchange ticker symbol) is one of the largest operators of college bookstores in the United States. As of the end of 2020, Barnes & Noble Education operated 760 campus bookstores and school-branded e-commerce sites through its Barnes & Noble College Booksellers division. The company is headquartered in Florham Park, New Jersey.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

23.4%Gross margin5
2.3%Operating margin5
1.1%Net margin5
6.9%Revenue growth, 20265
5.7%Return on equity5
0.24×Debt to equity5
$33.9MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Course Materials Product brought in 72% of the revenue Barnes & Noble College Booksellers broke down this way in fiscal 2026.

  1. Course Materials Product$1.1B572%up 11% from 2025
  2. General Merchandise Product$358.1M523%up 1% from 2025
  3. Service and Other$77.4M55%down 10% from 2025
Products and services by year
Products and services202420252026
Course Materials Product$972.0M$1.0B$1.1B
General Merchandise Product$364.1M$355.3M$358.1M
Service and Other$94.4M$86.5M$77.4M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue81¢$1.3B
  • Selling, general and admin17¢$288.6M
  • Income tax0¢$3.8M
  • Profit1¢$16.9M

Out of $1.6B in revenue.5

Where each dollar of operating cash went, fiscal 2026

  • Capital spending32¢$16.2M
  • Kept or used elsewhere68¢$33.9M

Out of $50.1M of cash from operations.5

Financial statements

Revenue891011125$1.6B in 2026−23% since 2019
0$1.0B$2.0B$3.0B2019: $2.0B$2.0B20192020: $1.9B$1.9B2020−9%2021: $1.4B$1.4B2021−24%2022: $1.5B$1.5B2022+6%2023: $1.5B$1.5B2023+3%2024: $1.4B$1.4B2024−7%2025: $1.5B$1.5B2025+2%2026: $1.6B$1.6B2026+7%
Gross profit891011125$366.2M in 2026−31% since 2019
0$200.0M$400.0M$600.0M2019: $527.7M$527.7M20192020: $442.5M$442.5M2020−16%2021: $230.3M$230.3M2021−48%2022: $342.8M$342.8M2022+49%2023: $349.4M$349.4M2023+2%2024: $344.9M$344.9M2024−1%2025: $337.8M$337.8M2025−2%2026: $366.2M$366.2M2026+8%
Operating income891011125$36.5M in 2026
-$200.0M-$100.0M0$100.0M2019: -$27.7M-$27.7M20192020: -$42.8M-$42.8M2020+55%2021: -$168.8M-$168.8M2021+294%2022: -$60.6M-$60.6M2022−64%2023: -$66.4M-$66.4M2023+10%2024: -$33.8M-$33.8M2024−49%2025: $15.9M$15.9M20252026: $36.5M$36.5M2026+129%
Net income891011125$16.9M in 2026
-$150.0M-$100.0M-$50.0M0$50.0M2019: -$24.4M-$24.4M20192020: -$38.2M-$38.2M2020+57%2021: -$139.8M-$139.8M2021+266%2022: -$68.9M-$68.9M2022−51%2023: -$101.9M-$101.9M2023+48%2024: -$75.7M-$75.7M2024−26%2025: -$65.8M-$65.8M2025−13%2026: $16.9M$16.9M2026

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2026-04-302025-04-30
Product sales and other$1.6B$1.5B
Rental income$150.4M$146.9M
Total sales$1.7B$1.6B
Product and other cost of sales$1.3B$1.2B
Rental cost of sales$79.6M$79.4M
Total cost of sales$1.3B$1.3B
Gross profit$366.2M$337.8M
Selling and administrative expenses$288.6M$283.8M
Depreciation and amortization expense$32.8M$37.9M
Impairment loss$12.6M$1.7M
Other (income) expense, net-$4.3M-$1.6M
Operating income (loss)$36.5M$15.9M
Loss on extinguishment of debt$0$55.2M
Interest expense, net$15.9M$22.3M
Income (loss) before income taxes$20.7M-$61.6M
Income tax expense$3.8M$4.3M
Net income (loss)$16.9M-$65.8M
Net income (loss) attributable to BNED shareholders - basic (in dollars per share)$0.49-$2.50
Net income (loss) attributable to BNED shareholders - diluted (in dollars per share)$0.49-$2.50
Weighted average shares of common stock outstanding - Basic (in shares)34.3M shares26.3M shares
Weighted average shares of common stock outstanding - Diluted (in shares)34.6M shares26.3M shares

