Barnes & Noble Education (BNED) Registration Filing summary

Company overview and business model

• Operates over 1,160 physical, virtual, and custom bookstores for educational institutions across the U.S., serving more than 5.7 million students in an omnichannel retail environment.

• Provides textbook wholesale, inventory management hardware/software, and innovative course material delivery models to address affordability and access in higher education.

• Leverages well-established brands and long-term contracts with academic partners, supporting relationships with universities, students, faculty, and publishers.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used for general corporate purposes, including working capital, capital expenditures, debt repayment, stock repurchases, acquisitions, and strategic investments.

• Pending use, proceeds may be invested in short- and intermediate-term, interest-bearing obligations or U.S. government securities.

Risk factors and disclosures

• Investment involves risks detailed in the prospectus supplement and incorporated SEC filings, including annual and quarterly reports.

• Additional risks may arise that are not currently known or deemed material, potentially impacting business operations and investment value.