Barnes & Noble Education (BNED) Registration Filing summary

Company overview and business model

• Operates one of the largest networks of physical and virtual bookstores for college, university, and K-12 campuses in the U.S., serving over 5.7 million students as of December 2024.

• Provides textbook wholesale, bookstore management hardware/software, and innovative course material delivery models to improve access, convenience, and affordability.

• Maintains strong relationships with academic partners, long-term contracts, and recognized brands, including Barnes & Noble (licensed), BNC, and MBS.

Financial performance and metrics

• Financial condition, results of operations, and other key data are incorporated by reference from recent SEC filings, including the Annual Report on Form 10-K for the year ended April 27, 2024, and subsequent quarterly reports.

• Consolidated financial statements for the year ended April 27, 2024, have been audited by Ernst & Young LLP.

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 or redemption, 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.