Compare Barnes & Noble College Booksellers with another company

Corporate structure

Barnes & Noble College Booksellers sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Barnes & Noble College Booksellers

  • TORO 18 HOLDINGS LLC Filed SCHEDULE 13D/A on Barnes & Noble College Booksellers, latest Jul 8, 2026 (3 filings since Jun 12, 2024)
  • Springhouse Capital Management, LP Filed SCHEDULE 13G/A on Barnes & Noble College Booksellers, latest Feb 24, 2026 (2 filings since Nov 14, 2025)
  • FANZZLIDS HOLDINGS, LLC Filed SCHEDULE 13G/A on Barnes & Noble College Booksellers, latest May 15, 2025 (5 filings since Feb 14, 2022)
  • Philotimo Fund, LP Filed SCHEDULE 13G/A on Barnes & Noble College Booksellers, latest May 15, 2025 (3 filings since Sep 26, 2024)
  • Bernard T. Selz Filed SCHEDULE 13G/A on Barnes & Noble College Booksellers, latest Jan 6, 2025 (3 filings since Jan 12, 2023)
  • Outerbridge Capital Management LLC Filed SC 13G/A on Barnes & Noble College Booksellers, latest Nov 14, 2024 (5 filings since Jun 28, 2022)
  • Greenhaven Road Investment Management, L.P. Filed SC 13D/A on Barnes & Noble College Booksellers, latest Jul 22, 2024 (5 filings since Jan 30, 2023)
  • Leonard Riggio Filed SC 13D/A on Barnes & Noble College Booksellers, latest Jun 25, 2024
  • VITAL FUNDCO, LLC Filed SC 13G on Barnes & Noble College Booksellers, latest Jun 13, 2024
  • Daniel R. Tisch Filed SC 13G/A on Barnes & Noble College Booksellers, latest May 6, 2024 (4 filings since Jan 12, 2022)
  • DIMENSIONAL FUND ADVISORS LP Filed SC 13G/A on Barnes & Noble College Booksellers, latest Feb 10, 2023 (2 filings since Feb 8, 2022)
  • BlackRock Filed SC 13G/A on Barnes & Noble College Booksellers, latest Jul 8, 2022 (4 filings since Jan 26, 2022)
  • Barnes & Noble College Booksellers Florham Park, New Jersey

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Barnes & Noble College Booksellers reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$532.7M5 May 2, 2026$563.8M5 May 3, 2025−5.5%
Accumulated depreciation$498.6M5 May 2, 2026$523.5M5 May 3, 2025−4.8%
Property and equipment, net$34.1M5 May 2, 2026$40.2M5 May 3, 2025−15.2%
Operating-lease assets (leased space)$145.6M5 May 2, 2026$183.7M5 May 3, 2025−20.7%

Real estate and locations

ItemLatestA year beforeChange
Stores1,1165 May 2, 20261,14612 May 3, 2025−2.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.4M5 May 2, 2026$9.1M5 May 3, 2025−7.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$58.1M5 May 2, 2026$78.2M5 May 3, 2025−25.8%
Finite-lived intangibles, gross$178.4M5 May 2, 2026$213.2M5 May 3, 2025−16.3%
Accumulated amortization$120.3M5 May 2, 2026$134.9M5 May 3, 2025−10.9%
Finite-lived intangibles, net$58.1M5 May 2, 2026$78.2M5 May 3, 2025−25.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$298.3M5 May 2, 2026$299.6M5 May 3, 2025−0.4%

Properties, in its own words

Facilities

We lease various office space in New Jersey, Missouri, and India and we lease warehouse space in Missouri.

The rest of Item 2

For our physical campus retail operations, we typically have the exclusive right to operate the official physical school bookstore on college campuses through multi-year management operating agreements with our schools. In turn, we pay the school a percentage of store sales and, in some cases, a minimum fixed guarantee. These contracts with colleges and universities are typically five years with renewal options, but can range from one to 17 years, and are typically cancellable by either party without penalty upon advance notice ranging from 90 to 180 days depending on the contract.

As of May 2, 2026, these contracts for the 647 physical stores that we operate expire as follows:

Contract Terms to Expire During (12 months ending on or about April 30) · Number of Physical Campus Stores

2027 · 94

2028 · 74

2029 · 42

2030 · 46

2031 · 62

2032 and later · 329

Item 2 of the 10-K filed Jul 9, 2026.16

The story

In February 2015, Barnes & Noble had announced plans to spin off its college bookstore assets and create a separate company called Barnes & Noble Education. On August 3, 2015, Barnes & Noble Education, Inc. began trading on the New York Stock Exchange under the ticker symbol, "BNED". The company operates stores dedicated to selling college textbooks, both on and off campus.

In June 2016, Barnes & Noble Education completed the acquisition of Promoversity, a custom merchandise supplier and e-commerce business that works with the collegiate bookstore business and its customers.

In February 2017, Barnes & Noble Education had acquired MBS Textbook Exchange, a major textbook distributor based in Columbia, Missouri, for $174.2 million in cash.

By December 2018, Barnes & Noble Education had operated or managed 773 campus bookstores under contracts. Two years later, Barnes & Noble Education operated 760 campus bookstores and school-branded e-commerce sites through its Barnes & Noble College Booksellers division at the end of 2020.

In July 2019, BNED revealed that the company had turned down several offers by California-based Bay Capital Finance to take over the company citing that the offers by Bay Capital were "substantially undervalued BNED, were highly conditional and not credible." Unlike its former parent company, BNED was diversifying its business by the acquisition of many digital services companies to increase the number of services offered by its Digital Student Solutions division during its past four years as an independent company.

In January 2020, a class-action antitrust lawsuit was filed against BNED, along with rival Follett as well as college textbook companies Cengage, McGraw-Hill Education, and Pearson, alleging that so-called "inclusive access" programs, which involve automatically billing students for course materials, constituted a conspiracy of which the "end goal and result is eliminating competitors and raising prices." In June 2021, the case was dismissed by District Judge Denise Cote.

Digital Student Solutions division

In March 2016, Barnes & Noble Education enlarged their Digital Student Solutions online services division by acquiring LoudCloud Systems, a digital platform and analytics provider to clients in higher education, the for-profit sector, and K-12 segment.

In August 2017, Barnes & Noble Education acquired Student Brands for $58.5 million.

Read the full text

In August 2018, Barnes & Noble Education acquired PaperRater, a service that helps students write papers and identify plagiarism.

From Wikipedia’s article on BNED, shared under CC BY-SA 4.0.7

Leadership

Who has led Barnes & Noble College Booksellers, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (34)

Subsidiaries and ownership

Former owners and parents

From Wikidata.1

Timeline

  1. Sep 30, 20268-K Shareholder vote59
  2. Sep 24, 20268-K Other events60
  3. Sep 8, 20268-K Results of operations61
  4. Jul 9, 20268-K Results of operations62
  5. Jun 24, 20268-K Results of operations; Regulation FD disclosure; Other events63
  6. Mar 16, 20268-K Shareholder vote64
  7. Mar 10, 20268-K Results of operations65
  8. Jan 20, 20268-K Results of operations66
  9. Dec 23, 20258-K Results of operations67
  10. Nov 25, 20258-K Results of operations; Earlier financial statements no longer reliable; Other events68
  11. Sep 12, 20258-K Results of operations69
  12. Aug 29, 20258-K Results of operations; Earlier financial statements no longer reliable70
  13. Jun 18, 2024New chief executive Jonathan Shar becomes CEO17
  14. Sep 21, 2017New chief executive Michael Huseby becomes CEO18
  15. Jul 15, 2015New chief executive Max J. Roberts becomes CEO19

Calendar

When it reported results

  1. Sep 8, 2026Reported quarterly or annual results61
  2. Jul 9, 2026Reported quarterly or annual results62
  3. Jun 24, 2026Reported quarterly or annual results63
  4. Mar 10, 2026Reported quarterly or annual results65
  5. Jan 20, 2026Reported quarterly or annual results66
  6. Dec 23, 2025Reported quarterly or annual results67
  7. Nov 25, 2025Reported quarterly or annual results68
  8. Sep 12, 2025Reported quarterly or annual results69

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

342 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 68 major events, 129 insider forms, 38 large holders, 87 other. The latest 20:

  1. Sep 30, 20268-K EDGAR
  2. Sep 29, 20264 EDGAR
  3. Sep 29, 20264 EDGAR
  4. Sep 29, 20264 EDGAR
  5. Sep 29, 20264 EDGAR
  6. Sep 29, 20264 EDGAR
  7. Sep 29, 20264 EDGAR
  8. Sep 25, 20264 EDGAR
  9. Sep 24, 20268-K EDGAR
  10. Sep 24, 20264 EDGAR
  11. Sep 23, 2026144 EDGAR
  12. Sep 22, 2026144 EDGAR
  13. Sep 8, 202610-Q EDGAR
  14. Sep 8, 20268-K EDGAR
  15. Aug 12, 2026ARS EDGAR
  16. Aug 12, 2026DEFA14A EDGAR
  17. Aug 12, 2026DEF 14A EDGAR
  18. Aug 3, 20264 EDGAR
  19. Jul 21, 20264 EDGAR
  20. Jul 17, 2026144 EDGAR

The 342 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

47 open-market trades by officers, directors and large owners since October 2021: 34 buys and 13 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 23, 2026Luster GarySVP, Chief Accounting OfficerSale2,267$11.20$25.4KForm 4
Sep 22, 2026SHAR JONATHANCEOSale30,000$11.04$331.2KForm 4
Jul 17, 2026Snagusky JasonCFOSale5,000$12.64$63.2KForm 4
Jul 10, 2026Snagusky JasonCFOSale2,237$11.61$26.0KForm 4
Jul 10, 2026Neumann ChristopherEVP General Counsel, SecretarySale2,785$11.61$32.3KForm 4
Jul 10, 2026Luster GarySVP, Chief Accounting OfficerSale1,066$11.61$12.4KForm 4
Jul 2, 2026Snagusky JasonCFOSale2,210$12.50$27.6KForm 4
Jul 1, 2026SHAR JONATHANCEOSale67,896$12.83$871.1KForm 4
Mar 13, 2026SHAR JONATHANCEOSale81$8.11$657Form 4
Mar 13, 2026Snagusky JasonCFOSale17$8.11$138Form 4
Mar 13, 2025IMMERSION CORPDirectorBuy142,898$8.60$1.2MForm 4
Mar 12, 2025IMMERSION CORPDirectorBuy59,146$8.49$502.1KForm 4
Dec 16, 2024Fanatics Leader Topco, Inc.10% ownerSale1,500,000$11.25$16.9MForm 4
Jul 16, 2024Singer EricDirectorBuy18,000$8.15$146.7KForm 4
Jul 10, 2024MARTIN WILLIAM CDirectorBuy50,000$7.19$359.5KForm 4
Jul 10, 2024Singer EricDirectorBuy30,000$7.24$217.2KForm 4
Jul 9, 2024MARTIN WILLIAM CDirectorBuy20,000$7.18$143.6KForm 4
Jul 9, 2024Singer EricDirectorBuy10,000$7.29$72.9KForm 4
Jul 8, 2024MARTIN WILLIAM CDirectorBuy60,000$6.98$418.8KForm 4
Jul 8, 2024Singer EricDirectorBuy47,000$6.74$316.8KForm 4

All 47 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Jonathan SharChief Executive Officer$594.2K$795.5K83
2026Christopher NeumannExecutive Vice President, General Counsel and Corporate Secretary$450.0K$481.3K83
2026Jason SnaguskyExecutive Vice President, Chief Financial Officer$400.0K$401.3K83
2025Jonathan SharChief Executive Officer$571.2K$4.2M83
2025Jason SnaguskyExecutive Vice President, Chief Financial Officer$379.8K$1.2M83
2025Christopher NeumannExecutive Vice President, General Counsel and Corporate Secretary$77.9K$748.3K83
2024Jonathan SharChief Executive Officer$550.0K$1.2M83

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Immersion Corp11,208,746$140.8M78.8%No change
Kanen Wealth Management LLC3,379,123$42.9M10.5%−44,659
Windward Management LP1,656,736$20.8M15.1%−43,264
BlackRock, Inc.1,177,322$14.8M0.0%+89,696
Morgan Stanley1,059,206$13.3M0.0%+13,479
Prescott Group Capital Management, L.L.C.891,799$11.2M1.0%+10,000
Vanguard Capital Management LLC804,636$10.1M0.0%−60,249
Geode Capital Management, LLC495,899$6.2M0.0%+60,421
State Street Corp366,531$4.6M0.0%+49,336
683 Capital Management, LLC349,046$4.4M0.4%−30,954
Jpmorgan Chase & Co317,425$4.3M0.0%+299,312
Bank Of America Corp /de/339,026$4.3M0.0%−16,917
Goldman Sachs Group Inc315,048$4.0M0.0%−215,323
Ballast Asset Management, LP299,611$3.8M1.5%New
American Century Companies Inc269,959$3.4M0.0%+226,210
Jane Street Group, LLC242,325$3.0M0.0%+220,160
Bnp Paribas Financial Markets193,166$2.4M0.0%−33,347
D. E. Shaw & Co., Inc.168,042$2.1M0.0%+123,341
DCF Advisers, LLC164,383$2.1M0.5%−32,560
Marshall Wace, Llp158,292$2.0M0.0%New
Norges Bank150,200$1.9M0.0%New
Millennium Management LLC147,722$1.9M0.0%+11,581
Northern Trust Corp146,086$1.8M0.0%+14,001
Vanguard Fiduciary Trust Co144,281$1.8M0.0%+7,841
Healthcare Of Ontario Pension Plan Trust Fund142,000$1.8M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Barnes & Noble College Booksellers is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBarnes & Noble Education, Inc.2
  • CIK0001634117
  • Employer ID (EIN)46-059901816
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsMay 32
  • Industry code (SIC)5940 Retail-Miscellaneous Shopping Goods Stores2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address180 Park Avenue, Suite 301, Florham Park, NJ 079322
  • Phone908-991-26652
  • Shares outstanding34,664,980 as of Sep 3, 202614
  • Public float$206.0M as of Oct 31, 202516
  • AuditorBDO USA, P.C., San Francisco, California PCAOB ID 243; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceFeb 26, 20152
  • Filings927 in all: 4 (480), 8-K (120), 3 (54), SC 13G/A (44), 10-Q (34), SC 13D/A (20), CORRESP (16), SC 13G (15)2
    All 44 form types

    UPLOAD (15), 144 (12), DEF 14A (12), DEFA14A (12), 10-K (11), EFFECT (7), S-1/A (7), S-8 (6), SC 13D (6), SCHEDULE 13G/A (6), S-3 (5), ARS (4), 4/A (3), 8-A12B (3), NT 10-Q (3), PRE 14A (3), 3/A (2), 424B3 (2), 424B5 (2), 5 (2), 8-A12B/A (2), CERT (2), NT 10-K (2), S-1 (2), SCHEDULE 13D/A (2), 10-K/A (1), 25-NSE (1), 424B1 (1), 424B4 (1), 8-K/A (1), CERTNYS (1), CT ORDER (1), DFAN14A (1), FWP (1), PRER14A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Jul 9, 2026
    Quarterly report (10-Q) Sep 8, 2026
    Proxy statement (DEF 14A) Aug 12, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per shareBNEDNew York Stock Exchange

From the cover page of the 10-K filed Jul 9, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Barnes & Noble College Booksellers names in Item 1A of its 10-K filed Jul 9, 2026: 40 risks under these headings, as written.16

  • Risks Relating to our Business and Industry
  • We are dependent upon access to the capital markets, bank credit facilities, and short-term vendor financing for liquidity needs.
  • We face significant competition for our products and services, and we expect such competition to increase.
  • Our business depends on our ability to attract and retain talented employees, including senior management.
  • We may not be able to enter into new managed bookstore contracts or successfully retain or renew our managed bookstore contracts on profitable terms.
  • We face the risk of disruption of supplier relationships.
  • We face the risk of fluctuating inventory supplies as a consequence of changes in the way publishers distribute course materials.
  • Our wholesale business may not be able to manage its inventory levels effectively, which may lead to excess inventory or inventory obsolescence.
  • Shipping is a critical part of our business and changes in, or disruptions to, our shipping arrangements have in the past and may in the future adversely affect our business, financial condition and results of operations.
  • Our business is dependent on the overall economic environment, college enrollment and consumer spending patterns.
  • Tariffs or other restrictions placed on imports, and any ensuing trade wars may have a material adverse impact on our financial condition and results of operations.
  • Our business is seasonal.
The other 29 risks
  • Our international operations could result in additional risks.
  • Risks Relating to our Strategic Plan
  • Our results also depend on the successful implementation of our strategic initiatives, including implementation of our BNC First Day® affordable access course material models. We may not be able to implement this strategy successfully, on a timely basis, or at all.
  • Part of our strategy includes the successful execution of strategic acquisitions and relationships, including our service provider relationships with VitalSource Technologies, Inc. (“VST”) and with the F/L Relationship which may not be successful.
  • We intend to offer new products and solutions to students to grow our business. If our efforts are not successful, our business and financial results would be adversely affected.
  • Risks Relating to Data Privacy, Information Technology and Cybersecurity
  • We face potential data privacy and information security risks with respect to unencrypted, non-deidentified personal information.
  • Computer malware, viruses, hacking and phishing attacks could harm our business and results of operations.
  • Defects, errors, installation difficulties or performance issues with our point-of-sales and other systems could expose us to potential liability, harm our reputation and negatively impact our business.
  • We rely upon third party web service providers to operate certain aspects of our service, and any disruption of or interference with such services would impact our operations and our business would be materially and adversely impacted.
  • Risks Relating to Applicable Laws and Regulations
  • Laws and regulations have been and may be enacted in the future that restrict or prohibit the use of emails or similar marketing activities that we currently rely on.
  • Our business could be impacted by changes in federal, state, local or international laws, rules or regulations.
  • Recent actual and proposed federal policy changes and enforcement practices could negatively impact college students, and our client educational institutions.
  • Changes in tax laws and regulations might adversely impact our businesses or financial performance.
  • Expectations regarding environmental, social, and governance matters may affect our business.
  • Risks Relating to Intellectual Property
  • We rely on third-party digital content and applications, which may not be available to us on commercially reasonable terms or at all.
  • We rely heavily on proprietary technology and sophisticated equipment to manage certain aspects of our business, including to manage textbook inventory, process deliveries and returns of the textbooks and manage warehousing and distribution.
  • We may not be able to adequately protect our intellectual property rights or may be accused of infringing upon intellectual property rights of third parties.
  • We do not own the Barnes & Noble trademark and instead rely on a license of that trademark and certain other trademarks, which license imposes limits on what those trademarks can be used to do.
  • Risks Related to Controls and Procedures and the Investigation
  • We have concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of May 2, 2026 due to material weaknesses, which could adversely affect our ability to report our financial results in a timely and accurate manner and have a material adverse impact on our business and financial condition.
  • If we fail to maintain proper and effective internal controls, our business and financial condition could be materially adversely impacted.
  • Due to inherent limitations, there can be no assurance that our system of disclosure and internal controls and procedures will be successful in preventing all errors, theft and fraud, or in informing management of all material information in a timely manner.
  • Matters relating to or arising from the subject of the Investigation, including expenses and diversion of personnel and resources, regulatory investigations, and proceedings and litigation matters, could have an adverse effect on our business, results of operations and financial condition.
  • We may incur additional substantial costs in connection with remediation efforts following the Restatement, which could adversely affect our results of operations.
  • We may be required to indemnify our current and former directors, officers and employees in connection with litigation and other actions which could result in significant legal expenses and other costs to us.
  • Our past failure to prepare and timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital, may impact our ability to obtain alternative financing, and could have negative consequences under the terms of our existing credit agreements.
  • Risks Relating to our Common Stock and the Securities Market
  • Two of our stockholders collectively own close to a majority of the Company’s outstanding shares, and their interests could differ from the interests of our other stockholders.
  • The future sales, or the perception of future sales, of shares by existing stockholders may adversely affect the market price of our Common Stock.
  • Our stock price may fluctuate significantly.
  • Provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and of Delaware law may prevent or delay an acquisition of the Company, which could affect the trading price of our Common Stock.
  • Our Amended and Restated By-laws designate courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Legal proceedings

We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters. We record a liability when we believe that it is both probable that a loss has been incurred and the amount of loss can be reasonably estimated. Based on our current knowledge, we do not believe that there is a reasonable possibility that the final outcome of any pending or threatened legal proceedings to which we or any of our subsidiaries are a party, either individually or in the aggregate, will have a material adverse effect on our future financial results. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect our business, financial condition, results of operations or cash flows.

The opening of Item 3, Legal Proceedings.16

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
    SEC EDGAROther events
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68
  69. 69
  70. 70
  71. 71
  72. 72
  73. 73
  74. 74
  75. 75
  76. 76
  77. 77
  78. 78
  79. 79
  80. 80
  81. 81
  82. 82
  83. 83